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)
SOLID WISE 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
29,747,165 (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
29,747,165 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,747,165 (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)
18.4%(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)
IWAMATSU REIEN
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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
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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
JAPAN
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
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7
|
SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
29,747,165 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
29,747,165 (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,747,165 (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)
18.4%(2)
|
|||
14
|
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)
XIANGJU MU
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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) £
|
||
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
|
SOLE VOTING POWER
0
|
||
8
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SHARED VOTING POWER
29,747,165 (1)
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
29,747,165 (1)
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,747,165 (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)
18.4%(2)
|
|||
14
|
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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Solid Wise is the record holder of 3,718,396 ordinary shares of the Issuer, which will be increased to 29,747,165 ordinary shares after giving effect to the issuance of 26,028,769 additional shares to be issued by the Issuer upon the Issuer’s increase in authorized ordinary shares, representing 18.4% beneficial ownership, subject to the terms and conditions set forth in the call option agreement between Iwamatsu Reien and Xiangju Mu.
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Iwamatsu Reien is the beneficial owner of an aggregate of 29,747,165 ordinary shares of the Issuer beneficially owned by Solid Wise, representing 18.4% beneficial ownership. All of the 29,747,165 ordinary shares are subject to the terms and conditions of the call option agreement described above.
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Xiangju Mu may be deemed to be the beneficial owner of 29,747,165 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 18.4% beneficial ownership. All of the 29,747,165 ordinary shares are subject to the terms and conditions set forth in the call option agreement described above.
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b)
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Solid Wise, Iwamatsu Reien and Xiangju Mu may be deemed to have the shared power to vote and dispose of 29,747,165 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 Iwamatsu Reien and Xiangju Mu.*
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10.3
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Call Option Agreement, dated April 26, 2011, between Iwamatsu Reien and Li Liu.*
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10.4
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Joint Filing Agreement by and among Solid Wise Limited, Iwamatsu Reien and Xiangju Mu.
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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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SOLID WISE LIMITED
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/s/ Iwamatsu Reien
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Name: Iwamatsu Reien
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Title: Director
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Date: May 11, 2011
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Iwamatsu Reien
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/s/ Iwamatsu Reien
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Name: Iwamatsu Reien
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Date: May 11, 2011
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Xiangju Mu
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/s/ Xiangju Mu
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Name: Xiangju Mu
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SOLID WISE LIMITED
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By:
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/s/ Iwamatsu Reien
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Name: Iwamatsu Reien, Director
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/s/ Iwamatsu Reien
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Name: Iwamatsu Reien
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/s/ Xiangju Mu
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Name: Xiangju Mu
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