DRS/A

DRAFT - April 22, 2013
Confidentially submitted pursuant to Section 106(a) of the Jumpstart Our Business Startups Act of 2012 

As filed with the Securities and Exchange Commission on April 22, 2013

Registration No. 333-________

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

China Commercial Credit, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	6199	45-4077653
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

No. 1688, Yunli Road, Tongli

Wujiang, Jiangsu Province

People’s Republic of China

(86-0512) 6396-0022

 (Address, including zip code, and telephone number, including area code,

of Registrant’s principal executive offices)

National Registered Agents, Inc.

160 Greentree Drive, Suite 101

Dover, Delaware 19904

(800) 550-6724

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies of all correspondence to:

Ellenoff Grossman & Schole LLP	Blank Rome LLP
Barry I. Grossman, Esq.	Barry H. Genkin, Esq.
Benjamin S. Reichel, Esq.	One Logan Square
150 East 42nd Street, 11th Floor	130 N 18th Street
New York, NY 10017	Philadelphia, PA 19103-6998
Tel: (212) 370-1300	Tel: (215) 569-5514
Fax: (212) 370-7889	Fax: (215) 832-5514

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, please check the following box:   o

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.   o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer     o	o Accelerated filer
Non-accelerated filer       x (Do not check if smaller reporting company)	o Smaller reporting company

Calculation of Registration Fee

Title of Class of Securities to be Registered	Amount to be Registered²		Proposed Maximum Aggregate Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee¹
Common Stock, $0.001 per share	$	[_____]	$	[____]	$	23,000,000	$	3,137.20
Total		[_____]	$	[____]	$	23,000,000	$	3,137.20

(1)   The registration fee for securities to be offered by the Registrant is based on an estimate of the Proposed Maximum Aggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registration fee pursuant to Rule 457(o).

(2)   Includes [_____] shares of the Registrant’s common stock subject to an option granted to the underwriter solely to cover over-allotments, if any.

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be amended. The Company may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED APRIL 22, 2013

China Commercial Credit, Inc.

[_____] SHARES OF COMMON STOCK

OFFERING PRICE OF $[_____] PER SHARE

We are offering [_________] shares of our common stock.  We expect the initial public offering price of the shares to be between $[___] and $[___] per share.  If the initial offering price of the shares is $[___], the mid-point of the price range for this offering, we will offer [_______] shares.  Currently, no public market exists for our common stock.  We have applied for the listing of the shares on the NASDAQ Capital Market (“NASDAQ”) under the symbol “CCCR”, however no assurance can be given that our application will be approved. If the application is not approved, we will not complete this offering.

We are an “emerging growth company” under the federal securities laws and will be subject to reduced public company reporting requirements.  Investing in our common stock is highly speculative and involves a significant degree of risk.  See “Risk Factors” beginning on page 12 of this prospectus for a discussion of information that should be considered before making a decision to purchase our common stock.

	Per Share(1)	Total
Initial public offering price	$	$
Underwriting discount and commissions	$	$
Proceeds, before expenses, to China Commercial Credit, Inc.	$	$

(1) Based on the mid-point price for this offering.

We have granted the underwriter a [__]-day option to purchase up to an additional [__] shares of our common stock at the public offering price, less the underwriting discount, to cover any over-allotments.

The underwriter expects to deliver the shares against payment in New York, New York, on or about ____, 2013.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

Burnham Securities Inc.

The date of this prospectus is ___, 2013

TABLE OF CONTENTS

	Page
USE OF MARKET AND INDUSTRY DATA	1
PROSPECTUS SUMMARY	1
RISK FACTORS	12
USE OF PROCEEDS	30
DETERMINATION OF THE OFFERING PRICE	30
MARKET FOR OUR COMMON STOCK	31
CAPITALIZATION	32
DILUTION	32
EXCHANGE RATE INFORMATION	33
SELECTED CONDENSED FINANCIAL AND OPERATING DATA	34
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	35
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION	36
BUSINESS	46
DIRECTORS AND EXECUTIVE OFFICERS	61
EXECUTIVE COMPENSATION	66
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	67
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	68
DESCRIPTION OF CAPITAL STOCK	69
SHARES ELGIBLE FOR FUTURE SALE	70
UNDERWRITING	71
EXPERTS	76
LEGAL MATTERS	76
INTERESTS OF NAMED EXPERTS AND COUNSEL	76
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION	76
ENFORCEMENT OF JUDGMENTS	76
WHERE YOU CAN FIND ADDITIONAL INFORMATION	76
FINANCIAL STATEMENTS	77
INFORMATION NOT REQUIRED IN PROSPECTUS	II-1

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR TO WHICH WE HAVE REFERRED YOU. WE HAVE NOT, AND THE UNDERWRITER HAS NOT, AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS DOCUMENT MAY ONLY BE USED WHERE IT IS LEGAL TO SELL THESE SECURITIES. THE INFORMATION IN THIS DOCUMENT MAY ONLY BE ACCURATE ON THE DATE OF THIS DOCUMENT.

USE OF MARKET AND INDUSTRY DATA

This prospectus includes market and industry data that has been obtained from third party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge).  Management’s knowledge of such industries has been developed through its experience and participation in these industries.  While our management believes the third party sources referred to in this prospectus are reliable, neither we nor our management have independently verified any of the data from such sources referred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources.  Internally prepared and third party market forecasts, in particular, are estimates only and may be inaccurate, especially over long periods of time.  In addition, the underwriter has not independently verified any of the industry data prepared by management or ascertained the underlying estimates and assumptions relied upon by management.  Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article.  The information in any such publication, report, survey or article is not incorporated by reference in this prospectus.

PROSPECTUS SUMMARY

This summary highlights certain information contained elsewhere in this prospectus. You should read the entire prospectus carefully, including our financial statements and related notes, and especially the risks described under “Risk Factors” beginning at page 12. We note that our actual results and future events may differ significantly based upon a number of factors.  The reader should not put undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.

All references to “we,” “us,” “our,” “CCC,” “Company,” “Registrant” or similar terms used in this prospectus refer to China Commercial Credit, Inc., a Delaware corporation (“CCC”), including its consolidated subsidiaries and variable interest entities (“VIE”), unless the context otherwise requires. We conduct our business through an operating entity, Wujiang Luxiang Rural Microcredit Co., Ltd., a PRC company with limited liability by stock (“Wujiang Luxiang”), which is a VIE controlled by a wholly-owned subsidiary of ours through a series of contractual arrangements.

“PRC” or “China” refers to the People’s Republic of China, excluding, for the purpose of this prospectus, Taiwan, Hong Kong and Macau. “RMB” or “Renminbi” refers to the legal currency of China and “$”, “US$” or “U.S. Dollars” refers to the legal currency of the United States.

1

THE COMPANY

General

China Commercial Credit, Inc., through its subsidiaries and certain contractual arrangements, controls a microcredit company, Wujiang Luxiang, that provides direct loans and loan guarantee services to small-to-medium sized businesses (“SMEs”), farmers and individuals in the city of Wujiang, Jiangsu Province, China. Jiangsu, which is an eastern coastal province, has among the highest population density in China and is home to many of the world’s leading exporters of electronic equipment, chemicals and textiles. As a result, the city of Wujiang ranks as one of the most economically successful cities in China.

The SMEs, both in Jiangsu and other provinces in China, have historically been an under-served segment of the Chinese banking market. Due to the significant demand from SMEs, the number of microcredit companies in China is increasing rapidly. According to the People’s Bank of China (the “PBOC”), there were approximately 5,600 microcredit companies in China with a total outstanding loan balance of over $80 billion as of September 2012.

Many SMEs and farmers have been borrowing at high interest rates from “underground” lenders to finance their operations and growth, contrary to the preferences of Chinese banking authorities. Such high interest rate borrowing makes it difficult for businesses to grow, and also exacerbates China’s concerns about inflation. Consequently, in 2008, the China Banking Regulatory Commission (the “CBRC”) and the PBOC issued the 2008 People’s Bank of China Guidance on the Microcredit Company Pilot Yin. Jian. Fa. (2008) (No.23) (“Circular No. 23”) to establish a new type of financial vehicle that would provide microfinance for small borrowers. Pursuant to Circular No. 23 and regulations issued by Jiangsu province, Wujiang Luxiang was established in 2008.

The loans and services that we offer bridge the gap between Chinese state-owned and commercial banks that have not traditionally served the capital needs of SMEs and higher interest rate “underground” lenders. We offer loans to meet borrowing needs with fixed interest rates. We also provide guarantees to enable SMEs to obtain loans from third parties. Thanks to the stable relationships we have with local branches of the state-owned and commercial banks and our stable borrower base, we have been generating significant revenue from the interest income we generate from our direct loan and fee income from our guarantee business. In addition, by consistently adhering to our strict underwriting policies, we have been asked to extend less than 5% of our loans.

Since Wujiang Luxiang’s inception in October 2008, it has developed a large and growing number of borrowers in Wujiang City. As of December 31, 2012, it has built an $85.8 million portfolio of direct loans to 248 borrowers and guaranteed 145 loans aggregating $86.4 million for 116 borrowers. For the years ended December 31, 2011 and 2012, we generated $10,862,985 and $12,586,724 of net revenue with $8,301,905 and $8,312,469 of net income, respectively.  We strive to optimize every aspect of our operations as we continue to grow our business.  We believe that our management team’s expertise in underwriting loans, combined with a growing borrower base, lays a foundation for our continuing growth.

Business Strategy

We intend to implement two primary strategies to expand and grow the size of our Company: (i) increase our lending capacity through the cash generated from operations and through increase of our registered capital by equity financing and (ii) potential acquisitions of similar microcredit companies in Jiangsu Province, China.

 Organic growth will occur through expansion of our direct loan and guarantee services directed at SMEs and farmers. Our existing direct loan and guarantee services could also be expanded by increasing our registered capital base with a portion of the proceeds of this offering or other financing.  The lending capacity of Wujiang Luxiang is limited to the aggregate of its registered capital, any loans it borrows and other funds permitted under PRC laws, such as profits generated from operation and donations, subject to certain statutory reserve deductions required under the PRC laws and regulation. According to a policy named “An Opinion Regarding Further Pushing Forward the Reform of Rural Microcredit Companies,” Su Zheng Ban Fa (2011) No. 8 (“Jiangsu Document No. 8”), the maximum obligation Wujiang Luxiang is allowed to provide guarantees for is three times its net capital. As of December 31, 2012, the registered capital of Wujiang Luxiang was $44,063,863. Under PRC laws, the registered capital refers to the total amount of equity investment made by the shareholders. Once the registered capital is established, it cannot be used for purposes beyond the approved business scope of that entity.  Upon closing of this offering, WFOE will receive the net proceeds of this offering, net of certain expense reserves. WFOE intends to then lend the entire amount of the net proceeds it receives (net of the Expense reserve and the investor relations reserve) to the 12 shareholders of Wujiang Luxiang who will be obligated to contribute such proceeds to Wujiang Luxiang to increase the registered capital of Wujiang Luxiang.  We believe that as our registered capital increases, we will be able to continue to expand our direct loan and guarantee services.  Because our target market has been historically underserved by the state-owned and commercial banks in China, we believe there will be a continuously high demand for our services and we will be able to attract a steady flow of borrowers.

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Also, we believe that we may have the opportunity to acquire other microcredit companies of similar size and scope in Jiangsu Province, China.  As a result of such acquisitions, we may expand our geographic coverage by obtaining requisite licenses to do business in other cities in Jiangsu province. We intend to actively pursue acquisition opportunities as they arise, although we currently do not have any binding agreement with any acquisition target and there can be no assurance that we will be able to locate any target or negotiate definitive terms with them. In addition, we do not have any arrangement or understanding to acquire other microcredit companies at this time.

Competitive Strengths

We believe there are several key factors that will continue to differentiate us from other microcredit companies in the city of Wujiang.

● Experienced Management Team.   We have a senior management team that has time-tested, hands-on experience with a high degree of market knowledge and a thorough understanding of the lending industry in China. Mr. Huichun Qin, our CEO and one of the founders of Wujiang Luxiang, worked at the Suzhou Sub-Branch of PBOC from 1981 to 2008, where he served as deputy director of Accounting Finance Section from 1993 to 2006. From 2006 to 2008, Mr. Qin served as the vice president of Wujiang Sub-Branch of PBOC. Mr. Qin also served as a deputy director at the Jiangsu Branch of State Administration of Foreign Exchange (the “SAFE”) from 2006 to 2008.  Other members of our management team have an average of 25 years of previous banking, accounting or other relevant experience. We believe that our management’s significant experience in the lending industry and our efficient underwriting process allow us to more accurately judge to whom to lend to and how to structure the loan.

● Stable Relationship with State-Owned Banks and Commercial Banks.  We have established relationships with local branches of the state-owned and provincial commercial banks.  We currently have a credit facility agreement with Agricultural Bank of China pursuant to which it extended a line of credit to us, and other state owned banks are interested in extending credit to us. We also have established guarantee cooperation relationships with China Construction Bank, Agricultural Bank of China, Bank of Communications, China CITIC Bank Agriculture Commercial Bank and Jiangsu Bank pursuant to which these banks previously have agreed to accept us as a guarantor for third party loans. Although there is no written understanding between these banks and us with regard to referral of lending business, we believe that the reputation of our management team enables us to maintain and develop good relationships with the local branches of these state owned and commercial banks.

● Early Entrance and Good Reputation.  We are one of the first microcredit companies approved in the city of Wujiang region. We have strong market recognition among the small borrowers in the city of Wujiang, which we believe should translate into a steady flow of borrowers.

● Stable Borrower Base. Due to our early entrance that resulted in a sizeable market share, we have been able to retain a stable borrower base with recurring borrowing needs and good repayment track records.

We believe we have the following competitive strengths compared to the local branches of state-owned banks and commercial banks which are permitted to extend credit to microcredit companies.

● Fast Service.  We can close loans more quickly than traditional Chinese banks due to our efficient yet stringent underwriting process and a less bureaucratic environment, which is friendlier to SMEs, farmers and individuals.

● Favorable Rate to Borrowers with Good Track Records.  We offer favorable rates to borrowers who have a good track record with us, especially to the borrowers who provide real property as collateral.  SMEs appear more willing to establish and maintain good relationship with us than with the local branches of the state-owned and commercial banks who may not be willing to provide as much personalized attention to SMEs.

● A Greater Willingness to Lend to SMEs. We are focused on providing credit to SMEs, farmers and individuals in the city of Wujiang. With our extensive knowledge and experience working with local SMEs, farmers and individuals, we are better equipped to attract such borrowers and maintain a long-standing relationship with them.

3

Corporate Structure

China Commercial Credit, Inc. is a holding company that was incorporated under the laws of the State of Delaware on December 19, 2011. The Company, through its indirect wholly-owned subsidiary, Wujiang Luxiang Information Technology Consulting Co. Ltd. (“WFOE”), a limited liability company formed under the laws of the PRC on September 26, 2012, controls our operating entity, Wujiang Luxiang, a company established under the laws of the PRC on October 21, 2008, through a series of contractual arrangements.  CCC International Investment Ltd. (“CCC BVI”), a company incorporated under the laws of the British Virgin Islands (“BVI”) on August 21, 2012, is wholly owned by the Company.  CCC BVI wholly owns CCC International Investment Holding Ltd. (“CCC HK”), a company incorporated under the laws of the Hong Kong S.A.R. of the PRC on September 4, 2012.  WFOE is wholly owned by CCC HK. 

The following diagram illustrates our corporate structure upon completion of this offering:

Key:  equity ownership   contractual arrangement

(1)	Wujiang Luxiang Shareholders include eleven Chinese companies and one Chinese individual, Mr. Huichun Qin, our CEO and Director.
(2)	Pursuant to certain share exchange agreements dated August 7, 2012, 16 PRC individuals exchanged 100% of their equity interests in their respective BVI entities for shares of common stock of CCC. Following the share exchanges, the 16 PRC individuals collectively owned an aggregate of 9,307,373 shares of common stock of CCC and the 16 BVI entities became wholly owned subsidiaries of CCC.  For a detailed discussion of the share exchange transaction, see “Certain Relationship and Related Transactions” beginning on page 67.
(3)	Pursuant to a series of contractual arrangements (“VIE Agreements”), WFOE effectively controls and assumed management of the business activities of Wujiang Luxiang.  A more detailed description of these VIE Agreements is provided under “Business - Our History and Corporate Structure - Contractual Arrangements” on page 47.

4

Below are detailed descriptions of each entity involved in our corporate structure.

CCC

China Commercial Credit, Inc. is a holding company incorporated under the laws of the State of Delaware on December 19, 2011. There are 90 holders of record of CCC’s common stock as of the date of this prospectus.  CCC currently has one director, Mr. Huichun Qin, who is a PRC citizen living in China. There have been no shareholder meetings held since its inception.  As a holding company, CCC does not have nor intends to have substantial operations in the foreseeable future.  CCC has one employee, Mr. Huichun Qin, who was appointed as the CEO and President on August 1, 2012 by the sole director. Mr. Qin entered into an Employment Agreement with CCC on August 1, 2012.

On December 19, 2011, CCC issued 691,244 shares of its common stock to its initial shareholder.  On August 7, 2012, CCC, 16 PRC individuals, each of whom is the sole shareholder of a BVI company, and the 16 BVI entities entered into Share Exchange Agreements. The 16 PRC individuals are or represent the ultimate owners of Wujiang Luxiang Shareholders. A form of the Share Exchange Agreement is filed as Exhibit 2.1 to the registration statement of which this prospectus forms a part. The owners of these 16 BVI entities exchanged 100% of their outstanding interest in such companies for an aggregate of 9,307,373 shares of common stock of CCC. Upon consummation of the transactions contemplated in the Share Exchange Agreements (the "Share Exchanges"), the 16 BVI entities became wholly owned subsidiaries of CCC. On August 7, 2012, CCC issued a total of 1,061,290 shares of our Common Stock to an aggregate of 13 investors at the purchase price of $0.001 per share pursuant to certain subscription agreements. A form of the subscription agreement is attached as Exhibit 10.9 to the registration statement of which this prospectus forms a part. Between January 1, 2012 and September 7, 2012, CCC issued a total of 645 shares of Series A Preferred Stock to an aggregate of 11 investors for aggregate consideration of $322,500. Between October 12, 2012 and January 2, 2013, CCC issued a total of 1,280 shares of Series B Preferred Stock to an aggregate of 35 investors for aggregate consideration of $322,000.

16 BVI Entities

On August 7, 2012, CCC entered into certain share exchange agreements with 16 PRC individuals, each of whom was the sole shareholder of a BVI company, and the 16 BVI entities. These 16 individuals own or represent the owners of the economic interests of the 12 Wujiang Luxiang Shareholders, although none of the 16 BVI entities have any equity interest or economic interest in Wujiang Luxiang.  There is no written or oral voting agreement among the 16 PRC individuals. They do not intend to hold the CCC shares of common stock as a group.  The 16 PRC individuals each have their distinctive voting and dispositive power over the shares of CCC common stock they beneficially own.  Each of the 16 individuals exchanged 100% of their equity interests in their respective BVI entities for certain number of shares of common stock of CCC as shown in the chart under “Certain Relationship and Related Transactions” on page 67.  Upon consummation of the Share Exchanges, the 16 individuals collectively owned an aggregate of 9,307,373 shares of common stock of CCC and each of the 16 BVI entities became a wholly owned subsidiary of CCC.  The only purpose of these 16 BVI entities was to create a method for the 16 PRC individuals to own shares of CCC common stock on their own following consummation of the Share Exchanges.

5

None of the 16 BVI entities have any employees.  The chart below shows each of these 16 BVI entities’ date of incorporation, shareholder and director.

No.	Name of BVI company	Date of incorporation	Name of Sole  Stockholder and Director
1.	Ke Da Investment Ltd.	March 8, 2012	Ling, Jingen
2.	Kai Tong International Ltd.	March 8, 2012	Cui, Genliang
3.	Bao Lin Financial International Ltd.	March 8, 2012	Song, Qidi
4.	Yun Tong International Investment Ltd.	March 8, 2012	Wu, Jianlin
5.	Ding Hui Ltd.	March 6, 2012	Mo, Lingen
6.	Wei Hua International Investment Ltd.	March 8, 2012	Xu, Weihua
7.	Xin Shen International Investment Ltd.	March 8, 2012	Li, Senlin
8.	Tong Ding Ltd.	March 6, 2012	Shen, Xiaoping
9.	Zhong Hui International Investment Ltd	March 8, 2012	Ling Jinming
10.	Candid Finance Ltd.	May 21, 2012	Jiang, Xueming
11.	Heng Ya International Investment Ltd.	March 8, 2012	Shen Longgen
12.	Yu Ji Investment Ltd.	March 8, 2012	Qin, Huichun
13.	Shun Chang Ltd	March 6, 2012	Pan, Meihua
14.	Run Da International Investment Ltd	March 8, 2012	Ling, Jianferg
15.	FuAo Ltd	March 8, 2012	Ma, Minghua
16.	Da Wei Ltd	March 8, 2012	Wu, Weifang

CCC BVI

CCC International Investment Ltd (“CCC BVI”) is a company incorporated under the laws of the British Virgin Islands on August 21, 2012 and wholly owned by CCC.  It does not have nor intends to have any substantive operations other than serving as a holding vehicle. The reason for the creation of CCC BVI is to avoid payment of stamp tax if CCC wants to transfer the shares it indirectly owns in CCC HK. The transfer of shares in a Hong Kong entity incurs a 2% stamp tax pursuant to Hong Kong tax laws.  There is no stamp tax payable for transfer of shares in a BVI entity pursuant to BVI tax laws. The current director of CCC BVI is Mr. Huichun Qin who lives in China. CCC BVI currently does not have any employees.

CCC HK

CCC International Investment Holding Ltd (“CCC HK”) is a company incorporated under the laws of the Hong Kong S.A.R. of the PRC on September 4, 2012 and wholly owned by CCC BVI. It does not have nor intend to have substantive operations other than serving as a holding vehicle.  The reason for the creation of CCC HK is to minimize PRC withholding tax on dividends.  Pursuant to the tax treaty between Hong Kong and mainland China, a withholding tax rate of 5% for distribution of dividends may apply on dividends received by CCC HK if certain requirements under such tax treaty are met, while the withholding tax rate is 10% for dividends to be received by companies incorporated in most other jurisdictions. The current director of CCC HK is Mr. Huichun Qin who lives in China.  CCC HK currently does not have any employees.

6

WFOE

Wujiang Luxiang Information Technology Consulting Co. Ltd. (“WFOE”) is a limited liability company formed under the laws of the PRC on September 26, 2012. It controls our operating entity, Wujiang Luxiang, through a series of contractual arrangements.  

WFOE is wholly owned by CCC HK. The current director of WFOE is Mr. Huichun Qin. WFOE’s only employee is Mr. Huichuan Qin who serves as the president.  WFOE is designed to provide consulting services to Wujiang Luxiang and receive a service fee approximately equal to 100% of Wujiang Luxiang’s net income. WFOE’s current operation is solely to provide such consulting services pursuant to terms of the Exclusive Business Cooperation Agreement attached as Exhibit 10.2 to the registration statement of which this prospectus forms a part.

There are no PRC state, provincial or local laws, rules and regulations prohibiting or restricting direct foreign equity ownership in companies engaged in microcredit business. However, the provincial authorities regulate microcredit companies through strict licensing requirements and approval procedures.  Direct controlling foreign ownership in a for-profit microcredit company has never been approved by competent Jiangsu government authorities. Based on the current position taken by the competent Jiangsu government authorities, direct controlling foreign ownership of a for-profit microcredit company will not be approved in the foreseeable future.

As such, WFOE has entered into a series of contractual arrangements (“VIE Agreements”) with Wujiang Luxiang and its shareholders.  Pursuant to the VIE Agreements, WFOE effectively assumed management of the business activities of Wujiang Luxiang and has the right to appoint all executives, senior management and the members of the board of directors of Wujiang Luxiang.  The VIE Agreements are comprised of a series of agreements, including an Exclusive Business Cooperation Agreement, Share Pledge Agreement, Exclusive Option Agreement, Power of Attorney and Timely Reporting Agreement, through which the WFOE has the right to advise, consult, manage and operate Wujiang Luxiang in return for a service fee approximately equal to 100% of Wujiang Luxiang’s net income.  All shareholders of Wujiang Luxiang, which include 11 Chinese companies and Mr. Huichun Qin, our Chief Executive Officer and Chairman of the Board (collectively the “Wujiang Shareholders”), have pledged their right, title and equity interests in Wujiang Luxiang as security for the WFOE to collect such service fees from Wujiang Luxiang through a Share Pledge Agreement.  In order to further reinforce WFOE’s rights to control and operate Wujiang Luxiang, the Wujiang Shareholders have granted the WFOE an exclusive right and option to acquire all of their equity interests in Wujiang Luxiang through an Exclusive Option Agreement. Wujiang Luxiang received its business license on October 21, 2008 and currently has the necessary license and permits to conduct its business.  A more detailed description of these VIE Agreements is provided under “Business - Our History and Corporate Structure - Contractual Arrangements” on page 47.  Forms of these VIE Agreements are included as Exhibit 10.2 to 10.6 to the registered statement.

 Under the current PRC laws and regulations, we believe that the VIE Agreements are not subject to any government approval except for the Circular No. 75 registration with SAFE and equity interest pledge registration with AIC.  Such approvals are not required because our business does not involve any subject matter that requires government approval. The 16 PRC residents who beneficially own shares in CCC are required to register their ownership with SAFE and have obtained such SAFE registration in November 2012.  The 12 Wujiang Luxiang Shareholders are required to register their equity pledge arrangement as set forth in the Equity Pledge Agreement with AIC.  Such registrations have been completed as of April 15, 2013.  Other than the above two types of registrations, we do not need to obtain any approval from the PRC Ministry of Commerce (“MOFCOM”), China Securities Regulatory Commission (“CSRC”) or other PRC authority prior to publicly listing our securities in the United States.  For a discussion of the risks and uncertainties relating to our corporate structure related to the VIE Agreements, see “Risk Factors” beginning on page 12.

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Wujiang Luxiang

Wujiang Luxiang Rural Microcredit Co., Ltd. (“Wujiang Luxiang”) is a company with limited liability by stock established under the laws of the PRC on October 21, 2008.  There are currently eleven entity shareholders and one individual shareholder, Mr. Huichun Qin.  The board of directors of Wujiang Luxiang consists of seven directors, all of whom live in China. There are currently 22 full time employees.  Below are the names of the officers and key employees of Wujiang Luxiang.

●  Huichun Qin - Chief Executive Officer

●          Long Yi - Chief Financial Officer

●          Yao XingLin -  Deputy General Manager

●          Zhong YueMin - Deputy General Manager

●          Zhao  MoSheng - Risk Control Director

●          Zhong HaiYuan  - Board Secretary

Wujiang Luxiang is currently our only operating entity. For detailed discussions of Wujiang Luxiang’s operations, see “Business” beginning on page 46.

Emerging Growth Company Status

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act, and we are eligible to take advantage of certain exemptions from various reporting and financial disclosure requirements that are applicable to other public companies, that are not emerging growth companies, including, but not limited to, (1) presenting only two years of audited financial statements and only two years of related management’s discussion & analysis of financial condition and results of operations in this prospectus; (2) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), (3) reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and (4) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We intend to take advantage of these exemptions, and we do not know if investors will find investing in our common stock less attractive as a result.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”), for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We elected to opt out of such extended transition period and acknowledge such election is irrevocable pursuant to Section 107 of the JOBS Act.

We could remain an emerging growth company for up to five years, or until the earliest of (1) the last day of the first fiscal year in which our annual gross revenues exceed $1 billion, (2) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities and Exchange Act of 1934, as amended (“the Exchange Act”), which would occur if the market value of our common stock that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter and we have been publicly reporting for at least 12 months, or (3) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.  Even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or auditor attestation of internal controls over financial reporting.

Risks Associated With Our Business

Investing in our common stock involves a high degree of risk. Please see the section entitled “Risk Factors” starting on page 12 of this prospectus to read about risks that you should consider carefully before buying shares of our common stock.

Corporate Information

Our principal executive offices are located at No. 1688, Yunli Road, Tongli, Wujiang, Jiangsu Province, China. Our telephone number is (86-0521) 6396-0022. Our agent for service of process is National Registered Agents, Inc. 160 Greentree Drive, Suite 101, Dover, Delaware 19904. Their telephone number is (800) 550-6724. Our website is www.chinacommercialcredit.com. The information on our website is not a part of this prospectus.

8

THE OFFERING

Securities Being Offered:	[______] shares of CCC common stock, plus over-allotment, if any.
Initial Offering Price:	The purchase price for the shares is between $[___] and [___] per share of common stock.
Number of Common Stock Issued and Outstanding Before the Offering:	11,520,737 shares of our common stock are issued and outstanding as of the date of this prospectus.
Number of Common Stock Issued and Outstanding After the Offering:	[___] shares of our common stock will be issued and outstanding after this offering is completed.
Use of Proceeds:	We intend to use the net proceeds of this offering to increase the registered capital and lending capacity of Wujiang Luxiang and to contribute to the registered capital of WFOE. In the event a strategic acquisition presents itself, including opportunities that can help us promote our business to new borrowers in Jiangsu Province, China, we could use a portion of these proceeds for such acquisition.  In the event that we do not identify any definitive acquisition candidates, we will use such proceeds for working capital and additional lending capacity. For more information on the use of proceeds, see “Use of Proceeds” on page 30.
Proposed NASDAQ Symbol:	CCCR
Risk Factors:	Investing in these securities involves a high degree of risk. As an investor you should be able to bear a complete loss of your investment. You should carefully consider the information set forth in the “Risk Factors” section beginning on page 12.
Dividend Policy:	We declared and paid dividends for the years 2009, 2010 and 2011. We did not declare any dividends for the year 2012. We do not anticipate paying any such dividends for the foreseeable future.

9

SUMMARY CONDENSED FINANCIAL DATA

The following summary condensed financial data for the fiscal years ended December 31, 2012 and 2011 are derived from the audited consolidated financial statements included elsewhere in this prospectus.  The historical results presented below are not necessarily indicative of financial results to be achieved in future periods.

Prospective investors should read these summary condensed financial data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed financial statements and the related notes included elsewhere in this prospectus.

CHINA COMMERCIAL CREDIT, INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2012				December 31, 2011
ASSETS
Cash		$	1,588,061			$	3,549,644
Restricted cash			11,595,489				12,443,735
Loans receivable, net of allowance for loan losses $857,813 and $766,673 for December 31, 2012 and 2011, respectively			84,923,480				76,022,989
Due from a related party			-				235,905
Interest receivable			905,454				666,918
Tax receivable, net			-				559,277
Property and equipment, net			302,626				50,161
Other assets			689,709				1,027,800
Total Assets		$	100,004,819			$	94,556,429
LIABILITIES AND SHAREHOLDERS’EQUITY
LIABILITIES
Short-term bank loans		$	20,606,791			$	23,590,469
Deposits payable			9,428,061				9,113,229
Unearned income from financial guarantee services			773,402				955,047
Accrual for financial guarantee services			880,725				887,426
Tax payable, net			20,449				-
Other current liabilities			742,745				620,029
Deferred tax liability			303,567				264,040
Total Liabilities		$	32,755,740			$	35,430,240
SHAREHOLDERS’ EQUITY
Series A Preferred Stock, par value $0.001 per share, 1,000,000 shares authorized, 645 shares outstanding at December 31, 2012		$	241,875			$	-
Series B Preferred Stock, par value $0.001 per share,  5,000,000 shares authorized, 1,280 shares outstanding at December 31, 2012			240,000				-
Common stock, par value $0.001 per share, 100,000,000 shares authorized and 11,520,737 and 1,152,074 shares issued and outstanding at December 31, 2012 and December 31, 2011, respectively			11,521				1,152
Subscription receivable			(11,062	)			-
Additional Paid-in Capital			43,763,003			$	44,062,711
Statutory reserve			4,232,164				2,967,237
Retained earnings			14,558,205				8,353,217
Accumulated other comprehensive income			4,213,373				3,741,872
Total Shareholders’ Equity			67,249,079				59,126,189
Total Liabilities and Shareholders’ Equity		$	100,004,819			$	94,556,429

10

CHINA COMMERCIAL CREDIT, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	For the Years Ended
	December 31, 2012				December 31, 2011
Interest income
Interest and fees on loans		$	12,003,158		$	10,854,752
Interest and fees on loans-related party			13,119			72,830
Interest on deposits with banks			272,782			248,262
Total interest and fee income			12,289,059			11,175,844
Interest expense
Interest expense on short-term bank loans			(1,298,081	)		(1,237,312	)
Interest expense on short-term borrowings-related party			-			(346,921	)
Net interest income			10,990,978			9,591,611
Provision for loan losses			(85,035	)		(42,994	)
Net interest income after provision for loan losses			10,905,943			9,548,617
Commissions and fees on financial guarantee services			1,667,067			1,441,942
Commissions and fees on financial guarantee services – related party			-			10,297
Under/(over) provision on financial guarantee services			13,714			(137,871	)
Commission and fees on guarantee services, net			1,680,781			1,314,368
NET REVENUE			12,586,724			10,862,985
Non-interest income
Government incentive			188,146			623,345
Other non-interest income			135,831			102,487
Total  non-interest income			323,977			725,832
Non-interest expense
Salaries and employee surcharge			(1,052,199	)		(838,572	)
Rental expenses			(254,921	)		(248,911	)
Business taxes and surcharge			(472,216	)		(528,286	)
Other operating expense			(1,111,930	)		(480,587	)
Total non-interest expense			(2,891,266	)		(2,096,356	)
INCOME BEFORE PROVISION FOR INCOME TAXES			10,019,435			9,492,461
Provision for income taxes			(1,706,966	)		(1,190,556	)
Net Income			8,312,469			8,301,905
Other comprehensive income
Foreign currency translation adjustment			471,501			2,163,403
COMPREHENSIVE INCOME		$	8,783,970		$	10,465,308

11

RISK FACTORS

An investment in our common stock involves a high degree of risks.  You should carefully consider the following material risk factors and other information in this prospectus before deciding to invest in our common stock. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth could be seriously harmed. As a result, the trading price, if any, of our common stock could decline and you could lose all or part of your investment.

Risks Relating to Our Business

Our limited operating history makes it difficult to evaluate our business and prospects.

Wujiang Luxiang commenced operations in October 2008 and has a limited operating history. As of December 31, 2012, we have built an $85.8 million portfolio of direct loans to 248 borrowers and have provided a total of $86.4 million in guarantee services for 116 borrowers.  For the years ended December 31, 2011 and 2012, we generated $10,862,985 and $12,586,724 of net revenue with $8,301,905 and $8,312,469 of net income, respectively. However, our growth rate since 2008 may not be indicative of our future performance. We may not be able to achieve similar results or grow at the same rate as we did in the past. It is also difficult to evaluate our prospects, as we may not have sufficient experience in addressing the risks to which companies operating in new and rapidly evolving markets such as the microcredit industry, may be exposed. We will continue to encounter risks and difficulties that companies at a similar stage of development frequently experience, including the potential failure to:

●          obtain sufficient working capital and increase our registered capital to support expansion of our loan portfolio;

●          comply with any changes in the laws and regulations of the PRC or local province that may affect our lending operations;

●          expand our borrowers base;

●          maintain adequate control of default risks and expenses allowing us to realize anticipated revenue growth;

●          implement our customer development, risk management and acquisition strategies and adapt and modify them as needed;

●          integrate any future acquisitions; and

●          anticipate and adapt to changing conditions in the Chinese lending industry resulting from changes in government regulations, mergers and acquisitions involving our competitors, and other significant competitive and market dynamics.

If we are unable to address any or all of the foregoing risks, our business may be materially and adversely affected.

Our current operations in China are territorially limited to the city of Wujiang.

In accordance with the PRC state and provincial laws and regulations with regard to microcredit companies, we are not allowed to make loans and provide guarantees to businesses and individuals located outside of the city of Wujiang.  Our future growth opportunities depend on the growth and stability of the economy in the city of Wujiang. A downturn in the local economy or the implementation of local policies unfavorable to SMEs may cause a decrease in the demand for our loan or guarantee services and may negatively affect borrowers’ ability to repay their loans on a timely basis, both of which could have a negative impact on our profitability and business.

If the Jiangsu government subsidy we currently receive from the Jiangsu government for loans to farmers is not renewed, we would suffer a loss of revenues.

Pursuant to certain Jiangsu government policies on promotion of rural economic reform, the interest on loans to farmers is subsidized by the government. Therefore, we charge the farmers at a rate lower than that of loans to SME’s. A portion of the difference between the lower rate charged to farmers and the rate charged to SME’s is remitted to us annually by the Jiangsu government as a government subsidy.  We also received other types of government subsidies from Jiangsu government which are, among other things, intended to incentivize microcredit companies to establish and maintain strict financial operation systems. Applicants for these subsidies are required to apply for such subsidies annually.  The standards for granting such subsidy could be flexible and the number of applicants applying for such subsidies varies from year to year. In addition, the amount of funds which will be available for the Jiangsu government to use for these government subsidies each year is uncertain and depend on the needs of microeconomic development of Jiangsu province and the government’s budget.   In the event our application for such subsidy in the future is not granted or the funds we receive are reduced, we would suffer loss of revenues.

12

Changes in the interest rates and spread could have a negative impact on our revenues and results of operations.

Our revenues and financial condition are dependent on interest income, which is the difference between interest earned from loans we provide and interest paid to the lines of credit we obtain from other financial institutions.  The narrowing interest rate spread could adversely affect our earnings and financial conditions.  If we are not able to control our funding costs or adjust our lending interest rate in a timely manner, our interest margin will decline. In addition, the interest rates we charge to the borrowers in our direct loan business are linked to the PBOC benchmark interest rate (the “PBOC Benchmark Rate”).  The PBOC Benchmark Rate may fluctuate significantly due to changes in the PRC government’s monetary policy.  Due to the restriction that our interest rate cannot be higher than three times the PBOC Benchmark Rate pursuant to certain Jiangsu banking regulations released in October 2012, if we have to reduce the interest rate we charge the borrowers to reflect the decrease of the PBOC Benchmark Rate, we may suffer loss of interest income.

As a microcredit company, our business is subject to greater credit risks than larger lenders, which could adversely affect our results of operations.

There are inherent risks associated with our lending activities, including credit risk, which is the risk that borrowers may not repay the outstanding loans in our direct loan business or that we may not recover the full amount of the payment we made to the lender in our guarantee business. As a microcredit company, we extend credits to SMEs, farmer and individuals.  These borrowers generally have fewer financial resources in terms of capital or borrowing capacity than larger entities and may have fewer financial resources to weather a downturn in the economy.  Such borrowers may expose us to greater credit risks than lenders lending to larger, better-capitalized state-owned businesses with longer operating histories.  Conditions such as inflation, economic downturn, local policy change, adjustment of industrial structure and other factors beyond our control may increase our credit risk more than such events would affect larger lenders. In addition, we are only permitted to provide financial services to borrowers located in the city of Wujiang, therefore our ability to diversify our economic risks is limited by the local markets and economies.  Also, decreases in local real estate value could adversely affect the value of the real property used as collateral in our direct loan and guarantee business.  Such adverse changes in the local economy may have a negative impact on the ability of borrowers to repay their loans and our results of operations and financial condition may be adversely affected.

Our allowance for loan losses may not be sufficient to absorb future losses or prevent a material adverse effect on our business, financial condition, or results of operations.

Our risk assessment procedure uses historical information to estimate any potential losses based on our experience, judgment, and expectations regarding our borrowers and the economic environment in which we and our borrowers operate. The allowance for both loan losses and guarantee services were estimated based on 1% of the quarterly outstanding loan and guarantee portfolio balances. We believe we are required to make allowance for loan loss pursuant to “The Guidance on Provisioning for Loan Losses” (the “Provision Guidance”) issued by PBOC and “Financial Practices of Rural Microcredit Companies of Jiangsu Province Pilot” (the “Jiangsu Financial Practices”) issued by Finance Office of Jiangsu Province in 2009. However, our implementation of the measurements set forth in the Provision Guidance and the Jiangsu Financial Practices, especially the Five-Tier approach in making the specific reserve, may be deemed not in compliance with the applicable banking regulations. Our loan loss reserves may not be sufficient to absorb future loan losses or prevent a material adverse effect on our business, financial condition, or results of operations. 

Increase to the allowance for loan losses may cause our net income to decrease.

Our business is subject to fluctuations based on local economic conditions. These fluctuations are not predictable nor within our control and may have a material adverse impact on our operations and financial condition.  We may decide to increase allowance for loan losses in light of the lack of clarity in the applicable banking regulations with regard to microcredit companies.  The regulatory authority may also require an increase in the provision for loan losses or the recognition of further loan charge-offs, based on judgments different from those of our management.  Any increase in the allowance for loan losses will result in a decrease in net income and may have a material adverse effect on our financial condition and results of operations.

We lack product and business diversification. Accordingly, our future revenues and earnings are more susceptible to fluctuations than a more diversified company.

Our primary business activities include offering direct loans and providing guarantee services to our customers. If we are unable to maintain and grow the operating revenues from our business, our future revenues and earnings are not likely to grow and could decline. Our lack of product and business diversification could inhibit the opportunities for growth of our business, revenues and profits.

13

Competition in the microcredit industry is growing and could cause us to lose market share and revenues in the future.

We believe that the microcredit industry is an emerging market in China.  We may face growing competition in the microcredit industry and we believe that the microcredit market is becoming more competitive as this industry matures and begins to consolidate. We currently compete with traditional financial institutions, other microcredit companies, and some cash-rich state-owned companies or individuals that lend to SMEs. Some of our competitors have larger and more established borrower bases and substantially greater financial, marketing and other resources than we have. As a result, we could lose market share and our revenues could decline, thereby affecting our earnings and potential for growth.

There may be conflicts of interest between Mr. Huichun Qin’s role as the Chairman of the Board and CEO of our company and his role as the chairman of the board of a related entity.

Mr. Qin is the founder of Wujiang Luxiang and has been the Chairman of the Board of Directors and Chief Executive Officer of the Company since January 1, 2013. He is also the chairman of the board and shareholder of Suzhou Rongshengda Investment Holding Co., Ltd. (“Rongshengda”), a PRC limited liability company. Rongshengda is owned by Mr. Qin and 10 PRC companies, all of which are Wujiang Luxiang Shareholders. Rongshengda is in the business of making passive or other investments in early stage businesses. Wujiang Luxiang made certain loans to Rongshengda in 2011 and such loans were repaid in full in November 2011. There may be future transactions between Wujiang Luxiang and Rongshengda. Despite Mr. Qin’s fiduciary duty to us as a director and officer, in the event such conflicts arise, he may not act in our best interests and such conflicts of interest may not be resolved in our favor.

Our business depends on the continuing efforts of our management. If we lose their services, our business may be severely disrupted.

Our business operations depend on the continuing efforts of our management, particularly the executive officers named in this prospectus. If one or more of our management were unable or unwilling to continue their employment with us, we might not be able to replace them in a timely manner, or at all. We may incur additional expenses to recruit and retain qualified replacements. Our business may be severely disrupted and our financial condition and results of operations may be materially and adversely affected. In addition, our management may join a competitor or form a competing company. We may not be able to successfully enforce any contractual rights we have with our management team, in particular in China, where all of these individuals reside and where our business is operated through Wujiang Luxiang through various VIE Agreements. As a result, our business may be negatively affected due to the loss of one or more members of our management.

We require highly qualified personnel and if we are unable to hire or retain qualified personnel, we may not be able to grow effectively.

Our future success also depends upon our ability to attract and retain highly qualified personnel. Expansion of our business and our management will require additional managers and employees with industry experience, and our success will be highly dependent on our ability to attract and retain skilled management personnel and other employees. We may not be able to attract or retain highly qualified personnel. Competition for skilled personnel is significant in China. This competition may make it more difficult and expensive to attract, hire and retain qualified managers and employees.

We may have difficulty in establishing adequate management and financial controls in China.

The PRC has only recently begun to adopt the management and financial reporting concepts and practices that investors in the United States are familiar with.  We may have difficulty in hiring and retaining employees in China who have the experience necessary to implement the kind of management and financial controls that are required of a United States public company.  If we cannot establish such controls, or if we are unable to collect the financial data required for the preparation of our financial statements, or if we are unable to keep our books and accounts in accordance with the United States accounting standards for business, we may not be able to continue to file required reports with the Securities and Exchange Commission (the “SEC”), which would likely have a material adverse affect on the performance of our shares of common stock.

14

We do not foresee paying cash dividends in the foreseeable future and, as a result, our investors’ sole source of gain will depend on capital appreciation, if any.

We do not plan to declare or pay any cash dividends on our shares of common stock in the foreseeable future and currently intend to retain any future earnings for funding growth. As a result, investors should not rely on an investment in our securities if they require the investment to produce dividend income. Capital appreciation, if any, of our shares may be investors’ sole source of gain for the foreseeable future.

Our bank accounts are not insured or protected against loss.

We maintain our cash with various banks located in China. Our cash accounts are not insured or otherwise protected. Should any bank or trust company holding our cash deposits become insolvent, or if we are otherwise unable to withdraw funds, we could lose the cash on deposit with that particular bank or trust company.

Risks Relating to Doing Business in China

A slowdown of the Chinese economy or adverse changes in economic and political policies of the PRC government could negatively impact China’s overall economic growth, which could materially adversely affect our business.

We are a holding company and all of our operations are entirely conducted in the PRC.  Although the PRC economy has grown in recent years, such growth may not continue. A slowdown in overall economic growth, an economic downturn or recession or other adverse economic developments in the PRC may materially reduce the demand for our loan and guarantee services and may have a materially adverse affect on our business.

China’s economy differs from the economies of most other countries in many respects, including the amount of government involvement in the economy, the general level of economic development, growth rates and government control of foreign exchange and the allocation of resources. While the PRC economy has grown significantly over the past few decades, this growth has remained uneven across different periods, regions and economic sectors.

The PRC government also exercises significant control over China’s economic growth by allocating resources, controlling the payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Any actions and policies adopted by the PRC government could negatively impact the Chinese economy, which could materially adversely affect our business.

Substantial uncertainties and restrictions with respect to the political and economic policies of the PRC government and PRC laws and regulations could have a significant impact upon the business we may be able to conduct in the PRC and accordingly on the results of our operations and financial condition.

Our business operations may be adversely affected by the current and future political environment in the PRC. The Chinese government exerts substantial influence and control over the manner in which we must conduct our business activities. Our ability to operate in China may be adversely affected by changes in Chinese laws and regulations. Under the current government leadership, the government of the PRC has been pursuing economic reform policies that encourage private economic activities and greater economic decentralization.  However, the government of the PRC may not continue to pursue these policies, or may significantly alter these policies from time to time without notice.  

There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations, including, but not limited to, the laws and regulations governing our business, or the enforcement and performance of our arrangements with borrowers in the event of the imposition of statutory liens, death, bankruptcy or criminal proceedings. Only after 1979 did the Chinese government begin to promulgate a comprehensive system of laws that regulate economic affairs in general, deal with economic matters such as foreign investment, corporate organization and governance, commerce, taxation and trade, as well as encourage foreign investment in China.  Although the influence of the law has been increasing, China has not developed a fully integrated legal system and recently enacted laws and regulations may not sufficiently cover all aspects of economic activities in China. Also, because these laws and regulations are relatively new, and because of the limited volume of published cases and judicial interpretation and their lack of force as precedents, interpretation and enforcement of these laws and regulations involve significant uncertainties. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. In addition, there have been constant changes and amendments of laws and regulations over the past 30 years in order to keep up with the rapidly changing society and economy in China. Because government agencies and courts provide interpretations of laws and regulations and decide contractual disputes and issues, their inexperience in adjudicating new business and new polices or regulations in certain less developed areas causes uncertainty and may affect our business.  Consequently, we cannot clearly foresee the future direction of Chinese legislative activities with respect to either businesses with foreign investment or the effectiveness on enforcement of laws and regulations in China. The uncertainties, including new laws and regulations and changes of existing laws, as well as judicial interpretation by inexperienced officials in the agencies and courts in certain areas, may cause possible problems to foreign investors.

15

Our microcredit business is subject to extensive regulation and supervision by state, provincial and local government authorities, which may interfere with the way we conduct our business and may negatively impact our financial results.

We are subject to extensive and complex state, provincial and local laws, rules and regulations with regard to our loan and guarantee operations, capital structure, allowance for loan losses, among other things, as set out in the section “Business - Applicable Government Regulations” on page 58 of this prospectus.  These laws, rules and regulations are issued by different central government ministries and departments, provincial and local governments while enforced by different local authorities in the city of Wujiang. In addition, it is not clear whether microcredit companies are subject to certain banking regulations the state-owned and commercial banks are subject to, including the regulation with regard to loan loss reserves. Therefore the interpretation and implementation of such laws, rules and regulations may not be clear and occasionally we have to depend on oral inquiries with local government authorities. As a result of the complexity, uncertainties and constant changes in these laws, rules and regulation, including changes in interpretation and implementation of such, our business activities and growth may be adversely affected if we do not respond to the changes in a timely manner or are found to be in violation of the applicable laws, regulations and policies as a result of a different position from ours taken by the competent authority in the interpretation of such applicable laws, regulations and policies.  If we were found to be not in compliance with these laws and regulations, we may be subject to sanctions by regulatory authorities, monetary penalties and/or reputation damage, which could have a material adverse affect on our business operation and profitability.

We may be subject to administrative sanctions in the event the extension we obtained on contribution of WFOE’s registered capital is reversed or determined to be not effective.

Pursuant to Foreign Wholly-Owned Enterprise Law and relevant implementation rules, 15% of the US $10 million registered capital of WFOE is required to be contributed within three months and the remainder be contributed within two years after the business license is granted.  We have not made any contribution within the three month period after WFOE obtained its business license on September 26, 2012 as we do not have sufficient capital resources to make such contribution until this offering is consummated.   We plan on using part of the proceeds from this offering to contribute to the registered capital of WFOE.  Based on our oral inquiries with the local Commission of Commerce of Wujiang, we were told that the competent authority would refrain from taking specific administrative measures against us until June 30, 2013. We believe further extension may be approved in the event this offering is not consummated by then.  In the event such extension is reversed or found to be not valid by a higher authority, we may be subject to administrative sanctions, including monetary penalties and revocation of WFOE registration and its business license by AIC.

We may be subject to administrative sanctions in the event we are found to have charged excessive interest rates on some of the historical direct loans we extended.

During 2010 and 2011, we provided certain financing consulting services to an aggregate of approximately 50 individuals and companies and generated consulting fees of approximately US$188,733 (RMB 1.2 million). According to the consulting arrangements we had with these parties, we agreed to provide consulting services such as advising on the applicable lending rules and regulations, making recommendations about financing plans, assisting the parties to complete and submit financing applications and providing general guidance in the capital raising process. Some of these clients were also borrowers. We also charged additional consulting fees when such borrowers asked to expedite the review and approval process of their loan applications, as such expedited lendings are extra burdensome to our funding position. The maximum interest rate a microcredit lender is allowed to charge on microcredit loans was four times the PBOC’s Benchmark Rate, according to Circular 23 and Several Opinion Regarding the Trial of Cases promulgated by Supreme Court of PRC. Although none of these loans had interest rates higher than four times the PBOC Benchmark Rate, the aggregate amount of interest we charged such borrower plus the consulting fee would exceed four times the PBOC Benchmark Rate if the consulting fees paid by these borrowers were deemed as additional interest payments. We believe such consulting fees were compensation payments for the consulting services we provided. Also we have stopped providing such consulting services since March 2011 and we do not anticipate engaging in such consulting service in the foreseeable future. However, in the event the competent government authority determines these historical consulting fees were de facto interest payments, we may be found to have charged excessive rates on these loans and, as a result, we may be subject to sanctions by the government authority, which may include return of the excessive interest to affected borrowers, confiscation of illegal gains, fine, suspension of operation and/or revocation of our business license.

16

Investors may experience difficulties in effecting service of legal process, enforcing foreign judgments or bringing original actions in China based upon U.S. laws, including the federal securities laws or other foreign laws against us or our management.

All of our operations are conducted in China, and all of our assets are located in China. A majority of our officers are nationals or residents of the PRC and a substantial portion of their assets are located outside the United States. As a result, Dacheng Law Firm, our counsel as to PRC law, has advised us that it may be difficult for a shareholder to effect service of process within the United States upon these persons, or to enforce judgments against us which are obtained in United States courts, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States.

Dacheng Law Firm has further advised us that the recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other form of reciprocity with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, courts in the PRC will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws, national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.

Dacheng Law Firm has also advised us that in the event that shareholders originate an action against a company without domicile in China for disputes related to contracts or other property interests, the PRC courts may accept a course of action if (a) the disputed contract was concluded or performed in the PRC, or the disputed subject matter is located in the PRC, (b) the company (as defendant) has properties that can be seized within the PRC, (c) the company has a representative organization within the PRC, (d) the parties choose to submit to jurisdiction of the PRC courts in the contract, or (e) the contract is executed or performed within the PRC. The action may be initiated by the shareholder through filing a complaint with the PRC courts. The PRC courts will determine whether to accept the complaint in accordance with the PRC Civil Procedures Law. The shareholder may participate in the action by itself or entrust any other person or PRC legal counsel to participate on behalf of such shareholder. Foreign citizens and companies will have the same right as PRC citizens and companies in an action unless such foreign country restricts the rights of PRC citizens and companies.

WFOE’s ability to pay dividends to us may be restricted due to foreign exchange control and other regulations of China.

As an offshore holding company, we may rely principally on dividends from our subsidiary in China, WFOE, for our cash requirements, including paying dividends or making other distributions to our shareholders.  Under the applicable PRC laws and regulations, foreign-invested enterprises in China may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, a foreign-invested enterprise in China is required to set aside a portion of its after-tax profit to fund specific reserve funds prior to payment of dividends. In particular, at least 10% of its after-tax profits based on PRC accounting standards each year is required to be set aside towards its general reserves until the accumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends.

Furthermore, WFOE’s ability to pay dividends may be restricted due to foreign exchange control policies and the availability of its cash balance. Substantially all of our operations are conducted in China and all of our revenue received, by WFOE through VIE arrangement, are denominated in RMB. RMB is subject to exchange control regulation in China, and, as a result, we may be unable to distribute any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. Dollars.

The lack of dividends or other payments from WFOE may limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends or otherwise fund, and conduct our business. Our funds may not be readily available to us to satisfy obligations which have been incurred outside the PRC, which could adversely affect our business and prospects or our ability to meet our cash obligations. Accordingly, if we do not receive dividends from WFOE, our liquidity, financial condition and ability to make dividend distributions to our stockholders will be materially and adversely affected.

There is uncertainty in the preferential tax treatment we currently enjoy. Any change in the preferential tax treatment we currently enjoy in the PRC may materially adversely impact our net income.

Effective January 1, 2008, the New Enterprise Income Tax Law of PRC stipulates that domestically owned enterprises and foreign invested enterprises (the “FIEs”) are subject to a uniform income tax rate of 25%. While the New Enterprise Income Tax Law equalizes the income tax rates for FIEs and domestically owned enterprises, preferential tax treatment may continue to be given to companies in certain encouraged sectors and to entities classified as high-technology companies, regardless of whether these are domestically-owned enterprises or FIEs. Pursuant to the Jiangsu Document No. 132 issued in November 2009, microcredit companies in Jiangsu Province are subject to a preferential tax rate of 12.5%. As a result, Wujiang Luxiang has been subject to the preferential income tax rate of 12.5% since its inception in 2008. The taxation practice implemented by the tax authority governing our business from 2008 through 2011 was that we paid enterprise income taxes at a rate of 25% on a quarterly basis, and upon annual tax settlement done by the Company and the tax authority within five (5) months after December 31, the tax authority refunded us the excess enterprise income taxes we paid beyond the rate of 12.5% in tax credit. In 2012, the tax authority allowed us to pay enterprise income tax, on a monthly basis, at 12.5% for our income generated from our direct loan business and at 25% for income generated from our guarantee business. In addition, Wujiang Luxiang has been subject to business tax at the preferential rate of 3% since its inception in 2008.

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In April 2012 Wujiang Luxiang received a notice from local tax authority, informing us that only income generated from Wujiang Luxiang’s direct loan business was qualified to enjoy a preferential income tax rate of 12.5% and business tax of 3% under the Jiangsu Document 132, but its taxable income arising from the guarantee business was still subject to a standard tax rate of 25% for income tax and 5% for business tax. Local tax authority required Wujiang Luxiang to implement the above-mentioned policy starting with the tax filing for 2011 which was filed in April 2012, and the policy applies to all years thereafter.  The impact of the changed policy on the income tax provision on the issued financial statements of 2011 was $220,032.  However, we believe the underpayment was comparatively minimal as it only accounted for less than 3% of net income of 2011, thus it recorded the underpayment of $220,032 in the financial statements for financial year of 2012. There is no underpayment penalty assessed.

There is a risk that the competent tax authority may decide that Wujiang Luxiang will not be eligible for the preferential tax rates for the direct loan business in the future. Moreover, the PRC government could eliminate any of these preferential tax treatments before their scheduled expiration. Expiration, reduction or elimination of such preferential tax treatments will increase our income tax expenses and in turn decrease our net income.

There is uncertainty in the policy at the state and provincial levels as to how the direct loan and guarantee businesses carried out by the microcredit companies shall be treated with regard to income tax and business tax.   If the tax authority determines that the income tax, business tax or other applicable tax we previously paid were less than what was required, we may be requested to make payment for the overdue tax and interest on the overdue payment.

Our global income may be subject to PRC taxes under the PRC Enterprise Income Tax Law, which could have a material adverse effect on our results of operations.

Under the PRC Enterprise Income Tax Law, or the New EIT Law, and its implementation rules, which became effective in January 2008, an enterprise established outside of the PRC with a “de facto management body” located within the PRC is considered a PRC resident enterprise and will be subject to the enterprise income tax at the rate of 25% on its global income. The implementation rules define the term “de facto management bodies” as “establishments that carry out substantial and overall management and control over the manufacturing and business operations, personnel and human resources, finance and treasury, and acquisition and disposition of properties and other assets of an enterprise.” On April 22, 2009, the State Administration of Taxation, or the SAT, issued a circular, or SAT Circular 82, which provides certain specific criteria for determining whether the “de facto management body” of a PRC-controlled enterprise that is incorporated offshore is located in China. Although the SAT Circular 82 only applies to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreigners, the determining criteria set forth in the SAT Circular 82 may reflect the SAT’s general position on how the “de facto management body” text should be applied in determining the resident status of all offshore enterprises for the purpose of PRC tax, regardless of whether they are controlled by PRC enterprises or individuals. Although we do not believe that our legal entities organized outside of the PRC constitute PRC resident enterprises, it is possible that the PRC tax authorities could reach a different conclusion. In such case, we may be considered a PRC resident enterprise and may therefore be subject to the 25% enterprise income tax on our global income. If we are considered a resident enterprise and earn income other than dividends from our PRC subsidiary, a 25% enterprise income tax on our global income could significantly increase our tax burden and materially and adversely affect our cash flow and profitability. In addition to the uncertainty regarding how the new PRC resident enterprise classification for tax purposes may apply, it is also possible that the rules may change in the future, possibly with retroactive effect.

Fluctuations in the foreign currency exchange rate between U.S. Dollars and Renminbi could adversely affect our financial condition.

The value of the RMB against the U.S. dollar and other currencies may fluctuate. Exchange rates are affected by, among other things, changes in political and economic conditions and the foreign exchange policy adopted by the PRC government. On July 21, 2005, the PRC government changed its policy of pegging the value of the RMB to the U.S. dollar. Under the new policy, the RMB is permitted to fluctuate within a narrow and managed band against a basket of foreign currencies. Following the removal of the U.S. dollar peg, the RMB appreciated more than 20% against the U.S. dollar over three years. From July 2008 until June 2010, however, the RMB traded stably within a narrow range against the U.S. dollar. There remains significant international pressure on the PRC government to adopt a more flexible currency policy, which could result in a further and more significant appreciation of the RMB against foreign currencies. On June 20, 2010, the PBOC announced that the PRC government would reform the RMB exchange rate regime and increase the flexibility of the exchange rate. We cannot predict how this new policy will impact the RMB exchange rate. 

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Our revenues and costs are mostly denominated in the RMB, and a significant portion of our financial assets are also denominated in the RMB. Any significant fluctuations in the exchange rate between the RMB and the U.S. dollar may materially adversely affect our cash flows, revenues, earnings and financial position, and the amount of and any dividends we may pay on our common stock in U.S. dollars. In addition, any fluctuations in the exchange rate between the RMB and the U.S. dollar could also result in foreign currency translation losses for financial reporting purposes.

Future inflation in China may inhibit economic activity and adversely affect our operations.

The Chinese economy has experienced periods of rapid expansion in recent years which can lead to high rates of inflation or deflation.  This has caused the PRC government to, from time to time, enact various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation.  High inflation may in the future cause the PRC government to once again impose controls on credit and/or prices, or to take other action, which could inhibit economic activity in China.  Any action on the part of the PRC government that seeks to control credit and/or prices may adversely affect our business operations.

PRC laws and regulations have established more complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.

Further to the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rules, the Anti-monopoly Law of the PRC, the Rules of Ministry of Commerce on Implementation of Security Review System of Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated by MOFCOM or the MOFCOM Security Review Rules, was issued in August 2011, which established additional procedures and requirements that are expected to make merger and acquisition activities in China by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change of control transaction in which a foreign investor takes control of a PRC enterprise, or that the approval from MOFCOM be obtained in circumstances where overseas companies established or controlled by PRC enterprises or residents acquire affiliated domestic companies. PRC laws and regulations also require certain merger and acquisition transactions to be subject to merger control review and or security review.

The MOFCOM Security Review Rules, effective from September 1, 2011, which implement the Notice of the General Office of the State Council on Establishing the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors promulgated on February 3, 2011, further provide that, when deciding whether a specific merger or acquisition of a domestic enterprise by foreign investors is subject to the security review by MOFCOM, the principle of substance over form should be applied and foreign investors are prohibited from bypassing the security review requirement by structuring transactions through proxies, trusts, indirect investments, leases, loans, control through contractual arrangements or offshore transactions.

Further, if the business of any target company that we plan to acquire falls into the scope of security review, we may not be able to successfully acquire such company either by equity or asset acquisition, capital contribution or through any contractual arrangement. We may grow our business in part by acquiring other companies operating in our industry. Complying with the requirements of the relevant regulations to complete such transactions could be time consuming, and any required approval processes, including approval from MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.

PRC regulation of loans to, and direct investments in, PRC entities by offshore holding companies may delay or prevent us from using the proceeds of our initial public offering or other financing activities to make loans or capital increase contributions to our PRC operating subsidiaries, which could materially adversely affect our liquidity and ability to fund and expand our business.

In utilizing the proceeds from this initial public offering or in other future financing activities, as an offshore holding company with PRC subsidiaries, we may transfer funds to our PRC subsidiaries or finance our operating entity by means of shareholder’s loans or capital contributions. Any loans to our PRC subsidiaries, which are foreign-invested enterprises, cannot exceed statutory limits based on the difference between the amount of our investments and registered capital in such subsidiaries, and shall be registered with SAFE, or its local counterparts. Furthermore, any capital increase contributions we make to our PRC subsidiaries, which are foreign-invested enterprises, shall be approved by MOFCOM, or its local counterparts. We may not be able to obtain these government registrations or approvals on a timely basis, if at all.If we fail to receive such registrations or approvals, our ability to provide loans or capital increase contributions to our PRC subsidiaries may be negatively affected, which could adversely affect our liquidity and our ability to fund and expand our business.

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In addition, SAFE promulgated the Circular on the Relevant Operating Issues concerning Administration Improvement of Payment and Settlement of Foreign Currency Capital of Foreign-invested Enterprises, or Circular 142, on August 29, 2008. Its subsequent Supplementary Notice on Issues Relating to the Improvement of Business Operations over Payment and Settlement of Foreign Exchange Capital of Foreign-Invested Enterprises was promulgated by SAFE on July 18, 2011. Under Circular 142, registered capital of a foreign-invested company settled in RMB converted from foreign currencies may only be used within the business scope approved by the applicable governmental authority and may not be used for equity investments in the PRC. In addition, foreign-invested companies may not change how they use such capital without SAFE’s approval, and may not in any case use such capital to repay RMB loans if they have not used the proceeds of such loans according to the loan agreement. Furthermore, SAFE promulgated a circular on November 19, 2010, or Circular 59, as amended in April, 2012, which requires the authenticity of settlement of net proceeds from offshore offerings to be closely examined and the net proceeds to be settled in the manner described in the offering documents. Circular 142 and Circular 59 may significantly limit our ability to transfer the net proceeds from our initial public offering to our PRC subsidiaries and convert the net proceeds into RMB, which may adversely affect our liquidity and our ability to fund and expand our business in the PRC.

Failure to comply with the United States Foreign Corrupt Practices Act could subject us to penalties and other adverse consequences.

As our ultimate holding Company is a Delaware corporation, we are subject to the United States Foreign Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some that may compete with us, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices may occur from time-to-time in the PRC  Our employees or other agents may unfortunately engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and results of operations.

Recent SEC’s administrative proceedings against the China affiliates of the five multi-national accounting firms may lead to the deregistering of Chinese accounting firms by the PCAOB, which may affect our ability to engage qualified independent auditors.

The SEC recently commenced administrative proceedings against BDO China Dahua Co. Ltd., Deloitte Touche Tohmatsu Certified Public Accountants Ltd., Ernst & Young Hua Ming LLP, KPMG Huazhen (Special General Fund) and PricewaterhouseCoopers Zhong Tian CPAs Limited for refusing to produce audit work papers and other documents related to PRC-based companies under investigation by the SEC for potential accounting fraud against U.S. investors.  The SEC has launched an initiative to address concerns arising from reverse mergers and foreign issuers.  The SEC charged these accounting firms with violations of the Securities Exchange Act and the Sarbanes-Oxley Act, which requires foreign public accounting firms to provide, upon the request of the SEC, audit work papers involving any company trading on U.S. markets.  Under PRC law, auditors are not permitted to hand over audit work papers as books and records of Chinese companies are afforded protection of secrecy laws.   We are not in a position to assess the outcome or ramifications of these ongoing proceedings and investigations.  Unless the PRC government changes its secrecy laws, there are risks that the Public Company Accounting Oversight Board (“PCAOB”) may deregister Chinese accounting firms whose audit work papers the PCAOB cannot inspect and such deregistering of Chinese accounting firms by the PCAOB would, in turn, make it difficult for us to engage qualified independent auditors.

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, this offering and our reputation and could result in a loss of your investment in our stock, especially if such matter cannot be addressed and resolved favorably.

Recently, U.S. public companies that have substantially all of their operations in China, have been the subject of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism and negative publicity will have on our company, our business and this offering. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation may distract our management from growing our company. If such allegations are not proven to be groundless, our company and business operations will be severely hampered and your investment in our stock could be rendered worthless.

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The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC. 

Upon consummating of this offering, we will be regulated by the SEC and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC filings and other disclosure and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review by CSRC, a PRC regulator that is tasked with oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings and our other public pronouncements with the understanding that no local regulator has done any review of our company, our SEC reports, other filings or any of our other public pronouncements.

Risks Related to Our Corporate Structure

We conduct our business through Wujiang Luxiang by means of contractual arrangements. If the Chinese government determines that these contractual arrangements do not comply with applicable regulations, we could be subject to severe penalties and our business could be adversely affected. In addition, changes in such Chinese laws and regulations may materially and adversely affect our business.

There are uncertainties regarding the interpretation and application of PRC laws, rules and regulations, including but not limited to the laws, rules and regulations governing the validity and enforcement of the contractual arrangements between WFOE and Wujiang Luxiang.  Although we have been advised by our PRC counsel, Dacheng Law Firm, that based on their understanding of the current PRC laws, rules and regulations, the structure for operating our business in China (including our corporate structure and contractual arrangements with Wujiang Luxiang and its shareholders) comply with all applicable PRC laws, rules and regulations, and do not violate, breach, contravene or otherwise conflict with any applicable PRC laws, rules or regulations, the PRC regulatory authorities may determine that our corporate structure and contractual arrangements violate PRC laws, rules or regulations. If the PRC regulatory authorities determine that our contractual arrangements are in violation of applicable PRC laws, rules or regulations, our contractual arrangements will become invalid or unenforceable.

If WFOE, Wujiang Luxiang, or their ownership structure or the contractual arrangements, are determined to be in violation of any existing or future PRC laws, rules or regulations, or WFOE or Wujiang Luxiang fails to obtain or maintain any of the required governmental permits or approvals, the relevant PRC regulatory authorities would have broad discretion in dealing with such violations, including:

● revoking the business and operating licenses of WFOE or Wujiang Luxiang;

● discontinuing or restricting the operations of WFOE or Wujiang Luxiang;

● imposing conditions or requirements with which we, WFOE or Wujiang Luxiang may not be able to comply;

● requiring us, WFOE or Wujiang Luxiang to restructure the relevant ownership structure or operations;

● restricting or prohibiting our use of the proceeds from our initial public offering to finance our business and operations in China; or

● imposing fines.

The imposition of any of these penalties would severely disrupt our ability to conduct business and have a material adverse effect on our financial condition, results of operations and prospects.

Under the PRC Property Rights Law that became effective on October 1, 2007, we are required to register with the relevant government authority the security interests on the equity interests in Wujiang Luxiang granted to us under the Share Pledge Agreements that are part of the contractual arrangements. We intend to use our best efforts to complete such registration. However, failure to complete such registration may result in such equity pledge rights not coming into effect until the registration has been duly completed. In addition, new PRC laws, rules and regulations may be introduced from time to time to impose additional requirements that may be applicable to our contractual arrangements.

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On or around September 2011, various media sources reported that the China Securities Regulatory Commission (the “CSRC”) had prepared a report proposing pre-approval by a competent central government authority of offshore listings by China-based companies with variable interest entity structures, such as ours, that operate in industry sectors subject to foreign investment restrictions. However, it is unclear whether the CSRC officially issued or submitted such a report to a higher level government authority or what any such report provides, or whether any new PRC laws or regulations relating to variable interest entity structures will be adopted or what they would provide. If our ownership structure, contractual arrangements or businesses of Wujiang Luxiang are found to be in violation of any existing or future PRC laws or regulations, the relevant governmental authorities, including the CSRC, would have broad discretion in dealing with such violation, including levying fines, confiscating our income or the income of Wujiang Luxiang, revoking the business licenses or operating licenses of Wujiang Luxiang, discontinuing or placing restrictions or onerous conditions on our operations, requiring us to undergo a costly and disruptive restructuring, restricting or prohibiting our use of proceeds from this offering to finance our business and operations in China, and taking other regulatory or enforcement actions that could be harmful to our business. Any of these actions could cause significant disruption to our business operations and severely damage our reputation, which would in turn materially and adversely affect our business, financial condition and results of operations.

Our contractual arrangements with Wujiang Luxiang may not be effective in providing control over Wujiang Luxiang.

All of our revenue and net income is derived from Wujiang Luxiang. According to our inquiries with Jiangsu provincial authorities, provincial foreign equity ownership in companies engaged in microcredit services in Jiangsu Province has never been approved and such position will not change in the foreseeable future.  Therefore, we do not intend to have an equity ownership interest in Wujiang Luxiang but rely on contractual arrangements with Wujiang Luxiang to control and operate its business.   However, these contractual arrangements may not be effective in providing us with the necessary control over Wujiang Luxiang and its operations.  Any deficiency in these contractual arrangements may result in our loss of control over the management and operations of Wujiang Luxiang, which will result in a significant loss in the value of an investment in our Company. Because of the practical restrictions on direct foreign equity ownership imposed by the Jiangsu provincial government authorities, we must rely on contractual rights through our VIE structure to effect control over and management of Wujiang Luxiang, which exposes us to the risk of potential breach of contract by the shareholders of Wujiang Luxiang. In addition, as Wujiang Luxiang is jointly owned by its shareholders, it may be difficult for us to change our corporate structure if such shareholders refuse to cooperate with us.

The failure to comply with PRC regulations relating to mergers and acquisitions of domestic enterprises by offshore special purpose vehicles may subject us to severe fines or penalties and create other regulatory uncertainties regarding our corporate structure.

On August 8, 2006, MOFCOM, joined by the CSRC, the State-owned Assets Supervision and Administration Commission of the State Council, the State Administration of Taxation (the “SAT”), the State Administration for Industry and Commerce (the “SAIC”), and SAFE, jointly promulgated regulations entitled the Provisions Regarding Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the "M&A Rules"), which took effect as of September 8, 2006, and as amended on June 22, 2009. This regulation, among other things, has certain provisions that require offshore special purpose vehicles formed for the purpose of acquiring PRC domestic companies and controlled directly or indirectly by PRC individuals and companies, to obtain the approval of MOFCOM prior to engaging in such acquisitions and to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock market. On September 21, 2006, the CSRC published on its official website a notice specifying the documents and materials that are required to be submitted for obtaining CSRC approval.

The application of the M&A Rules with respect to our corporate structure and to this offering remains unclear, with no current consensus existing among leading PRC law firms regarding the scope and applicability of the M&A Rules. We believe that the MOFCOM and CSRC approvals under the M&A Rules were not required in the context of our share exchange transaction because at such time the share exchange was a foreign related transaction governed by foreign laws, not subject to the jurisdiction of PRC laws and regulations. However, we cannot be certain that the relevant PRC government agencies, including the CSRC and MOFCOM, would reach the same conclusion, and we cannot be certain that MOFCOM or the CSRC will not deem that the transactions effected by the share exchange circumvented the M&A Rules, and other rules and notices, or that prior MOFCOM or CSRC approval is required for this offering. Further, we cannot rule out the possibility that the relevant PRC government agencies, including MOFCOM, would deem that the M&A Rules required us or our entities in China to obtain approval from MOFCOM or other PRC regulatory agencies in connection with WFOE’s control of Wujiang Luxiang through contractual arrangements.

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If the CSRC, MOFCOM, or another PRC regulatory agency subsequently determines that CSRC, MOFCOM or other approval was required for the share exchange transaction and/ or the VIE arrangements between WFOE and Wujiang Luxiang, or if prior CSRC approval for this offering is required and not obtained, we may face severe regulatory actions or other sanctions from MOFCOM, the CSRC or other PRC regulatory agencies. In such event, these regulatory agencies may impose fines or other penalties on our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds from this offering into the PRC, restrict or prohibit payment or remittance of dividends to us or take other actions that could have a material adverse effect on our business, financial condition, results of operations, reputation and prospects, as well as the trading price of our common stock. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to delay or cancel this offering, to restructure our current corporate structure, or to seek regulatory approvals that may be difficult or costly to obtain.

The M&A Rules, along with certain foreign exchange regulations discussed below, will be interpreted or implemented by the relevant government authorities in connection with our future offshore financings or acquisitions, and we cannot predict how they will affect our acquisition strategy. For example, Wujiang Luxiang’s ability to remit its profits to us, or to engage in foreign-currency-denominated borrowings, may be conditioned upon compliance with the SAFE registration requirements by such Chinese domestic residents, over whom we may have no control.

SAFE regulations relating to offshore investment activities by PRC residents may increase our administrative burdens and restrict our overseas and cross-border investment activity. If our shareholders and beneficial owners who are PRC residents fail to make any required applications, registrations and filings under such regulations, we may be unable to distribute profits and may become subject to liability under PRC laws.

SAFE has promulgated several regulations, including Notice on Relevant Issues Concerning Foreign Exchange Administration for PRC Residents to Engage in Financing and Inbound Investment via Overseas Special Purpose Vehicles ("Circular No. 75"), issued on October 21, 2005 and effective as of November 1, 2005 and certain implementation rules issued in recent years, requiring registrations with, and approvals from, PRC government authorities in connection with direct or indirect offshore investment activities by PRC residents and PRC corporate entities. These regulations apply to our shareholders and beneficial owners who are PRC residents, and may affect any offshore acquisitions that we make in the future.

SAFE Circular No. 75 requires PRC residents, including both PRC legal person residents and/or natural person residents to register with the local SAFE branch before establishing or controlling any company outside of China for the purpose of equity financing with assets or equities of PRC companies, referred to in the notice as an "offshore special purpose company." In addition, any PRC resident who is a direct or indirect shareholder of an offshore company is required to update his registration with the relevant SAFE branches, with respect to that offshore company, in connection with any material change involving an increase or decrease of capital, transfer or swap of shares, merger, division, equity or debt investment or creation of any security interest. Moreover, failure to comply with the various foreign exchange registration requirements described above could result in liabilities for such PRC subsidiary under PRC laws for evasion of applicable foreign exchange restrictions.

In May 2011, SAFE issued the Notice of SAFE on Printing and Distribution the Implementing Rules for the Administration of Foreign Exchange in Fund-Raising and Round-trip Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or Circular No. 19, which came into effect as of July 1, 2011 to its local branches with respect to the operational process for SAFE registration. The guidance standardized more specific and stringent supervision on the registration required by the Circular 75. For example, the guidance imposes obligations on onshore subsidiaries of an offshore entity to make true and accurate statements to the local SAFE authorities in case there is any shareholder or beneficial owner of the offshore entity who is a PRC citizen or resident. Untrue statements by the onshore subsidiaries will be subject to administrative penalties under PRC foreign administration regulations.

In addition to the disclosure obligation, the PRC onshore subsidiaries indirectly invested by a PRC resident through that offshore company are required to coordinate and supervise the filing of SAFE registrations by the offshore company's shareholders who are PRC residents in a timely manner. If a PRC shareholder with a direct or indirect stake in an offshore parent company fails to make the required SAFE registration, such PRC resident will be subject to administrative penalties under PRC foreign administration regulations, including fines.

In order for WFOE to make distribution or pay dividends to its sole shareholder, CCC HK, WFOE is required to complete certain procedures with SAFE, including obtaining a certificate of tax completion evidencing withholding of capital gain tax and submitting an application of foreign exchange to a local bank designated by local SAFE. From our knowledge of the procedures of local banks, the local bank will review all the necessary SAFE registrations, including registration pursuant to Circular No. 75 and Circular No. 7 (as defined below) before they approve the foreign exchange application.

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Although we have requested our PRC shareholders to complete the SAFE Circular No. 75 registration, we cannot be certain that all of our PRC resident beneficial owners will comply with the SAFE regulations. The failure or inability of our PRC shareholders to receive any required approvals or make any required registrations may subject us to fines and legal sanctions, restrict our overseas or cross-border investment activities, prevent us from transferring the net proceeds of this offering or making other capital injection into our PRC affiliates, limit our PRC affiliates' ability to make distributions or pay dividends or affect our ownership structure, as a result of which our acquisition strategy and business operations and our ability to distribute profits to you could be materially and adversely affected.

Under Notice of the SAFE on Issues Related to Foreign Exchange Administration in Domestic Individual’s Participation in Equity Incentive Plans of Companies listed Aboard (Hui Fa (2012) No. 7), issued and effective as of February 15, 2012 by SAFE ("Circular No. 7"), SAFE requires PRC residents who are granted shares or share options by an overseas-listed company under such company’s employee share option or share incentive plan, through such company’s PRC subsidiary or branch located in the PRC, any other PRC entity that is under control of such company or other qualified PRC agents, or collectively the PRC agent, to register with SAFE and complete certain other procedures related to the share option or other share incentive plan and to open a special foreign currency account and to use such account to pay for funds required for exercising the option and to receive overseas share sale proceeds in foreign exchange and to distribute such proceeds to relevant employees in US dollars or in RMB after conversion. More specifically, the PRC agent can also apply for the annual quota of currency conversion to convert overseas share sale proceeds in US dollars into RMB. In addition, an offshore entity must be appointed to act as trustee to handle share transfer transactions or option exercises relating to the share option or other share incentive plan. We believe that all of our PRC employees who are granted share options are subject to Circular No. 7. If we grant our PRC employees stock options, we will request our PRC management, personnel, directors and employees who are to be granted stock options to register them with local SAFE pursuant to Circular No. 7. However, each of these individuals may not successfully comply with all the required procedures above. If we or our PRC security holders fail to comply with these regulations, we or our PRC security holders may be subject to fines and legal sanctions. Further, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion and we may become subject to a more stringent review and approval process with respect to our foreign exchange activities.

Our agreements with Wujiang Luxiang are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under these contractual arrangements.

As all of our contractual arrangements with Wujiang Luxiang are governed by the PRC laws and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in the United States. As a result, uncertainties in the PRC legal system could further limit our ability to enforce these contractual arrangements. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event we are unable to enforce these contractual arrangements, we may not be able to exert effective control over Wujiang Luxiang, and our ability to conduct our business may be materially and adversely affected.

The Wujiang Luxiang shareholders have potential conflicts of interest with us, which may adversely affect our business.

All ultimate individual shareholders of the 11 Chinese entities and Mr. Huichun Qin, which collectively own 100% of Wujiang Luxiang’s outstanding equity interests, are beneficial owners of shares of common stock of CCC. Equity interests held by each of these shareholders in CCC is less than its interest in Wujiang Luxiang as a result of our introduction of outside investors as shareholders of CCC. In addition, such shareholders’ equity interest in our company will be further diluted as a result of this offering as well as any future offering of equity securities. As a result, conflicts of interest may arise as a result of such dual shareholding and governance structure.

If such conflicts arise, these shareholders may not act in our best interests and such conflicts of interest may not be resolved in our favor. In addition, these shareholders may breach or cause Wujiang Luxiang to breach or refuse to renew the VIE Agreements that allow us to exercise effective control over Wujiang Luxiang and to receive economic benefits from Wujiang Luxiang. Delaware laws provide that directors owe a fiduciary duty to the company, which requires them to act in good faith and in the best interests of the company and not to use their positions for personal gain. If Huichun Qin, who is one of the shareholders of Wujiang Luxiang and the Chairman of Board of our company, does not comply with his fiduciary duties to us as a director, or if we cannot resolve any conflicts of interest or disputes between us and such shareholders or any future beneficial owners of Wujiang Luxiang, we would have to rely on arbitral or legal proceedings to remedy the situation. Such arbitral and legal proceedings may cost us substantial financial and other resources and result in disruption of our business, and the outcome may not be in our favor.

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If Wujiang Luxiang fails to maintain the requisite registered capital, licenses and approvals required under PRC law, our business, financial condition and results of operations may be materially and adversely affected.

Foreign investment is highly regulated by the PRC government and the foreign investment in the lending industry is restricted by local authorities. Numerous regulatory authorities of the central PRC government and local authorities are empowered to issue and implement regulations governing various aspects of the lending industry. Wujiang Luxiang is required to obtain and maintain certain assets relevant to its business as well as applicable licenses or approvals from different regulatory authorities in order to provide their current services. These registered capital and licenses are essential to the operation of our business and are generally subject to annual review by the relevant governmental authorities. Furthermore, Wujiang Luxiang may be required to obtain additional licenses. If we fail to obtain or maintain any of the required registered capital, licenses or approvals, our continued business operations in the lending industry may subject to various penalties, such as confiscation of illegal net revenue, fines and the discontinuation or restriction of our operations. Any such disruption in the business operations of Wujiang Luxiang will materially and adversely affect our business, financial condition and results of operations.

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Risks Relating to This Offering and Our Securities

There has been no public market for our common stock prior to this offering, and you may not be able to resell our common stock at or above the price you paid, or at all.

                   Prior to this initial public offering, there has been no public market for our common stock. We intend to apply to have our common stock listed on NASDAQ.  If an active trading market for our common stock does not develop after this offering, the market price and liquidity of our common stock will be materially adversely affected. The initial public offering price for our common stock will be determined by negotiations between us and the underwriters and may bear little or no relationship to the market price for our common stock after the initial public offering. An active trading market for our common stock may not develop and the market price of our common stock may decline below the initial public offering price. You may not be able to sell any shares of common stock that you purchase in the offering at or above the initial public offering price.  Accordingly, investors should be prepared to face a complete loss of their investment.

Our common stock may be thinly traded and you may be unable to sell at or near ask prices or at all if you need to sell your shares to raise money or otherwise desire to liquidate your shares.

After our common stock begins trading on NASDAQ, our common stock may be “thinly-traded”, meaning that the number of persons interested in purchasing our common stock at or near bid prices at any given time may be relatively small or non-existent.  This situation may be attributable to a number of factors, including the fact that we are a small company which is relatively unknown to stock analysts, stock brokers, institutional investors and others in the investment community that generate or influence sales volume, and that even if we came to the attention of such persons, they tend to be risk-averse and might be reluctant to follow an unproven company such as ours or purchase or recommend the purchase of our shares until such time as we became more seasoned.  As a consequence, there may be periods of several days or more when trading activity in our shares is minimal or non-existent, as compared to a seasoned issuer which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect on share price.  Broad or active public trading market for our common stock may not develop or be sustained.

Because our initial public offering per share price is substantially higher than our net tangible book value per share, you will experience immediate and substantial dilution.

If you purchase common stock in this offering, you will pay more for your common stock than the amount paid by our existing shareholders on a per share basis.  As a result, you will experience immediate and substantial dilution of approximately US$ [  ] per share, representing the difference between the amount per share paid by purchasers of shares in this offering and the net tangible book value per share of common stock immediately after completion of this offering, after giving effect to the automatic conversion of the Series A and Series B Preferred Stock at the completion of this offering. In addition, you will experience further dilution to the extent that additional shares are issued upon exercise of over-allotment options.

The application of the “penny stock” rules could adversely affect the market price of our common stock and increase your transaction costs to sell those shares.

In the event our common stock is not listed on NASDAQ after the completion of this offering and the trading price of our common shares is below $5.00 per share, we could be deemed a “penny stock” company and the open-market trading of our common shares could be subject to the “penny stock” rules. The “penny stock” rules impose additional sales practice requirements on broker-dealers who sell securities to persons other than established borrowers and accredited investors (generally those with assets in excess of $1,000,000 or annual income exceeding $300,000 together with their spouse). For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchase of securities and have received the purchaser’s written consent to the transaction before the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the broker-dealer must deliver, before the transaction, a disclosure schedule prescribed by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative and current quotations for the securities. Finally, monthly statements must be sent disclosing recent price information on the limited market in penny stocks. These additional burdens imposed on broker-dealers may restrict the ability or decrease the willingness of broker-dealers to sell our common stock, and may result in decreased liquidity for our common stock and increased transaction costs for sales and purchases of our common stock as compared to other securities. 

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The market for penny stocks has suffered in recent years from patterns of fraud and abuse. Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases; (iii) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons; (iv) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (v) the wholesale dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of those prices and with consequent investor losses.

The market price for our common stock may be volatile.

The market price for our common stock may be volatile and subject to wide fluctuations due to factors such as:

 ● the perception of US investors and regulators of US-listed Chinese companies;

 ● actual or anticipated fluctuations in our quarterly operating results;

 ● changes in financial estimates by securities research analysts;

 ● negative publicity, studies or reports;

 ● conditions in Chinese credit markets;

 ● changes in the economic performance or market valuations of other microcredit companies;

 ● announcements by us or our competitors of acquisitions, strategic partnerships, joint ventures or capital commitments;

 ● addition or departure of key personnel;

 ● fluctuations of exchange rates between RMB and the U.S. dollar; and

 ● general economic or political conditions in China.

In addition, the securities market has from time to time experienced significant price and volume fluctuations that are not related to the operating performance of particular companies.  These market fluctuations may also materially and adversely affect the market price of our common stock.

Volatility in our common stock price may subject us to securities litigation.

The market for our common stock may have, when compared to seasoned issuers, significant price volatility and we expect that our share price may continue to be more volatile than that of a seasoned issuer for the indefinite future. In the past, plaintiffs have often initiated securities class action litigation against a company following periods of volatility in the market price of its securities. We may, in the future, be the target of similar litigation. Securities litigation could result in substantial costs and liabilities and could divert management’s attention and resources.

We have broad discretion in the use of the net proceeds from this offering and may not use them effectively.

Our management will have broad discretion in the application of the net proceeds, including for any of the purposes described in the section entitled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their currently intended use. The failure by our management to apply these funds effectively could harm our business. Pending their use, we may invest the net proceeds from this offering in short-term, investment-grade, interest-bearing securities. These investments may not yield a favorable return to our shareholders.

As an “emerging growth company” under applicable law, we will be subject to lessened disclosure requirements. Such reduced disclosure may make our common stock less attractive to investors.

For as long as we remain an “emerging growth company” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies”, including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.  Because of these lessened regulatory requirements, our stockholders would be left without information or rights available to stockholders of more mature companies. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.

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Our status as an “emerging growth company” under the JOBS Act may make it more difficult to raise capital when we need to do it.

Because of the exemptions from various reporting requirements provided to us as an “emerging growth company”, we may be less attractive to investors and it may be difficult for us to raise additional capital as and when we need it.  If we are unable to raise additional capital as and when we need it, our financial condition and results of operations may be materially and adversely affected.

We will incur increased costs and demands upon management as a result of complying with the laws and regulations that affect public companies, which could materially adversely affect our results of operations, financial condition, business and prospects.

As a public company and particularly after we cease to be an “emerging growth company,” we will incur significant legal, accounting and other expenses that we did not incur as a private company, including costs associated with public company reporting and corporate governance requirements. These requirements include compliance with Section 404(b) and other provisions of the Sarbanes-Oxley Act, as well as Section 14 rules implemented by the SEC and NASDAQ. In addition, our management team will also have to adapt to the requirements of being a public company. We expect that compliance with these rules and regulations will substantially increase our legal and financial compliance costs and will make some activities more time-consuming and costly.

The increased costs associated with operating as a public company will decrease our net income or increase our net loss, and may require us to reduce costs in other areas of our business or increase the prices of our products or services. Additionally, if these requirements divert our management’s attention from other business concerns, they could have a material adverse effect on our results of operations, financial condition, business and prospects.

We are obligated to develop and maintain proper and effective internal control over financial reporting. We may not complete our analysis of our internal control over financial reporting in a timely manner, or these internal controls may not be determined to be effective, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

We will be required, pursuant to Section 404 of the Sarbanes-Oxley Act, to furnish a report by management on, among other things, the effectiveness of our internal control over financial reporting for fiscal 2014, the first fiscal year beginning after our IPO. This assessment will need to include disclosure of any material weaknesses identified by our management in our internal control over financial reporting and, after we cease to be an “emerging growth company,” a statement that our independent registered public accounting firm has issued an opinion on our internal control over financial reporting.

We are in the early stages of the costly and challenging process of compiling the system and processing documentation necessary to perform the evaluation needed to comply with Section 404. We may not be able to complete our evaluation, testing and any required remediation in a timely fashion. During the evaluation and testing process, if we identify one or more material weaknesses in our internal control over financial reporting, we will be unable to assert that our internal controls are effective.

If we are unable to assert that our internal control over financial reporting is effective, or if, when required, our independent registered public accounting firm is unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which would cause the price of our common stock to decline, and we may be subject to investigation or sanctions by the SEC.

We will be required to disclose changes made in our internal controls and procedures on a quarterly basis. However, our independent registered public accounting firm will not be required to formally attest to the effectiveness of our internal control over financial reporting pursuant to Section 404 until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company” as defined in the JOBS Act, if we take advantage of the exemptions contained in the JOBS Act. We will remain an “emerging growth company” for up to five years, although if the market value of our common stock that is held by non-affiliates exceeds $700 million as of any July 31 before that time, our revenues exceed $1 billion, or we issue more than $1 billion in non-convertible debt in a three year period, we would cease to be an “emerging growth company” as of the following January 31. To comply with the requirements of being a public company, we may need to undertake various actions, such as implementing new internal controls and procedures and hiring accounting or internal audit staff.

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Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until the later of the year following our first annual report required to be filed with the SEC, or the date we are no longer an “emerging growth company.” At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our controls are documented, designed or operating. Our remediation efforts may not enable us to avoid a material weakness in the future.

Provisions in our By-lawsand Delaware laws might discourage, delay or prevent a change of control of our company or changes in our management and, therefore, depress the trading price of our common stock.

Provisions of our by-laws and Delaware laws may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which you might otherwise receive a premium for your shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include: 

 ● the inability of stockholders to act by written consent or to call special meetings;

 ● the ability of our board of directors to make, alter or repeal our by-laws; and

 ● the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval.

In addition, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with an interested stockholder for a period of three years following the date on which the stockholder became an interested stockholder, unless such transactions are approved by our board of directors. The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our company, thereby reducing the likelihood that you could receive a premium for your common stock in an acquisition.

The elimination of monetary liability against our directors, officers and employees under our certificate of incorporation and the existence of indemnification of our directors, officers and employees under Delaware law may result in substantial expenditures by us and may discourage lawsuits against our directors, officers and employees.

Our certificate of incorporation contains provisions which eliminate the liability of our directors for monetary damages to us and our stockholders to the maximum extent permitted under the corporate laws of Delaware. We may also provide contractual indemnification obligations under agreements with our directors, officers and employees. These indemnification obligations could result in our incurring substantial expenditures to cover the cost of settlement or damage awards against directors, officers and employees, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against directors, officers and employees for breach of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our shareholders against our directors, officers and employees even though such actions, if successful, might otherwise benefit the Company and our shareholders.

Neither management nor the underwriters have performed due diligence on market and industry data cited in this prospectus.

This prospectus includes market and industry data that has been obtained from third party sources, including industry publications, as well as industry data prepared by our management on the basis of its knowledge of and experience in the industries in which we operate (including our management’s estimates and assumptions relating to such industries based on that knowledge).  Management’s knowledge of such industries has been developed through its experience and participation in these industries.  Neither we nor our management have conducted due diligence or independently verified any of the data from such sources referred to in this prospectus or ascertained the underlying economic assumptions relied upon by such sources.  Internally prepared and third party market forecasts, in particular, are estimates only and may be inaccurate, especially over long periods of time.  In addition, the underwriter has not independently verified any of the industry data prepared by management or ascertained the underlying estimates and assumptions relied upon by management.  Furthermore, references in this prospectus to any publications, reports, surveys or articles prepared by third parties should not be construed as depicting the complete findings of the entire publication, report, survey or article.  If such market and industry data turned out to be inaccurate, management’s belief and perception of our competitive strength may need to be adjusted and, as  a result, our business strategy may need to be changed which may have a negative effect on our results of operations.

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USE OF PROCEEDS

Based on the offering price of $[___], which is the midpoint of our estimated offering price range, we estimate that the net proceeds from the sale of the [_____] shares in the offering will be approximately $[___] after deducting the estimated underwriting discounts and commissions of __% and estimated offering expenses of approximately [__]% of total, including the underwriters over-allotment option.

Assuming we receive net proceeds of $____, we expect to use the proceeds of this offering as follows:

Increase in registered capital of Wujiang Luxiang and corresponding lending and guarantee capacity	$	[        ]	(1	)
General working capital (including potential acquisitions)	$	1,000,000	(2	)
Expenses reserve	$	650,000	(3	)
Investor relations reserve	$	500,000	(4	)
Total	$

(1)

We intend to use all of the net proceeds of this offering not otherwise designated below to increase registered capital of Wujiang Luxiang and its lending capacity.  Our lending and guaranteeing capacity will be increased when the registered capital is increased. In addition, we believe that increased registered capital will increase our ability to borrow funds from third-party banks, which in turn will further increase our lending and guarantee capacity,

(2)

We intend to use $1,000,000 of the net proceeds of this offering for general corporate purposes, such as general and administrative expenses, capital expenditures, working capital and potential acquisition of similar lending companies in the Jiangsu province of the PRC if a good opportunity presents itself.  To date we have not entered into any binding arrangements to acquire any other entities nor is there any arrangement or understanding to acquire other microcredit companies, and we may never enter into any such agreements.  If acquisitions do not occur, we may use a portion of the balance to increase our registered capital further.

(3)     We intend to have an expense reserve of $650,000 to engage legal and accounting professionals in compliance with the Exchange Act reporting obligations.

(4)     We intend to have a reserve of $700,000 consisting of $500,000 of cash and $200,000 of common stock to be used to engage investor relations professionals to assist in shareholder communications.

The amount that we actually expend will depend on a number of factors, including our development, activities, as well as the amount of cash generated or used by our operations. We may find it necessary or advisable to use a portion of the net proceeds for other purposes, and we will have broad discretion in the application of the net proceeds.

The Underwriter has a [__]-day option to purchase up to _________________ additional shares of our common stock at the public offering price solely to cover over-allotments, if any. Any proceeds received from the over-allotment will be used to increase registered capital.

DETERMINATION OF THE OFFERING PRICE

There is no established public market for our shares of common stock. The offering price of $[__] per share was determined by us and the underwriter arbitrarily. We believe that this price reflects the appropriate price that a potential investor would be willing to pay for a share of our common stock at this initial stage of our development. This price bears no relationship whatsoever to our business plan, the price paid for our shares prior to this offering, our assets, earnings, book value or any other criteria of value. The offering price should not be regarded as an indicator of the future market price of the securities, which is likely to fluctuate.

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MARKET FOR OUR COMMON STOCK

Market Information

Prior to this offering, there is no established public market for our common stock.  We have filed an application to have our common stock listed on the NASDAQ. We will have to satisfy certain criteria in order for our application to be accepted.  We may not be able to meet the requisite criteria or that our application will be accepted. This offering is contingent on our application being accepted.  Even if accepted, there can be no assurance that an active trading market for our shares will develop, or, if developed, that it will be sustained.

We have issued 11,520,737 shares of our common stock since the Company was incorporated on December 19, 2011. There are no outstanding options or warrants or securities that are convertible into shares of common stock, except for 645 shares of Series A Preferred Stock and 1,280 shares of Series B Preferred Stock that are convertible into common stock upon consummation of this offering.  See “Description of Capital Stock – Preferred Stock.”

Holders

We had 90 holders of record of our common stock as of the date of this prospectus.

Dividends

Wujiang Luxiang declared and paid dividends for the years of 2009, 2010 and 2011.  According to PRC laws and regulations, after-tax profit must be distributed in the order of statutory reserve, statutory welfare reserve, and shareholder dividends. We do not anticipate paying dividends in 2013 or the foreseeable future. Although we intend to retain our earnings, if any, to finance the growth of our business, our Board of Directors will have the discretion to declare and pay dividends in the future, subject to applicable PRC regulations and restrictions as described below. Payment of dividends in the future will depend upon our earnings, capital requirements, and other factors, which our Board of Directors may deem relevant.

In addition, due to various restrictions under PRC laws on the distribution of dividends by WFOE, we may not be able to pay dividends to our stockholders. The Wholly-Foreign Owned Enterprise Law (1986), as amended, and The Wholly-Foreign Owned Enterprise Law Implementing Rules (1990), as amended, and the Company Law of the PRC (2006), contain the principal regulations governing dividend distributions by wholly foreign owned enterprises. Under these regulations, wholly foreign owned enterprises may pay dividends only out of their accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. Additionally, such companies are required to set aside a certain amount of their accumulated profits each year, if any, to fund certain reserve funds. These reserves are not distributable as cash dividends except in the event of liquidation and cannot be used for working capital purposes. The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC Therefore, we may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency for the payment of dividends from the Company’s profits. Furthermore, if our subsidiaries and affiliates in China incur debt on their own in the future, the instruments governing the debt may restrict its ability to pay dividends or make other payments. If we or our subsidiaries and affiliates are unable to receive all of the revenues from our operations through the current contractual arrangements, we may be unable to pay dividends on our common stock.

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CAPITALIZATION

The following table summarizes the capitalization of CCC as of December 31, 2012:

● on an actual basis; and

● on an adjusted basis to reflect our receipt of estimated net proceeds from the sale of [____] shares of common stock (excluding the [_____] shares of common stock which the underwriter has the option to purchase to cover over-allotments, if any) in this offering at an offering price of $[    ] per share, and after deducting estimated underwriting discounts and commissions and estimated offering expenses.

You should read this table in conjunction with the sections of this prospectus entitled “Use of Proceeds,” “Summary of Condensed Financial Information,” “Selected Condensed Financial and Operating Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our condensed financial statements and related notes included elsewhere in this prospectus.

	December 31, 2012
	Actual		As Adjusted
Cash	$	1,588,061	$
Series A Preferred Stock, par value $0.001 per share, 1,000,000 shares authorized, 645 shares issued and outstanding at December 31, 2012		241,875
Series B Preferred Stock, par value $0.001 per share,  5,000,000 shares authorized, 1,280 shares issued and outstanding at December 31, 2012		240,000
Common stock, par value $0.001 per share, 100,000,000 shares authorized, and 11,520,737 issued and outstanding at December 31, 2012		11,521
Subscription receivable		(11,062)
Additional paid-in capital		43,763,003
Statutory reserves		4,232,164
Retained earnings		14,558,205
Accumulated other comprehensive income		4,213,373
Total stockholders’ equity		67,249,079

DILUTION

The historical net tangible book value of CCC’s common stock as of December 31, 2012 was $67,249,079, or $5.84 per share based upon 11,520,737 shares of common stock outstanding on such date.  Historical net tangible book value per share represents the amount of our total tangible assets reduced by the amount of our total liabilities, divided by the total number of shares of common stock outstanding.

If you invest in our shares of common stock, you will incur immediate, substantial dilution based on the difference between the public offering price per share you will pay in this offering and the net tangible book value per share of common stock immediately after this offering.

Pro forma net tangible book value represents the amount of our total tangible assets reduced by our total liabilities after giving effect to the sale of _____________ shares of common stock at a price of $__________ per share in this offering. Tangible assets equal our total assets less goodwill and intangible assets.  Pro forma net tangible book value per share represents our pro forma net tangible book value divided by the number of shares of common stock outstanding after giving effect to the issuance of _______________ shares issuable in this offering.  Net tangible book value per share represents the amount of our total tangible assets less total liabilities, divided by the number of shares of common stock outstanding as of _____. As of December 31, 2012, our pro forma net tangible book value was $___ and our pro forma net tangible book value per share was $____ (unaudited) based on 11,520,737 shares of common stock outstanding. 

Dilution in net tangible book value per share to new investors represents the difference between the amount per share paid by purchasers of shares in this offering and the net tangible book value per share of common stock immediately after completion of this offering.

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After giving effect to the sale of all the shares being sold pursuant to this offering at the offering price of $_______ per share and after deducting underwriting discount and commission payable by us in the amount of $______________ and estimated offering expenses in the amount of $______________, our net tangible book value would be approximately $____________ , or $__________ per share of common stock. This represents an immediate increase in net tangible book value of $__________ per share of common stock to existing stockholders and an immediate dilution in net tangible book value of $___________ per share to new investors purchasing the shares in this offering.

The following table illustrates this per share dilution:

	As of December 31, 2012		As Adjusted
Public offering price per share of common stock	$	[   ____ ]	$
Net tangible book value per share as of December 31, 2012		5.84
Increase in net tangible book value per share attributable to existing stockholders		[   ____ ]
Net tangible book value per share as adjusted after this offering		[   ____ ]
Dilution per share to new investors		[   ____ ]

Our adjusted pro forma net tangible book value after the offering, and the dilution to new investors in the offering, will change from the amounts shown above if the underwriter’ over-allotment option is exercised.

A $1.00 increase (decrease) in the assumed initial public offering price would increase (decrease) our adjusted pro forma net tangible book value per share after this offering by approximately [$   ], and dilution per share to new investors by approximately $[   ], after deducting the underwriting discount and estimated offering expenses payable by us.

EXCHANGE RATE INFORMATION

Our business is primarily conducted in China and all of our revenues are received and denominated in RMB. Capital accounts of our condensed financial statements are translated into United States dollars from RMB at their historical exchange rates when the capital transactions occurred.  Assets and liabilities are translated at the exchange rates as of the balance sheet date.  Income and expenditures are translated at the average exchange rate of the period.  RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions.  No representation is made that the RMB amounts could have been, or could be, converted into United States dollars at the rates used in translation.

The following table sets forth information concerning exchange rates between the RMB and the United States dollar for the periods indicated.

	December 31 (1)		Yearly Average (2)
2010		6.6018		6.7696
2011		6.3585		6.4640
2012		6.3086		6.3116

(1) The exchange rates reflect the noon buying rate in effect in New York City for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York.

(2) Annual averages are calculated from month-end rates. Monthly averages are calculated using the average of the daily rates during the relevant period.

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SELECTED CONDENSED FINANCIAL AND OPERATING DATA

The following selected condensed financial and operating data should be read together with CCC’s financial statements and accompanying notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this prospectus.  The selected financial data in this section are not intended to replace our financial statements and the related notes.  Our historical results are not necessarily indicative of our future results.

The selected condensed statement of operations and balance sheet data for the years ended December 31, 2012 and December 31, 2011 are derived from CCC’s audited financial statements, appearing elsewhere in this prospectus. 

CHINA COMMERCIAL CREDIT, INC

	At December 31,
	2012		2011
Selected Financial Condition Data:
Total assets	$	100,004,819	$	94,556,429
Cash and due from banks		1,588,061		3,549,644
Pledged bank deposit		11,595,489		12,443,735
Loans receivable, net		84,923,480		76,022,989
Borrowings		20,606,791		23,590,469
Non -interest bearing deposits		9,428,061		9,113,229
Stockholders’ equity		67,249,079		59,126,189

CHINA COMMERCIAL CREDIT, INC

	For the Years Ended
	December 31,
	2012		2011
Selected Operations Data :
Total interest income	$	12,289,059	$	11,175,844
Total interest expense		1,298,081		1,584,233
Net interest income		10,990,978		9,591,611
Provision for loan losses		85,035		42,994
Net interest income after provision		10,905,943		9,548,617
Commissions and fees on guarantee services, net		1,680,781		1,314,368
Other noninterest income		323,977		725,832
Total noninterest income		2,004,758		2,040,200
Salaries and employee surcharge		1,052,199		838,572
Business taxes and surcharge		472,216		528,286
Other noninterest expense		1,366,851		729,498
Total noninterest expense		2,891,266		2,096,356
Income (loss) before income taxes		10,019,435		9,492,461
Income tax expense (benefit)		1,706,966		1,190,556
Net income (loss)	$	8,312,469	$	8,301,905

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

The information contained in this prospectus, including in the documents incorporated by reference into this prospectus, includes some statements that are not purely historical and that are “forward-looking statements.”  Such forward-looking statements include, but are not limited to, statements regarding our company’s and our management’s expectations, hopes, beliefs, intentions or strategies regarding the future, including our financial condition and results of operations.  In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.  The words “anticipates,” “believes,” “continue,” “could,” “estimates,” “expects,” “intends,” “may,” “might,” “plans,” “possible,” “potential,” “predicts,” “projects,” “seeks,” “should,” “will,” “would” and similar expressions, or the negatives of such terms, may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements contained in this prospectus are based on current expectations and beliefs concerning future developments and the potential effects on the parties and the transaction.  Future developments actually affecting us may not be those anticipated.  These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the parties’ control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements.  Examples are statements regarding future developments with respect to the following:

●     Our ability to develop and market our microcredit lending and guarantee business in the future;

●     Any changes in the laws of the PRC or local province that may affect our operations;

●     Inflation and fluctuations in foreign currency exchange rates;

●     Our on-going ability to obtain all mandatory and voluntary government and other industry certifications, approvals, and/or licenses to conduct our business;

●     Development of a public trading market for our securities; and

●     The costs we may incur in the future from complying with current and future governmental regulations and the impact of any changes in the regulations on our operations.

You should not rely upon forward-looking statements as predictions of future events.  The events and circumstances reflected in the forward-looking statements may not be achieved or occur.  Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements.  Moreover, neither we nor any other person assume responsibility for the accuracy and completeness of the forward-looking statements.  Except as required by law, we undertake no obligation to update publicly any forward-looking statements for any reason after the date of this prospectus to conform these statements to actual results or to changes in our expectations.

You should read this prospectus, and the documents that we reference in this prospectus and have filed as exhibits to the Registration Statement, of which this prospectus forms a part with the SEC, completely and with the understanding that our actual future results, levels of activity, performance and achievements may materially differ from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are a small business lender, providing short-term direct loans and loan guarantees to SMEs located in Wujiang City, Jiangsu Province of China.  Since our inception in October 2008, we have developed a large and growing number of borrowers in Wujiang City.  As of December 31, 2012, we have built an $85.8 million portfolio of direct loans to 248 borrowers and a total of $86.4 million in guarantees for 116 borrowers.  For the years ended December 31, 2012 and 2011, we generated $12,586,724 and $10,862,985 of net revenue, respectively, with $8,312,469 and $8,301,905 of net income, respectively.

We were established under the 2008 Guidance on the Small Loan Company Pilot of the China Banking Regulatory Commission and the People's Bank of China (No.23) (“Circular No. 23”) to extend short-term loans and loan guarantees to SMEs, a class of borrowers that we believe have been under-served in the Chinese lending market. The loans that we provide bridge the gap between Chinese-state run banks that have not traditionally served the capital needs of SMEs and high interest rate “underground” lenders to provide capital at more favorable terms and sustainable interest rates.

The Company, through its wholly-owned subsidiary, Wujiang Luxiang Information Technology Consulting Co. Ltd (“WFOE”), a limited liability company formed under the laws of the P.R.C., controls our operating entity, Wujiang Luxiang, through a series of variable interest entity (VIE) contractual arrangements.   The VIE contracts provide us with management and control of Wujiang Luxiang and entitle the Company to receive the net income and control the assets of Wujiang Luxiang.  

Key Factors Affecting Our Results of Operation

Our business and operating results are affected by China’s overall economic growth.  Unfavorable changes could affect the demand for the services that we provide and could materially and adversely affect our results of operations.  Our results of operations are also affected by the regulations and industry policies related to the lending industry in the PRC.

Although we have generally benefited from China’s economic growth and the policies to encourage lending to farmers and SMEs, we are also affected by the complexity, uncertainties and changes in the PRC regulations governing the small loan industry. Due to PRC legal restrictions on foreign equity ownership of and investment in the lending sector in China, we rely on contractual arrangements with our PRC operating entity, Wujiang Luxiang, and its shareholders to conduct most of our business in China. We face risks associated with our control over our variable interest entity, as our control is based upon contractual arrangements rather than equity ownership.

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Results of Operations

YEAR ENDED DECEMBER 31, 2012 AS COMPARED TO YEAR ENDED DECEMBER 31, 2011

CHINA COMMERCIAL CREDIT, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

	For the Year Ended						Change
	December 31,						$			%
	2012			2011
Interest income
Interests and fees on loans	$	12,003,158		$	10,854,752		$	1,148,406			11	%
Interests and fees on loans-related party		13,119			72,830			(59,711	)		(82	%)
Interests on deposits with banks		272,782			248,262			24,520			10	%
Total interest income		12,289,059			11,175,844			1,113,215			10	%
Interest expense
Interest expense on short-term bank loans		(1,298,081	)		(1,237,312	)		(60,769	)		5	%
Interest expense on short-term borrowings-related party		-			(346,921	)		346,921			(100	%)
Net interest income		10,990,978			9,591,611			1,399,367			15	%
Provision for loan losses		(85,035	)		(42,994	)		(42,041	)		98	%
Net interest income after provision for loan losses		10,905,943			9,548,617			1,357,326			14	%
Commissions and fees on financial guarantee services		1,667,067			1,441,942			225,125			16	%
Commissions and fees on financial guarantee services – related party		-			10,297			(10,297	)		(100	%)
Under/(over) provision on financial guarantee services		13,714			(137,871	)		151,585			(110	%)
Commission and fees on guarantee services, net		1,680,781			1,314,368			366,413			28	%
NET REVENUE		12,586,724			10,862,985			1,723,739			16	%
Non-interest income
Government incentive		188,146			623,345			(435,199	)		(70	%)
Other non-interest income		135,831			102,487			33,344			33	%
Total non-interest income		323,977			725,832			(401,855	)		(55	%)
Non-interest expense
Salaries and employee surcharge		(1,052,199	)		(838,572	)		(213,627	)		25	%
Rental expenses		(254,921	)		(248,911	)		(6,010	)		2	%
Business taxes and surcharge		(472,216	)		(528,286	)		56,070			(11	%)
Other operating expense		(1,111,930	)		(480,587	)		(631,343	)		131	%
Total non-interest expense		(2,891,266	)		(2,096,356	)		(794,910	)		38	%
											23	%
INCOME BEFORE PROVISION FOR INCOME TAXES		10,019,435			9,492,461			526,974			6	%
Provision for income taxes		(1,706,966	)		(1,190,556	)		(516,410	)		43	%
Net Income		8,312,469			8,301,905			10,564			0	%
Other comprehensive income
Foreign currency translation adjustment		471,501			2,163,403			(1,691,902	)		(78	%)
COMPREHENSIVE INCOME	$	8,783,970		$	10,465,308		$	(1,681,338	)		(16	%)

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The Company’s net income for the year ended December 31, 2012 was $8,312,469 representing an increase of $10,564 or 0.1%, over $8,301,905 for the year ended December 31, 2011. The increase in net income for the year ended December 31, 2012 was the net effect of the changes in the following components:

● an increase in net interest income of $1,399,367;

● an increase in the provision for loan losses of $42,041;

● an increase in net commission and fees from our guarantee business of $366,413;

● a decrease in non-interest income of $401,855;

● an increase in non-interest expense of $794,910; and

● an increase in enterprise income tax of $516,410.

The following paragraphs discuss changes in the components of net income in greater detail during the year ended December 31, 2012, as compared to the year ended December 31, 2011.

Net Interest income

Net interest income is equal to interest income we generated less interest expenses we incurred. The Company’s net interest income increased by $1,399,367 to $10,990,978 or 15% during the year ended December 31, 2012, compared to net interest income of $9,591,611 for the year ended December 31, 2011.

Interest income increased by $1,113,215 or 10% from $11,175,844 to $12,289,059 during the year ended December 31, 2012. The increase was primarily attributable to the robust demand for credit during 2012. Our aggregate loan balance has increased from $76,789,662 in 2011 to $85,781,293 in 2012  although the average market loan interest rates decreased from 15.2% for the year ended December 31, 2011 to 14.16% for the year ended December 31, 2012.

During the year ended December 31, 2012, the Company continued its effort to reduce related party transactions and accordingly the interest income from the loans to related party was reduced to $13,119, an 82% decrease, as compared to the same period of the prior year.

Due to the long-term nature of our deposits with third party banks, we utilized these deposits as term deposits during the year December 31, 2012 which in turn generated interest income of $272,782 as compared to $248,262 during the year ended December 31, 2011, during which we mainly utilized these deposits as demand deposit.

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Interest expense represents interest incurred on short-term bank loans and loans from related party. The interest incurred on short term bank loans increased by $60,769 or 5%. This was because during 2011 our weighted average interest rate was 5.71% while during 2012 our weighted average interest rate was 6.34%. Interest incurred on loans from related parties decreased by $346,921 or 100% as a result of our effort to reduce related party transactions.

Provision for Loan Losses

The Company’s provision for loan losses were $85,035 and $42,994 for the years ended December 31, 2012 and 2011, respectively. Provision for loan losses reflects the increase in the allowance for loan losses for the reporting period as our loan receivable balance increased and hence higher risk was assessed.

Net Commission and Fees from Our Guarantee Business

The Company also generated net income by charging fees for financial guarantee services provided to our customers to help them obtain loans from other banks.  We generally charge a one-time fee of 1.8%-3.6% multiplied by the amount of loans being guaranteed based on the nature of the guarantee and whether the customer is new or existing. The net fees generated from our financial guarantee services increased from $1,314,368 for the year ended December 31, 2011, to $1,680,781 for the year ended December 31, 2012, representing an increase of $366,413 or 28%.

Our fees before provision on the financial guarantee services to third parties increased by $225,125 or 16% because the guarantees service business grew during 2011 and most of these new guarantee contracts have maturity dates beyond 2011 and hence more income was recognized in 2012 as compared to 2011.

Our fees before provision on the financial guarantee services to related-parties decreased from $10,297 to nil as a result of our effort to eliminate related party transactions.  The Company has provided guarantees for loans totalling $86.4 million as of December 31, 2012, compared to $88.7 million as of December 31, 2011.

The methodology the Company used to estimate the liability for probable guarantee loss considers the guarantee contract amount and a variety of factors, which include, depending on the counterparty, latest financial position and performance of the customers, actual defaults, estimated future defaults, historical loss experience, estimated value of collaterals or guarantees the costumers or third parties offered, and other economic conditions such as the economic trend of the area and the country. The estimates are based upon currently available information. Based on the past experience, the Company estimates the probable loss to be 1% of contract amount and reviews the provision on a quarterly basis. It has been determined that our guarantee business is sufficiently covered by the general provision, as such the Company’s provision for its guarantee business mainly reflects the increase in the general provision for guarantee business as of each year end as compared to the previous year end.

Non-interest income

Non-interest income decreased from $725,832 for the year ended December 31, 2011 to $323,977 for the year ended December 31, 2012, representing a decrease of $401,855 or 55%. Non-interest income mainly includes government incentive and rental income from the Company sub-leasing certain of its leased office space to third parties. The decrease is primarily attributable to the government incentive we received.

Government incentive received has decreased from $623,345 for the year in 2011 to $188,146 for the year in 2012. The government incentive is awarded by Jiangsu Finance Office to promote the development of microcredit agencies in Jiangsu Province. During 2012, due to increased number of applicants, the Jiangsu Finance Office announced a new calculation base for incentive. According to the new base, a portion of the government incentive can be obtained only if the Company’s annual average loan interest rate in fiscal year 2011 is less than 15%. The Company did not meet this requirement and hence did not qualify for that portion of the incentive.

Non-interest expenses

Non-interest expenses increased from $2,096,356 for the year ended December 31, 2011 to $2,891,266 for the year ended December 31, 2012, representing an increase of $794,910 or 38%. Non-interest expenses primarily consisted of salary and benefits for employees, business tax and surcharge, traveling cost, entertainment expenses, depreciation of equipment, office rental expenses, professional service fees, and office supplies.

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The increase is mainly attributable to:

1.           salaries and staff benefits, which increased by $213,627. We hired more employees and our average salary increased due to the increase of revenue for the year ended December 31, 2012, and

2.           an increase in other operating expenses, which increased by $631,343. Other operating expenses were higher during the year ended December 31, 2012 compared to the same period of 2011, primarily due to an increase in auditing expense of $205,554, an increase in bank charges of $227,055 and an increase in legal and consulting expense of $126,659.

Income tax

Income taxesincreased from $1,190,556 for the year ended December 31, 2011 to $1,706,966 for the year ended December 31, 2012, representing an increase of $516,410 or 43%.  The increase in income tax is mainly due to two reasons: (1) the increase of pre-tax income by 6% for the year ended December 31, 2012 and (2) the change of tax policy which in turn resulted in additional income tax expense. Prior to 2012, the Company was entitled to a preferential income tax rate of 12.5%. In April 2012, the Company received a notice from the local tax authority that the Company’s lending business is qualified for  a preferential tax rate of 12.5%, however, its taxable income arising from its guarantee business is subject to a standard tax rate of 25%.  The local tax authority required the Company to apply the new tax policy retroactively to 2011. Hence, the Company evaluated the impact of the changed policy on the income tax provision on the issued financial statements of 2011, and determined the understated income tax for 2011 was approximately $220,032, which was recorded in the financial statements for the year ended December 31, 2012, since the amount is minimal compared to its net income in 2011.

Foreign currency translation adjustment

Foreign currency translation adjustmentdecreased from $2,163,403 for the year ended December 31, 2011 to $471,501 for the year ended December 31, 2012, representing a decrease of $1,691,902 or 78%. The decrease was mainly due to the fluctuation of foreign exchange rates during 2012 and 2011.

Loan Portfolio Quality

One of our key objectives is to maintain a high level of loan portfolio quality. When a borrower fails to make a scheduled payment, we attempt to cure the deficiency by personally contacting the borrower. Initial contacts typically are made seven days after the date the payment is due, and warning letters are sent by our legal counsel approximately 90 days after the default. In most cases, deficiencies are promptly resolved. If the outstanding amount cannot be collected within 180 days after the maturity date and the parties could not reach an agreement on a specific repayment play, we will initiate legal proceedings in the court.

We also increase the frequency of visits to our customers and observe their daily production on site from time to time to observe their operating condition and collect their financial information on a random basis. Since most of our customers are in the Jiangsu area, it is also relatively easy to obtain information about our customers.

On loans where the collection of principal or interest payments is doubtful, the accrual of interest income ceases (“non-accrual” loans). Except for loans that are well secured and in the process of collection, it is our policy to discontinue accruing additional interest and reverse any interest accrued on any loan which is 90 days or more past due.

We account for our impaired loans in accordance with GAAP. An impaired loan generally is one for which it is probable, based on current information, that the lender will not collect all the amounts due under the contractual terms of the loan. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for corporate and personal loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

We allow a one-time loan extension with time duration up to the original loan period, which is usually within twelve months. In order to qualify, the borrower must be current on interest payments. We do not grant a concession to debtors as the principal of the loan remains the same and interest rate is fixed at the current interest rate at the time of extension.

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We use a comprehensive methodology to monitor credit quality and prudently manage credit concentration within our portfolio of loans. Currently our loan portfolio concentrates in the textile industry and it is showing signs of slow-down. To maintain our loan portfolio quality, we have modified our loan policy to accept only textile companies with real estate as collateral or with professional guarantee company as the loan guarantee method.

In addition, we plan to diversify our risks by concentrating in small amount loans that are below $650,000 (or four million RMB). We also eliminated related party loans and initiated more loans to agriculture related business.

Currently, banking industry encourage SMEs to apply for loans under individual names so that when it is past due, both the SME and the responsible individual are liable for the past due amount. In 2012, our business loans remained the same as compared to 2011 while personal loans increased by 113.3%

Liquidity and Capital Resources

Cash Flows and Capital Resources

To date, we have financed our operations primarily through shareholder contributions, cash flow from operations and bank loans. As a result of our total cash activities, net cash decreased from $3,549,644 as of December 31, 2011 to $1,588,061 as of December 31, 2012.

We require cash for working capital, making loans, repayment of debt, salaries, commissions and related benefits and other operating expenses and income taxes. We expect that without the needs of future business expansion, our current working capital is sufficient to support our routine operations for the next twelve months.

We generate our cash flow from three sources; shareholder capital contribution, cash flow from operations and borrowings from other financial institutions.

However, as a microcredit company regulated by the Chinese Banking Regulatory Commission, we are prohibited from providing saving or checking services to our customers; our borrowing capacity from other financial institutions is also limited to 50% of our equity. Our currently available capital resources may not be sufficient to fund our anticipated expansion.

In addition to raising capital in this offering in order to meet the capital needs for our anticipated business expansion, we may take the following actions: (i) continue to improve our collection of loan receivable and interest receivable; (ii) if necessary, raise additional capital through the sale of additional equity; and (iii) enter into new, or refinance existing, short- and/or long-term commercial loans. We cannot assure you that financing will be available in the amounts we need or on terms acceptable to us, if at all. The sale of additional equity securities, including convertible debt securities, would dilute our shareholders. The incurrence of debt could result in operating and financial covenants that would restrict our operations and our ability to pay dividends to our shareholders. If we are unable to obtain additional equity or debt financing as required, our business, operations and prospects may suffer.

Statement of Cash Flows

As of December 31, 2012, cash and cash equivalents were $1,588,061 as compared to $3,549,644 as of December 31, 2011.  

As of December 31, 2011, cash and cash equivalents were $3,549,644 as compared to $659,151 as of December 31, 2010.  

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The following table sets forth a summary of our cash flows for the years indicated:

	For the Year Ended December 31,
	2012			2011
Net cash provided by operating activities	$	8,295,938		$	9,024,635
Net cash used in investing activities	$	(6,492,402	)	$	(5,022,718	)
Net cash used in financing activities	$	(3,738,785	)	$	(1,340,756	)
Effects of exchange rate changes on cash	$	(26,334	)	$	229,332
Net cash  (outflow)/ inflow	$	(1,961,583	)	$	2,890,493

Net Cash Provided by Operating Activities

During the year ended December 31, 2012, we had positive cash flow from operating activities of $8,295,938, a decrease of $728,697 from the same period of 2011, during which we had cash flow from operating activities of $9,024,635. Even though the net income for the year ended December 31, 2012 has not changed significantly as compared to the year ended December 31, 2011, the decrease in net cash provided by operating activities was the result of several factors, including:

● An increase in interest receivables of $301,064. This increase was due to higher interest income in the year ended December 31, 2012 while the credit terms are the same as the year ended December 31, 2011.

● A decrease of tax receivables of $633,428. This is due to the Company is being required to prepay enterprise income taxes at a rate of 25% on a quarterly basis when the applicable tax rate is 12.5%. Within five months after December 31, the Company and the tax authority true up the difference between the taxes paid and taxes due. The increase in tax receivables was mainly due to higher tax receivables from the tax authority as a result of higher net income in 2012 which is the basis for the quarterly estimated tax, in the year ended December 31, 2012 as compared to that in the year ended December 31, 2011.

● A decrease of other current liabilities of $280,856. The decrease in other current liabilities was mainly associated with more staff salary and bonus paid in the year ended December 31, 2012 as compared to the year ended December 31, 2011.

● A decrease in unearned income from guarantee services of $409,381. The decrease in unearned income from guarantee services was due to more income being recognized as revenue from the guarantee business as guarantee service life matured in the year ended December 31, 2012 as compared to the year ended December 31, 2011.

Investing Activities

Net cash used in investing activities for the year ended December 31, 2012 was $6,492,402, compared to net cash used in investing activities of $5,022,718 for the year ended December 31, 2011. The cash used in investing activities for the year ended December 31, 2012 was mainly used to extend new loans. The cash used in investing activities for the year ended December 31, 2011 was mainly attributable to capital to extend new loans, lending to related party companies and increased deposit requirement by third party banks for the guarantee service.

Financing Activities

Net cash used in financing activities for the year ended December 31, 2012 totalled $3,738,785, compared to net cash used in financing activities of $1,340,756 for the year ended December 31, 2011. The cash used in financing activities for the year ended December 31, 2012 was mainly attributable to the proceeds from short-term bank borrowings of $23,812,727, net proceeds from preferred stock issuance of $508,971, offset by acquisition cost net of cash acquired of $245,401, dividends paid to shareholders of $842,554 and repayments of short term bank loans of $26,927,528.The cash used in financing activities for the year ended December 31, 2011 was mainly attributable to short-term bank borrowings of $41,448,912, short-term borrowings from a related party company of $7,609,633, offset by repayments of short-term bank borrowings of $38,151,697, repayments of amounts due to related party of $7,882,954 and payments of dividends of $4,364,650.

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Contractual Obligations

As of December 31, 2012, the annual amounts of future minimum payments under certain of our contractual obligations were:

	Payments due by period
	Total		Less than 1 year		1-3 years		3-5 years		More than 5 years
	(in thousands)
Contractual obligations:
Short term bank loans (1)	$	20,606,791	$	20,606,791	$	-	$	-	$	-
Operating lease (2)	$	191,282	$	191,282	$	-	$	-	$	-
	$	20,798,073	$	20,798,073	$	-	$	-	$	-

(1)	The bank loans bear a weighted average annual interest rate of 5.92 % with the principal and accrued interest (shown above accrued through December 31, 2012). We may elect to prepay the loans at any time without penalty.
(2)	Our lease for our office in Wujiang commenced on October 21, 2008 and will expire in September 30, 2013.

Off-Balance Sheet Arrangements

These financial guarantee contracts consist of providing guarantees to banks on behalf of borrowers to help them obtain loans from banks. The contract amounts reflect the extent of involvement the Company has in the guarantee business and also represents the Company’s maximum exposure to credit loss.

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its borrowers. Financial instruments whose contract amounts represent credit risk are as follows:

	December 31,
	2012		2011		2010
Guarantee	$	86,360,524	$	88,742,628	$	71,683,940

Critical Accounting Policies

We prepare our financial statements in conformity with Accounting principles generally accepted by the United States of America (“U.S. GAAP”), which requires us to make judgments, estimates and assumptions that affect our reported amount of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, and reported amounts of revenue and expenses during the reporting periods. We continually evaluate these estimates and assumptions based on the most recently available information, our own historical experience and various other assumptions that we believe to be reasonable under the circumstances. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from our expectations as a result of changes in our estimates.

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An accounting policy is considered critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time such estimate is made and if different accounting estimates that reasonably could have been used, or changes in the accounting estimates that are reasonably likely to occur, could materially impact the condensed financial statements. We believe that the following accounting policies involve a higher degree of judgment and complexity in their application and require us to make significant accounting estimates. The following descriptions of critical accounting policies, judgments and estimates should be read in conjunction with our condensed financial statements and other disclosures included in this prospectus.

Revenue recognition

Revenue is recognized when there are probable economic benefits to the Company and when the revenue can be measured reliably, on the following:

● Interest income on loans. Interest on loan receivables is accrued monthly in accordance with their contractual terms and recorded in accrued interest receivable. The Company does not charge prepayment penalties from customers.

● Commission on guarantee service. The Company receives the commissions from guarantee services in full at inception and records it as unearned income before amortizing it throughout the period of guarantee.

● Non-interest income. Non-interest income mainly includes government incentive and rental income from the sub-leasing of certain of the Company’s leased office space to third parties. Government incentive is provided by Jiangsu Provincial government on a yearly basis to promote the development of microcredit agencies in Jiangsu Province.

Loans receivable, net

Loans receivable primarily represent loan amount due from customers. The management has the intent and ability to hold for the foreseeable future or until maturity or payoff. Loans receivable are recorded at unpaid principal balances, net of unearned income and allowance that reflects the Company’s best estimate of the amounts that will not be collected. Loan origination and commitment fees and certain direct loan origination costs collected from customers are directly recorded in current year interests and fees on loans. The loans receivable portfolio consists of corporate loans and personal loans. The Company does not charge loan origination and commitment fees.

Allowance for loan losses and loan impairment

The allowance for loan losses is increased by charges to income and decreased by charge offs (net of recoveries). The allowance for loan losses is maintained at a level believed to be reasonable by management to absorb probable losses inherent in the portfolio as of each balance sheet date.  The allowance is based on factors such as the size and current risk characteristics of the portfolio, an assessment of individual problem loans and actual loss, delinquency, and/or risk rating experience within the portfolio.

The Company evaluates its allowance for loan losses on a quarterly basis or more often as deemed necessary. The allowance for loan losses is increased by charges to income and decreased by charge offs (net of recoveries). The allowance for loan losses is maintained at a level believed to be reasonable by management to absorb probable losses inherent in the portfolio as of each balance sheet date.  The allowance is based on factors such as the size and current risk characteristics of the portfolio, an assessment of individual problem loans and pools of homogenous loans, and actual loss, delinquency, and/or risk rating experience within the portfolio.

The allowance is calculated at portfolio-level since our loans portfolio is typically of smaller balance homogenous loans and is collectively evaluated for impairment.

For the purpose of calculating portfolio-level reserves, we have grouped our loans into two portfolio segments: Corporate and Personal. The allowance consists of the combination of a quantitative assessment component based on statistical models, a retrospective evaluation of actual loss information to loss forecasts, value of collaterals and could include a qualitative component based on management judgment. Management takes into consideration relevant qualitative factors, including external and internal trends such as the impacts of collections and account management effectiveness, geographic concentrations, and economic events, among other factors, that have occurred but are not yet reflected in the quantitative assessment component. All qualitative adjustments are adequately documented, reviewed, and approved through our established risk governance processes. Refer to Note 6 for information on the allowance for loan losses.

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In addition, the Company also calculates the provision amount in accordance with PRC regulation “The Guidance for Loan Losses” (“The Provision Guidance”) issued by People’s Bank of China (“PBOC”) and is applied to all financial institutes as below:

1.     General Reserve - is based on total loan receivable balance and to be used to cover unidentified probable loan loss. The General Reserve is required to be no less than 1% of total loan receivable balance.

2.     Specific Reserve - is based on the level of loss of each loan after categorizing the loan according to their risk. According to the so-called “Five-Tier Principle” set forth in the Provision Guidance, the loans are categorized as “pass”, “special-attention”, “substantial”, “doubtful” or “loss”. Normally, the provision rate is 2% for “special-attention”,  25% for “substantial”, 50% for “doubtful”  and 100% for “loss”.

3.     Special Reserve - is fund set aside covering losses due to risks related to a particular country, region, industry or type of loans. The reserve rate could be decided based on management estimate of loan collectability.

Due to the short term nature of the loans receivable and based on the Company’s past loan loss experience, the Company only includes General Reserve in the loan loss reserve.

To the extent the mandatory loan loss reserve rate as required by PBOC differs from management’s estimates, the management elects to use the higher rate.

Income Tax

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. The Company accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable for the differences that are expected to affect taxable income.

Recently issued accounting standards

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment." This ASU simplifies how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. These amended standards permit an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, these amended standards eliminate the requirement to perform quantitative impairment testing as outlined in the previously issued standards. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s combined financial position and results of operations.

On February 5, 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This guidance is the culmination of the board’s redeliberation on reporting reclassification adjustments from accumulated other comprehensive income. The standard is effective prospectively for public entities for annual and interim reporting periods beginning after December 15, 2012. Non-public companies may adopt the standard one year later. Early adoption is permitted. Management does not expect this accounting standard update to have a material impact on the Company’s financial position, operations, or cash flows.

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BUSINESS

Banking Industry in China

In the Chinese banking industry, four state-owned banks, namely Industrial & Commercial Bank of China (ICBC), China Construction Bank (CCB), Bank of China (BOC) and Agricultural Bank of China (ABC), are the biggest players, though their dominance is in gradual decline. According to PBOC, banks in China extended $1.31 trillion (RMB 8.20 trillion) in loans in 2012, an increase of $ 0.12 trillion (RMB 0.73 trillion) compared to 2011.

Currently, there are over 100 local city commercial banks in China. Local governments have historically exerted a huge influence over local city commercial banks and it is not uncommon for them to hold a large bulk of their shares. As the name suggests, city commercial banks were formerly permitted to operate only within the city where they were located. Since 2004, the CBRC has allowed these local city commercial banks to expand outside their home region. Meanwhile, some of the smaller local commercial banks began to merge, forming larger regional banks.

The Current Lending Market and the Opportunity

The state-owned banks and local commercial banks make the majority of loans in the PRC. These large banks tend to provide financing to state-owned enterprises and large private firms. While large companies continue to obtain bank loans, SMEs must seek alternative sources of financing. Pursuant to Regulations on Standards of Categorizing Small and Medium Enterprises, depending on the industry, medium-sized businesses are defined as businesses with total assets between RMB 50 million and RMB 1.2 billion or revenues of between RMB 5 million and RMB 2 billion, and small and micro entities are defined as businesses with total assets or revenues less than the medium-sized entities’ threshold.

While state-owned enterprises still play a major role in the PRC economy, SMEs are becoming increasingly important in boosting China’s economy. The number of SMEs has grown from 100,000 in 1978 to approximately 50 million in 2010. According to data compiled by Development and Research Center of the State Council, SMEs account for nearly 60% of the GDP, 80% of the overall employment and more than half of economic output of China as of 2012. As a result, SMEs financing demands are on the rise.

Concerned about potential dangers to the PRC financial system caused by inflation, from 2010 the PBOC withdrew a significant amount of liquidity from the market, which has made it even harder for SMEs to gain access to capital.  Often unable to obtain bank loans, many SMEs have to borrow from so-called “underground” lenders.  “Underground” lenders take on various forms and may include non-depository banks, other financial institutions, and businesses that lend from their own surplus cash. Such underground lending is not permitted by the PRC banking regulations and therefore unregulated.  These lenders often charge interest rates many times higher than the PBOC Benchmark Rate. They use different schemes to avoid sanctions by the PRC regulations and the SME borrowers who borrowed from these underground lenders sometimes do not have affordable avenues to protect their interests.

A government crackdown on illegal “underground” lenders has been initiated.  Former Premier Wen Jiabao, on behalf of the State Council, stated that private, informal financing channels will only be encouraged “within the boundaries of the law.”  The State Council said that the government would crack down on illegal practices such as pyramid schemes and lending at excessively high interest rates. With the new government crackdown on illegal lending, traditional sources of credit could dry up, bringing SMEs fewer funding alternatives. It is from this environment that microcredit companies such as Wujiang Luxiang were approved and established since 2008.

Microcredit Industry in China

Under the credit crunch policy in China, many SMEs have encountered money shortages.  Since 2008, the micro credit industry in China has been rapidly developing. Microcredit companies play an increasingly important role to help SMEs solve their money shortage problems, while they seek their own profit margins.

The number of microcredit companies has increased dramatically in the China since such types of companies were first permitted in 2008.  According to the statistics provided by PBOC, as of September 2012, there were 5,629 microcredit companies in China. The total loan balance from microcredit companies stood at $83.67 billion (RMB 533 billion). In the province of Jiangsu, as of September 30, 2012 there are about 465 microcredit companies with total capital of $12.03 billion (RMB 76.65 billion) and the total loans outstanding of $15.90 billion (RMB 101.2 billion).

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The microcredit companies typically are profitable. According to Xiaoling Wu, the vice chairman of the National People’s Congress Financial and Economic Committee, who spoke at the Microcredit Innovation Forum held on January 16, 2010, overall, microcredit companies’ return on capital was 7.76%, while the microcredit companies in Zejiang, Shanghai, and Jiangsu generated returns on capital of 15.68%, 11.56%, and 10.70%, respectively, which make them the top three areas in terms of return on capital for microcredit companies.

City of Wujiang

Wujiang is located 11 miles south of Suzhou city and 34 miles east of Shanghai. Traditionally, Wujiang has been regarded as “the Land of Fish and Rice” and “the Capital of Silk”. In recent years, it is also known to be “the Capital of Cable and Optical Cable” and also “the City of Electronics”.

Wujiang’s economy is well developed. It currently ranks as one of the most economically successful cities in China. The GDP in 2011 reached $18.83 billion (RMB 119.2 billion), an increase of 18.8% from 2010. The GDP per capita reached $14,757 (RMB 93,417), an increase of 12.5% from 2010. After years of development, Wujiang has attracted and nurtured may successful businesses in electronics, silk and textiles, as well as the cable and optical-cable sectors. By the end of 2011, Wujiang had 1,480 state-owned enterprises, 21,813 private owned enterprises, 40,952 individually owned businesses, 240 rural professional cooperatives and a farmer population of 471,300.

In 2011, the outstanding balance of the local and foreign currency deposits and loans in Wujiang were $25.6 billion (RMB 162.8 billion) and $20.3 billion (RMB 129.1 billion), respectively. The banking industry in Wujiang realized profits of $0.77 billion (RMB 4.9 billion) in 2011. By the end of 2011, Wujiang had 17 financial institutions and 11 rural microcredit companies, an increase of 37.5% from 2010.  In 2012, the total outstanding balance of the 11 microcredit companies were $1.02 billion (RMB 6.49 billion) in 2012, an increase of 12.02% from 2011.

According to the market analysis, in 2013 and 2014, the capital needs in the city of Wujiang will increase to $39.3 billion (RMB 250 billion Yuan). We believe the local microcredit companies will have to rapidly develop to meet such needs in the next few years.

Our History and Corporate Structure

China Commercial Credit, Inc. is a holding company that was incorporated under the laws of the State of Delaware on December 19, 2011. Wujiang Luxiang was established in China on October 21, 2008.

Contractual Arrangements

There are no PRC state, provincial or local laws, rules and regulations prohibiting or restricting direct foreign equity ownership in companies engaged in microcredit business. However, the provincial authorities regulate microcredit companies through strict licensing requirements and approval procedures.  Direct controlling foreign ownership in a for-profit microcredit company has never been approved by competent Jiangsu government authorities. Based on the current position taken by the competent Jiangsu government authorities, direct foreign ownership of a microcredit company will not be approved in the foreseeable future.

As such, neither we nor our subsidiaries own any equity interest in Wujiang Luxiang.  Instead, we control and receive the economic benefits of Wujiang Luxiang’s business operation through a series of contractual arrangements.  WFOE, Wujiang Luxiang and its shareholders entered into a series of contractual arrangements, also known as VIE Agreements, on September 26, 2012.   The VIE agreements are designed to provide WFOE with the power, rights and obligations equivalent in all material respects to those it would possess as the sole equity holder of Wujiang Luxiang, including absolute control rights and the rights to the assets, property and revenue of Wujiang Luxiang.  Based on a legal opinion issued by Da Cheng Law Offices to WFOE, the VIE agreements constitute valid and binding obligations of the parties to such agreements, and are enforceable and valid in accordance with the laws of the PRC. 

According to the Exclusive Business Cooperation Agreement, Wujiang Luxiang is obligated to pay service fees to WFOE approximately equal to the net income of Wujiang Luxiang.. Since substantially all the proceeds from this offering and future offerings will be used to increase Wujiang Luxiang’s registered capital to expand its lending capacity, management believes Wujiang Luxiang will be able to grow and expand its business via such VIE arrangement.

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Each of the VIE Agreements are described in detail below:

 Exclusive Business Cooperation Agreement

Pursuant to the Exclusive Business Cooperation Agreement between Wujiang Luxiang and WFOE, WFOE provides Wujiang Luxiang with technical support, consulting services and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, human resources, and information. Additionally, Wujiang Luxiang grants an irrevocable and exclusive option to WFOE to purchase from Wujiang Luxiang, any or all of its assets, to the extent permitted under the PRC laws. WFOE may exercise, at its sole discretion, the option to purchase from Wujiang Luxiang any or all of Wujiang Luxiang’s assets at the lowest purchase price permitted by PRC laws. In case WFOE exercises such option, the parties shall enter into a separate assets transfer agreement. WFOE shall own all intellectual property rights that are developed during the course of the Exclusive Business Cooperation Agreement. For services rendered to Wujiang Luxiang by WFOE under this agreement, the service fee Wujiang Luxiang is obligated to pay shall be calculated based on the time of services rendered multiplied by the corresponding rate, which is approximately equal to the net income of Wujiang Luxiang.

The Exclusive Business Cooperation Agreement shall remain in effect for ten years until it is terminated by WFOE with 30-day prior notice. Wujiang Luxiang does not have the right to terminate the agreement unilaterally. WFOE may unilaterally extend the term of this agreement with prior written notice.

The sole director and president of WFOE, Mr. Qin, is currently managing Wujiang Luxiang pursuant to the terms of the Exclusive Business Cooperation Agreement. WFOE has absolute authority relating to the management of Wujiang Luxiang, including but not limited to decisions with regard to expenses, salary raises and bonuses, hiring, firing and other operational functions. The Exclusive Business Cooperation Agreement does not prohibit related party transactions. Upon installation of the audit committee at the consummation of this offering, the audit committee of CCC will review and approve in advance any related party transactions, including transactions involving WFOE or Wujiang Luxiang.

  Share Pledge Agreement

Under the Share Pledge Agreement between the shareholders of Wujiang Luxiang and WFOE, the 12 Wujiang Luxiang Shareholders pledged all of their equity interests in Wujiang Luxiang to WFOE to guarantee the performance of Wujiang Luxiang’s obligations under the Exclusive Business Cooperation Agreement.  Under the terms of the agreement, in the event that Wujiang Luxiang or its shareholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, WFOE, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests.  The shareholders of Wujiang Luxiang also agreed that upon occurrence of any event of default, as set forth in the Share Pledge Agreement, WFOE is entitled to dispose of the pledged equity interest in accordance with applicable PRC laws.  The shareholders of Wujiang Luxiang further agree not to dispose of the pledged equity interests or take any actions that would prejudice WFOE’s interest.

The Share Pledge Agreement shall be effective until all payments due under the Exclusive Business Cooperation Agreement have been paid by Wujiang Luxiang.  WFOE shall cancel or terminate the Share Pledge Agreement upon Wujiang Luxiang’s full payment of fees payable under the Exclusive Business Cooperation Agreement.

Exclusive Option Agreement

Under the Exclusive Option Agreement, the shareholders of Wujiang Luxiang irrevocably granted WFOE (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, once or at multiple times, at any time, part or all of their equity interests in Wujiang Luxiang.  The option price is equal to the capital paid in by the Wujiang Luxiang Shareholders subject to any appraisal or restrictions required by applicable PRC laws and regulations. As of the date of this prospectus, if WFOE exercised such option, the total option price that would be paid to all of the Wujiang Luxiang Shareholders would be $44,063,863, which is the aggregate registered capital of Wujiang Luxiang.   The option purchase price shall increase in case the Wujiang Luxiang Shareholders make additional capital contributions to Wujiang Luxiang.

The agreement remains effective for a term of ten years and may be renewed at WFOE’s election.

 Power of Attorney

Under the Power of Attorney, the shareholders of Wujiang Luxiang authorize WFOE to act on their behalf as their exclusive agent and attorney with respect to all rights as shareholders, including but not limited to:  (a) attending shareholders' meetings; (b) exercising all the shareholder's rights, including voting, that shareholders are entitled to under the laws of China and the Articles of Association, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of Wujiang Luxiang.

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Although it is not explicitly stipulated in the Power of Attorney, the term of the Power of Attorney shall be the same as the term of that of the Exclusive Option Agreement.

Timely Reporting Agreement

To ensure Wujiang Luxiang promptly provides all of the information that WFOE and the Company need to file various reports with the SEC, a Timely Reporting Agreement was entered between Wujiang Luxiang and the Company.

Under the Timely Reporting Agreement, Wujiang Luxiang agrees that it is obligated to make its officers and directors available to the Company and promptly provide all information required by the Company so that the Company can file all necessary SEC and other regulatory reports as required.

Although it is not explicitly stipulated in the Timely Reporting Agreement, the parties agreed its term shall be the same as that of the Exclusive Business Cooperation Agreement.

Loan Agreement between WFOE and Wujiang Luxiang Shareholders   

Prior to closing of this offering, WFOE and Wujiang Luxiang Shareholders will enter into a loan agreement pursuant to which WFOE will lend to the Wujiang Luxiang Shareholders most of the net proceeds of this offering, who shall then contribute the entire amount of their loans to Wujiang Luxiang for the purpose of increasing its registered capital. WFOE shall deposit the funds into an escrow account designated by WFOE, to be released only to Wujiang Luxiang upon WFOE’s instruction to the escrow agent.  In the event that any Wujiang Luxiang Shareholder fails to repay the loan proceeds at the termination of the loan agreement, such shareholder shall be obligated to make a penalty interest payment to WFOE at the interest rate of 0.07% per day.

Our Services

General

We generally provide two types of services, direct loans and guarantee services, to borrowers located within City of Wujiang, Jiangsu Province of China. In our direct loan business, we provide short-term loans to the borrowers and generate interest income.  In our guarantee business, we act as a guarantor to borrowers applying for short-term direct loans with other lenders and generate fee income.  Our clients in both the direct loan and guarantee businesses are primarily SMEs, farmers and individuals who generally use the proceeds of the loans for business related purposes.

We fund our lending and guarantee operations by using our registered capital, drawing down from the line of credit we have with state-owned or commercial banks, and using cash generated from our operations.  We currently have only one line of credit agreement with Agricultural Bank of China, the amount we are allowed to finance through debt financing is limited at 50% of our net capital. As of December 31, 2012, we have borrowed approximately $ 20.60 million (RMB 130 million) from Agricultural Bank of China and there is still another $ 3.17 million (RMB 20 million) available under the line of credit.

As of December 31, 2012, we have built an $85.8 million portfolio of direct loans to 248 borrowers and guaranteed 145 loans aggregating $86.4 million for 116 borrowers.  For the years ended December 31, 2012 and 2011, none of the borrowers accounted for more than 10% of our revenue.  We are not dependent on any one borrower in either our direct loan or guarantee business. For the years ended December 31, 2011 and 2012, we generated $10,862,985 and $12,586,724 of net revenue with $8,301,905 and $8,312,469 of net income, respectively.

Our Services

Direct Loans

We provide direct loans to borrowers with terms not exceeding one year. During 2012, the average principal loan amount we provide is approximately $268,000. The interest rate we charge on a specific direct loan depends on a number of factors, including the type of borrower and whether the loan is secured or unsecured. We also take into account the quality of the collateral or guaranty given and the term of the loan.

Interest on our loans is usually payable monthly and averaged 14.16% for our direct loan portfolio for the twelve months ended December 31, 2012. Under certain Jiangsu banking regulations, since August 2012, we are allowed to charge an interest rate within the range of 0.9 times and 3 times the PBOC benchmark interest rate (the “PBOC Rate”). As of December 31, 2012, the PBOC Rate was set at 6% per annum for one-year term loans and 5.6% for six-month term loans. During the fiscal year ended 2012, the average interest rate we charged to SMEs was 2.5 times the PBOC Rate or 13.67% for one-year term loans and 15.93% for six-month term loans. The interest on loans to farmers is subsidized by the Jiangsu government and usually results in farmers paying a rate lower than that of loans to SME’s. A portion of the difference between the lower rate charged to farmers and the rate charged to SME’s is remitted to us annually by the government as government incentive.

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We offer both secured and unsecured direct loans. As of December  31, 2012, there were 297 direct loans outstanding, with a total aggregate outstanding balance of approximately $85.8 million and interest rates ranging from 9.6% to 21.6% and terms of the loans ranging from 1 month  to 12 months.  The following table sets forth a summary of our direct loan portfolio as of December 31, 2012 and December 31, 2011:

	Total Outstanding Balance as of 12/31/2012		Percentage of the Total Loan Portfolio as of 12/31/2012			Total Outstanding Balance as of 12/31/2011		Percentage of the Total Loan Portfolio as of 12/31/2011
Secured Loans:
Guarantee-backed loans		76,171,092		88.8	%		64,353,553		83.8	%
Pledge assets-backed loans		8,857,261		10.3	%		11,649,760		15.2	%
Collateral-backed loans		752,940		0.9	%		786,349		1.0	%
Unsecured Loans		-		-			-		-
Total:		85,781,293		100	%		76,789,662		100	%

Secured Loans

We offer three types of secured loans:

●       loans guaranteed by a third party, referred to in China as “guarantee-backed loans”;

●       loans secured by real property, referred to in China as “collateral-backed loans”; and

●       loans secured by personal property, referred to in China as “pledge-backed loans”.

● Guarantee-backed loans

In the case of guarantee-backed loans, the third party guarantor and the borrower are jointly and severably liable for the repayment of the loan.  The third party guarantor, whether being an individual or legal entity, must be credit-worthy.  We do not require any asset from the borrower as collateral for such guarantee-backed loans.

● Collateral-backed loans

In the case of collateral-backed loans, the borrowers provide land use rights or building ownership as collateral for the loan.

For loans secured by land use rights, the principal amount we grant is no more than 50-70% of the value of the land use rights. The percentage varies depending on the liquidity of the land use rights. For loans secured by building ownership, the principal amount we grant can be up to 100% of the value of the building. We engage independent appraisal firms to determine the value of the land use rights or the building.

Prior to funding a direct loan secured by land use rights or building ownership, we register our security interest in the collateral with the appropriate government authority.  In the event that the borrower defaults, we take legal actions including legal proceedings against the default borrower and enforcement action resulting in the court’s sale of the asset through an auction.

● Pledge-backed loans

In the case of pledge-backed loans, the borrowers pledge negotiable instruments as collateral for the loan.  The maximum principal amount of pledge-backed loans we extend is generally within 90% of the value of the pledged negotiable instrument.

We will take physical possession of the negotiable instrument at the time the loan is made and do not need to register such security interest with any government authority.  If the borrower defaults, we can acquire ownership of the negotiable instrument upon the borrower’s consent.  If the borrower refuses to settle the outstanding balance amicably by rendering ownership to the pledged instrument to us, we will then initiate legal proceedings in which the court will enforce transfer of the ownership.

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We require the business owners or individual shareholders of business borrowers to be jointly liable for the repayment of the loan.  In addition, we also require either a guarantee from a third party or certain assets as collateral.

Unsecured Loans

Prior to beginning of 2011, we provided a very small number of loans that were not secured by any collateral or guaranteed in any manner. Such loans were extended to borrowers with good track records and strong cash positions.  We have not provided any unsecured loans since the beginning of 2011. We have no such unsecured loans in our current portfolio and do not intend to make any such loans in the future.

Guarantee Services

For a fee, we also provide guarantees to third party lenders on behalf of borrowers applying for loans with such other lenders. Our guarantee is a commitment by us to repay the loan to the lender if the borrower defaults.  We, as the third party guarantor, are jointly and severally liable for the repayment of the full amount of the loan.  We have cooperation agreements with six state-owned and commercial banks pursuant to which we are accepted as a guarantor.

In order for us to agree to act as a guarantor, a borrower must provide a counter-guarantor to us or acceptable collateral to the third party lender such as land use rights, building ownership or a negotiable instrument. In addition, the borrower must deposit cash with us in an amount equal to the amount we are required to deposit with the third party lender which is usually 10% to 20% of the principal amount of the loan. If the borrower defaults and we pay the lender on borrower’s behalf, we will first recover from the cash deposit the borrower provided us and then demand the counter-guarantor make payment to us or recover the payment from the sale proceeds of the collateral asset.

In exchange for our guarantee, the borrowers pay us guarantee fees. We charge a per annum guarantee fee ranging from 1.56% to 1.80% of the principal amount of the underlying loan. The guarantee fees are payable in full when the guarantee is made. The criteria in determining the guarantee fee paid by the borrower are summarized in the following table:

Types of Security Interest	New Client	Previous or Existing Client
Land Use Rights or Building Ownership	1.68% of the principal amount of the underlying loan multiplied by the number of years of the guarantee	1.56% of the principal amount of the underlying loan multiplied by the number of years of the guarantee
Counter-Guarantor	1.80 % of the principal amount of the underlying loan multiplied by the number of years of the guarantee	1.62 % of the principal amount of the underlying loan multiplied by the number of years of the guarantee

In addition to the fee income, we earn interest on the refundable cash deposits provided to us by the borrowers.  Such cash deposits are required to be made to our bank account when we approve the guarantee application. After the expiration of the guarantee term, such cash deposits, without interest, will be refunded to the borrower once we receive a notice from the third party lender confirming termination of our guarantee obligation.

As of December 31, 2012, we have provided guarantees for a total of $86.4 million underlying loans to approximately 116 borrowers.

Consulting Services

During 2010 and 2011, we provided certain financing consulting services to approximately 50 individuals and companies and generated consulting fees of approximately US$ 188,733 (RMB 1.2 million). According to the consulting agreements we had with these parties, we agreed to provide consulting services such as advising on the applicable lending rules and regulations, making recommendations about financing plans, assisting the parties to complete and submit financing applications and providing general guidance in the capital raising process. Some of these clients were also our borrowers. We also charged additional consulting fees when the borrowers asked to expedite the review and approval process of their loan applications, as such expedited lendings are extra burdensome to our funding position.  None of these loans had interest rates higher than four times of the PBOC Benchmark Rate.

As discussed in detail in the risk factor entitled “We may be subject to administrative sanctions in the event we are found to have charged excessive interest rates on some of historical direct loans we extended.” on page 16 of the prospectus, in the event these historical consulting fees were found to be de facto interest payments, we may be found to have charged excessive rates on these loans and, as a result, we may be subject to sanctions by the competent authority, which may includereturn of the excessive interest to affected borrowers, confiscation of illegal gains, fine, suspension of operation and revocation of our business license.  However, management believes the likelihood of such administrative sanctions is very low. In addition, the amount of the consulting fee was immaterial compared to our net revenue in 2010 and 2011.  Therefore, management does not deem it necessary to accrue any liability.

We did not provide such consulting services during the fiscal year ended December 31, 2012 and management does not anticipate engaging in such consulting business in the foreseeable future.

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Loan/Guaranty Application, Review and Approval Process

We have a standard process with regard to how a loan or guarantee application is reviewed, processed and approved.  The same process applies to both applications for direct loans and for guarantees.

The application process starts with an inquiry from potential borrowers to our Loan Officer. The Loan Officer has the discretion whether to accept the inquirer as an applicant. If accepted, the Loan Officer assists in the preparation of an application package and implements a field visit of the applicant.

The application package usually includes the following items in order for it to be accepted:

●        Summary of the desired loan/guaranty: general description of the borrower, use of proceeds, amount, term of the loan, guarantee, collateral or counter-guarantee to be provided.

●        Identity information:  if the borrower is a legal entity, we require articles of incorporation, business license, state and local tax registration certificates, copies of the personal identification cards of all the shareholders and the legal representative; if the borrower is an individual, we require copies of personal identification cards of all the borrowers.

●        Banking relationship documents: including loan application with banks or other lenders, permission to open bank accounts, and credit record.

●        Financial reports such as prior three years’ financial statements, interim financial reports, and recent tax returns.

●        Business operation documents including samples of sales contracts or customer contracts, and utility bills over the past few months.

●        Consents: if the borrower is an entity, board or shareholder consent for the loan.

The flow chart below summarizes the loan/guarantee application, review and approval process.

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The reviews during steps 1, 2, 3 and 4 are deemed Level One review. The Loan Review Committee’s review is deemed Level Two review. The General Manager’s final review is the Level Three review. Typically it takes one to two weeks to complete our review.

In 2011, we processed a total of 575 applications for loans and guarantees.  45 of them were rejected during Level One review, 11 rejected during the Level Two review and 4 denied during the Level Three review.   The overall denial rate was 10.43%.

In 2012, we processed a total of 624 applications for loans and guarantees.  39 of them were rejected during the Level One review, 30 rejected during the Level Two review and 7 denied during the Level Three review.   The overall denial rate was 12.2%.

Loan Extension and Renewal

In our direct loan business, if a borrower has difficulty repaying the principal amount and/or accrued interest in full at the maturity date due to a temporary situation, the borrower may choose to either apply for an extension of the term or a renewal of the loan.  The extension or renewal applications are reviewed in accordance with the same loan application, review and approval process outlined above.  In our guarantee business, we generally do not extend the guarantee period.

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Loan Extension

We will generally approve loan extensions for borrowers who have made timely interest payments, are capable of paying the balance and have loans secured by sufficient collateral or guaranteed by an acceptable guarantor. The term of the loan extensions we grant is generally no longer than the term of the original loan and we only agree to extend a loan one time. If the loan extension application is not approved prior to the original maturity date of the loan, it will be transferred to the collection department and labeled as a default loan. As of December 31, 2012, extended loans constituted 0.58% of our total outstanding direct loan balance.

Loan Renewal

Many of our borrowers repay their loans and re-borrow at a later date, being referred to as a “loan renewal”. We consider a renewed loan a new loan, not a loan extension, despite our previous relationship with the borrower. Prior to the maturity date of the loan, the borrower may choose to apply to renew the loan. In order for the loan renewal application to be approved, the borrower must agree to repay the existing loan’s principal amount and accrued interest in full before the renewal application is approved.  Although we do not have a specific clean-up period policy, we do require that the period of time between repayment of the existing loan and the funding of the new loan to be 2-10 days. As of December 31, 2012, renewed loans constituted 73.26 % of our total outstanding direct loan balance.

Collection Procedure

We have standard collection procedures in our direct loan business. We call every borrower approximately 15 days prior to the maturity date to remind them that if we do not receive the repayment in full on the maturity date, we will send a written collection notice within 7 days after the maturity date.  The Loan Officer will frequently call and make on-site visits to a borrower upon a loan going into default.  Within 90 days after the default, our legal counsel will send warning letters to the default borrower.  If the outstanding amount cannot be collected within 180 days after the maturity date and the parties could not reach an agreement on a specific repayment plan, we will initiate legal proceedings in the court.

We apply the same collection procedure in our guarantee business.  The only difference is that we will collect from both the borrowers (including recovery from the cash deposit the borrowers put down with us) and the counter-guarantor or pursue recovery from the collateral.

Risk Management

Credit Risk

As a microcredit lender, credit risk is the most significant risk for our business. In our direct loan business, we suffer financial loss when a borrower defaults and full collection cannot be achieved. In our guarantee business, in the event the borrower defaults in its payment obligation and we pay the lender on behalf of the borrower, we suffer financial loss when we cannot recover the full amount of the payment we paid to the lender (after collection from the cash deposit provided by the borrower) from the counter guarantor or the sale proceeds of the collateral.

Risk Assessment

We apply the same risk assessment approach and procedures for both direct loans and guarantee activities. We have a dedicated Risk Department which assesses and evaluates the credit risks through in-house research and analysis.  We follow the methodology and procedure outlined in our risk assessment guidelines.  According to our risk assessment guidelines, the basic principle is that the bench mark ratio multiplied by the financial risk quotient and non-financial risk quotient and the result is the comprehensive risk ratio. The financial risk quotient takes into consideration 16 factors in three categories, i.e. leverage, profitability and growth.  The non-financial risk quotient takes into consideration 12 factors in four categories, i.e. industry risk, enterprise risk, management risk and other risks.  In summary, our Risk Department assess the credit risks based on the payment ability of the underlying obligors, transaction structure as well as the industry of borrower and the general economic condition of the market we operate in.

Risk Control

In our direct lending business, we assess, monitor and control the credit risks both before and after the loan is extended.

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As discussed above, we assess the risks through the loan application, review and approval process.  Our Risk Department quantifies the risks related to a loan application in a risk assessment report by classifying the loan into one of three categories.  A loan with a score  of less than 0.35 points is deemed to be a low-risk loan. A loan with a score of between 0.35 and 0.5 points is considered a medium-risk loan. A loan with a score higher than 0.5 points will be classified as a high-risk loan.  We have higher requirements for the collateral and require the guarantor to be of higher payment capacity for loans labeled as higher risk.

After the loan or guarantee application is approved, we continue to monitor the credit risk. Our Loan Officers collect the borrower’s financial statements at the end of each quarter and conduct periodical field trips to the borrower’s facilities to observe its operation, sales, ability to make timely repayments, etc.  Based on the Loan Officers’ report, the comprehensive risk ratio of each loan is reviewed on a quarterly basis and adjustments are made to the ratio as necessary, according to the borrower’s operational and financial position and other factors outlined above. We label each outstanding loan as “Good”, “Maintenance” or “Contraction”.  For “Good” loans, we may extend further credit. For “Maintenance” loans, we will maintain the current credit level. For “Contraction” loans, we may reduce credit to the borrower.

Liquidity Risk

Liquidity risk is the risk to abank's earnings and capital arising from its inability to timely meet obligations when they come due without incurring unacceptable losses.  As a microcredit company, we are prohibited by PRC banking regulations to accept deposits from the public.  Our funding sources include our registered capital, draw-down ability from any lines of credit we have with state-owned or commercial banks as well as cash generated from our operations.  Liquidity risk in our operation is therefore limited.  We monitor the repayment of loans drawn from the line of credit with Agricultural Bank of China, the only line of credit we currently have. 

Allowance for Loan Loss

Reserve for Direct Loan

In our direct loan business, we apply three loan loss reserve measurements:

● Measurement 1- The Specific Reserve:

In determining our loan loss reserve, we follow the guidelines for the specific reserve set forth in “The Guidance on Provisioning for Loan Losses” (the “Provision Guidance”) issued by PBOC.

Specific reserves are funds set aside based on the anticipated level of loss of each loan after categorizing the loan according to the risks. Such specific reserves are to be used to cover specific losses. According to the “Five-Tier Principle” set forth in the Provision Guidance, the loans are categorized as “pass”, “special-mention”, “substantial”, “doubtful” or “loss”. The definition and provision rate for each category is set forth below.

Tier	Definition	Reserve Rate
Pass	Loans for which borrowers are expected to honor the terms of the contracts, and there is no reason to doubt their ability to repay the principal and accrued interest in full and on a timely basis.	0%
Special-mention	Loans for which borrowers are currently able to repay the principal and accrued interest in full, although the repayment of loans might be adversely affected by some factors.	2%
Substantial	Loans for which borrowers’ ability to repay the principal and accrued interest in full is apparently in question and borrowers cannot depend on the revenues generated from ordinary operations to repay the principal and accrued interest in full.  Lender may suffer some losses even though the underlying obligation is guaranteed by a third party or collateralized by certain assets.	25%
Doubtful	Loans for which borrowers are unable to repay principal and accrued interest in full. Lender will suffer significant losses even though the underlying obligation is guaranteed by a third party or collateralized by certain assets.	50%
Loss	Principal and accrued interest cannot be recovered or only a small portion can be recovered after taking all possible measures and resorting to necessary legal procedures.	100%

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● Measurement 2 - The General Reserve:

General reserves are funds set aside based on certain percentage of the total outstanding balance and to be used to cover unidentified probable loan loss. The General Reserve is required to be no less than 1% of total outstanding balance. We use 1% of total outstanding balance in our calculation for the General Reserve.

● Measurement 3 - Special Reserve

Special reserves are funds set aside covering losses due to risks related to a particular country, region, industry or type of loans. The reserve rate could be decided based on management estimates of loan collectability. We did not make Special Reserves for 2010, 2011 or 2012 due to the short-term and microcredit nature of our loans and our low loss rate in our operation history.

For the fiscal years ended December 31, 2011 and 2012, our reserve measurements indicate the aggregate amount calculated based on General Reserve is higher than the amount calculated based on the Specific Reserve.  As such, the loan loss reserves we made for direct loan business is 1% of the total outstanding direct loan balances in those periods. We review the loss reserve on a quarterly basis.

As of December 31, 2012, the total outstanding direct loan balance was $85,781,293 and the loan loss reserve was $857,813.

Reserve for the Guarantee Services.

In our guarantee business, we are required to set aside reserves consisting of no less than 1% of the total outstanding balance of loans we guaranteed at the end of fiscal year and 50% of the income generated by our guarantee business during the fiscal year to cover probable losses.  The reserve of 50% of the income is applicable only to commission income not received during the period.  Since it is our standard practice to receive the guarantee fee in full in advance when the guarantee is made, we don’t think we are exposed to any risk with regard to receipt of such income. Therefore we did not set aside the reserve based on the 50% of the commission income.  We set aside 1% of our total outstanding guarantee portfolio as the reserve for our guarantee business for both 2011 and 2012.

We follow the same “Five-Tier Principal” in our measurement of reserve for the guarantee business. For the fiscal years ended December 31, 2011 and 2012, our reserve measurements indicate the aggregate amount calculated based on Five-Tier Principal is lower than the amount calculated based on the statutory requirement of 1% of the total outstanding guarantee portfolio.  As such, the reserves we made for the guarantee business is 1% of the total outstanding guarantee portfolio in those periods. We review the loss reserve on a quarterly basis.

As of December 31, 2012, the total outstanding balance we guaranteed was $86,360,524 and the loan loss reserve was $880,725.

Business Strategy

We intend to implement two primary strategies to expand and grow the size of our Company: (i) increase our lending capacity through the cash generated from operations and through increase of our registered capital by equity financing and (ii) potential acquisitions of similar microcredit companies in Jiangsu Province, China.

 Organic growth will occur through expansion of our direct loan and guarantee services directed at SMEs and farmers. Our existing direct loan and guarantee services could also be expanded by increasing our registered capital base with a portion of the proceeds of this offering or other financing.  The lending capacity of Wujiang Luxiang is limited to the aggregate of its registered capital, any loans it borrows and other funds permitted under PRC laws, such as profits generated from operation and donations, subject to certain statutory reserve deductions required under the PRC laws and regulation. According to a policy named “An Opinion Regarding Further Pushing Forward the Reform of Rural Microcredit Companies,” Su Zheng Ban Fa (2011) No. 8 (“Jiangsu Document No. 8”), the maximum obligation Wujiang Luxiang is allowed to provide guarantees for is three times its net capital. As of December 31, 2012, the registered capital of Wujiang Luxiang was $44,063,863. Under PRC laws, the registered capital refers to the total amount of equity investment made by the shareholders. Once the registered capital is established, it cannot be used for purposes beyond the approved business scope of that entity.  Upon closing of this offering, WFOE will receive the net proceeds of this offering, net of certain expense reserves. WFOE intends to then lend the entire amount of the net proceeds it receives (net of the Expense reserve and the investor relations reserve) to the 12 shareholders of Wujiang Luxiang who will be obligated to contribute such proceeds to Wujiang Luxiang to increase the registered capital of Wujiang Luxiang.  We believe that as our registered capital increases, we will be able to continue to expand our direct loan and guarantee services.  Because our target market has been historically underserved by the state-owned and commercial banks in China, we believe there will be a continuously high demand for our services and we will be able to attract a steady flow of borrowers.

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Also, we believe that we may have the opportunity to acquire other microcredit companies of similar size and scope in Jiangsu province, China.  As a result of such acquisitions, we may expand our geographic coverage by obtaining requisite licenses to do business in other cities in Jiangsu province. We intend to actively pursue acquisition opportunities as they arise, although we currently do not have any binding agreement with any acquisition target and there can be no assurance that we will be able to locate any target or negotiate definitive terms with them.

Competition

The number of microcredit companies in China is increasing rapidly.  According to data compiled by PBOC and released on its website, as of September 2012, there were approximately 5,600 microcredit companies in China The total loan balance from microcredit companies stood at $61.9 billion (RMB 533 billion), and new loans issued to microcredit companies in the year of 2012 hit $30.6 billion (RMB 141.4 billion).  In Jiangsu province, there are about 485 microcredit companies with total paid-in capital of $ 12.81 billion (RMB 79,83 Billion) and total outstanding balance of $ 16.63 billion (RMB 103.6 billion) as of December 31, 2012 according to PBOC.

In the city of Wujiang, to our knowledge, the Finance Office of Suzhou Government will not approve the establishment of any new microcredit companies in the near future, and therefore the competition among the current eleven microcredit companies for new companies may be fierce.  According to the data from Central Bank of China, our major competitors in the city of Wujiang as of the end of February 2012 are listed below (in million Dollars).

Entities	Direct Loan Portfolio	Guarantee Portfolio	Total Portfolio
Dongfang	124.58	60.43	185.01
Sunan	84.68	86.23	170.91
Wujiang Luxiang	75.73	91.36	167.09
Tongli	154.86	3.64	158.5
Sushang	83.1	60.97	144.07
Wuyue	104.56	21.11	125.67
Tenglv	96.65	0	96.65
Jinguo	81.53	7.12	88.65
Lili	64.04	0	64.04
Jinxin	42.59	11.38	53.97
Fenghu	47.33	6.33	53.66

Competitive Strengths

We believe there are several key factors that will continue to differentiate us from other microcredit companies in the City of Wujiang.

●        Experienced Management Team.   We have a senior management team that has time-tested, hands-on experience with a high degree of market knowledge and a thorough understanding of the lending industry in China. Mr. Huichun Qin, our CEO and one of the founders of Wujiang Luxiang, worked at the Suzhou Sub-Branch of PBOC from 1981 to 2008, where he served as deputy director of Accounting Finance Section from 1993 to 2008.  Mr. Qin also served as a deputy director at Jiangsu Branch of SAFE from 2006 to 2008.  Other members of our management team have an average of 25 years of previous banking, accounting or other relevant experience. We believe that our management’s significant experience in the lending industry and our efficient underwriting process allow us to more accurately judge to whom to lend to and how to structure the loan.

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●        Stable Relationship with State-Owned Banks and Commercial Banks.  We have established relationships with local branches of the state-owned and provincial commercial banks.  We currently have a credit facility agreement with Agricultural Bank of China pursuant to which it extended a line of credit to us, and other state owned banks are interested in extending credit to us. We also have established guarantee cooperation relationships with China Construction Bank, Agricultural Bank of China, Bank of Communications, China CITIC Bank, Agricultural Commercial Bank and Jiangsu Bank pursuant to which these banks previously have agreed to accept us as a guarantor for third party loans. Although there is no written understanding between these banks and us with regard to referral of lending business, we believe that the reputation of our management team enables us to maintain and develop good relationships with the local branches of these state owned and commercial banks.

●        Early Entrance and Good Reputation.  We are one of the first microcredit companies approved in the City of Wujiang. We have strong market recognition among the small borrowers in the City of Wujiang, which we believe should translate into a steady flow of borrowers.

●        Stable Borrower Base. Due to our early entrance that resulted in sizeable market share, we retain a stable borrower base with recurring borrowing needs and good repayment track records.

We believe we have the following competitive strengths compared to the local branches of state-owned banks and commercial banks who are permitted to extend credit to microcredit companies.

●        Fast Service.  We can close loans more quickly than traditional Chinese banks due to our efficient, yet stringent, underwriting process and a less bureaucratic environment, which is friendlier to SMEs, farmers and individuals.

●        Favorable Rate to Borrowers with Good Track Record.  We offer favorable rates to borrowers who have a good track record with us, especially to the borrowers who provide real property as collaterals.  SMEs appear more willing to establish and maintain good relationship with us than with the local branches of the state-owned and commercial banks who may not be willing to provide much attention to SMEs.

●        A Greater Willingness to Lend to SMEs. We are focused on providing credit to SMEs, farmers and individuals in the City of Wujiang. With our extensive knowledge and experience working with local SMEs, farmers and individuals, we are better equipped to attract such borrowers and maintain a long-standing relationship with them.

Applicable Government Regulations

Our operations are subject to extensive and complex state, provincial and local laws, rules and regulations including but not limited:

●        PRC Company Law and its implementation rules;

●        Foreign Wholly-Owned Enterprise Law and its implementation rules;

●        Guidance on  Microcredit Company Pilot (Yin Jian Fa [2008]23)  (the “Circular 23”) issued by the CBRC and the PBOC on May 4, 2008 and effective on May 4, 2008;

●        Reply to Certain Issues on Microcredit Company Organization（Yin Jian Fa [2006]246）issued by the CBRC on September 20, 2006 and effective on September 20, 2006;

●        Guidance on Great Promotion to Rural Microcredit Business of the Banking Industry (Yin Jian Fa [2007] 67) issued by the CBRC on August 6, 2007 and effective on August 6 ,2007;

●        Circular on Implementing the “Accounting Rule for Financial Enterprise” to Microcredit Company (Cai Jin [2008]185) issued by Ministry of Finance on December 24, 2008 and effective on December 24, 2008;

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●        Circular on Relevant Policies for Rural Bank, Loan Company, Rural Mutual Cooperative and Microcredit Company (Yin Fa [2008]137) issued by the PBOC and the CBRC on April 24, 2008 and effective on April 24, 2008;

●        Opinions on the pilot work for developing the Rural Microcredit Company (Trial) (Su Zheng Ban Fa [2007]142) (the “Jiangsu Document No. 142”) issued by General Office of Jiangsu Province Government promulgated on November 24, 2007;

●        Opinions on Promoting  Fast and Well Development of  Rural Microcredit Company  (Su Zheng Ban Fa [2009]132) (the “Jiangsu Document No. 132”) issued by General Office of Jiangsu Province Government promulgated on November 28, 2009;

●        Implementation Rules on Supervision and Regulation of Rural Microcredit Companies (Su Fu Ban [2010] 288) issued by General Office of Jiangsu Province Government on October 26, 2010 and effective on November 1, 2010;.

●        Opinions Regarding Further Pushing Forward the Reform of Rural Microcredit Company (Su Zheng Ban Fa [2011]8) (the “Jiangsu Document No. 8”) issued by General Office of Jiangsu Province Government on January 27, 2011 and effective on January 27, 2011;

●        Interim Measures for the Administration of Financing Guarantee(Yin Jian Hui Ling [2010] 3) issued by the CBRC, National Development and Reform Commission, Ministry of Industry and Information Technology, Ministry of Finance, Ministry of Commerce, PBOC and State Administration for Industry and Commerce on March 8, 2010 and effective on March 8, 2010;

●        Provisional Supervision and Rating System for Rural Microcredit Companies (the “Jiangsu Document No. 53”) issued by Finance Office of Jiangsu Province on August 7, 2012.

●        Financial Practices of Rural Microcredit Companies issued by Finance Office of Jiangsu Province in 2009 and effective on January 1, 2010.

We are supervised by many provincial and local government authorities, including Finance Office of Jiangsu provincial government, CBRC, PBOC, local tax bureaus, local government, local AIC, local Bureau of Finance, local Public Security Bureau and local rural employment department, etc.

Establishment

Wujiang Luxiang was established on October 21, 2008 pursuant to Circular No. 23, Jiangsu Document No. 142 and Jiangsu Document No. 132 which allowed for the establishment of a new type of financial vehicle that is permitted to lend to small-to-medium sized business, farmers and individuals.

Source of Funds

Pursuant to the Circular 23, the sources of funds for the loan and guarantee business are limited to our registered capital, donation funds, cash generate from operations and debt financings from no more than two financial institutions.  The amount of debt financings from the financial institutions shall not exceed 50% of our registered capital.

Direct Loans

Pursuant to Jiangsu Document No.8, the maximum amount of loans we are allowed to make in our direct loan business is limited to 200% of our registered capital. Pursuant to Jiangsu Document 142 and Circular 23, the aggregate loan balance amount to one borrower cannot exceed 10% of our registered capital and must be less than 5% of our net assets. Pursuant to Jiangsu Document No. 132, the aggregate microcredit loan balances as a percentage of our total outstanding loan balances must be not less than 70%.  The aggregate balances of operational loans of with terms longer than three months as a percentage of total outstanding loan balances must exceed 70%. The aggregate balances of loans made to agricultural or rural borrowers or farmers as a percentage of our total outstanding loan balance must be no less than 70%. A loan under the amount of $712,025 (RMB 4,500,000) is deemed a microcredit loan according to Implementation Rules on Supervision and Regulation of Rural Microcredit Companies (Su Fu Ban [2010] 288).

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Prior to August 7, 2012, the maximum interest rate a microcredit lender is allowed to charge on microcredit loans is four times of the PBOC’s Benchmark Rate according to PBOC’s Notice on Cracking Down on the Underground Lenders and Lending at Excessive High Interest Rate promulgated by the PBOC and Several Opinion Regarding the Trial of Cases promulgated by Supreme Court of PRC. On August 7, 2012, the Finance Office of Jiangsu Province implemented the Provisional Supervision and Rating System for Rural Microcredit Companies (the “Jiangsu Document No. 53”). Microcredit companies are assessed and ranked according to Jiangsu Document No.53 and the microcredit companies in highest ranking will, among others, enjoy preferential treatments in market permission and government subsidies. As such, we choose to comply with the lower maximum interest rate requirement set forth in the Jiangsu Document No. 53.

In accordance with the Provision Guidance, we are required to set aside a loan loss reserve according to the following three measurements:

● Measurement 1- The Specific Reserve:

Specific reserves are funds set aside based on the anticipated level of loss of each loan after categorizing the loan according to the risks. Such specific reserves are to be used to cover specific losses. According to the “Five-Tier Principle” set forth in the Provision Guidance, the loans are categorized as “pass”, “special-mention”, “substantial”, “doubtful” or “loss”. The definition and provision rate for each category is set forth below.

Tier	Definition	Reserve Rate
Pass	Loans for which borrowers are expected to honor the terms of the contracts, and there is no reason to doubt their ability to repay the principal and accrued interest in full and on a timely basis.	0%
Special-mention	Loans for which borrowers are currently able to repay the principal and accrued interest in full, although the repayment of loans might be adversely affected by some factors.	2%
Substantial	Loans for which borrowers’ ability to repay the principal and accrued interest in full is apparently in question and borrowers cannot depend on the revenues generated from ordinary operations to repay the principal and accrued interest in full.  Lender may suffer some losses even though the underlying obligation is guaranteed by a third party or collateralized by certain assets.	25%
Doubtful	Loans for which borrowers are unable to repay principal and accrued interest in full. Lender will suffer significant losses even though the underlying obligation is guaranteed by a third party or collateralized by certain assets.	50%
Loss	Principal and accrued interest cannot be recovered or only a small portion can be recovered after taking all possible measures and resorting to necessary legal procedures.	100%

● Measurement 2 - The General Reserve:

General reserves are funds set aside based on certain percentage of the total outstanding balance and to be used to cover unidentified probable loan loss. The General Reserve is required to be no less than 1% of total outstanding balance.

● Measurement 3 - Special Reserve

Special reserves are funds set aside covering losses due to risks related to a particular country, region, industry or type of loans. The reserve rate could be decided based on management estimates of loan collectability.

Guarantee Services

Pursuant to Jiangsu Document No.8, the aggregate amount of liabilities we are allowed to be exposed to in our guarantee business shall not exceed 300% of our registered capital.  Pursuant to the Interim Measures for the Administration of Financing Guarantee, guarantees we are allowed to provide to a single borrower shall not exceed 10% of our net capital, and not exceed 15% of our net capital if the guarantee is provided to a single borrower and the person’s affiliated parties.  We are prohibited to provide guarantees to our subsidiaries and/or parent company.

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For our guarantee business, pursuant to Interim Measures for the Administration of Financing Guarantee, we are required to set aside reserves consisting of 1% of the aggregate outstanding balance of loans we guaranteed at end of fiscal year and 50% of the income generated by our guarantee business during the fiscal year.

Employees

We currently have 22 full time employees as of April 2013. We have employment contracts with all of our employees in accordance with PRC Labor Law and Labor Contract Law.  The contracts comply with the PRC laws. There are no collective bargaining contracts covering any of our employees. We believe our relationship with our employees is satisfactory.

We have made employee benefit contributions in accordance with relevant Chinese regulations, including retirement insurance, unemployment insurance, medical insurance, housing fund, work injury insurance and birth insurance. The Company recorded the contribution in the general administration expenses when incurred.

Intellectual Property

We do not own or have any significant intellectual property rights.

Legal Proceedings

We have not been involved in any material legal proceedings, other than the ordinary litigation incidental to our business.

There are no proceedings in which any of our directors, officers or any of their respective affiliates, or any beneficial stockholder of more than five percent of our voting securities, is an adverse party or has a material interest adverse to our interest.

Facilities

Our principal executive offices are located at No. 1688 Yunli Road, Tongli, Wujiang, Jiangsu Province, China, where we lease approximately 18,040 square foot of office space.  The lease agreement we have with Wujiang Economic Zone Development Corporation has a five-year term starting from October 1, 2008 and could be renewed.  The average rent for the lease is approximately $21,000 per month. We do not own any real property or have any land use rights.

We believe that our current facility is adequate for our operations and that suitable additional or substitute space will be available to accommodate the foreseeable expansion of our operations.

DIRECTORS AND EXECUTIVE OFFICERS

Executive Officers, Key Employees and Directors

The following table sets forth certain information concerning the individuals that will be the executive officers, key employees, and directors of CCC as of the date of this prospectus:

Name	Age	Position
Huichun Qin	48	Chairman of the Board of Directors, Chief Executive Officer
Long Yi	36	Chief Financial Officer
Xiaogang Feng	47	Director
Jianmin Yin	63	Director
Jingeng Ling	48	Director
Xiangdong Xiao	66	Director
John F. Levy	57	Director
Arnold Staloff	68	Director

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Mr. Huichun Qin is one of founders of Wujiang Luxiang and has served as Chairman of our Board of Directors (the "Board") and the Chief Executive Officer of CCC since August 7, 2012. From 1981 to 2008, Mr. Huichun Qin worked at PBOC, where he served as deputy director of accounting and finance section from 2002 to 2006. From 2006 to 2008 Mr. Qin was the vice president of Wujiang Brach of PBOC, and at the same time he also served as a deputy director of Wujian State Administration of Foreign Exchange, where he was responsible for implementing a program relating to anti-money laundering management, in charge of management and monitoring local and foreign currency; foreign currency reserve and exchange, investigation, statistics, analysis and monitoring other financial institution in Wujiang area.  He received a bachelor degree from Southwest Tech University in Mianyang, China.  Mr. Qin’s extensive experience in the banking industry, his acute vision and outstanding leadership capability, as well as his commitment to the Company since its inception make him well-qualified in the Board’s opinion to serve as our CEO and Chairman of the Board.

Mr. Long Yi was appointed as the Chief Financial Officer of CCC on January 1, 2013. Prior to joining CCC, Mr. Yi was the senior financial manager in Sutor Technology Group Ltd. (Nasdaq: SUTR) since 2008. He served as an accounting manager at Forterra Inc. in Canada from 2006 to 2008.  He is a Certified Public Accountant in the State of Illinois.  Mr. Yi has a Bachelor’s degree in Accounting from Northeastern University and a Master’s degree in Accounting and Finance from University of Rotterdam. He also obtained a graduate diploma in accounting from McGill University.

Mr. Xiaogang Feng will be appointed as a director of CCC prior to the consummation of this offering.  He was a co-founder and currently a director of Ambow Education (NYSE:AMBO), a company focused on investments in the education industry in China. From 2002 to 2012, he served as vice president of Ambow Education in charge of the legal department, government relations and investment, and mergers and acquisitions.  He led teams to complete thirty five acquisitions and integrations among educational institutions, including universities, schools and training centers. He also served as a chief investment officer of Forint Wind Energy Development Company in China, and a director and of Zheng Guang Technology Investment Group. Mr. Feng has a Master’s degree in Economics and a Bachelor degree in Laws. Mr. Feng’s extensive in knowledge in merger and acquisitions and experience with China based US listed companies bring a valuable perspective to our Board.

Mr. Jianmin Yin will be appointed as a director of CCC prior to the consummation of this offering.Mr. Yin has forty years of work experience in tax, treasury, and finance. From 2009 to 2012, Mr. Yin served as the branch chief of Wujiang sub-branch of PBOC. From 1989 to 2009, he served as a president of the PBOC Wuxian City Branch and the city of Wujiang Branch. Mr. Qi brings a wealth of local banking knowledge to our Board of Directors.

Mr. Jingeng Ling will be appointed as a director of CCC prior to the consummation of this offering. From 2003 to 2012, he served as a chairman of the board of directors of Suzhou Dingli Real Estate Co. Ltd., one of the largest real estate development companies in the city of Wujiang. Mr. Liang’s business aptitude and strong analytical skills, qualify him for his position as one of our directors.

Mr. Xiangdong Xiao will be appointed as a director of CCC prior to the consummation of this offering.  Mr. Xiao has over forty years of work experience in PBOC, and has long been engaged in the financial industry management work. Since 2010, he has served as the Secretary-General of Suzhou Rural Microcredit Association since he retired from Jiangsu Yun Dong International Consultation and Assessment Company Suzhou Branch where he served as a general manager from 2000 to 2006. From 1998 to 2000, he served as a team leader of the loan department, section chief of the financial management department with PBOC’s Suzhou Branch.  Mr. Xiao graduated from Nanjing Jiangsu Fiscal and Finance College, majoring in Banking.  Mr. Xiao’s  substantial institutional knowledge of banking business and micro-lending industry makes him well positioned for his role as one of our directors.

Mr. John F. Levywill be appointed as a director of CCC prior to the consummation of this offering. Since May 2005, Mr. Levy has served as the Chief Executive Officer of Board Advisory, a consulting firm which advises public companies in the areas of corporate governance, corporate compliance, financial reporting and financial strategies.  Mr. Levy currently serves on the board of directors of three public companies. Mr. Levy has been a director of Applied Minerals, Inc. (AMNL) a publicly traded exploration stage natural resource and mining company since January 2008, and has served as chairman since August 2009.  Mr. Levy has been a director and audit committee member of Applied Energetics, Inc. (AERG), a publicly traded company that specializes in the development and application of high power lasers, high voltage electronics, advanced optical systems and energy management systems technologies, since June 2009. Mr. Levy has been a director, and chair of the audit committee of Gilman Ciocia, Inc. (GTAX), a publicly traded financial planning and tax preparation firm, since October 2006 and has served as lead director since September 2007.  From September 2010 to October 2012, he served as director of Brightpoint, Inc. (CELL), a publicly traded company that provides supply chain solutions to leading stakeholders in the wireless industry. From November 2008 through June 2010, he served as a director of Applied Natural Gas Fuels, Inc. (formerly PNG Ventures, Inc.). From March 2006 to April 2010, Mr. Levy served as a director and Audit Committee chairman of Take Two Interactive Software, Inc., a public company which is a global developer and publisher of video games best known for the Grand Theft Auto franchise. Mr. Levy served as Interim Chief Financial Officer from November 2005 to March 2006 for Universal Food &Beverage Company,which filed a voluntary petition under the provisions of Chapter 11 of the United States Bankruptcy Act on August 31, 2007.  Mr. Levy is a Certified Public Accountant with nine years experience with the national public accounting firms of Ernst & Young, Laventhol & Horwath and Grant Thornton. Mr. Levy is a frequent speaker on the roles and responsibilities of Board members and audit committee members. He has authored The 21st Century Director: Ethical and Legal Responsibilities of Board Members, Acquisitions to Grow the Business: Structure, Due Diligence, Financing, Creating the Best Projections You Can: Insights and Techniques and Ethics and Sustainability: A 4-way Path to Success.  All four courses have initially been presented to various state accounting societies.  Mr. Levy has a B.S. degree in economics from the Wharton School of the University of Pennsylvania and received his M.B.A. from St. Joseph’s University in Philadelphia.  Mr. Levy brings to our board vast financial experiences as a Certified Public Accountant, former Chief Financial Officer of several companies and as Chief Executive Officer of a consulting firm which advises public companies in the areas of corporate governance, corporate compliance, financial reporting and financial strategies. In addition, Mr. Levy brings to our board, substantial experience with complex accounting and reporting issues, financial strategies, SEC filings, corporate governance and corporate transactions.

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Mr. Arnold Staloffwill be appointed as a director of CCC prior to the consummation of this offering.   Mr. Staloff served as a director, the chairman of the audit committee and also a member of the compensation and nominating and compensation committees at NASDAQ-listed SmartHeat Inc. (HEAT), a plate heat exchange system manufacturer from June 2008 to May 2012. Mr. Staloff served as a director, the chairman of the audit committee and also a member of the compensation and nominating and compensation committees at NASDAQ-listed Deer Consumer Products, Inc. (DEER), a small home and kitchen electronic products manufacturer from April 2009 to October 2012. In April 2011, a securities class action was filed against, among others, DEER and Mr. Staloff, alleging violations of Section 10(b) and Rule 10b-5 of the Exchange Act and Section 20(a) control person provisions of the Exchange Act.  A court approved settlement is waiting the plaintiff’s approval. From 2007 until his resignations in July 2010, Mr. Staloff served as a director, the chairman of the audit committee and also a member of the compensation and nominating and compensation committees at NASDAQ-listed Shiner International, Inc. (BEST), a packaging and anti-counterfeit plastic film company. From 2007 until his resignation in July 2010, he served as a director and the chairman of the audit committee of NASDAQ-listed AgFeed Industries, Inc. (FEED), a feed and commercial hog producer.  From July 2010 until his resignation in April 2012, he served as a director and the chairman of the audit committee of NASDAQ-listed CleanTech Innovations, Inc. (CTEK), a clean technology solutions provider in the wind energy industry in China.  Mr. Staloff served as a director for Lehman Brothers Derivative Products Inc. from 1994 until October 2008. From December 2005 to May 2007, Mr. Staloff served as chairman of the board of SFB Market Systems, Inc., a New Jersey-based company that provided technology solutions for the management and generation of options series data. From June 1990 to March 2003, Mr. Staloff served as president and chief executive officer of Bloom Staloff Corporation, an equity and options market-making firm and foreign currency options floor broker. During 1989 and 1990, Mr. Staloff served as President and chief executive officer of Commodity Exchange, Inc., or COMEX. Mr. Staloff started his professional career in 1968 at the SEC. His skills include financial analysis and accounting expertise. Mr. Staloff brings to the Board a long and successful business career, with extensive experience at both the management and board levels.

Director Independence

Our Board reviewed the materiality of any relationship that each of our proposed directors has with us, either directly or indirectly. Based on this review, it is determined that Xiaogang Feng, Jianmin Yin, Jingeng Ling, Xiangdong Xiao, John F. Levy and Arnold Staloff will be “independent directors” as defined by NASDAQ.

Each of Mr. Levy and Mr. Staloff shall receive $36,000 in cash per year and 6,000 restricted shares of the Company’s common stock per year, which shall vest in 4 equal quarterly installments. Mr. Levy also shall receive an additional $14,000 per year for acting as Chairman of the Audit Committee. Mr. Feng, Mr. Yin, Mr. Ling and Mr. Xiao shall receive $20,000 in cash per year for serving on the Board.

Committees of the Board of Directors

We intend to establish an audit committee, a compensation committee and a nominating and governance committee prior to consummation of this offering. Each of the committees of the Board shall have the composition and responsibilities described below.

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Audit Committee

Mr. Levy, Mr. Staloff and Mr. Yin will be members of our Audit Committee, where Mr. John F. Levy shall serve as the chairman. All proposed members of our Audit Committee satisfy the independence standards promulgated by the SEC and by NASDAQ as such standards apply specifically to members of audit committees.

We intend to adopt and approve a charter for the Audit Committee prior to consummation of this offering. In accordance with our Audit Committee Charter, our Audit Committee shall perform several functions, including:

● evaluates the independence and performance of, and assesses the qualifications of, our independent auditor, and engages such independent auditor;

● approves the plan and fees for the annual audit, quarterly reviews, tax and other audit-related services, and approves in advance any non-audit service to be provided by the independent auditor;

● monitors the independence of the independent auditor and the rotation of partners of the independent auditor on our engagement team as required by law;

● reviews the financial statements to be included in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q and reviews with management and the independent auditors the results of the annual audit and reviews of our quarterly financial statements;

● oversees all aspects our systems of internal accounting control and corporate governance functions on behalf of the board;

● reviews and approves in advance any proposed related-party transactions and report to the full Board on any approved transactions; and

● provides oversight assistance in connection with legal, ethical and risk management compliance programs established by management and the Board, including Sarbanes-Oxley Act implementation, and makes recommendations to the Board regarding corporate governance issues and policy decisions.

It is determined that Mr. Levy possesses accounting or related financial management experience that qualifies him as an "audit committee financial expert" as defined by the rules and regulations of the SEC.

Compensation Committee

Mr. Levy, Mr. Feng and Mr. Yin will be members of our Compensation Committee and Mr. Yin shall be the chairman.  All members of our Compensation Committee will be qualified as independent under the current definition promulgated by NASDAQ.  We intend to adopt a charter for the Compensation Committee prior to consummation of this offering. In accordance with the Compensation Committee’s Charter, the Compensation Committee shall be responsible for overseeing and making recommendations to the Board regarding the salaries and other compensation of our executive officers and general employees and providing assistance and recommendations with respect to our compensation policies and practices.

Nominating and Governance Committee

Mr. Ling, Mr. Xiao and Mr. Yin will be the members of our Nominating and Governance Committee where Mr. Ling shall serve as the chairman. All members of our Nominating and Governance Committee will be qualified as independent under the current definition promulgated by NASDAQ.  The Board of Directors intend to adopt and approve a charter for the Nominating and Governance Committee prior to consummation of this offering. In accordance with the Nominating and Governance Committee’s Charter, the Nominating and Corporate Governance Committee shall be responsible to identity and propose new potential director nominees to the Board of Directors for consideration and review our corporate governance policies.

Code of Conduct and Ethics

We intend to adopt a code of conduct and ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws and NASDAQ rules.

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Significant Employees

We have no significant employees other than the executive officers described above.

Section 16 Compliance

Section 16(a) of the Exchange Act, requires our directors, executive officers and persons who own more than 10% of our common stock to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and other of our equity securities. Upon effectiveness of the registration statement of which this prospectus forms a part, such requirement will take effect.

Family Relationships

There are no family relationships by and between or among the members of the Board or other executive officers or directors of the Company.

 Legal Proceedings Involving Officers and Directors

Unless otherwise indicated, to the knowledge of the Company after reasonable inquiry, no current director or executive officer of the Company during the past ten years, has (1) been subject to a petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; (4) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated with persons engaged in any such activity; (5) been was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; (6) been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any Federal or State securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

There are no material pending legal proceedings to which any of the individuals listed above is party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.

Stockholder Communications with the Board

We have not implemented a formal policy or procedure by which our stockholders can communicate directly with our Board of Directors. Nevertheless, every effort will be made to ensure that the views of stockholders are heard by the Board of Directors, and that appropriate responses are provided to stockholders in a timely manner. During the upcoming year, our Board will continue to monitor whether it would be appropriate to adopt such a process.

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EXECUTIVE COMPENSATION

The following table provides disclosure concerning all compensation paid for services to CCC and Wujiang Luxiang in all capacities for our fiscal years ending 2011 and 2012 provided by (i) each person serving as our principal executive officer (“PEO”), (ii) each person serving as our principal financial officer (“PFO”) and (iii) our two most highly compensated executive officers other than our PEO and PFO whose total compensation exceeded $100,000 (collectively with the PEO, referred to as the “named executive officers” in this Executive Compensation section).

Summary Compensation Table

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($		Option Awards ($)		Other Compensation ($)		Total ($)
Ronald Altbach (1)		2011 2012		- -		- -		- -		- -		- -		- -
Qin Huichun (2) (CEO)		2011 2012		34,285 50,863		81,603 91,570		- -		- -		- -		115,888 142,433
Long Yi (3) (CFO)		2011 2012		- -		- -		- -		- -		-  -		- -

(1)Mr. Altbach served as the President of CCC from its inception to December 31, 2012.

(2)Mr. Huichun Qin was appointed as the CEO of CCC on August 7, 2012 and has been the CEO of Wujiang Luxiang since its inception in 2008.

(3)   Mr. Long Yi was appointed as the CFO of CCC on January 1, 2013.

Grants of Plan Based Awards in the Fiscal Year Ended December 31, 2012

No option grants were awarded to named executive officers for the fiscal year ended December 31, 2012.

Outstanding Equity Awards at Fiscal Year-End

No individual grants of stock options or other equity incentive awards have been made to our officer and directors since our inception; accordingly, none were outstanding as of December 31, 2012.

Employment Contracts, Termination of Employment, Change-in-Control Arrangements

We intend to enter into an employment agreement with our CEO, Mr. Huichun Qin, prior to the closing of this offering. He currently has an employment agreement with Wujiang Luxiang.

Director Compensation

We did not pay any compensation to directors during the fiscal years ended December 31, 2012 and 2011.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Loan Agreements

A loan of $232,805 (RMB 1,500,000) was made to Mr. Xinlin Yao, a vice general manager of Wujiang Luxiang with an annual interest rate of 10.80% for a term of twelve months from February 15, 2011 to February 15, 2012. The loan was repaid on February 15, 2012

During 2011, the Company made five loans totaling $4,166,667 (RMB 15,000,000) to related parties.   All of the outstanding loans to the above parties have been repaid.

There is currently no outstanding balance with any related party.  Future loans made to related parties will be made on terms comparable to unrelated parties.  Upon establishment of an audit committee at the closing of this offering, we will have the audit committee review and approve in advance all related party transactions in compliance with the Sarbanes-Oxley Act.

Share Exchange Agreements

On August 7, 2012, CCC entered into certain share exchange agreements with 16 individuals, each of whom is the sole shareholder of a BVI company. These 16 individuals are or represent the ultimate owners of the Wujiang Luxiang Shareholders, although none of the 16 BVI entities have any equity interest or economic interest in Wujiang Luxiang.  Each of the 16 individuals exchanged 100% of their equity interests in their respective BVI entities for such number of shares of common stock of CCC as shown in the below chart.  Upon consummation of the Share Exchanges, the 16 individuals collectively owned an aggregate of 9,307,373 shares of common stock of CCC and the 16 BVI entities became wholly-owned subsidiaries of CCC. The chart below shows the number of shares each of these CCC stockholders owned upon consummation of the Share Exchanges.  The CCC stockholders who beneficially own more than 5% of the total issued and outstanding shares of CCC common stock as of the date of this prospectus may be deemed a related party of CCC.

No.	Name of CCC Stockholders	BVI company Previously Beneficially Owned by the CCC Stockholders	Number of CCC Shares of Common Stock Owned upon Consummation of the Share Exchange	Percentage of Total Issued and Outstanding as of the date of this prospectus
1.	Ling, Jingen	Ke Da Investment Ltd.	1,120,968	9.730%
2.	Cui, Genliang	Kai Tong International Ltd.	778,341	6.756%
3.	Song, Qidi	Bao Lin Financial International Ltd.	714,286	6.200%
4.	Wu, Jianlin	Yun Tong International Investment Ltd.	726,728	6.308%
5.	Mo, Lingen	Ding Hui Ltd.	778,341	6.756%
6.	Xu, Weihua	Wei Hua International Investment Ltd.	726,728	6.308%
7.	Li, Senlin	Xin Shen International Investment Ltd.	778,341	6.756%
8.	Shen, Xiaoping	Tong Ding Ltd.	778,341	6.756%
9.	Ling, Jinming	Zhong Hui International Investment Ltd	785,023	6.814%
10.	Jiang, Xueming	Candid Finance Ltd.	714,286	6.200%
11.	Shen Longgen	Heng Ya International Investment Ltd.	279,839	2.429%
12.	Qin, Huichun	Yu Ji Investment Ltd.	243,433	2.113%
13.	Pan, Meihua	Shun Chang Ltd	98,041	0.851%
14.	Ling, Jianferg	Run Da International Investment Ltd	435,829	3.783%
15.	Ma, Minghua	FuAo Ltd	228,917	1.987%
16.	Wu, Weifang	Da Wei Ltd	119,931	1.041%
		Total:	9,307,373	80.79%

Transaction with Promoter

Regeneration Capital Group LLC ("Regeneration"), our initial shareholder, may be deemed to be a promoter of the Company pursuant to Rule 405 under the Securities Act, since it was involved in the founding and organizing of the Company.  In addition to certain principals of Regeneration being our officers and directors prior to the Share Exchanges, and their being reimbursed for certain out of pocket expenses, Regeneration received 691,244 shares of our common stock in consideration of the incorporation services provided.  Neither Regeneration nor any of its principals have been involved in any legal proceeding that would require disclosure pursuant to Item 401 of Regulation S-K. 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus for our officers, directors and 5% or greater beneficial owners of common stock. There is no other person or group of affiliated persons, known by us to beneficially own more than 5% of our common stock.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Unless otherwise indicated, the person identified in this table has sole voting and investment power with respect to all shares shown as beneficially owned by him, subject to applicable community property laws.

The percentage ownership information shown in the table below assume that (i) there are 11,520,737 shares of common stock outstanding as of the date of this prospectus on an as-converted basis, and (ii) [   ] shares of common stock outstanding immediately after the closing of this offering, assuming the underwriters do not exercise their option to purchase additional shares. Both calculations assume that each Series A preferred share will convert into 2 shares of common stock and each Series B preferred share will convert into 4 shares of common stock of our Company, respectively, based on an assumed initial public offering price of $ [  ] per share, the mid-point of the estimated range of the initial public offering price shown on the front cover of this prospectus.

Name of Beneficial Owner	Common Stock Beneficially Owned Prior to This Offering					Common Stock Beneficially Owned After This Offering
	Number		%			Number %		%
5% stockholders:
Cui, Gengliang.		778,341		6.8	%		778,341
Song, Qidi		714,286		6.2	%		714,286
Wu, Jianlin		726,728		6.3	%		726,728
Mo, Lingen		778,341		6.8	%		778,341
Xu, Weihua		726,728		6.3	%		726,728
Li, Senlin		778,341		6.8	%		778,341
Shen, Xiaoping		778,341		6.8	%		778,341
Ling, Jingen		1,120,968		9.7	%		1,120,968
Ling, Jinming		785,023		6.8	%		785,023
Jing, Xueming		714,286		6.2	%		714,286
Directors and Executive Officers:
Huichun Qin (1)		243,433		2.1	%		243,433
Long Yi		0		-			0
All officers and directors as a group (2 person)		243,433		2.1	%		243,433

(1) Mr. Qin is the sole shareholder of Yu Ji Investment Ltd., which owns 243,433 shares of the CCC common stock.

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DESCRIPTION OF CAPITAL STOCK

Our authorized capital stock consists of 100,000,000 shares of common stock, par value $0.001 per share, and 10,000,000 shares of preferred stock, par value $0.001 per share.

Common Stock

The holders of our common stock:

●      Have equal ratable rights to dividends from funds legally available therefore, when, as and if declared by our Board of Directors;

●      Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;

●      Do not have pre-emptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and

●      Are entitled to one non-cumulative vote per share on all matters on which stockholders may vote.

The shares of common stock are not subject to any future call or assessment and all have equal voting rights. There are no special rights or restrictions of any nature attached to any of the common shares and they all rank at equal rate or pari passu, each with the other, as to all benefits, which might accrue to the holders of the common shares. All registered stockholders are entitled to receive a notice of any general annual meeting to be convened by our Board of Directors.

At any general meeting, subject to the restrictions on joint registered owners of common shares, on a showing of hands every stockholder who is present in person and entitled to vote has one vote, and on a poll every stockholder has one vote for each share of common stock of which he is the registered owner and may exercise such vote either in person or by proxy.

We refer you to our Articles of Incorporation and Bylaws, copies of which were filed with the registration statement of which this prospectus is a part, and to the applicable statutes of the State of Delaware for a more complete description of the rights and liabilities of holders of our securities.

As of the date of this prospectus there were 11,520,737 shares of our common stock issued and outstanding.

Preferred Stock

Out of the 10,000,000 shares of preferred stock authorized, we designated 1,000,000 shares as Series A Convertible Preferred Stock (the “Series A Stock”) and 5,000,000 as Series B Convertible Preferred Stock (the “Series B Stock”). 

The Series A Stock shall rank (i) prior to the common stock and to all other classes and series of equity securities of the Company which by their terms do not rank senior to the Series A Stock, and (ii) junior to any class or series of equity securities which by its terms shall rank senior to the Series A Stock.  The Series A Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding. 

We have 645 shares of the Series A Stock outstanding as of the date of this prospectus.  Each share of the Series A Stock outstanding on the day on which the Company consummates this offering will, automatically and without any action on the part of the holder thereof, convert into issued and outstanding shares of our common stock beneficially owned by Regeneration, the initial shareholder of CCC, who received our shares on December 19, 2011. The number of shares of common stock to be issued upon conversion will be based on a per share conversion price equal to 50% of the public offering price.

The Series B Stock shall rank (i) prior to the common stock and to all other classes and series of equity securities of the Company which by their terms do not rank senior to the Series B Stock and (ii) junior to any class or series of equity securities which by its terms shall rank senior to the Series B Stock.  The Series B Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding. 

We have 1,280 shares of the Series B Stock outstanding as of the date of this prospectus.  Each share of the Series B Stock outstanding on the day on which the Company consummates this offering will, automatically and without any action on the part of the holder thereof convert into issued and outstanding shares of our common stock beneficially owned by Regeneration.  The number of shares of common stock to be issued upon conversion will be based on a per share conversion price equal to 25% of the public offering price.

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The holders of Series A Stock and Series B Stock will receive an aggregate of $642,500 worth of shares of common stock at the respective per share conversion prices, upon closing of this offering.

Options, Warrants and Rights

There are no outstanding options, warrants, or similar rights to purchase any of our securities.

Transfer Agent

The transfer agent and registrar for our common stock is [   ]. Their telephone number is [ _ ]. The transfer agent is responsible for all record-keeping and administrative functions in connection with our issued and outstanding common stock.

SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, there was no established public trading market for our common stock.  We cannot assure you that a liquid trading market for our common stock will develop on the NASDAQ or be sustained after this offering.  Future sales of substantial amounts of common stock in the public market, or the perception that such sales may occur, could adversely affect the market price of our common stock.  Further, since a large number of shares of our common stock will not be available for sale shortly after this offering because of the contractual and legal restrictions on resale described below, sales of substantial amounts of our common stock in the public market after these restrictions lapse, or the perception that such sales may occur, could adversely affect the prevailing market price and our ability to raise equity capital in the future.  

Upon completion of this offering and assuming the issuance of _______ shares of common stock offered hereby, but no exercise of the over-allotment option, we will have an aggregate of _______ shares of common stock outstanding.   The _______ shares sold in this offering will be freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by our “affiliates,” as that term is defined in Rule 144 under the Securities Act, whose sales would be subject to certain limitations and restrictions described below.

As of the date of this prospectus, 11,520,737 shares of common stock held by existing stockholders are deemed “restricted securities” as that term is defined in Rule 144 and may not be resold except pursuant to an effective registration statement or an applicable exemption from registration, including Rule 144.  [___] of our currently outstanding shares of common stock will be subject to “lock-up” agreements described below on the effective date of this offering.  On the effective date of this offering and including the _______ shares to be issued in this offering, there will be _______ shares outstanding that are not subject to lock-up agreements and eligible for sale pursuant to Rule 144 or pursuant to an effective registration statement.  Upon expiration of the initial lock-up period [___] days after [____], 2013, [_____] ([__]% of [______]) outstanding shares will become eligible for sale, subject in most cases to the limitations of Rule 144.  Upon expiration of the subsequent [___] month lock-up period, an additional [____] (the remaining [__]%) will become eligible for sale, subject in most cases to the limitations of Rule 144.    See “Underwriting.”

Days After Date of this Prospectus	Shares Eligible for Sale	Comment
Upon Effectiveness	_____	Freely tradable shares sold in the offering.
90 Days	[_____]	shares saleable under Rule 144 and Rule 701.

Rule 144

In general, under Rule 144, beginning ninety days after the date of this prospectus, a person who is not our affiliate and has not been our affiliate at any time during the preceding three months will be entitled to sell any shares of our common stock that such person has held for at least six months, including the holding period of any prior owner other than one of our affiliates, without regard to volume limitations.  Sales of our common stock by any such person would be subject to the availability of current public information about us if the shares to be sold were held by such person for less than one year.

In addition, under Rule 144, a person may sell shares of our common stock acquired from us immediately upon the completion of this offering, without regard to volume limitations or the availability of public information about us, if:

●       the person is not our affiliate and has not been our affiliate at any time during the preceding three months; and

●       the person has beneficially owned the shares to be sold for at least six months, including the holding period of any prior owner other than one of our affiliates.

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Beginning ninety days after the date of this prospectus, our affiliates who have beneficially owned shares of our common stock for at least six months, including the holding period of any prior owner other than another of our affiliates, would be entitled to sell within any three-month period those shares and any other shares they have acquired that are not restricted securities, provided that the aggregate number of shares sold does not exceed the greater of:

● 1% of the number of shares of our common stock then outstanding, which will equal approximately _______ shares immediately after this offering; or

● the average weekly trading volume in our common stock on the listing exchange during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

Sales under Rule 144 by our affiliates are generally subject to the availability of current public information about us, as well as certain “manner of sale” and notice requirements.

Lock-up Agreements

We, each of our officers and directors and all of our existing shareholders have agreed, subject to certain exceptions, not to, directly or indirectly, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of, or enter into any swap or other transaction that is designed to, or could be expected to, result in the disposition of any of our common stock or other securities convertible into or exchangeable or exercisable for our common stock or derivatives of our common stock (whether any such swap or transaction is to be settled by delivery of securities, in cash, or otherwise), owned by these persons prior to this offering or acquired in this offering or common stock issuable upon exercise of options or warrants held by these persons until after one year following the date of this prospectus without the prior written consent of the underwriters. This consent may be given at any time without public notice.

UNDERWRITING

Under the terms and subject to the conditions contained in an underwriting agreement dated the date of this prospectus, the underwriters named below, for which Burnham Securities, Inc. is acting as representative, have severally agreed to purchase, and we have agreed to sell to them, severally, the number of shares indicated below:

Name	Number of Shares
Burnham Securities, Inc.
[  ]
[  ]
Total:

The underwriters and the representative are collectively referred to as the “underwriters” and the “representative,” respectively. The underwriters are offering the shares of common stock subject to their acceptance of the shares from us and subject to prior sale. The underwriting agreement provides that the obligations of the several underwriters to pay for and accept delivery of the shares of common stock offered by this prospectus are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated to take and pay for all of the shares of common stock offered by this prospectus if any such shares are taken. However, the underwriters are only required to take or pay for the shares covered by the underwriters’ over-allotment option as described below.

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 The underwriters initially propose to offer part of the shares of common stock directly to the public at the initial public offering price listed on the cover page of this prospectus and part to certain dealers at a price that represents a concession not in excess of $         a share under the public offering price. After the initial offering of the shares of common stock, the offering price and other selling terms may from time to time be varied by the representative.

 We have granted to the underwriters an option, exercisable for [30] days from the date of this prospectus, to purchase up to      additional shares of common stock at the public offering price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the shares of common stock offered by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions, to purchase about the same percentage of the additional shares of common stock as the number listed next to the underwriter’s name in the preceding table bears to the total number of shares of common stock listed next to the names of all underwriters in the preceding table.

The following table shows the per share and total public offering price, underwriting discounts and commissions, and proceeds before expenses to us and the selling stockholders. These amounts are shown assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional          shares of common stock.

		Total
	Per Share	No Exercise	Full Exercise
Public offering price	$	$	$
Underwriting discounts and commissions to be paid by us	$	$	$
Proceeds, before expenses, to us	$	$	$

Regeneration and Cawston Enterprises Ltd. (“Cawston”), an advisor to us, will pay on our behalf, or reimburse us, the fees and expenses (excluding non-accountable expenses) we incur in connection with this offering which we estimate to be approximately US$____, excluding underwriting discounts and commissions.   We have agreed to indemnify the underwriters against some specified types of liabilities, including liabilities under the Securities Act, and to contribute to payments the underwriters may be required to make in respect of any of these liabilities if indemnification is not available.

We, each of our officers and directors and all of our existing shareholders have agreed, subject to certain exceptions, not to, directly or indirectly, offer, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, lend or otherwise dispose of, or enter into any swap or other transaction that is designed to, or could be expected to, result in the disposition of any of our common stock or other securities convertible into or exchangeable or exercisable for our common stock or derivatives of our common stock (whether any such swap or transaction is to be settled by delivery of securities, in cash, or otherwise), owned by these persons prior to this offering or acquired in this offering or common stock issuable upon exercise of options or warrants held by these persons until after 1 year following the date of this prospectus without the prior written consent of the underwriters. This consent may be given at any time without public notice.

The underwriters have informed us that they do not intend sales to discretionary accounts to exceed 5% of the total number of shares of common stock offered by them.

We intend to apply have applied to have our common stock quoted on NASDAQ under the trading symbol “CCCR”.

In connection with the offering, the underwriters may purchase and sell our common stock in the open market in accordance with Regulation M under the Exchange Act. These transactions may include short sales, purchases to cover positions created by short sales and stabilizing transactions.

Short sales involve the sale by the underwriters of a greater number of common stock than they are required to purchase in the offering. Covered short sales are sales made in an amount not greater than the underwriters’ over-allotment option. The underwriters may close out any covered short position by either exercising their over-allotment option or purchasing common stock in the open market. In determining the source of common stock to close out the covered short position, the underwriters will consider, among other things, the price of common stock available for purchase in the open market as compared to the price at which they may purchase common stock through the over-allotment option.

Naked short sales are any sales in excess of the over-allotment option. The underwriters must close out any naked short position by purchasing common stock in the open market. A naked short position is more likely to be created if underwriters are concerned that there may be downward pressure on the price of the common stock in the open market prior to the completion of the offering.

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Stabilizing transactions consist of various bids for or purchases of our common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may impose a penalty bid. This occurs when a particular underwriter repays to the other underwriters a portion of the underwriting discount received by it because the representatives of the underwriters have repurchased common stock sold by or for the account of that underwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions may have the effect of preventing or slowing a decline in the market price of our common stock. In addition, these purchases, along with the imposition of the penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of our common stock may be higher than the price that might otherwise exist in the open market. Neither we nor any of the underwriters make any representation or prediction as to the direction or magnitude of any effect that the transactions described above may have on the price of our common stock, that any of the underwriters will engage in these transactions or that these transactions, once commenced, will not be discontinued without notice.

A prospectus in electronic format may be made available on Internet websites maintained by one or more of the underwriters of this offering. Other than the prospectus in electronic format, the information on any underwriter’s website and any information contained in any other website maintained by an underwriter is not part of this prospectus or the registration statement of which this prospectus forms a part.

We and the underwriters have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act.

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment management, principal investment, hedging, financing and brokerage activities. Certain of the underwriters and their respective affiliates have, from time to time, performed, and may in the future perform, various financial advisory and investment banking services for us, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their respective affiliates may also make investment recommendations or publish or express independent research views in respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in such securities and instruments.

Pricing of the Offering

The estimated initial public offering price range set forth on the cover page of this preliminary prospectus is subject to change as a result of market conditions and other factors. Neither we nor the underwriters can assure investors that an active trading market for the shares will develop, or that after the offering the shares will trade in the public market at or above the initial public offering price.

Prior to this offering, there has been no public market for our common stock. Consequently, the initial public offering price of our common stock will be determined by negotiation among us and the underwriters. Among the primary factors that will be considered in determining the public offering price are:

(a)prevailing market conditions;

(b)our financial condition and results of operations in recent periods;

(c)the present stage of our development;

(d)the market capitalizations and stages of development of other companies that we and the underwriters believe to be comparable to our business; and

(e)the history of, and the prospects for, our Company and the industry in which we compete.

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Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive, with effect from and including the date on which the Prospectus Directive is implemented in that Member State, an offer of securities may not be made to the public in that Member State, other than:

(a) to any legal entity that is a qualified investor as defined in the Prospectus Directive;

(b) to fewer than 100 or, if that Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150 natural or legal persons (other than “qualified investors” as defined in the Prospectus Directive) subject to obtaining the prior consent of the representative; or

(c) in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive; provided that no such offer of securities shall require us or any underwriter to publish a prospectus pursuant to Article 3 of the Prospectus Directive.

For the purposes of the above, the expression an “offer of securities to the public” in relation to any securities in any Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the securities to be offered so as to enable an investor to decide to purchase or subscribe for the securities, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in that Member State), and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in that Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.

United Kingdom

This prospectus and any other material in relation to the shares described herein is only being distributed to, and is only directed at, persons in the United Kingdom that are qualified investors within the meaning of Article 2(1)(e) of the Prospective Directive (“qualified investors”) that also (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, or the Order, (ii) who fall within Article 49(2)(a) to (d) of the Order or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “relevant persons”). The shares are only available to, and any invitation, offer or agreement to purchase or otherwise acquire such shares will be engaged in only with, relevant persons. This prospectus and its contents are confidential and should not be distributed, published or reproduced (in whole or in part) or disclosed by recipients to any other person in the United Kingdom. Any person in the United Kingdom that is not a relevant person should not act or rely on this prospectus or any of its contents.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute an offer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in other circumstances which do not result in the document being a “prospectus” within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possession of any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) other than with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to “professional investors” within the meaning of the Securities and Futures Ordinance (Cap.571 Laws of Hong Kong) and any rules made thereunder.

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People’s Republic of China

This prospectus has not been and will not be circulated or distributed in the PRC, and shares may not be offered or sold, and will not be offered or sold to any person for re-offering or resale, directly or indirectly, to any resident of the PRC except pursuant to applicable laws and regulations of the PRC.

 Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of the shares may not be circulated or distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act, Chapter 289 of Singapore (SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any other applicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA; (2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (the Financial Instruments and Exchange Law) and may not be offered or sold, directly or indirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly, in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

Notice to Prospective Investors in Switzerland

The shares may not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (SIX) or on any other stock exchange or regulated trading facility in Switzerland. This document has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland. Neither this document nor any other offering or marketing material relating to the shares or the offering may be publicly distributed or otherwise made publicly available in Switzerland.

Neither this document nor any other offering or marketing material relating to the offering, the Company, or the shares have been or will be filed with or approved by any Swiss regulatory authority. In particular, this document will not be filed with, and the offer of shares will not be supervised by, the Swiss Financial Market Supervisory Authority FINMA (FINMA), and the offer of shares has not been and will not be authorized under the Swiss Federal Act on Collective Investment Schemes (CISA). The investor protection afforded to acquirers of interests in collective investment schemes under the CISA does not extend to acquirers of the shares.

Notice to Prospective Investors in the Dubai International Financial Centre

This prospectus relates to an Exempt Offer in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (DFSA). This prospectus is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no responsibility for the prospectus. The shares to which this prospectus relates may be illiquid and/or subject to restrictions on their resale. Prospective purchasers of the shares offered should conduct their own due diligence on the shares. If you do not understand the contents of this prospectus you should consult an authorized financial advisor.

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EXPERTS

The financial statements included in this prospectus and the registration statement were audited by Marcum Bernstein & Pinchuk LLP, located at 7 Penn Plaza Suite 830, New York, NY 10001, an independent registered public accounting firm, to the extent set forth in its report and are included herein in reliance upon the authority of this firm as experts in accounting and auditing.

LEGAL MATTERS

The validity of the common stock offered by this prospectus will be passed upon for us by Ellenoff Grossman & Schole LLP, with the address at 150 East 42nd Street, New York, NY 10017, in its capacity as counsel for the Company.  Certain legal matters in connection with this offering will be passed upon for the underwriter by Blank Rome LLP, with the address at The Chrysler Building, 405 Lexington Avenue, New York, NY 10174.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant. Nor was any such person connected with the registrant as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION

Insofar as indemnification for liabilities arising under the Securities Act, may be permitted to our directors, officers or persons controlling us, we have been advised that it is the SEC’s opinion that such indemnification is against public policy as expressed in such act and is, therefore, unenforceable.

ENFORCEMENT OF JUDGMENTS

Our operation and principle assets are located in PRC, and majority of our officers and directors are non-residents of the United States. Therefore, it may be difficult to effect service of process on such persons in the United States, and it may be difficult to enforce any judgments rendered against us or our officers and/or directors. As a result, it may be difficult or impossible for you to bring an action against us or against these individuals in China in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind, the laws of the PRC may render you unable to enforce a judgment against our assets or the assets of our directors and officers. As a result of all of the above, our shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation doing business entirely within the United States.

Dacheng Law Firm, our counsels as to PRC law, have advised us there is uncertainty as to whether the courts of the PRC would (i) recognize or enforce judgments of United States courts obtained against our officers or directors or the experts named in this prospectus based on the civil liability provisions of the securities laws of the United States or any state in the United States, or (ii) entertain original actions brought in the PRC against our officers or directors or the experts named in this prospectus based on the securities laws of the United States or any state in the United States.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the shares of common stock described herein. This prospectus, which constitutes part of the registration statement, does not include all of the information contained in the registration statement. You should refer to the registration statement and its exhibits for additional information. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents, the references are not necessarily complete and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement or other document. We will be required to file annual, quarterly and special reports, proxy statements and other information with the SEC. We anticipate making these documents publicly available, free of charge, on our website at www.chinacommercialcredit.com as soon as reasonably practicable after filing such documents with the SEC. The information on our website is not incorporated by reference into this prospectus and should not be considered to be a part of this prospectus. We have included our website address as an inactive textual reference only.

You can read the registration statement and our future filings with the SEC, over the Internet at the SEC’s web site at http://www.sec.gov. You may also read and copy any document that we file with the SEC at its public reference room at 100 F Street, N.E., Washington, DC 20549.

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room.

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TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Balance Sheets at December 31, 2012 and 2011	F-2
Consolidated Statements of Income and Comprehensive Income for the years ended December 31, 2012 and 2011	F-3
Consolidated Statement of Changes in Shareholders’ Equity for the years ended December 31, 2012 and 2011	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011	F-5
Notes to the Consolidated Financial Statements	F-7

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Shareholders of

China Commercial Credit, Inc.

We have audited the accompanying consolidated balance sheets of China Commercial Credit, Inc. and its subsidiaries (the “Company”) as of December 31, 2012 and 2011, and the related consolidatedstatements of income and comprehensive income, changes in shareholders’ equity and cash flows for the years then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of China Commercial Credit, Inc. and its subsidiaries as of December 31, 2012 and 2011, and the consolidated results of their operations and their cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

/s/ Marcum Bernstein & Pinchuk LLP

Marcum Bernstein & Pinchuk LLP

New York, New York

April 22, 2013

F-1

CHINA COMMERCIAL CREDIT, INC.

CONSOLIDATED BALANCE SHEETS

	December 31, 2012			December 31, 2011
ASSETS
Cash	$	1,588,061		$	3,549,644
Restricted cash		11,595,489			12,443,735
Loans receivable, net of allowance for loan losses $857,813 and $766,673 for December 31, 2012 and 2011, respectively		84,923,480			76,022,989
Due from a related party		-			235,905
Interest receivable		905,454			666,918
Tax receivable, net		-			559,277
Property and equipment, net		302,626			50,161
Other assets		689,709			1,027,800
Total Assets	$	100,004,819		$	94,556,429
LIABILITIES AND SHAREHOLDERS’EQUITY
LIABILITIES
Short-term bank loans	$	20,606,791		$	23,590,469
Deposits payable		9,428,061			9,113,229
Unearned income from financial guarantee services		773,402			955,047
Accrual for financial guarantee services		880,725			887,426
Tax payable, net		20,449			-
Other current liabilities		742,745			620,029
Deferred tax liability		303,567			264,040
Total Liabilities	$	32,755,740		$	35,430,240
Shareholders' Equity
Series A Preferred Stock, par value $0.001 per share, 1,000,000 shares authorized, 645 shares issued and outstanding at December 31, 2012	$	241,875		$	-
Series B Preferred Stock, par value $0.001 per share,  5,000,000 shares authorized, 1,280 shares issued and outstanding at December 31, 2012		240,000			-
Common stock, par value $0.001 per share, 100,000,000 shares authorized at December 31, 2012 and 2011, 11,520,737 shares and 1,152,074 shares issued and outstanding at December 31, 2012 and 2011, respectively		11,521			1,152
Subscription receivable		(11,062	)		-
Additional paid-in capital		43,763,003			44,062,711
Statutory reserve		4,232,164			2,967,237
Retained earnings		14,558,205			8,353,217
Accumulated other comprehensive income		4,213,373			3,741,872
Total Shareholders’ Equity		67,249,079			59,126,189
Total Liabilities and Shareholders’ Equity	$	100,004,819		$	94,556,429

See notes to the consolidated financial statements.

F-2

CHINA COMMERCIAL CREDIT, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	For the Years Ended
	December 31, 2012				December 31, 2011
Interest income
Interest and fees on loans		$	12,003,158		$	10,854,752
Interest and fees on loans-related party			13,119			72,830
Interest on deposits with banks			272,782			248,262
Total interest and fee income			12,289,059			11,175,844
Interest expense
Interest expense on short-term bank loans			(1,298,081	)		(1,237,312	)
Interest expense on short-term borrowings-related party			-			(346,921	)
Net interest income			10,990,978			9,591,611
Provision for loan losses			(85,035	)		(42,994	)
Net interest income after provision for loan losses			10,905,943			9,548,617
Commissions and fees on financial guarantee services			1,667,067			1,441,942
Commissions and fees on financial guarantee services – related party			-			10,297
Under/(over) provision on financial guarantee services			13,714			(137,871	)
Commission and fees on guarantee services, net			1,680,781			1,314,368
NET REVENUE			12,586,724			10,862,985
Non-interest income
Government incentive			188,146			623,345
Other non-interest income			135,831			102,487
Total  non-interest income			323,977			725,832
Non-interest expense
Salaries and employee surcharge			(1,052,199	)		(838,572	)
Rental expenses			(254,921	)		(248,911	)
Business taxes and surcharge			(472,216	)		(528,286	)
Other operating expense			(1,111,930	)		(480,587	)
Total non-interest expense			(2,891,266	)		(2,096,356	)
INCOME BEFORE PROVISION FOR INCOME TAXES			10,019,435			9,492,461
Provision for income taxes			(1,706,966	)		(1,190,556	)
Net Income			8,312,469			8,301,905
Other comprehensive income
Foreign currency translation adjustment			471,501			2,163,403
COMPREHENSIVE INCOME		$	8,783,970		$	10,465,308

See notes to the consolidated financial statements.

F-3

CHINA COMMERCIAL CREDIT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

	Preferred A				Preferred B				Common Stock							Subscription			Statutory		Retained
	Shares		Amount		Shares		Amount		Shares		Amount		APIC			receivable			reserve		earnings			AOCI		Total
Balance as of December 31, 2010		-	$	-		-	$	-		-	$	-	$	44,063,863		$	-		$	1,721,952	$	5,661,248		$	1,578,469	$	53,025,532
Shares to founder shareholder		-		-		-		-		691,244		691		(691	)		-			-		-			-		-
Shares to an advisor		-		-		-		-		460,830		461		(461	)		-			-		-			-		-
Net income for the year		-		-		-		-		-		-		-			-			-		8,301,905			-		8,301,905
Transfer to statutory reserves		-		-		-		-		-		-		-			-			1,245,285		(1,245,285	)		-		-
Dividends to owners		-		-		-		-		-		-		-			-			-		(4,364,651	)		-		(4,364,651	)
Foreign currency translation gain		-		-		-		-		-		-		-			-			-		-			2,163,403		2,163,403
Balance as of December 31, 2011		-	$	-		-	$	-		1,152,074	$	1,152	$	44,062,711		$	-		$	2,967,237	$	8,353,217		$	3,741,872	$	59,126,189
Preferred  A shares issued for cash		645		241,875		-		-		-		-		-			-			-		-			-		241,875
Preferred B shares issued for cash		-		-		1,280		240,000		-		-		-			(10,000	)		-		-			-		230,000
Preferred shares issuance costs		-		-		-		-		-		-		-			-			-		-			-		-
Shares to other individual shareholders		-		-		-		-		1,061,290		1,062		-			(1,062	)		-		-			-		-
Shares exchange with 16 BVIs for reverse acquisition		-		-		-		-		9,307,373		9,307		(9,307	)		-			-		-			-		-
Cash payment in reverse acquisition		-		-		-		-		-		-		(245,401	)-		-			-					-		(245,401	)
Common shares issuance costs														(45,000	)												(45,000	)
Net income for the year		-		-		-		-		-		-		-			-			-		8,312,469			-		8,312,469
Transfer to statutory reserves		-		-		-		-		-		-		-			-			1,264,927		(1,264,927	)		-		-
Dividends to owners		-		-		-		-		-		-		-			-			-		(842,554	)		-		(842,554	)
Foreign currency translation gain		-		-		-		-		-		-		-			-			-		-			471,501		471,501
Balance as of December 31, 2012		645	$	241,875		1,280	$	240,000		11,520,737	$	11,521	$	43,763,003		$	(11,062	)	$	4,232,164	$	14,558,205		$	4,213,373	$	67,249,079

See notes to the consolidated financial statements.

F-4

CHINA COMMERCIAL CREDIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

	For the years ended
	December 31, 2012				December 31, 2011
Cash flows from operating activities:
Net income		$	8,312,469			$	8,301,905
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization			66,323				47,586
Provision for loan losses			85,035				42,994
(Under)/over provision on financial guarantee services			(13,714	)			137,871
Deferred tax expense			37,420				77,918
							-
Changes in operating assets and liabilities:
Interest receivable			(233,150	)			67,914
Tax receivable, net			583,872				(49,556	)
Other assets			(420,261	)			(170,178	)
Unearned income from guarantee services			(189,107	)			220,274
Other current liabilities			67,051				347,907
Net cash provided by operating activities			8,295,938				9,024,635
Cash flows from investing activities:
Originated loans disbursement to third parties			(211,973,357	)			(178,770,885	)
Loans collection from third parties			203,593,105				173,422,870
Originated loans disbursement to related parties			-				(232,055	)
Loans collection from related parties			237,564				928,217
Payment of loans on behalf of guarantees			-				(981,974	)
Collection from guarantees for loan paid on behalf			526,653				137,625
Deposit released from banks for financial guarantee services			5,080,706				4,433,290
Deposit paid to banks for financial guarantee services			(3,652,041	)			(3,836,807	)
Release of security deposit on financial guarantee to relate party			-				(122,326	)
Purchases of property and equipment			(305,032	)			(673	)
Net cash used in investing activities			(6,492,402	)			(5,022,718	)
Cash flows from financing activities:
Issuance of Series A Preferred stocks			322,500				-
Issuance of Series B Preferred stocks			310,000				-
Issuance costs of Series A and Series B Preferred stocks			(123,529	)			-
Common stock issuance cost			(45,000	)			-
Cash payment in reverse acquisition			(245,401	)			-
Short-term bank borrowings			23,812,727				41,448,912
Short-term borrowings from related parties			-				7,609,633
Repayment of short-term bank borrowings			(26,927,528	)			(38,151,697	)
Due from a related party			-				(7,882,954	)
Payments of dividends			(842,554	)			(4,364,650	)
Net cash used in financing activities			(3,738,785	)			(1,340,756	)
Effect of exchange rate fluctuation on cash and cash equivalents			(26,334	)			229,332
Net (decrease)/ increase in cash and cash equivalents			(1,961,583	)			2,890,493
Cash and cash equivalents at beginning of year			3,549,644				659,151
Cash and cash equivalents at end of year		$	1,588,061			$	3,549,644
Supplemental disclosure cash flow information
Cash paid for interest		$	1,309,047			$	1,568,024
Cash paid for income tax		$	1,091,816			$	2,119,439
Supplemental disclosure for noncash financing activities:
Par value $0.001 per share, 691,244 shares issued to founder shareholder		$	-			$	691
Par value $0.001 per share, 460,830 shares issued to an advisor		$	-			$	461

See notes to the consolidated financial statements.

F-5

CHINA COMMERCIAL CREDIT, INC.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION AND PRINCIPAL ACTITIVIES

China Commercial Credit, Inc. (“CCC” or “the Company”) is a holding company that was incorporated under the laws of the State of Delaware on December 19, 2011.

Wujiang Luxiang Rural Microcredit Co., Ltd (“Wujiang Luxiang”) is a company established under the laws of the PRC on October 21, 2008 and its shareholders consisted of 12 companies established under the laws of the People Republic of China (“PRC”) and 1 PRC individual, Mr. Qin Huichun, the CEO. The Company is a microcredit company primarily engaged in providing direct loans and financial guarantee services small-to-medium sized businesses (“SMEs”), farmers and individuals in Wujiang City, Jiangsu Province, PRC.

To comply with PRC laws and regulations that restrict foreign owned enterprises from holding the licenses that are necessary for the operation of direct loan business and financial guarantee services, the Company entered into the following transactions:

REVERSE MERGER

On August 7, 2012 CCC entered into certain share exchange agreements with 16 PRC individuals, each of whom is the sole shareholder of a British Virgin Island company (collectively “16 BVI entities”) and the 16 BVI entities. These 16 PRC individuals represent the ultimate owners of the Wujiang Luxiang shareholders.

Upon completion of the share exchange, CCC (legal acquirer) acquired 100% of the equity interests of the 16 BVI entities (legal acquirees) in exchange for 9,307,373 shares of common stock of CCC which constituted 90% of CCC’s outstanding shares of common stock as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, the 16 BVI entities became CCC’s wholly-owned subsidiaries and the 16 PRC individuals became CCC stockholders, who collectively own approximately 90% of CCC’s total issued and outstanding shares of common stock.

The transaction shall be considered a reverse acquisition with the 16 BVI entities as accounting acquirers and CCC as accounting acquiree. Since neither CCC nor the 16 BVI entities have any operation and only a minor amount of net assets, the share exchange shall be considered as capital transaction in substance, rather than business combination.

The share exchange is recorded as a “reverse recapitalization” equivalent to the issuance of stock to the 16 BVI entities for the net monetary assets of CCC. The accounting for the transaction is identical to a reverse acquisition, except that no goodwill is recorded.

Upon consummation of the share exchange, the financial statements of CCC become those of the 16 BVI entities with adjustments to reflect the changes in equity structure and receipt of the assets of CCC which is minimal.

We looked through the 16 BVI entities and treated the share exchange as a reverse merger between CCC and Wujiang Luxiang for accounting purposes, even though the shares exchange is between CCC and the 16 BVI entities, because of the following reasons: (i) neither CCC nor the 16 BVI entities has any operation and only a minor amount of net assets; (ii) the 16 PRC individual, who are the former owners of the 16 BVI entities, are the ultimate owners of Wujiang Luxiang, and (iii) the sole purpose of the share exchange is to issue approximately 90%  of pre-offering CCC shares to the ultimate owners of Wujiang Luxiang Shareholders.

F-6

VIE AGREEMENTS                                   

Subsequent to the share exchange, on September 26, 2012, CCC ( which is 90% owned by the 16 PRC individuals), through its indirectly wholly owned subsidiary, Wujiang Luxiang Information Technolody Consulting Co., Ltd. (“WFOE”),  entered into a series of VIE Agreements with Wujiang Luxiang. The purpose of the VIE Agreements is solely to give WFOE the exclusive control over Wujiang Luxiang’s management and operations.

The significant terms of the VIE Agreements are summarized below:

Exclusive Business Cooperation Agreement

Pursuant to the Exclusive Business Cooperation Agreement between Wujiang Luxiang and WFOE, WFOE provides Wujiang Luxiang with technical support, consulting services and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, human resources, and information.  Additionally, Wujiang Luxiang grants an irrevocable and exclusive option to WFOE to purchase from Wujiang Luxiang, any or all of its assets, to the extent permitted under the PRC laws.  WFOE shall own all intellectual property rights that are developed during the course of the agreement.  For services rendered to Wujiang Luxiang by WFOE under the Agreement, the service fee Wujiang Luxiang is obligated to pay shall be calculated based on the time of services rendered multiplied by the corresponding rate, which is approximately equal to the net income of Wujiang Luxiang.

The Exclusive Business Cooperation Agreement shall remain in effect for ten years until it is terminated by WFOE with 30-day prior notice. Wujiang Luxiang does not have the right to terminate the agreement unilaterally.

Share Pledge Agreement

Under the Share Pledge Agreement between the shareholders of Wujiang Luxiang and WFOE, the various shareholders of Wujiang Luxiang pledged all of their equity interests in Wujiang Luxiang to WFOE to guarantee the performance of Wujiang Luxiang’s obligations under the Business Cooperation Agreement.  Under the terms of the Agreement, in the event that Wujiang Luxiang or its shareholders breach their respective contractual obligations under the Exclusive Business Cooperation Agreement, WFOE, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged equity interests.  The shareholders of Wujiang Luxiang also agreed that upon occurrence of any event of default, as set forth in the Share Pledge Agreement, WFOE is entitled to dispose of the pledged equity interest in accordance with applicable PRC laws.  The shareholders of Wujiang Luxiang further agree not to dispose of the pledged equity interests or take any actions that would prejudice WFOE’s interest.

Exclusive Option Agreement

Under the Exclusive Option Agreement, the shareholders of Wujiang Luxiang irrevocably granted WFOE (or its designee) an exclusive option to purchase, to the extent permitted under PRC law, all of the equity interests in Wujiang Luxiang.  The option price is equal to the capital paid in by the Wujiang Luxiang shareholders.  The agreement remains effective for a term of ten years and may be renewed at WFOE’s election.

F-7

 Power of Attorney

Under the Power of Attorney, the shareholders of Wujiang Luxiang authorize WFOE to act on their behalf as their exclusive agent and attorney with respect to all rights as shareholders, including but not limited to:  (a) attending shareholders' meetings; (b) exercising all the shareholder's rights, including voting, that shareholders are entitled to under the laws of China and the Articles of Association, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer and other senior management members of Wujiang Luxiang.

Timely Reporting Agreement

To ensure Wujiang Luxiang promptly provides all of the information that WFOE and the Company need to file various reports with the SEC, a Timely Reporting Agreement was entered between Wujiang Luxiang and the Company.

Under the Timely Reporting Agreement, Wujiang Luxiang agrees that it is obligated to make its officers and directors available to the Company and promptly provide all information required by the Company so that the Company can file all necessary SEC and other regulatory reports as required.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of presentation and principle of consolidation

The accompanying consolidated financial statements of China Commercial Credit Inc., and its subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”).

All significant inter-company accounts and transactions have been eliminated in consolidation.

(b) Operating Segments

ASC 280, Segment Reporting requires companies to report financial and descriptive information about their reportable operating segments, including segment profit or loss, certain specific revenue and expense items, and segment assets. The Company has no reportable segments. All of the Company's activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, lending is dependent upon the ability of the Company to fund itself with registered capital and other borrowings and manage interest rate and credit risk.

The Company’s operating entity operates only in the PRC domestic market, primarily in Wujiang City, Jiangsu Province. For the years ended December 31, 2012 and 2011, there was no one customer that accounted for more than 10% of the Company's revenue.

F-8

(c) Cash

Cash consist of  bank deposits with original maturities of three months or less, which are unrestricted as to withdrawal and use The Company maintains accounts at banks and has not experienced any losses from such concentrations.

(d) Restricted Cash

Restricted cash represents cash pledged with banks as guarantor deposit for the guarantee business customers. The banks providing loans to the Company’s guarantee service customers generally require the Company, as the guarantor of the loans, to pledge a cash deposit of 10% to 20% of the guaranteed amount to an escrow account and is restricted from use.  The deposits are released after the guaranteed bank loans are paid off and the Company’s guarantee obligation expires which is usually within 12 months.

(e) Loans receivable, net

Loans receivable primarily represent loan amount due from customers. The management has the intent and ability to hold for the foreseeable future or until maturity or payoff. Loans receivable are recorded at unpaid principal balances, net of unearned income and allowance that reflects the Company’s best estimate of the amounts that will not be collected. Loan origination and commitment fees and certain direct loan origination costs collected from customers are directly recorded in current year interests and fees on loans. The loans receivable portfolio consists of corporate loans and personal loans. (Note 5). The Company does not charge loan origination and commitment fees.

(f) Allowance for loan losses

The allowance for loan losses is increased by charges to income and decreased by charge offs (net of recoveries). The allowance for loan losses is maintained at a level believed to be reasonable by management to absorb probable losses inherent in the portfolio as of each balance sheet date.  The allowance is based on factors such as the size and current risk characteristics of the portfolio, an assessment of individual problem loans and actual loss, delinquency, and/or risk rating experience within the portfolio. (Note 6)  The Company evaluates its allowance for loan losses on a quarterly basis or more often as deemed necessary.

(g) Interest receivable

Interest on loans receivable is accrued and credited to income as earned. The Company determines a loan past due status by the number of days that have elapsed since a borrower has failed to make a contractual loan payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan becomes past due by more than 90 days. Additionally, any previously accrued but uncollected interest is reversed. Subsequent recognition of income occurs only to the extent payment is received, subject to management’s assessment of the collectability of the remaining interest and principal. Loans are generally restored to an accrual status when it is no longer delinquent and collectability of interest and principal is no longer in doubt and past due interest is recognized at that time.

The interest reversed due to the above reason was $121,837 and $9,358 as of December 31, 2012 and 2011, respectively.

F-9

(h)  Property and Equipment

The property and equipment are stated at cost less accumulated depreciation. The depreciation is computed on a straight-line method over the estimated useful lives of the assets with 5% salvage value. Estimated useful lives of property and equipment are stated in Note 9.

The Company eliminates the cost and related accumulated depreciation of assets sold or otherwise retired from the accounts and includes any gain or loss in the statement of income. The Company charges maintenance, repairs and minor renewals directly to expenses as incurred; major additions and betterment to equipment are capitalized.

(i)  Impairment for Long-lived Assets

The Company applies the provisions of ASC No. 360 Sub topic 10, "Impairment or Disposal of Long-Lived Assets"(ASC 360-10) issued by the Financial Accounting Standards Board ("FASB"). ASC 360-10 requires that long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair value.

The Company tests long-lived assets, including property and equipment and finite lived intangible assets, for impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows, the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections are considered necessary. There were no impairment losses in the years ended December 31, 2012 and 2011.

(j) Fair Values of Financial Instruments

ASC Topic 825, Financial Instruments (“Topic 825”) requires disclosure of fair value information of financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate that value.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.  In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.  Topic 825 excludes certain financial instruments and all non-financial assets and liabilities from its disclosure requirements.  Accordingly, the aggregate fair value amounts do not represent the underlying value of the Company.

Level 1	inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2	inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3	inputs to the valuation methodology are unobservable and significant to the fair value.

F-10

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(j)  Fair Values of Financial Instruments (continued)

The methods and assumptions used by the Company in estimating the fair value of its financial instruments at December 31, 2012 and 2011 were as follows:

a.   Cash, Restricted Cash, Accrued Interest Receivable, Other Receivables, Short-term Bank Loans, Accounts Payable and Accrued Expenses – The carrying values reported in the balance sheets are a reasonable estimate of fair value.

(k) Foreign currency translation

The functional currency of the Company is Renminbi (“RMB”), and PRC is the primary economic environment in which the Company operates.

For financial reporting purposes, the financial statements of the Company prepared using RMB, are translated into the Company’s reporting currency, United States Dollars (“U.S. dollars”), at the exchange rates quoted by www.oanda.com. Assets and liabilities are translated using the exchange rate at each balance sheet date.  Revenue and expenses are translated using average rates prevailing during each reporting period, and shareholders’ equity is translated at historical exchange rates. Adjustments resulting from the translation are recorded as a separate component of accumulated other comprehensive income in shareholders’ equity.

	December 31, 2012		December 31, 2011
Balance sheet items, except for equity accounts		6.3086		6.3585
	For the years ended December 31,
		2012		2011
Items in the statements of operations and comprehensive income, and statements cash flows		6.3116		6.4640

(l) Use of estimates

The preparation of consolidated financial statements in conformity with U.S.GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information. Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in the financial statements include: (i) the allowance for doubtful debts; (ii) estimates of losses on unexpired loan contracts and guarantee service contracts (ii) accrual of estimated liabilities; and (iii) contingencies and litigation.

F-11

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(m) Revenue recognition

Revenue is recognized when there are probable economic benefits to the Company and when the revenue can be measured reliably, on the following:

● Interest income on loans. Interest on loan receivables is accrued monthly in accordance with their contractual terms and recorded in accrued interest receivable. The Company does not charge prepayment penalty from customers.

● Commission on guarantee service. The Company receives the commissions from guarantee services in full at inception and records as unearned income before amortizing it throughout the period of guarantee.

● Non-interest income. Non-interest income mainly includes government incentive and rental income from the sub-leasing of certain of the Company’s leased office space to third parties. Government incentive is provided by Jiangsu Provincial government on a yearly basis to promote the development of micro credit agencies in Jiangsu Province.

(n) Financial guarantee service contract

Financial guarantee contracts provides guarantee which protects the holder of a debt obligation against non-payment when due. Pursuant to such guarantee, the Company makes payments if the obligor responsible for making payments fails to do so when scheduled.

The contract amounts reflect the extent of involvement the Company has in the guarantee transaction and also represents the Company’s maximum exposure to credit loss.

The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. Financial instruments whose contract amounts represent credit risk are as follows:

	December 31, 2012		December 31, 2011
Guarantee	$	86,360,524	$	88,742,628

A provision for possible loss to be absorbed by the Company for the financial guarantee it provides is recorded as an accrued liability when the guarantees are made and recorded as “Accrual for financial guarantee services” on the consolidated balance sheet. This liability represents probable losses and is increased or decreased by accruing a “Under/(over) provision on financial guarantee services” against the income of commissions and fees on guarantee services.

This is done throughout the life of the guarantee, as necessary when additional relevant information becomes available. The methodology used to estimate the liability for possible guarantee loss considers the guarantee contract amount and a variety of factors, which include, depending on the counterparty, latest financial position and performance of the customers, actual defaults, estimated future defaults, historical loss experience, estimated value of collaterals or guarantees the costumers or third parties offered, and other economic conditions such as the economy trend of the area and the country. The estimates are based upon currently available information.

F-12

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(n)  Financial guarantee service contract (continued)

Based on the past history, the Company estimates the probable loss to be 1% of contract amount and made a provision for possible credit risk of its guarantee in the amount of $880,725 and $887,426 as of December 31, 2012 and 2011, respectively. The Company reviews the provision on a quarterly basis.

No write-offs or recoveries against allowance have occurred during these years.

(o) Non-interest expenses

Non-interest expenses primarily consist of salary and benefits for employees, traveling cost, entertainment expenses, depreciation of equipment, office rental expenses, professional service fee, office supply, etc.

(p) Income Tax

Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which it operates. The Company accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts in the financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates applicable for the differences that are expected to affect taxable income.

(q) Comprehensive income

Comprehensive income includes net income and foreign currency adjustments. Comprehensive income is reported in the statements of operations and comprehensive income.

Accumulated other comprehensive income, as presented on the balance sheets are the cumulative foreign currency translation adjustments.

(r) Operating Leases

The Company leases its principal office under a lease agreement that qualifies as an operating lease. The Company records the rental under the lease agreement in the operating expense when incurred.

(s) Commitments and contingencies

In the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance with ASC No. 450 Sub topic 20, “Loss Contingencies”, the Company records accruals for such loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.

F-13

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

(t) Recently issued accounting standards

In July 2012, the FASB issued ASU No. 2012-02, “Intangibles-Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment." This ASU simplifies how entities test indefinite-lived intangible assets for impairment which improve consistency in impairment testing requirements among long-lived asset categories. These amended standards permit an assessment of qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying value. For assets in which this assessment concludes it is more likely than not that the fair value is more than its carrying value, these amended standards eliminate the requirement to perform quantitative impairment testing as outlined in the previously issued standards. The guidance is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, and early adoption is permitted. The adoption of this standard is not expected to have a material impact on the Company’s  combined financial position and results of operations.

On February 5, 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income. This guidance is the culmination of the board’s redeliberation on reporting reclassification adjustments from accumulated other comprehensive income. The standard is effective prospectively for public entities for annual and interim reporting periods beginning after December 15, 2012. Non-public companies may adopt the standard one year later. Early adoption is permitted. Management does not expect this accounting standard update to have a material impact on the Company’s financial position, operations, or cash flows.

3. VARIABLE INTEREST ENTITIES AND OTHER CONSOLIDATION MATTERS

On September 26, 2012, the Company, through its wholly owned subsidiary, WFOE, entered into a series of contractual arrangements, also known as “VIE Agreements” with Wujiang Luxiang.

The significant terms of the VIE Agreements are summarized in NOTE 1.

VIEs are entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest, such as through voting rights, right to receive the expected residual returns of the entity or obligation to absorb the expected losses of the entity. The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. WFOE is deemed to have a controlling financial interest and be the primary beneficiary of the entities mentioned in Note 1 above, because it has both of the following characteristics:

1. power to direct activities of a VIE that most significantly impact the entity’s economic performance, and

2. obligation to absorb losses of the entity that could potentially be significant to the VIE or right to receive benefits from the entity that could potentially be significant to the VIE.

F-14

In addition, as all of these contractual arrangements are governed by PRC law and provide for the resolution of disputes through either arbitration or litigation in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. The legal environment in the PRC is not as developed as in other jurisdictions, such as the United States. As a result, uncertainties in the PRC legal system could further limit the Company’s ability to enforce these contractual arrangements. Furthermore, these contracts may not be enforceable in China if PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event the Company is unable to enforce these contractual arrangements, it may not be able to exert effective control over the Wujiang Luxiang, and its ability to conduct its business may be materially and adversely affected.

All of the Company’s operations are conducted through Wujiang Luxiang. Current regulations in China permit Wujiang Luxiang to pay dividends to us only out of its accumulated distributable profits, if any, determined in accordance with their articles of association and PRC accounting standards and regulations. The ability of Wujiang Luxing to make dividends and other payments to us may be restricted by factors that include changes in applicable foreign exchange and other laws and regulations.

The following financial statement amounts and balances of the VIEs were included in the accompanying consolidated financial statements as of and for the year ended December 31:

	December 31, 2012		December 31, 2011
Total assets	$	99,886,176	$	94,556,429
Total liabilities	$	32,698,195	$	35,430,240

	December 31, 2012		December 31, 2011
Revenues	$	13,956,126	$	12,628,083
Net income	$	8,432,845	$	8,301,905

All of the Company’s current revenue is generated in PRC currency Renminbi (“RMB”). Any future restrictions on currency exchanges may limit our ability to use net revenues generated in Renminbi to make dividends or other payments in U.S. dollars or fund possible business activities outside China.

Foreign currency exchange regulation in China is primarily governed by the following rules:

● Foreign Exchange Administration Rules (1996), as amended in August 2008, or the Exchange Rules;

● Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), or the Administration Rules.

Under the Administration Rules, RMB is freely convertible for current account items, including the distribution of dividends, interest payments, trade and service related foreign exchange transactions, but not for capital account items, such as direct investments, loans, repatriation of investments and investments in securities outside of China, unless the prior approval of the SAFE is obtained and prior registration with the SAFE is made. Foreign-invested enterprises like ours that need foreign exchange for the distribution of profits to their shareholders may affect payment from their foreign exchange accounts or purchase and pay foreign exchange rates at the designated foreign exchange banks to their foreign shareholders by producing board resolutions for such profit distribution. Based on their needs, foreign-invested enterprises are permitted to open foreign exchange settlement accounts for current account receipts and payments of foreign exchange along with specialized accounts for capital account receipts and payments of foreign exchange at certain designated foreign exchange banks.

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4. RISKS

(a) Credit risk

Credit risk is one of the most significant risks for the Company’s business. Credit risk exposures arise principally in lending activities and financial guarantee activities which is an off-balance sheet financial instrument.

Credit risk is controlled by the application of credit approvals, limits and monitoring procedures. The Company manages credit risk through in-house research and analysis of the Chinese economy and the underlying obligors and transaction structures. To minimize credit risk, the Company requires collateral in the form of rights to cash, securities or property and equipment.

The Company identifies credit risk collectively based on industry, geography and customer type. This information is monitored regularly by management.

1.1 Lending activities

In measuring the credit risk of lending loans to corporate customers, the Company mainly reflects the “probability of default” by the customer on its contractual obligations and considers the current financial position of the customer and the exposures to the customer and its likely future development. For individual customers, the Company uses standard approval procedures to manage credit risk for personal loans.

The Company measures and manages the credit quality of loans to corporate and personal customers based on the “Guideline for Loan Credit Risk Classification” (the “Guideline”) issued by the China Banking Regulatory Commission, which requires commercial banks and micro-credit institutions to classify their corporate and personal loans into five categories: (1) pass, (2) special-mention, (3) substandard, (4) doubtful and (5) loss, among which loans classified in the substandard, doubtful and loss categories are regarded as non-performing loans. The Guideline also determines the percentage of each category of non-performing loans as allowances, which are 2% on special-mention loan, 25% on substandard loans, 50% on doubtful loans and 100% on loss loans.

The five categories are defined as follows:

(1) Pass: loans for which borrowers can honor the terms of the contracts, and there is no reason to doubt their ability to repay principal and interest of loans in full and on a timely basis.

(2) Special-mention: loans for which borrowers are still able to service the loans currently, although the repayment of loans might be adversely affected by some factors.

F-16

(3) Substandard: loans for which borrowers’ ability to service loans is apparently in question and borrowers cannot depend on their normal business revenues to pay back the principal and interest of loans. Certain losses might be incurred by the Company even when guarantees are executed.

(4) Doubtful: loans for which borrowers cannot pay back principal and interest of loans in full and significant losses will be incurred by the Company even when guarantees are executed.

(5) Loss: principal and interest of loans cannot be recovered or only a small portion can be recovered after taking all possible measures and resorting to necessary legal procedures.

Five-category loan classifications are re-examined on a quarterly basis. Adjustments are made to these classifications as necessary according to customers’ operational and financial position.

The Guideline stipulates that the micro-credit companies, which are limited to provide short-term loans and financial guarantee services to only small to medium size businesses, should choose a reasonable methodology to provide allowance for the probable loss from the credit risk, and the allowance should not be less than the allowance amount derived from the five-category analysis. The Company continuously performs the analysis and believes that the allowance amount it provided is consistently more than the allowance amount derived from the five-category analysis.

1.2 Guarantee activities

The off-balance sheet commitments arising from guarantee activities carry similar credit risk to loans and the Company takes a similar approach on risk management.

Off-balance sheet commitments with credit exposures are also assessed and categorized with reference to the Guideline.

(b) Liquidity risk

The Company is also exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage.

(c) Foreign currency risk

A majority of the Company’s operating activities and a significant portion of the Company’s assets and liabilities are denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the Peoples’ Bank of

China (“PBOC”) or other authorized financial institutions at exchange rates quoted by PBOC. Approval of foreign currency payments by the People's Bank of China or other regulatory institutions requires submitting a payment application form together with suppliers' invoices and signed contracts. The value of RMB is subject to changes in central government policies and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market.

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5. RESTRICTED CASH

“Restricted cash” on the consolidated balance sheets, amounting to $11.6 million and $12.4 million as of December 31, 2012 and 2011, respectively, represents cash pledged with banks as guarantor deposit for the guarantee business customers. The banks providing loans to the Company’s guarantee service customers generally require the Company, as the guarantor of the loans, to pledge a cash deposit usually in the range of 10% to 20% of the guaranteed amount. The deposits are released after the guaranteed bank loans are paid off and the Company’s guarantee obligation expires which is usually within 12 months.

At the same time, the Company requires the financial guarantee customers to make a deposit to the Company of the same amount with the deposit the Company pledged to the banks for their loans. The Company recorded the deposit received as “deposit payable” on the consolidated balance sheet. The deposit is returned to the customer after the customer repays the bank loan and the Company’s guarantee obligation expires. The balance in the restricted cash is larger than the deposit payable because in some cases the Company is required by third party bank to pledge in excess of deposits received from customers.

6. RESTRICTED CASH

The loan interest rate ranging between 9.6%~ 21.6% and 10.1% ~ 21.6% for years ended December 31, 2012 and 2011, respectively.

6.1 Loans receivable consist of the following:

	December 31, 2012			December 31, 2011
Business loans	$	63,847,080		$	66,509,102
Personal loans		21,934,213			10,280,560
Total Loans receivable		85,781,293			76,789,662
Allowance for impairment losses
Collectively assessed		(857,813	)		(766,673	)
Individually assessed		-			-
Allowance for loan losses		(857,813	)		(766,673	)
Loans receivable, net	$	84,923,480		$	76,022,989

The Company originates loans to customers located primarily in Wujiang City, Jiangsu Province. This geographic concentration of credit exposes the Company to a higher degree of risk associated with this economic region.

All loans are short-term loans that the Company made to either corporate or individual customers. As of December 31, 2012 and 2011, the Company had 109 and 98 business loan customers, and 139 and 122 personal loan customers, respectively. Most loans are either guaranteed by third party whose financial strength is assessed by the Company to be sufficient or secured by collateral. Allowance on loan losses are estimated on quarterly basis in accordance with “The Guidance on Provision for Loan Losses” published by People’s Bank of China. (Note 6). The provision amount of $85,035 and $42,994 were charged to the consolidated statement of income and comprehensive income for the years ended December 31, 2012 and 2011, respectively. No write-offs against allowances have occurred for these periods.

F-18

Interest on loans receivable is accrued and credited to income as earned. The Company determines a loan past due status by the number of days that have elapsed since a borrower has failed to make a contractual loan payment. Accrual of interest is generally discontinued when either (i) reasonable doubt exists as to the full, timely collection of interest or principal or (ii) when a loan becomes past due by more than 90 days.

The following table presents nonaccrual loans by classes of loan portfolio as of December 31, 2012 and 2011:

	December 31, 2012		December 31, 2011
Business loans	$	1,363,998	$	-
Personal loans		339,881		123,290
	$	1,703,879	$	123,290

The following table represents the aging of past due loans as of December 31, 2012 by type of loan:

	1-89 Days Past Due		Greater Than 90Days Past Due		Total Past Due		Current		Total Loans
Business loans	$	1,344,320	$	1,363,998	$	2,708,318	$	61,138,762	$	63,847,080
Personal loans		-		339,881		339,881		21,594,332		21,934,213
Total	$	1,344,320	$	1,703,879	$	3,048,199	$	82,733,094	$	85,781,293

The following table represents the aging of in past due loans as of December 31, 2011 by type of loan:

	1-89 Days Past Due		Greater Than 90Days Past Due		Total Past Due		Current		Total Loans
Business loans	$	-	$	-	$	-	$	66,509,102	$	66,509,102
Personal loans		141,543		123,290		264,833		10,015,727		10,280,560
Total	$	141,543	$	123,290	$	264,833	$	76,524,829	$	76,789,662

F-19

6.2 Analysis of loans by credit quality indicator

The following table summarizes the Company’s loan portfolio by credit quality indicator as of December 31, 2012 and 2011, respectively:

Five Categories	December 31, 2012				December 31, 2011		%
Pass	$	82,733,094	96.4	%	$	76,524,829		99.6	%
Special mention		1,344,320	1.6	%		141,543		0.2	%
Substandard		117,826	0.1	%		39,317		0.1	%
Doubtful		1,586,053	1.9	%		83,973		0.1	%
Loss		-	0.0	%		-		0.0	%
Total	$	85,781,293	100	%	$	76,789,662		100	%

6.3 Analysis of loans by collateral

The following table summarizes the Company’s loan portfolio by collateral as of December 31, 2012:

	December 31, 2012				Total
	Personal Loans		Business Loans
Collateral backed loans	$	39,628	$	713,312	$	752,940
Pledged assets backed  loans		4,482,281		4,374,980		8,857,261
Guarantee backed loans		17,412,304		58,758,788		76,171,092
Total	$	21,934,213	$	63,847,080	$	85,781,293

The following table summarizes the Company’s loan portfolio by collateral as of December 31, 2011:

	December 31, 2011				Total
	Personal Loans		Business Loans
Collateral backed loans	$	-	$	786,349	$	786,349
Pledged assets backed  loans		5,434,458		6,215,302		11,649,760
Guarantee backed loans		4,846,102		59,507,451		64,353,553
Total	$	10,280,560	$	66,509,102	$	76,789,662

Collateral Backed Loans

A collateral loan is a loan in which the borrower puts up an asset under their ownership, possession or control, as collateral for the loan. An asset usually is land use rights, inventory, equipment or buildings. The loan is secured against the collateral and we do not take physical possession of the collateral at the time the loan is made.  We will verify ownership of the collateral and then register the collateral with the appropriate government entities to complete the secured transaction.  In the event that the borrower defaults, we can then take possession of the collateral asset and sell it to recover the outstanding balance owed. If the sale proceed of the collateral asset is not sufficient to pay off the debt, we will file a lawsuit against the borrower and seek judgment for the remaining balance.

Pledged Asset Backed Loans

Pledged loans are loans with pledged assets. The pledged assets are usually certificates of deposit. Lenders take physical possession of the pledged assets at the time the loan is made and do not need to register them with government entities to secure the loan.  If the borrower defaults, we can sell the assets to recover the outstanding balance owed.

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Both collateral loans and pledged loans are considered secured loans. The amount of a loan that lenders provide depends on the value of the collateral pledged.  Beginning 2011, the Company does not provide unsecured loans.

Guarantee Backed Loans

A guaranteed loan is a loan guaranteed by a third party who is usually a corporation or high net worth individual.  As of December 31, 2012, guaranteed loans make up 88.8 % of our direct loan portfolio.

7. Allowance for Loan Losses

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance is calculated at portfolio-level since our loans portfolio is typically of smaller balance homogenous loans and is collectively evaluated for impairment.

For the purpose of calculating portfolio-level reserves, we have grouped our loans into two portfolio segments: Corporate and Personal. The allowance consists of the combination of a quantitative assessment component based on statistical models, a retrospective evaluation of actual loss information to loss forecasts, value of collaterals and could include a qualitative component based on management judgment.

In estimating the probable loss of the loan portfolio, the Company also considers qualitative factors such as current economic conditions and/or events in specific industries and geographical areas, including unemployment levels, trends in real estate values, peer comparisons, and other pertinent factors such as regulatory guidance. Finally, as appropriate, the Company also considers individual borrower circumstances and the condition and fair value of the loan collateral, if any.

In addition, the Company also calculates the provision amount in accordance with PRC regulation “The Guidance for Loan Losses” (“The Provision Guidance”) issued by People’s Bank of China (“PBOC”) and is applied to all financial institutes as below:

1. General Reserve - is based on total loan receivable balance and to be used to cover unidentified probable loan loss. The General Reserve is required to be no less than 1% of total loan receivable balance.

2. Specific Reserve - is based on the level of loss of each loan after categorizing the loan according to their risk.  According to the so-called “Five-Tier Principle” set forth in the Provision Guidance, the loans are categorized as “pass”, “special-mention”, “substandard”, “doubtful” or “loss”. Normally, the provision rate is 2% for “special-mention”, 25% for “substandard”, 50% for “doubtful” and 100% for “loss”.

3. Special Reserve - is fund set aside covering losses due to risks related to a particular country, region, industry or type of loans. The reserve rate could be decided based on management estimate of loan collectability.

F-21

Due to the short term nature of the loans receivable and based on the Company’s past loan loss experience, the Company only includes General Reserve in the loan loss reserve.

To the extent the mandatory loan loss reserve rate as required by PBOC differs from management’s estimates, the management elects to use the higher rate.

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance.

The following table presents the activity in the allowance for loan losses and related recorded investment in loans receivable by classes of the loans individually and collectively evaluated for impairment as of and for the nine months ended December 31, 2012:

	Business Loans			Personal Loans		Total
Allowance for loan losses for the year ended December 31, 2012:
Beginning balance	$	663,867		$	102,806	$	766,673
Charge-offs		-			-		-
Recoveries		(25,396	)		-		(25,396	)
Provisions		-			116,536		116,536
Ending balance	$	638,471		$	219,342	$	857,813
Ending balance:
individually evaluated for impairment	$	-		$	-	$	-
Ending balance:
collectively evaluated for impairment	$	638,471		$	219,342	$	857,813

The following table presents the allowance for loan losses and related recorded investment in loans receivable by classes of the loans individually and collectively evaluated for impairment as of December 31, 2011:

	Business Loans		Personal Loans		Total
Allowance for loan losses for the year ended December 31, 2011:
Beginning balance	$	603,098	$	93,223	$	696,321
Charge-offs		-		-		-
Recoveries		-		-		-
Provisions		60,769		9,583		70,352
Ending balance	$	663,867	$	102,806	$	766,673
Ending balance:
individually evaluated for impairment	$	-	$	-	$	-
Ending balance:
collectively evaluated for impairment	$	663,867	$	102,806	$	766,673

F-22

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company's internal risk rating system as of December 31, 2012:

	Pass		Special Mention		Substandard		Doubtful		Total
Corporate loans		61,138,762		1,344,320		79,257		1,284,741		63,847,080
Personal loans		21,594,332		-		38,569		301,312		21, 934,213
Total		82,733,094		1,344,320		117,826		1,586,053		85,781,293

The following table presents the classes of the loan portfolio summarized by the aggregate pass rating and the classified ratings of special mention, substandard and doubtful within the Company's internal risk rating system as of December 31, 2011:

	Pass		Special Mention		Substandard		Doubtful		Total
Corporate loans		66,509,102		-		-		-		66,509,102
Personal loans		10,015,727		141,543		39,317		83,973		10,280,560
Total		76,524,829		141,543		39,317		83,973		76,789,662

8.    Loan Impairment

A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for corporate and personal loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.

An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. Currently, estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral which approximates to the carrying value due to the short term nature of the loans. 

F-23

Loans whose terms are modified are classified as troubled debt restructurings if the Company grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring generally involve a temporary below market rate reduction in interest rate or an extension of a loan’s stated maturity date. Non-accrual troubled debt restructurings are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification. Loans classified as troubled debt restructurings are designated as impaired.

Even though the Company allows a one-time loan extension with period up to the original loan period, which is usually within twelve months that may represent a loan restructuring, but the Company does not grant a concession to debtors as the principal of the loan remain the same and interest rate is fixed at current interest rate at the time of extension. Therefore, there were no troubled debt restructurings during the years ended December 31, 2012 and 2011.

9.    OTHER ASSETS

Other assets as of December 31, 2012 and 2011 consisted of:

	December 31, 2012		December 31, 2011
Guarantee paid on behalf of customers	$	-	$	760,664
Prepaid interest to banks		320,068		193,442
Other prepaid expense		63,762		63,260
Other receivables		305,879		10,434
	$	689,709	$	1,027,800

Guarantee paid on behalf of customers represent payments made by the Company to third party banks on behalf of its guarantee customers who defaulted on their loan repayments.  The Company has recovered 100% of balances as of December 31, 2011 from the customers as of April 18, 2012. Prepaid interests represent prepaid borrowing costs for its short-term bank borrowings. The balance is amortized over the period of the bank borrowings which is within 12 months.

10.    PROPERTY AND EQUIPMENT

The Company’s property and equipment used to conduct day-to-day business are recorded at cost less accumulated depreciation. Depreciation expenses are calculated using straight-line method over the estimated useful life below:

Property and equipment consist of the following:

	Useful Life	December 31, 2012			December 31, 2011
Furniture and fixtures	5	$	22,479		$	22,302
Motor vehicles	44		236,617			78,260
Electronic equipment	33		120,454			82,127
Leasehold improvement	33		123,006			-
Less: accumulated depreciation			(199,930	)		(132,528	)
Property and equipment, net		$	302,626		$	50,161

Depreciation expense totaled $66,323 and $46,504 for the years ended December 31, 2012 and 2011, respectively.

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11.   SHORT-TERM BANK LOANS

Bank Name	Interest rate	Term	December 31, 2012		December 31, 2011
Agricultural Bank Of China	Fixed annual rate of 6.89%, guaranteed by Suzhou Dingli Real Estate Co., Ltd	From October 31, 2011 to October 30, 2012	$	-	$	11,795,234
Agricultural Bank Of China	Fixed annual rate of 6.89%, guaranteed by Suzhou Dingli Real Estate Co., Ltd	From November 14, 2011 to November 13, 2012	$	-	$	11,795,235
Agricultural Bank Of China	Fixed annual rate of 5.82%, guaranteed by Suzhou Dingli Real Estate Co., Ltd	From September 18, 2012 to September 17,2013	$	5,547,982	$	-
Agricultural Bank Of China	Fixed annual rate of 5.87%, guaranteed by Suzhou Dingli Real Estate Co., Ltd	From November 8, 2012 to November 7, 2013	$	6,340,551
Agricultural Bank Of China	Fixed annual rate of 6.00%, guaranteed by Suzhou Dingli Real Estate Co., Ltd	From November 22, 2012 to November 21, 2013	$	5,547,982
Agricultural Bank Of China	Fixed annual rate of 6.04%, guaranteed by Suzhou Dingli Real Estate Co., Ltd	From December 13, 2012 to December 12, 2013	$	3,170,276
			$	20,606,791	$	23,590,469

As of December 31, 2012 and 2011, the short-term bank loans have maturity terms within 1 year. Interest expense incurred on short-term loans for the years ended December 31, 2012 and 2011 was $1,298,081 and $1,237,312, respectively.

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12.   DEPOSITS PAYABLE

Deposits payable are security deposit required from customers in order to obtain loans and guarantees from the Company. The deposits are refundable to the customers when the customers fulfill their obligations under loan and guarantee contracts. (See Note 4)

13.   UNEARNED INCOME FROM GUARANTEE SERVICES

The Company receives guarantee commissions in full at the inception and records unearned income before amortizing it throughout the guarantee service life. Unearned income from guarantee services were $773,402 and $955,047 as of December 31, 2012 and 2011, respectively.

14.   OTHER CURRENT LIABILITIES

Other current liabilities as of December 31, 2012 and 2011 consisted of:

	December 31, 2012		December 31, 2011
Accrued payroll	$	486,906	$	375,362
Other tax payable		151,034		132,285
Accrued expense		39,071		49,650
Issuance cost of preferred stocks		37,096		-
Other payable		28,638		62,732
	$	742,745	$	620,029

Other tax payable was mainly business tax payable, which is calculated at 3% of interest and fees on loans and 5% of interest on deposits with banks and commission and fees on guarantee services.

15.   OTHER OPERATING EXPENSE

Other operating expense for the years ended December 31, 2012 and 2011 consisted of:

	For the years ended December 31,
	2012		2011
Depreciation and amortization	$	66,323	$	47,586
Travel expenses		27,412		27,690
Entertainment expenses		66,685		79,965
Decoration expenses		-		31,990
Promotion expenses		25,433		27,230
Legal and consulting expenses		239,948		30,009
Car expenses		83,805		72,509
Bank charges		266,140		39,085
Auditing expense		205,554		-
Other expenses		130,630		124,523
Total	$	1,111,930	$	480,587

Other operating expenses mainly include depreciation and amortization expenses, entertainment expenses, bank charges and other sundry business expenses. For the years ended December 31, 2012 and 2011, other operating expenses were $1,111,930 and $480,587, respectively.

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16.   EMPLOYEE RETIREMENT BENEFIT

The Company has made employee benefit contribution in accordance with Chinese relevant regulations, including retirement insurance, unemployment insurance, medical insurance, housing fund, work injury insurance and birth insurance. The Company recorded the contribution in the general administration expenses when incurred. The contributions made by the Company were $80,996 and $67,462 for the years ended December 31, 2012 and 2011, respectively.

17.   DISTRIBUTION OF PROFIT

On January 30, 2012 upon the approval by all shareholders, the Company distributed cash dividends for the profit of the year 2011 to its shareholders in the amount of $842,554 (RMB5,316,500).

18.   CAPITAL TRANSACTION

REVERSE MERGER

On August 7, 2012 CCC entered into certain share exchange agreements with 16 PRC individuals, each of whom is the sole shareholder of a British Virgin Island company (collectively “16 BVI entities”) and the 16 BVI entities. These 16 PRC individuals represent the ultimate owners of the Wujiang Luxiang shareholders.

Upon completion of the share exchange, CCC (legal acquirer) acquired 100% of the equity interests of the 16 BVI entities (legal acquirees) in exchange for 9,307,373 shares of common stock of CCC which constituted 90% of CCC’s outstanding shares of common stock as of and immediately after the consummation of the reverse acquisition. As a result of the reverse acquisition, the 16 BVI entities became CCC’s wholly-owned subsidiaries and the 16 PRC individuals became CCC stockholders, who collectively own approximately 90% of CCC’s total issued and outstanding shares of common stock.

The transaction shall be considered a reverse acquisition with the 16 BVI entities as accounting acquirers and CCC as accounting acquiree. Since neither CCC nor the 16 BVI entities have any operation and only a minor amount of net assets, the share exchange shall be considered as capital transaction in substance, rather than business combination.

The share exchange is recorded as a “reverse recapitalization” equivalent to the issuance of stock to the 16 BVI entities for the net monetary assets of CCC. The accounting for the transaction is identical to a reverse acquisition, except that no goodwill is recorded.

Upon consummation of the share exchange, the financial statements of CCC become those of the 16 BVI entities with adjustments to reflect the changes in equity structure and receipt of the assets of CCC which is minimal.

We looked through the 16 BVI entities and treated the share exchange as a reverse merger between CCC and Wujiang Luxiang for accounting purposes, even though the shares exchange is between CCC and the 16 BVI entities, because of the following reasons: (i) neither CCC nor the 16 BVI entities has any operations and only a minor amount of net assets; (ii) the 16 PRC individual, who are the former owners of the 16 BVI entities, are the ultimate owners of Wujiang Luxiang, and (iii) the sole purpose of the share exchange is to issue approximately 90%  of pre-offering CCC shares to the ultimate owners of Wujiang Luxiang Shareholders.

F-27

All expenses incurred by CCC prior to August 7, 2012 totaled $245,401 were reclassified to reduce the additional paid in capital in accordance with the reverse acquisition accounting.

Preferred Stock

The Company is authorized to issue up to 10,000,000 shares of preferred stock, of which 1,000,000 shares are designated as Series A Convertible Preferred Stock (the “Series A Stock”) and 5,000,000 shares are designated as Series B Convertible Preferred Stock (the “Series B Stock”).

The Series A Stock shall rank (i) prior to the common stock and to all other classes and series of equity securities of the Company which by their terms do not rank senior to the Series A Stock, and (ii) junior to any class or series of equity securities which by its terms shall rank senior to the Series A Stock. The Series A Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.

The Series B Preferred Stock shall rank (i) prior to the common stock and to all other classes and series of equity securities of the Company which by their terms do not rank senior to the Series B Preferred Stock and (ii) junior to any class or series of equity securities which by its terms shall rank senior to the Series B Preferred Stock. The Series B Stock shall be subordinate to and rank junior to all indebtedness of the Company now or hereafter outstanding.

On December 19, 2011, we issued a total of 1,152,074 shares of our Common Stock to our founder shareholder and an advisor at par value of $0.001 and recorded it as additional paid in capital.

On August 7, 2012, we issued a total of 1,061,290 shares of our Common Stock to an aggregate of 13 investors primarily composed of related parties of the founders at the purchase price of $0.001 per share pursuant to certain subscription agreements. The gross and net proceeds were $1,061 from the private placement.

During 2012, we issued a total of 645 shares of Series A Preferred Stock to an aggregate of 10 investors pursuant to certain subscription agreements. We received gross proceeds of $322,500 and incurred costs associated with this private placement $80,625. Each share of the Series A Stock will, automatically and without any action on the part of the holder thereof convert into issued and outstanding shares of our common stock beneficially owned by the founder shareholder who received our shares on December 19, 2011 based on a per share conversion price equal to 50% of the public offering price.

As of December 31, 2012, we issued a total of 1,280 shares of Series B Preferred Stock to an aggregate of 35 investors pursuant to certain subscription agreements. We received gross proceeds of $320,000 from this private placement, among which $310,000 was received as of December 31, 2012. The costs associated with this private placement were $80,000.  Each share of the Series B Stock will, automatically and without any action on the part of the holder thereof convert into issued and outstanding shares of our common stock beneficially owned by the founder shareholder who received our shares on December 19, 2011 based on a per share conversion price equal to 25% of the public offering price.

F-28

19.   INCOME TAXES AND TAX RECEIVABLE

Effective January 1, 2008, the New Taxation Law of PRC stipulates that domestically owned enterprises and foreign invested enterprises (the “FIEs”) are subject to a uniform tax rate of 25%. While the New Tax Law equalizes the tax rates for FIEs and domestically owned enterprises, preferential tax treatment may continue to be given to companies in certain encouraged sectors and to entities classified as high-technology companies, regardless of whether these are domestically-owned enterprises or FIEs. In November 2009, the Jiangsu Province Government issued Su Zheng Ban Fa [2009] No. 132 which  stipulates that Micro-credit companies in Jiangsu Province is subject to preferential tax rate of 12.5%. As a result, the Company is subject to the preferential tax rate of 12.5% for the periods presented. The taxation practice implemented by the tax authority governing the Company is that the Company pays enterprise income taxes at rate of 25% on a quarterly basis, and upon annual tax settlement done by the Company and the tax authority in five (5) months after December 31 the tax authority will refund the Company the excess enterprise income taxes it paid beyond the rate of 12.5%.

In April 2012 the Company received a notice from local tax authority that the Company’s lending business is qualified to enjoy a preferential tax rate of 12.5% under the Su Zheng Ban Fa [2009] No. 132 for its direct loan operations. However, income arising from guarantee business does not qualify for the preferential rate and is subject to the standard tax rate of 25%. Local tax authority required the Company to implement the above-mentioned policy starting with tax filing for 2011 which was filed in April 2012 and the policy applies to all years thereafter.  The Company evaluated the impact of the changed policy on the income tax provision on the issued financial statements of 2011, and determined the understated income tax for 2011 was approximately $220,032. The Company determined the underpayment was comparatively minimal as it accounted for 3% of net income of 2011, thus it recorded the underpayment of $220,032 in the financial statements for the year ended December 31, 2012. There is no underpayment penalty assessed.

The Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions., For the years ended December 31, 2012 and 2011,  the Company had no unrecognized tax benefits.

The Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.

Income tax (payable)/receivable is comprised of:

	December 31, 2012			December 31, 2011
Income tax payable	$	(1,068,050	)	$	(571,822	)
Income tax receivable		1,047,601			1,131,099
Total income tax (payable)/receivable, net	$	(20,449	)	$	559,277

Income tax payables represented enterprise income tax at a rate of 25% the Company accrued for the last quarter but not paid as December 31, 2012 and 2011. And income tax receivable represented the income tax refund the Company will receive from the tax authority in the annual income tax settlement.

F-29

Income tax expense is comprised of:

	For the year ended December 31,
	2012		2011
Current income tax	$	1,669,546	$	1,112,638
Deferred income tax		37,420		77,918
Total provision for income taxes	$	1,706,966	$	1,190,556

The effective tax rate for the years ended December 31, 2012 and 2011 are 17.10% and 12.54%, respectively.

Deferred tax liability arises from government incentive for the purpose of covering the Company’s actual loan losses and ruled that the income tax will be imposed on the subsidy if the purpose is not fulfilled within 5 years after the Company receives the subsidy.  As of December 31, 2012 and 2011, the deferred tax liability amounted to $303,567 and $264,040, respectively.

20.   RELATED PARTY TRANSACTIONS AND BALANCES

1) Nature of relationships with related parties

Name	Relationships with the Company
Wujiang City Huiyin Silk Production Co., Ltd	A non-controlling shareholder
Yongding Company Ltd.	A non-controlling shareholder
Suzhou Dingli Real Estate Co., Ltd	A non-controlling shareholder
Hengtong Company Ltd,	A non-controlling shareholder
Mr. Xinglin Yao	General Manager of the Company
Mr. Huichun Qin	President and Director of the Company
Suzhou Rongshengda Investment Holding Co., Ltd	the shareholders of Suzhou Rongshengda Investment Holding Co., Ltd are the same as the shareholders of the Company

2) Related party transactions

A. Loans –Loans to related parties consisted of the following:

	For the years ended December 31,
	2012		2011
Mr. Xinglin Yao		-		232,054
Total	$	-	$	232,054

The loans due from Mr. Xinglin Yao carried an annual interest rate of 10.80% and was repaid in February 2012.

F-30

B. Loans – Loans repaid from related parties consist of the following:

	For the years ended December 31,
	2012		2011
Wujiang City Huixin Silk Production Co, Ltd		-		928,218
Mr. Xinglin Yao		237,774		-
Total	$	237,774	$	928,218

Interest income derived from above loans to related parties are $13,199 and $72,830 for the years ended December 31, 2012 and 2011, respectively.

C. Borrowings – Borrowings from related parties consist of the following:

	For the years ended December 31,
	2012		2011
Yongding Group Co., Ltd		-		7,609,633
Total	$	-	$	7,609,633

Interest expense for the above borrowing from related parties are nil and $346,921 for the years ended December 31, 2012 and 2011, respectively.

Short term borrowing from Yongding Group Co., Ltd was due on November 16, 2011 with an annual interest rate of 9%.

D. Loan guarantee – Loan guarantee provided by related parties

Yongding Company Ltd, Suzhou Dingli Real Estate Co., Ltd, and Hengtong Company Ltd provided guarantee for short-term borrowings of the Company for the period ended December 31, 2012 and 2011, as disclosed in Note 10. These related parties did not charge commission on the guarantee service.

F-31

3) Related party balances   Due from a related party

Amount due from related party represents loan balances as following:

	December 31, 2012		December 31, 2011
Mr. Xinglin Yao		-		235,905
	$	-	$	235,905

The loans due from Mr. Xinglin Yao carried an annual interest rate of 10.80% and was repaid in February 2012.

21. CONCENTRATION AND CREDIT RISKS

As of December 31, 2012 and 2011, the Company held cash of $1,588,061 and $3,549,644, respectively that is uninsured by the government authority. To limit exposure to credit risk relating to deposits, the Company primarily places cash deposits only with large financial institutions in the PRC with acceptable credit ratings.

The Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of the PRC’s economy. The business may be influenced by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion and remittance abroad, and rates and methods of taxation, among other things.

No customer accounted for more than 10% of total loan balance as of December 31, 2012 and 2011.

22. COMMITMENTS AND CONTINGENCIES

1) Lease Commitments

The Company leased its principal office under a lease agreement from October 21, 2008 to September 30, 2013.  The following table sets forth the Company’s contractual obligations in future periods:

	Rental payments
Within 9 months ended December 31, 2013	$	191,282
Total	$	191,282

2) Guarantee Commitments

The guarantees will terminate upon payment and/or cancellation of the obligation; however, payments by the Company would be triggered by failure of the guaranteed party to fulfill its obligation covered by the guarantee. Generally, the average guarantee expiration terms ranged within 6 to 12 months and the average percentage of the guarantee amount as security deposit is 10%. (See Note 11)

3) Contingencies

The Company is involved in various legal actions arising in the ordinary course of its business. As of December 31, 2012, the Company was involved in four lawsuits all of which are related to loan business. The Company is the plaintiff asking for the recovery of delinquent loans to customers. All these four cases with an aggregated claim of $2,142,597 have not been adjudicated by the court yet as of December 31, 2012.

23. SUBSEQUENT EVENT

During 3 months ended March 31, 2013, the Company was involved in one new lawsuit, which is related to loan business. The Company is the plaintiff asking for the recovery of delinquent loans to customers. This case with a claim of $79,257 has been adjudicated by the court in favor of the Company and is in the process of enforcement.

F-32

China Commercial Credit, Inc.

[_____] SHARES OF COMMON STOCK

OFFERING PRICE OF $[_____] PER SHARE

Burnham Securities Inc.

Until           , 2013 all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. 

The date of this prospectus is ___, 2013

78

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13.  Other Expenses of Issuance and Distribution

The following table sets forth the expenses in connection with the issuance and distribution of the securities being registered hereby.  All such expenses will be borne by the registrant.

Name of Expense	Amount
Securities and Exchange Commission registration fee	$	3,137.20
Legal, accounting fees and expenses (1)	$	*
Edgar Filing, printing and engraving fees (1)	$	*
Transfer Agent Fees and Expenses (1)	$	*
Miscellaneous (1)	$	*
Total	$	*

(1) Estimated

*   To be filed by amendment

ITEM 14.  Indemnification of Directors and Officers

We are a Delaware corporation.  Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise.  The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person in connection with the action, suit, or proceeding, provided the person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful.  A similar standard of care is applicable in the case of actions by or in the right of the corporation, except that no indemnification may be made in respect to any claim, issue or matter as to which such person will have been adjudged to be liable to the corporation unless and only to the extent that the Delaware Court of Chancery or the court in which such action was brought determines that, despite the adjudication of liability but in view of all of the circumstances of the case, the person is fairly and reasonably entitled to indemnity for expenses that the Delaware Court of Chancery or other court shall deem proper.

Our certificate of incorporation and bylaws provide that we will indemnify and advance expenses to our directors, officers and employees to the fullest extent permitted by Delaware law in connection with any threatened, pending or completed action, suit or proceeding to which such person was or is a party or is threatened to be made a party by reason of the fact that he or she is or was our director, officer or employee, or is or was serving at our request as a director, officer, employee or agent to another corporation or enterprise.

Section 102(b)(7) of the Delaware General Corporation Law provides that a Delaware corporation may in its certificate of incorporation or an amendment thereto eliminate or limit the personal liability of a director to a corporation or its stockholders for monetary damages for violations of the director’s fiduciary duty of care, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions) or (iv) for any transaction from which a director derived an improper personal benefit.  Our certificate of incorporation generally provides that we will eliminate or limit the personal liability of our directors to the fullest extent permitted by law.

ITEM 15.  Recent Sales of Unregistered Securities

On December 19, 2011, we issued a total of 691,244 shares of our Common Stock to Regeneration, our initial shareholders, in consideration of the incorporation services rendered.

II-1

On December 19, 2011, we issued a total of 460,830 shares of our Common Stock to Cawston, in consideration of certain advisory services rendered which include preparation for due diligence in connection with this offering and assistance with selection and coordination with legal counsel and auditors in the preparation of this prospectus.

On August 7, 2012, CCC, 16 PRC individuals, each of whom is the sole shareholder of a BVI company and the 16 BVI entities entered into Share Exchange Agreements. The 16 PRC individuals are the ultimate owners of Wujiang Luxiang Shareholders.  These 16 BVI entities exchanged 100% of their outstanding interest in such companies for an aggregate of 9,307,373 shares of common stock of CCC. Upon consummation of the Share Exchanges, the 16 BVI entities became wholly owned subsidiaries of CCC.

On August 7, 2012, we issued a total of 1,061,290 shares of our Common Stock to an aggregate of 13 investors at the purchase price of $0.001 per share.  We received gross and net proceeds of $1,061 from the private placement.

Between January 1, 2012 and September 7, 2012, we issued a total of 645 shares of Series A Preferred Stock to an aggregate of 11 investors. We received gross and net proceeds of $322,500 from this private placement.

Between October 12, 2012 and January 2, 2013, we issued a total of 1,280 shares of Series B Preferred Stock to an aggregate of 35 investors. We received gross and net proceeds of $320,000 from this private placement.

The above transactions were not registered under the Securities Act in reliance on an exemption from registration set forth in Section 4(2) thereof, Regulation D and/or Regulation S promulgated hereunder as a transaction by the Company not involving any public offering, the purchasers met the “accredited investor” criteria and had adequate information about the Company as required by the rules and regulations promulgated under the Securities Act. These securities may not be offered or sold in the United States in the absence of an effective registration statement or exemption from the registration requirements under the Securities Act.

ITEM 16.  Exhibits and Financial Statement Schedules

(a). Exhibits

The following exhibits and appendices are filed as part of this registration statement:

Exhibit	Description
1.1	Form of Underwriting Agreement***
2.1	Form of Share Exchange Agreement*
3.1	Articles of Incorporation of Registrant*
3.2	Bylaws of Registrant*
3.3	Articles of Association of Wujiang Luxiang Rural Microcredit Co. Ltd.*
4.1	Specimen Common Stock Certificate***
5.1	Legal Opinion of Ellenoff Grossman & Schole LLP***
10.1	Employment Agreement between China Commercial Credit, Inc. and Huichun Qin dated  August 1, 2012***
10.2	Form of Exclusive Business Cooperation Agreement dated September 26, 2012**
10.3	Form of Share Pledge Agreement dated September 26, 2012*
10.4	Form of Exclusive Option Agreement dated September 26, 2012*
10.5	Form of Power of Attorney dated September 26, 2012*
10.6	Form of Timely Reporting Agreement dated September 26, 2012*
10.7	Form of Subscription Agreement between  China Commercial Credit, Inc. and 13 investors dated August 7, 2012 **
10.8	Finance Agreement between Wujiang Luxiang Rural Microcredit Co. Ltd. and Agriculture Bank of China **
10.9	Form of Loan Agreement between Wujiang Luxiang Information Technology Consulting Co. Ltd. and each of the 12 shareholders of Wujiang Luxiang Rural Microcredit Co. Ltd. ***
10.10	Employment Agreement between China Commercial Credit, Inc. and Long Yi***
23.1	Consent of Marcum Bernstein & Pinchuk LLP**
23.2	Consent of Ellenoff Grossman & Schole LLP ***
99.1	Form of Legal Opinion of Dacheng Law Offices**
99.2	Unofficial English translation of Guidance on  Microcredit Company Pilot (Yin Jian Fa [2008]23)  (the “Circular 23”) issued by the CBRC and the PBOC on May 4, 2008 and effective on May 4, 2008**
99.3	Unofficial English translation of Opinions on the pilot work for developing the Rural Microcredit Company (Trial) (Su Zheng Ban Fa [2007]142) (the “Jiangsu Document No. 142”) issued by General Office of Jiangsu Province Government promulgated on November 24, 2007**
99.4	Unofficial English translation of Opinions on Promoting  Fast and Well Development of  Rural Microcredit Company  (Su Zheng Ban Fa [2009]132) (the “Jiangsu Document No. 132”) issued by General Office of Jiangsu Province Government promulgated on November 28, 2009**
99.5	Unofficial English translation of Opinions Regarding Further Pushing Forward the Reform of Rural Microcredit Company (Su Zheng Ban Fa [2011]8) (the “Jiangsu Document No. 8”) issued by General Office of Jiangsu Province Government on January 27, 2011 and effective on January 27, 2011**

*                Previously filed

**              Filed herewith

***           To be filed by amendment.

II-2

ITEM 17.  Undertakings

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the Securities Act;

ii. To reflect in the prospectus any facts or events arising after the effective date of the registration statement(or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement;

iii. To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;

(3) That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(4) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(5) File a post-effective amendment to remove from registration any of the securities that remain unsold at the end of the offering.

(6) That, for the purpose of determining liability under the Securities Act to any purchaser:

Each prospectus filed by the Registrant pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

II-3

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the small business issuer pursuant to the foregoing provisions, or otherwise, the small business issuer has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the small business issuer of expenses incurred or paid by a director, officer or controlling person of the small business issuer in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the small business issuer will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

(7) That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the securities:

The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424 (§230.424 of this chapter).

II-4

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Wujiang, Jiangsu Province, China, on April 22, 2013.

CHINA COMMERCIAL CREDIT, INC.
By:	/s/ Huichun Qin
Name:   Huichun Qin
Title:     Chief Executive Officer
(principal executive officer, principal financial officer and principal accounting  officer)

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Huichun Qin	Chief Executive Officer and Director (Principal executive officer)	April 22, 2013
Huichun Qin
/s/ Long Yi	Chief Financial Officer (Principal financial officer and principal accounting officer)	April 22, 2013
Long Yi

II-5

INDEX TO EXHIBITS

The following exhibits are filed as part of this registration statement:

Exhibit	Description
1.1	Form of Underwriting Agreement***
2.1	Form of Share Exchange Agreement*
3.1	Articles of Incorporation of Registrant*
3.2	Bylaws of Registrant*
3.3	Articles of Association of Wujiang Luxiang Rural Microcredit Co. Ltd.*
4.1	Specimen Common Stock Certificate***
5.1	Legal Opinion of Ellenoff Grossman & Schole LLP***
10.1	Employment Agreement between China Commercial Credit, Inc. and Huichun Qin dated  August 1, 2012***
10.2	Form of Exclusive Business Cooperation Agreement dated September 26, 2012**
10.3	Form of Share Pledge Agreement dated September 26, 2012*
10.4	Form of Exclusive Option Agreement dated September 26, 2012*
10.5	Form of Power of Attorney dated September 26, 2012*
10.6	Form of Timely Reporting Agreement dated September 26, 2012*
10.7	Form of Subscription Agreement between  China Commercial Credit, Inc. and 13 investors dated August 7, 2012 **
10.8	Finance Agreement between Wujiang Luxiang Rural Microcredit Co. Ltd. and Agriculture Bank of China **
10.9	Form of Loan Agreement between Wujiang Luxiang Information Technology Consulting Co. Ltd. and each of the 12 shareholders of Wujiang Luxiang Rural Microcredit Co. Ltd. ***
10.10	Employment Agreement between China Commercial Credit, Inc. and Long Yi***
23.1	Consent of Marcum Bernstein & Pinchuk LLP**
23.2	Consent of Ellenoff Grossman & Schole LLP ***
99.1	Form of Legal Opinion of Dacheng Law Offices**
99.2	Unofficial English translation of Guidance on  Microcredit Company Pilot (Yin Jian Fa [2008]23)  (the “Circular 23”) issued by the CBRC and the PBOC on May 4, 2008 and effective on May 4, 2008**
99.3	Unofficial English translation of Opinions on the pilot work for developing the Rural Microcredit Company (Trial) (Su Zheng Ban Fa [2007]142) (the “Jiangsu Document No. 142”) issued by General Office of Jiangsu Province Government promulgated on November 24, 2007**
99.4	Unofficial English translation of Opinions on Promoting  Fast and Well Development of  Rural Microcredit Company  (Su Zheng Ban Fa [2009]132) (the “Jiangsu Document No. 132”) issued by General Office of Jiangsu Province Government promulgated on November 28, 2009**
99.5	Unofficial English translation of Opinions Regarding Further Pushing Forward the Reform of Rural Microcredit Company (Su Zheng Ban Fa [2011]8) (the “Jiangsu Document No. 8”) issued by General Office of Jiangsu Province Government on January 27, 2011 and effective on January 27, 2011**

*                Previously filed

**              Filed herewith

***           To be filed by amendment.

 II-6

EX-10

Exhibit 10.2

独家业务合作协议

Exclusive Business Cooperation Agreement

本独家业务合作协议（下称“本协议”）由以下双方于2012年9月26日在中华人民共和国（下称“中国”）苏州签署。

This Exclusive Business Cooperation Agreement (this “Agreement”) is made and entered into by and between the following parties on Sep 26, 2012 in Suzhou, the People’s Republic of China (“China” or the “PRC”).

甲方：	吴江鲈乡信息技术咨询有限公司
地址：	吴江市云梨路1688号
Party A:	Wu Jiang Lu Xiang Information Technology Consulting Co., Ltd.
Address:	Wu Jiang City Yun Li Road 1688
乙方：	吴江市鲈乡农村小额贷款股份有限公司
地址：	吴江市云梨路1688号
Party B:	Wujiang Luxiang Rural Microcredit Co., Ltd.
Address:	Wu Jiang City Yun Li Road 1688

甲方和乙方以下各称为“一方”，统称为“双方”。

Each of Party A and Party B shall be hereinafter referred to as a “Party” respectively, and as the “Parties” collectively.

鉴于：

Whereas,

1.	甲方是一家在中国注册的外商独资企业，拥有提供技术和咨询服务的必要资源；
	Party A is a wholly-foreign-owned enterprise established in China, and has the necessary resources to provide technical and consulting services;
2.	乙方是一家在中国注册的内资公司，经中国有关政府部门依法批准可以从事[面向“三农”发放小额贷款，提供担保，以及经省主管部门审批的其他业务（以下称“主营业务”）；
	Party B is a company with exclusively domestic capital registered in China and may engage in For agriculture related industry, provide small loans, guarantees, and other business approved by the provincial department (collectively, the “Principal Business”);

3.

甲方同意利用其技术、人员和信息优势，在本协议期间向乙方独家提供有关主营业务的技术支持、咨询和管理服务，乙方同意接受甲方或其指定方按本协议条款的规定提供的咨询和各种服务。

Party A is willing to provide Party B with technical support, consulting services and management services on exclusive basis in relation to the Principal Business during the term of this Agreement, utilizing its advantages in technology, human resources, and information, and Party B is willing to accept such services provided by Party A or Party A's designee(s), each on the terms set forth herein.

据此，甲方和乙方经协商一致，达成如下协议：

Now, therefore, through mutual discussion, the Parties have reached the following agreements:

1.	服务提供
	Services Provided by Party A
	1.1	按照本协议条款和条件，乙方在此委任甲方在本协议期间作为乙方的独家服务提供者向乙方提供全面的技术支持、业务支持和相关咨询服务，具体内容包括所有在乙方主营业务范围内由甲方不时决定必要的服务，包括但不限于以下内容：提供信息技术咨询服务，管理软件开发销售，计算机软硬件研发及销售。
		Party B hereby appoints Party A as Party B's exclusive services provider to provide Party B with complete technical support, business support and related consulting services during the term of this Agreement, in accordance with the terms and conditions of this Agreement, which may include all necessary services within the scope of the Principal Business as may be determined from time to time by Party A, such as but not limited to Provides information technology consulting services, management software development, sales computer hardware and software research, development and sales.
	1.2	乙方接受甲方的咨询和服务。乙方进一步同意，除非经甲方事先书面同意，在本协议期间，就本协议约定的服务或其他事宜，乙方不得直接或间接地从任何第三方获得任何与本协议相同或类似的咨询和/或服务，并不得与任何第三方就本协议所述事项建立任何类似的合作关系。双方同意，甲方可以指定其他方（该被指定方可以与乙方签署本协议第1.3条描述的某些协议）为乙方提供本协议约定的服务和/或支持。
		Party B agrees to accept all the consultations and services provided by Party A. Party B further agrees that unless with Party A's prior written consent, during the term of this Agreement, Party B shall not directly or indirectly accept the same or any similar consultations and/or services provided by any third party and shall not establish similar corporation relationship with any third party regarding the matters contemplated by this Agreement. Party A may appoint other parties, who may enter into certain agreements described in Section 1.3 with Party B, to provide Party B with the consultations and/or services under this Agreement.

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	1.3	服务的提供方式
		Service Providing Methodology
		1.3.1	甲、乙双方同意在本协议有效期内，视情况而定，乙方可以与甲方或甲方指定的其他方进一步签订技术服务协议和咨询服务协议，对各项技术服务、咨询服务的具体内容、方式、人员、收费等进行约定。
			Party A and Party B agree that during the term of this Agreement, where necessary, Party B may enter into further technical service agreements or consulting service agreements with Party A or any other party designated by Party A, which shall provide the specific contents, manner, personnel, and fees for the specific technical services and consulting services.
		1.3.2	乙方特此向甲方授予一项不可撤销的排他性的购买权，根据该购买权，甲方可在中国法律法规允许的范围内，由甲方自行选择，向乙方购买任何部分或全部资产，作价为中国法律允许的最低价格。届时双方将另行签订一份资产转让合同，对该资产转让的条款和条件进行约定。
			Party B hereby grants to Party A an irrevocable and exclusive option to purchase from Party B, at Party A’s sole discretion, any or all of the assets of Party B, to the extent permitted under the PRC laws, at the lowest purchase price permitted by the PRC laws. In this case, the Parties shall enter into a separate assets transfer agreement, specifying the terms and conditions of the transfer of the assets.
2.	服务的价格和支付方式
	The Calculation and Payment of the Service Fees
	2.1	双方同意，就本协议项下甲方向乙方提供的各项服务，乙方应向甲方支付服务费（“服务费”）。在本协议有效期内，乙方应向甲方支付的服务费应每季度按如下公式计算：甲方服务提供人员向乙方提供服务所花费的时间×其各自的级别费率，加上甲方董事会根据甲方向乙方提供的服务的价值以及乙方实际收入情况不时确定的服务费金额或比例。如甲方董事会未对前述服务费的金额或比例进行调整，则按甲方董事会最近一次确定的金额或比例执行。在任何情况下，受制于中国法律或公司章程的要求，服务费应大致等于乙方的公司净收益。在调整或确定服务费时，应考虑以下因素：

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	The Parties agree that in respect to the services provided by Party A to Party B contemplated in this Agreement, Party B shall pay Party A the service fees (the “Service Fees”). During the term of this Agreement, the Service Fees to be paid to Party A by Party B shall be calculated quarterly based on the following formula: the time of services rendered to Party B by the employees of Party A multiplies the corresponding rate, plus amount of the services fees or ratio decided by the board of directors of Party A based on the value of services rendered by Party A and the actual income of Party B from time to time.  In the event the board of directors of Party A does not adjust the aforesaid amount of service fees or ratio, the Service Fees shall be exercised in accordance with the amount of ratio decided by the latest board of directors of Party A. In any event, the service fees shall be substantially equal to all of the net income of Party B, subject to any requirement by PRC law and Article of Association. The following elements shall be taken into consideration in adjusting or deciding the Service Fees:
	2.1.1	服务的复杂程度及难度；
		The complexity and difficulty of the services;
	2.1.2	甲方雇员提供该等服务所需的时间；
		The required time of such services rendered by the employees of Party A;
	2.1.3	服务的具体内容和商业价值；
		The exact content and commercial value of the services;
	2.1.4	相同种类服务的市场参考价格。
		The market price of the services of the same kind.
2.2	经双方协商一致，可以另行签署书面协议调整服务费的具体计算方法及支付方式。
	As unanimously agreed upon by the Parties, the exact calculation and payment methods of the Service Fees may be amended by entering into a separate written agreement.
2.3	除非双方另行达成一致意见，乙方依据本协议向甲方支付的服务费不应有任何扣除或抵销。
	Unless otherwise unanimously agreed upon by the Parties, the Service Fees to be paid by Party B to Party A pursuant to this Agreement shall not include any deduction or offset.

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3.	保密条款
	Confidentiality Clauses
	3.1	双方承认及确定有关本协议、本协议内容，以及彼此就准备或履行本协议而交换的任何口头或书面资料均被视为保密信息。双方应当对所有该等保密信息予以保密，而在未得到另一方书面同意前，不得向任何第三者披露任何保密信息，惟下列信息除外：(a)公众人士知悉或将会知悉的任何信息（惟并非由接受保密信息之一方擅自向公众披露）；(b)根据适用法律法规、股票交易规则、或政府部门或法院的命令而所需披露之任何信息；或(c)由任何一方就本协议所述交易而需向其股东、投资者、法律或财务顾问披露之信息，而该股东、法律或财务顾问亦需遵守与本条款相类似之保密责任。如任何一方工作人员或聘请机构的泄密均视为该方的泄密，需依本协议承担违约责任。无论本协议以任何理由终止，本条款仍然生效。
		The Parties acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance this Agreement are regarded as confidential information. Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that: (a) is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure); (b) is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or (c) is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall  be bound by the confidentiality obligations similar to those set forth in this Section. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.
	3.2	双方同意，不论本协议是否变更、解除或终止，本条款将持续有效。
		The Parties agree that this Section shall survive changes to, and rescission or termination of, this Agreement.

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4.	陈述和保证
	Representations and Warranties
	4.1	甲方陈述和保证如下：
		Party A hereby represents and warrants as follows:
		4.1.1	甲方是按照中国法律合法注册并有效存续的外商独资企业。
			Party A is a wholly owned foreign enterprise legally registered and validly existing in accordance with the laws of China.
		4.1.2	甲方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签署，交付和履行本协议；甲方对本协议的签署，交付和履行并不违反法律法规的明确规定。
			Party A has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement.  Party A’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.
		4.1.3	本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。
			This Agreement constitutes Party A's legal, valid and binding obligations, enforceable in accordance with its terms.
	4.2	乙方陈述和保证如下：
		Party B hereby represents and warrants as follows:
		4.2.1	乙方是按照中国法律合法注册且有效存续的公司，乙方获得从事主营业务所需的政府许可、牌照。
			Party B is a company legally registered and validly existing in accordance with the laws of China and has obtained the relevant permit and license for engaging in the Principal Business in a timely manner;
		4.2.2	乙方已采取必要的公司行为，获得必要的授权，并取得第三方和政府部门的同意及批准（若需）以签署，交付和履行本协议；乙方对本协议的签署，交付和履行并不违反法律法规的明确规定。
			Party B has taken all necessary corporate actions, obtained all necessary authorization and the consent and approval from third parties and government agencies (if any) for the execution, delivery and performance of this Agreement.  Party B’s execution, delivery and performance of this Agreement do not violate any explicit requirements under any law or regulation binding on Party A.

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		4.2.3	本协议构成对其合法、有效、有约束力并依本协议之条款对其强制执行的义务。
			This Agreement constitutes Party B's legal, valid and binding obligations, and shall be enforceable against it.
5.	生效和有效期
	Effectiveness and Term
	5.1	本协议于文首标明的协议日期签署并同时生效。除非依本协议或双方其他协议的约定而提前终止，本协议有效期为10年。
		This Agreement is executed on the date first above written and shall take effect as of such date. Unless earlier terminated in accordance with the provisions of this Agreement or relevant agreements separately executed between the Parties, the term of this Agreement shall be 10 years.
	5.2	协议期满前，经甲方书面确认，本协议可以延期。延期的期限由甲方决定，乙方必须无条件地同意该延期。
		The term of this Agreement may be extended if confirmed in writing by Party A prior to the expiration thereof. The extended term shall be determined by Party A, and Party B shall accept such extended term unconditionally.
6.	终止
	Termination
	6.1	除非依据本协议续期，本协议于到期之日终止。
		Unless renewed in accordance with the relevant terms of this Agreement, this Agreement shall be terminated upon the date of expiration hereof.
	6.2	本协议有效期内，乙方不得提前终止本协议。尽管如此，甲方可在任何时候通过提前30天向乙方发出书面通知的方式终止本协议。
		During the term of this Agreement, Party B shall not terminate this Agreement prior to its expiration date. Nevertheless, Party A shall have the right to terminate this Agreement upon giving 30 days' prior written notice to Party B at any time.
	6.3	在本协议终止之后，双方在第3、7和8条项下的权利和义务将继续有效。
		The rights and obligations of the Parties under Articles 3, 7 and 8 shall survive the termination of this Agreement.

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7.	适用法律和争议解决
	Governing Law and Resolution of Disputes
	7.1	本协议的订立、效力、解释、履行、修改和终止以及争议的解决适用中国的法律。
		The execution, effectiveness, construction, performance, amendment and termination of this Agreement and the resolution of disputes hereunder shall be governed by the laws of China.
	7.2	因解释和履行本协议而发生的任何争议，本协议双方应首先通过友好协商的方式加以解决。如果在一方向其他方发出要求协商解决的书面通知后30天之内争议仍然得不到解决，则任何一方均可将有关争议提交给中国国际经济贸易仲裁委员会，由该会按照其仲裁规则仲裁解决。仲裁应在苏州进行，使用之语言为中文。仲裁裁决是终局性的，对各方均有约束力。
		In the event of any dispute with respect to the construction and performance of this Agreement, the Parties shall first resolve the dispute through friendly negotiations. In the event the Parties fail to reach an agreement on the dispute within 30 days after either Party's request to the other Parties for resolution of the dispute through negotiations, either Party may submit the relevant dispute to the China International Economic and Trade Arbitration Commission for arbitration, in accordance with its Arbitration Rules. The arbitration shall be conducted in Suzhou, and the language used in arbitration shall be Chinese. The arbitration award shall be final and binding on all Parties.
	7.3	因解释和履行本协议而发生任何争议或任何争议正在进行仲裁时，除争议的事项外，本协议双方仍应继续行使各自在本协议项下的其他权利并履行各自在本协议项下的其他义务。
		Upon the occurrence of any disputes arising from the construction and performance of this Agreement or during the pending arbitration of any dispute, except for the matters under dispute, the Parties to this Agreement shall continue to exercise their respective rights under this Agreement and perform their respective obligations under this Agreement.
8.	补偿
	Indemnification
	就甲方根据本协议向乙方提供的咨询和服务内容所产生或引起的针对甲方的诉讼、请求或其他要求而招致的任何损失、损害、责任或费用都应由乙方补偿给甲方，以使甲方不受任何损害，除非该损失、损害、责任或费用是因甲方的重大过失或故意而产生的。
	Party B shall indemnify and hold harmless Party A from any losses, injuries, obligations or expenses caused by any lawsuit, claims or other demands against Party A arising from or caused by the consultations and services provided by Party A to Party B pursuant this Agreement, except where such losses, injuries, obligations or expenses arise from the gross negligence or willful misconduct of Party A.

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9.	通知
	Notices
	9.1	本协议项下要求或发出的所有通知和其他通信应通过专人递送、挂号邮寄、邮资预付或商业快递服务或传真的方式发到该方下列地址。每一通知还应再以电子邮件送达。该等通知视为有效送达的日期按如下方式确定：
		All notices and other communications required or permitted to be given pursuant to this Agreement shall be delivered personally or sent by registered mail, postage prepaid, by a commercial courier service or by facsimile transmission to the address of such Party set forth below.  A confirmation copy of each notice shall also be sent by email.  The dates on which notices shall be deemed to have been effectively given shall be determined as follows:
		9.1.1	通知如果是以专人递送、快递服务或挂号邮寄、邮资预付发出的，则以于设定为通知的地址在接收或拒收之日为有效送达日。
			Notices given by personal delivery, by courier service or by registered mail, postage prepaid, shall be deemed effectively given on the date of receipt or refusal at the address specified for notices.
		9.1.2	通知如果是以传真发出的，则以成功传送之日为有效送达日（应以自动生成的传送确认信息为证）。
			Notices given by facsimile transmission shall be deemed effectively given on the date of successful transmission (as evidenced by an automatically generated confirmation of transmission).
	9.2	为通知的目的，双方地址如下：
		For the purpose of notices, the addresses of the Parties are as follows:

甲方：	吴江鲈乡信息技术咨询有限公司
Party A:	Wu Jiang Lu Xiang Information Technology Consulting Co., Ltd.

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地址：	吴江市云梨路1688号
Address:	Wu Jiang City Yun Li Road 1688
收件人：	葛为
Attn:	Ge Wei
电话：	15262419175
Phone:	15262419175
传真：
Facsimile:
乙方：	吴江市鲈乡农村小额贷款股份有限公司
Party B:	Wujiang Luxiang Rural Microcredit Co., Ltd.
地址：	吴江市云梨路1688号
Address:	Wu Jiang City Yun Li Road 1688
收件人：	钟海源
Attn:	Zhong Hai Yuan
电话：	0512-63960007
Phone:	0512-63960007
传真：
Facsimile:

	9.3	任何一方可按本条规定随时给另一方发出通知来改变其接收通知的地址。
		Any Party may at any time change its address for notices by a notice delivered to the other Party in accordance with the terms hereof.
10.	协议的转让
	Assignment
	10.1	乙方不得将其在本协议项下的权利与义务转让给第三方，除非事先征得甲方的书面同意。
		Without Party A's prior written consent, Party B shall not assign its rights and obligations under this Agreement to any third party.
	10.2	乙方在此同意，甲方可以在其需要时向其他第三方转让其在本协议项下的权利和义务，并在该等转让发生时甲方仅需向乙方发出书面通知，并且无需再就该等转让征得乙方的同意。
		Party B agrees that Party A may assign its obligations and rights under this Agreement to any third party upon a prior written notice to Party B but without the consent of Party B.

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11.	协议的分割性
	Severability
	如果本协议有任何一条或多条规定根据任何法律或法规在任何方面被裁定为无效、不合法或不可执行，本协议其余规定的有效性、合法性或可执行性不应因此在任何方面受到影响或损害。双方应通过诚意磋商，争取以法律许可以及双方期望的最大限度内有效的规定取代那些无效、不合法或不可执行的规定，而该等有效的规定所产生的经济效果应尽可能与那些无效、不合法或不能强制执行的规定所产生的经济效果相似。
	In the event that one or several of the provisions of this Agreement are found to be invalid, illegal or unenforceable in any aspect in accordance with any laws or regulations, the validity, legality or enforceability of the remaining provisions of this Agreement shall not be affected or compromised in any aspect. The Parties shall strive in good faith to replace such invalid, illegal or unenforceable provisions with effective provisions that accomplish to the greatest extent permitted by law and the intentions of the Parties, and the economic effect of such effective provisions shall be as close as possible to the economic effect of those invalid, illegal or unenforceable provisions.
12.	协议的修改、补充
	Amendments and Supplements
	双方可以书面协议方式对本协议作出修改和补充。经过双方签署的有关本协议的修改协议和补充协议是本协议组成部分，具有与本协议同等的法律效力。
	Any amendments and supplements to this Agreement shall be in writing. The amendment agreements and supplementary agreements that have been signed by the Parties and that relate to this Agreement shall be an integral part of this Agreement and shall have the same legal validity as this Agreement.
13.	语言和副本
	Language and Counterparts
	本协议以中文和英文书就，一式二份，甲乙双方各持一份，具有同等效力；中英文版本如有冲突，应以中文版为准。
	This Agreement is written in both Chinese and English language in two copies, each Party having one copy with equal legal validity; in case there is any conflict between the Chinese version and the English version, the Chineseversion shall prevail.

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有鉴于此，双方已使得经其授权的代表于文首所述日期签署了本独家业务合作协议并即生效，以昭信守。

IN WITNESS WHEREOF, the Parties have caused their authorized representatives to execute this Exclusive Business Cooperation Agreement as of the date first above written.

甲方：吴江鲈乡信息技术咨询有限公司
Party A: Wu Jiang Lu Xiang Information Technology Consulting Co., Ltd.
签字：
By:	/s/ Huichun Qin
姓名：	秦惠春
Name:	Qin Huichun
职位：	法定代表人
Title:	Legal Representive
7.乙方：吴江市鲈乡农村小额贷款股份有限公司
Party B: Wujiang Luxiang Rural Microcredit Co., Ltd.
签字：
By:	/s/ Huichun Qin
姓名	秦惠春
Name:	Qin Huichun
职位：	法定代表人
Title:	Legal Representive

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EX-10

Exhibit 10.7

Form of Subscription Agreement

NAME OF SUBSCRIBER:

CHINA COMMERCIAL CREDIT, INC.

SUBSCRIPTION AGREEMENT AND INVESTMENT REPRESENTATION

SECTION 1.

1.1           Subscription.  The undersigned, intending to be legally bound, hereby irrevocably subscribes for and agrees to purchase the number of shares of common stock, $0.001 par value (the “Common Stock”) of China Commercial Credit, Inc., a Delaware corporation (the “Company”), indicated on page 8 hereof, on the terms and conditions described herein.

1.2           Purchase of Common Stock.

The undersigned understands and acknowledges that the purchase price to be remitted to the Company in exchange for the Common Stock, if any, shall be $0.001 per share of Common Stock.  Payment for the Common Stock shall be made by check or wire transfer in accordance with the instructions of the Company, together with an executed copy of this Agreement and any other required documents.

SECTION 2.

2.1           Acceptance or Rejection.

(a)           The undersigned understands and agrees that the Company reserves the right to reject this subscription for the Common Stock in whole or part, at any time prior to the Closing if, in its reasonable judgment, it deems such action in the best interests of the Company, notwithstanding prior receipt by the undersigned of notice of acceptance of the undersigned’s subscription.

(b)           In the event (i) of rejection of this subscription, (ii) if the Company shall not be required to file periodic reports with the Securities and Exchange Commission by March 31, 2013 through the Company’s contemplated variable interest entity structure, or (iii) the sale of the Common Stock subscribed for by the undersigned is not consummated by the Company for any reason (in which event this Subscription Agreement shall be deemed to be rejected), this Subscription Agreement and any other agreement entered into between the undersigned and the Company relating to this subscription shall thereafter have no force or effect and the Company shall promptly return or cause to be returned to the undersigned the purchase price remitted in accordance with clause 1.2 by the undersigned, without interest thereon or deduction therefrom, in exchange for the Common Stock.

2.2           Closing: The closing (the “Closing”) of the purchase and sale of any of the Common Stock, following the acceptance by the Company of the undersigned’s subscription, as evidenced by the Company’s execution of this Subscription Agreement, shall take place at the principal offices of offices of the Company or such other place as determined by the Company, on such date as is determined by the Company.  Subsequent Closings, if any, will be held at the offices of the Company at such times as are determined by the Company.  At the Closing of the purchase and sale of the Common Stock subscribed to by the undersigned, the Company shall prepare for delivery to the undersigned the certificates for the securities to be issued and sold to the undersigned, duly registered in the undersigned’s name against payment in full by the undersigned in accordance with clause 1.2.

SECTION 3.

3.1           Investor Representations and Warranties.

The undersigned hereby acknowledges, represents and warrants to, and agrees with, the Company and its affiliates as follows:

(a)           The undersigned is acquiring the Common Stock for his or its own account as principal, not as a nominee or agent, for investment purposes only, and not with a view to, or for, resale, distribution or fractionalization thereof in whole or in part and no other person has a direct or indirect beneficial interest in such Common Stock or any of the components of the Common Stock.  Further, the undersigned does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Common Stock for which the undersigned is subscribing or any of the components of the Common Stock.

(b)           The undersigned has full power and authority to enter into this Agreement, the execution and delivery of this Agreement has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the undersigned.

(c)           The undersigned acknowledges his understanding that the offering and sale of the Common Stock is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”) by virtue of Section 4(2) of the Securities Act and the provisions of Regulation D promulgated thereunder (“Regulation D”).  In furtherance thereof, the undersigned represents and warrants to and agrees with the Company and its affiliates as follows:

(i)           The undersigned realizes that the basis for the exemption may not be present if, notwithstanding such representations, the undersigned has in mind merely acquiring Common Stock for a fixed or determinable period in the future, or for a market rise, or for sale if the market does not rise.  The undersigned does not have any such intention.

(ii)          The undersigned has the financial ability to bear the economic risk of his investment, has adequate means for providing for his current needs and personal contingencies and has no need for liquidity with respect to his investment in the Company;

 (iii)        The undersigned has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of the prospective investment in the Common Stock.  If other than an individual, the undersigned also represents it has not been organized for the purpose of acquiring the Common Stock.

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(d)           The information in the Accredited Investor Questionnaire completed and executed by the undersigned is substantially in the form of the Accredited Investor Questionnaire (the “Accredited Investor Questionnaire”) and is accurate and true in all respects and the undersigned is an “accredited investor,” as that term is defined in Rule 501 of Regulation D.

(e)           The undersigned:

(i)           Has been furnished with any and all documents which may have been made available upon request for a reasonable period of time prior to the date hereof;

(ii)          Has been provided an opportunity for a reasonable period of time prior to the date hereof to obtain additional information concerning the offering of the Common Stock, the Company and all other information to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;

(iii)         Has been given the opportunity for a reasonable period of time prior to the date hereof to ask questions of, and receive answers from, the Company or its representatives concerning the terms and conditions of the offering of the Common Stock and other matters pertaining to this investment, and have been given the opportunity for a reasonable period of time prior to the date hereof to obtain such additional information necessary to verify the accuracy of the information provided in order for him to evaluate the merits and risks of purchase of the Common Stock to the extent the Company possesses such information or can acquire it without unreasonable effort or expense;

(iv)          Has not been furnished with any oral representation or oral information in connection with the offering of the Common Stock which is not contained herein; and

(v)           Has determined that the Common Stock is a suitable investment for the undersigned and that at this time the undersigned could bear a complete loss of such investment.

(f)           The undersigned is not relying on the Company, or its affiliates with respect to economic considerations involved in this investment.  The undersigned has relied on the advice of, or has consulted with only those persons, if any, named herein and in the Accredited Investor Questionnaire.

(g)           The undersigned represents, warrants and agrees that he will not sell or otherwise transfer the Common Stock without registration under the Securities Act or an exemption therefrom and fully understands and agrees that he must bear the economic risk of his purchase because, among other reasons, the Common Stock have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states or an exemption from such registration is available.  In particular, the undersigned is aware that the Common Stock are “restricted securities,” as such term is defined in Rule 144 promulgated under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met.  The undersigned also understands that, except as otherwise provided herein and in the certificates for the Common Stock, the Company is under no obligation to register the Common Stock on his behalf or to assist him in complying with any exemption from registration under the Securities Act or applicable state securities laws.  The undersigned further understands that sales or transfers of the Common Stock are further restricted by state securities laws and the provisions of this Agreement.

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(h)           No representations or warranties have been made to the undersigned by the Company, or any officer, employee, agent, affiliate or subsidiary of the Company, other than the representations of the Company contained herein, and in subscribing for Common Stock the undersigned is not relying upon any representations other than those contained herein.

(i)            Any information which the undersigned has heretofore furnished to the Company with respect to his financial position and business experience is correct and complete as of the date of this Agreement and if there should be any material change in such information he will immediately furnish such revised or corrected information to the Company.

(j)            The undersigned understands and agrees that the certificates for the Common Stock shall bear the following legend until (i) such securities shall have been registered under the Securities Act and effectively been disposed of in accordance with a registration statement that has been declared effective; or (ii) in the opinion of counsel for the Company such securities may be sold without registration under the Securities Act as well as any applicable “Blue Sky” or state securities laws:

“THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND MAY NOT BE OFFERED, SOLD, PLEDGED, HYPOTHECATED, ASSIGNED OR TRANSFERRED EXCEPT (i) PURSUANT TO A REGISTRATION STATEMENT UNDER THE SECURITIES ACT WHICH HAS BECOME EFFECTIVE AND IS CURRENT WITH RESPECT TO THESE SECURITIES, OR (ii) PURSUANT TO A SPECIFIC EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT BUT ONLY UPON A HOLDER HEREOF FIRST HAVING OBTAINED THE WRITTEN OPINION OF COUNSEL TO THE CORPORATION, OR OTHER COUNSEL REASONABLY ACCEPTABLE TO THE CORPORATION, THAT THE PROPOSED DISPOSITION IS CONSISTENT WITH ALL APPLICABLE PROVISIONS OF THE SECURITIES ACT AS WELL AS ANY APPLICABLE “BLUE SKY” OR SIMILAR SECURITIES LAW.”

(k)           The undersigned understands that an investment in the Common Stock is a speculative investment which involves a high degree of risk and the potential loss of his entire investment.

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(l)            The undersigned’s overall commitment to investments which are not readily marketable is not disproportionate to the undersigned’s net worth, and an investment in the Common Stock will not cause such overall commitment to become excessive.

(m)           The foregoing representations, warranties and agreements shall survive the Closing.

3.2           Company Representations And Warranties.

The Company hereby acknowledges, represents and warrants to, and agrees with each Investor (which representations and will be true and correct as of the date of the Closing as if the Agreement were made on the date of Closing) as follows:

(a)           The Company has been duly organized, is validly existing and is in good standing under the laws of the State of Delaware.  The Company has full corporate power and authority to enter into this Agreement and this Agreement, has been duly and validly authorized, executed and delivered by the Company and are valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as such enforcement may be limited by the United States Bankruptcy Code and laws effecting creditors rights, generally.

(b)           Subject to the performance by the Investors of their respective obligations under this Agreement and the accuracy of the representations and warranties of the Investor, the offering and sale of the Securities will be exempt from the registration requirements of the Act.

(c)           The execution and delivery by the Company of, and the performance by the Company of its obligations hereunder in accordance with its terms will not contravene any provision of applicable law or the charter documents of the Company or any agreement or other instrument binding upon the Company, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement in accordance with its terms.

(d)           All of the outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid, non-assessable and free of preemptive or similar rights.    The Shares have been duly authorized and, when issued and delivered as provided by this Agreement, will be validly issued and fully paid and non-assessable, and the Shares are not subject to any preemptive or similar rights.

(e)           The Company is not in violation of its charter or bylaws and is not in material default in the performance of any bond, debenture, note or any other evidence of indebtedness or any indenture, mortgage, deed of trust, license, contract, lease or other instrument to which the Company is a party or by which it is bound, or to which any of the property or assets of the Company is subject, except such as have been waived or which would not have, singly or in the aggregate, prevent the Company from discharging its obligations under this Agreement.

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(f)           The execution and delivery by the Company of, and the performance by the Company of its obligations under this Agreement will not contravene any provision of law known by the Company to be applicable to it, or the charter documents of, the Company or any subsidiary of the Company, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company or any subsidiary of the Company and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance by the Company of its obligations under this Agreement in accordance with its terms.

(g)           There is no material litigation or governmental proceeding pending, or to the knowledge of the Company, threatened against, or involving the property or the business of the Company, or, to the best knowledge of the Company which would adversely affect the condition (financial or otherwise), business, prospects or results of operations of the Company, taken as a whole.

(h)           The foregoing representations, warranties and agreements shall survive the Closing.

SECTION 4.

4.1           Indemnity.  The undersigned agrees to indemnify and hold harmless the Company, its officers and directors, employees and its affiliates and each other person, if any, who controls any thereof, against any loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all expenses whatsoever reasonably incurred in investigating, preparing or defending against any litigation commenced or threatened or any claim whatsoever) arising out of or based upon any false representation or warranty or breach or failure by the undersigned to comply with any covenant or agreement made by the undersigned herein or in any other document furnished by the undersigned to any of the foregoing in connection with this transaction.

4.2           Modification.  Neither this Agreement nor any provisions hereof shall be modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, change, discharge or termination is sought.

4.3           Notices.  Any notice, demand or other communication which any party hereto may be required, or may elect, to give to anyone interested hereunder shall be sufficiently given if (a) deposited, postage prepaid, in a United States mail letter box, registered or certified mail, return receipt requested, addressed to such address as may be given herein, or (b) delivered personally at such address.

4.4           Counterparts.  This Agreement may be executed through the use of separate signature pages or in any number of counterparts, and each of such counterparts shall, for all purposes, constitute one agreement binding on all parties, notwithstanding that all parties are not signatories to the same counterpart.

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4.5           Binding Effect.  Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their heirs, executors, administrators, successors, legal representatives and assigns.  If the undersigned is more than one person, the obligation of the undersigned shall be joint and several and the agreements, representations, warranties and acknowledgments herein contained shall be deemed to be made by and be binding upon each such person and his heirs, executors, administrators and successors.

4.6           Entire Agreement.  This Agreement and the documents referenced herein contain the entire agreement of the parties and there are no representations, covenants or other agreements except as stated or referred to herein and therein.

4.7           Assignability.  This Agreement is not transferable or assignable by the undersigned.

4.8           Applicable Law.  This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to conflicts of law principles.

4.9           Pronouns.  The use herein of the masculine pronouns “him” or “his” or similar terms shall be deemed to include the feminine and neuter genders as well and the use herein of the singular pronoun shall be deemed to include the plural as well.

[SIGNATURE PAGES FOLLOW]

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ALL SUBSCRIBERS MUST COMPLETE THIS PAGE

IN WITNESS WHEREOF, the undersigned has executed this Agreement on the _____ day of August 2012.

	X $0.001 Per Share	= $_________________
Common Stock Subscribed for		Purchase Price

Manner in which Title is to be held (Please Check One):

1.	o          Individual
2.	¨         Joint Tenants with Right of Survivorship
3.	¨         Community Property
4.	¨         Tenants in Common
5.	¨         Corporation/Partnership/Limited Liability Company
6.	¨         Married with Separate Property
7.	¨         Tenants by the Entirety

IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.

INDIVIDUAL SUBSCRIBERS MUST COMPLETE PAGE 11

SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 12

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EXECUTION BY NATURAL PERSONS

Exact Name in Which Title is to be Held

Name (Please Print)	Name of Additional Purchaser
Residence: Number and Street	Address of Additional Purchaser
City, State and Zip Code	City, State and Zip Code
Social Security Number	Social Security Number
(Signature)	(Signature of Additional Purchaser)

ACCEPTED this ______ day of August, 2012 on behalf of the Company.

	CHINA COMMERCIAL CREDIT, INC.
By:
	Name:
	Title:

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EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY

(Corporation, Partnership, Trust, Etc.)

Name of Entity (Please Print)

Date of Incorporation or Organization:

State of Principal Offices:

Federal Taxpayer Identification Number:

By:

Title:

[seal]

Attest:
	(If Entity is a Corporation)
		Address

                     ACCEPTED this ______ day of __________, 2012 on behalf of the Company.

	CHINA COMMERCIAL CREDIT, INC.
By:
	Name:
	Title:

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EX-10

Exhibit 10.8

ABC[2012]1009

中国农业银行股份有限公司

小额贷款公司融资合同

Agriculture bank of china

Loan Agreement with Microcredit Company

编号/No：32010120120022431

    尊敬的客户：为了维护您的权益，请在签署本合同前，仔细阅读本合同各条款（特别是黑体字条款），关注您在合同中的权利、义务。如对本合同有任何疑问，请向资金融出方咨询。

Dear Customer: In order to protect your rights, please carefully read all of these terms (especially those in bold) in connection with your rights and obligations before signing this agreement. If you have any question regarding this agreement, please consult with the party who provides loans.

目  录

Index

第一条  定义 DEFINITION	- 2 -
第二条  甲方承诺 PARTY A COMMITMENT	- 3 -
第三条  基本条款 BASIC TERMS	- 4 -
3.1  币种、金额及期限 currency, amount and term	- 4 -
3.2  融资用途 use of proceed	- 4 -
3.3  利率、罚息、复利 interest rate, penalty interest, coupin interest	- 4 -
3.4  提款、融资资金支付 fund withdraw and payment	- 5 -
3.5  资金回笼账户 fund repayment account	- 6 -
3.6  指标监管 monitoring indicator	- 7 -
3.7  还款 repayment	- 7 -
3.8  融资凭证（借款凭证）financing record(loan voucher)	- 8 -
3.9  担保 guarantee	- 9 -
3.10  权利义务right and obligation	- 9 -
第四条  补充条款SUPPLEMENTAL TERM	- 11 -
第五条  法律责任 LEGAL RESPONSIBILITY	- 11 -
第六条  其他事项 OTHER TERM	- 12 -

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甲方（资金融入方全称）：吴江市鲈乡农村小额贷款股份有限公司

Party A (the “Borrower”): Wujiang Luxiang Rural Microcredit Co., Ltd.,

住所（地址）：吴江经济技术开发区云梨路1688号

Address: 1688 Yunli Road, Economic and Technological Development Zone, Wujiang City

电话：  0512—63960098	传真：0512—63960008
Telephone: 0512—63960098	Fax: 0512—63960008

法定代表人/负责人：

Legal Representative/Person in Charge: Qin Huichun

乙方（资金融出方全称）：中国农业银行股份有限公司吴江市支行

Party B (the“Lender”): Agriculture bank of China, Wujiang Branch

住所（地址）：吴江市永康路202号

Address: 202 Yongkang Road, Wujiang City

电话：0512—63412548	传真：0512—63419548
Telephone: 0512—63412548	Fax: 0512—63419548

负责人：陈刚

Person in Charge: Chen Gang

根据国家有关法律法规，双方经协商一致，订立本合同。

According to the applicable government laws and policies, both parties have covenant and agreed as follows.

第一条  定义

Article 1 Definition

除另有约定外，下列术语在本合同的含义如下：

Unless otherwise required, the following words and phrases shall have the meanings set out below:

1.1  融资期限：包括总融资期限和单笔融资期限。总融资期限，指第一笔融资资金发放之日起至按合同约定甲方清偿全部融资资金本息之日止的时段；单笔融资期限，指分次提款中单笔融资资金发放之日起至约定的甲方清偿该笔融资资金本息之日止的时段。

1.1  Loan term: including the total financing term and term for each individual financing. The total financing term is a period started from the date of first loan be advanced to the date that full amount of principal together with accrued interest being repaid. Individual financing term means a period started from the date of the subject loan be advanced to the agreed date that Party A repays the loan together with accrued interest.

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1.2  融资额度：指在合同约定的额度有效期内，由乙方向甲方提供的本金限额。额度有效期终止时，未使用的融资额度自动失效

1.2  Loan amount: refers to the maximum amount of principal the Lender agrees to advance to the Borrower subject to the terms of this agreement. Upon the expiration of this agreement, the unused credit will be lapsed automatically.

1.3  期间：期间以日、月、年计算，期间届满的最后一日为节假日的，以节假日后的第一日为期间届满日期。

1.3  Period: is calculated based on the date, month and year. Should the expiration date fell on the holiday, the first day after holiday will be the day of expiration.

1.4  SHIBOR：指中国银行间同业拆借中心公布的每一交易日上海银行间同业拆放利率。

1.4  SHIBOR: refers to the Shanghai Interbank Offered Rate released every day by the Interbank Lending Center of Bank of China.

1.5  法律法规：包括中华人民共和国法律、行政法规、地方性法规、规章、司法解释及其他具有法律效力的规定。

1.5  Applicable laws and policies: including PRC laws, administrative regulations, local laws and regulations, judicial interpretation and other applicable policies.

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第二条甲方承诺

Article II: Party A Commitment

甲方承诺如下：

Party A commits following:

2.1  融资申请依法合规：甲方为依法设立并经有权部门核准登记的，由自然人、企业法人与其他社会组织投资设立，不吸收公众存款，经营小额贷款业务的有限责任公司或股份有限公司。主要经营资金来源为股东缴纳的资本金、捐赠资金以及来自不超过两个银行业金融机构的融入资金。融资资金用途及还款来源明确、合法；不存在其他违反法律法规的情形。

2.1 Loan application is in compliance with applicable laws and policies: Party A, legally established by a person, business entity, or other organization and registered with the authorized department, is a limited liability company and engaged in the microcredit business. The company is not allowed to accept deposits from the public. The main capital resource comes from capital invested by shareholders, donations and loan borrowed from less than two financial institutions. The use of the loan and the sources of the repayment is clear and legal and the company is not in violation of any applicable laws and policies.

2.2  签订合同的行为无瑕疵：甲方为签署本合同或履行其在本合同项下的义务，已经依据法律法规或者公司章程履行了必要的手续；在本合同上签字或者签章的是甲方的法定代表人/负责人或有权代理人；积极办理或者配合乙方办理合同核准、登记或者备案手续；不存在其他由于甲方原因可能导致融资合同存在效力瑕疵的情形。

2.2 No defects occurred during the period of signing the agreement: In order to sign this agreement and fulfill the obligations under the agreement, Party A has conducted the necessary procedures and actions in accordance with the applicable laws and regulations or the Articles of Association of the Company; the person who signs this agreement is the legal representative/person in charge or authorized representative of Party A; actively apply or work with Party B for the approval, registration or filing procedures of the agreement; there is no defects on validity of the agreement because of any reasons caused by Party A.

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2.3  提供的担保合法有效：甲方确保担保人为签署担保合同或履行其在担保合同项下的义务，已经依据法律法规或者公司章程履行了必要的手续；担保人有权以该担保物设立担保；在担保合同上签字的是有权签字人；督促担保人积极办理或者配合乙方办理担保合同核准、登记或者备案手续以及担保的登记手续；担保不存在其他效力瑕疵或者可能产生重大不利变动的情形。

2.3 Guarantee provided is legitimate and effective: Party A confirms that its guarantor has done the necessary procedures in accordance with the laws and regulations or the Articles of Association of the guarantor’s entity in order to sign this agreement and fulfill the obligations under the agreement; guarantor has the right to pledge its assets as collateral; the person who signs this agreement is an authorized person; urge Party A to actively apply or cooperate with Party B for the approval, registration or filing procedures of the agreement; there is no flaws on validity of the agreement because of any reasons caused by Party A; there is no defects on validity of the guarantee or other adverse changes exists.

2.4  诚实信用地履行合同权利义务：依据合同约定的期限、用途、方式等依法使用融资资金，不利用融资从事违法违规的行为；积极配合国家有关主管部门及乙方进行贷后管理及相关检查；按照合同约定及时足额地偿还本息，不采用任何方式逃避债务；进行对外投资、实质性增加债务融资，以及进行合并、分立、股权转让等重大事项前征得乙方同意；发生影响偿债能力的重大不利事项时及时通知乙方；不存在其他违反合同义务的情形。

2.4 Fulfill the rights and obligations with the principal of honesty and good faith: use the loan in a way stipulated by this agreement, including loan term, usage and in what form and not engaged in any illegal activities; actively cooperate with the competent authorities of the State and Party B to conduct post-loan exam and other related inspection; repay the principle and interest in full and on time and not evade any debt payment; Receive Party B’s approval before taking any material actions, including investment, increasing debt financing, merger, spin-off, equity transfer, or others; Notify Party B with any adverse activities that may have negative impact on the capability of Party A’s repayment; There is no other existing breach of contractual obligations.

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2.5  甲方未向乙方隐瞒任何已经发生或正在发生的，可能影响其财务状况和偿债能力的事项，包括但不限于：诉讼、仲裁、其他行政程序或索赔事件。

2.5 Party A has not hide anything, occurred or are occurring, that may affect its financial condition and the capability of repayment from Party B. These including but not limited to litigation, arbitration, other administrative procedures or claim events.

2.6  甲方提供的有关甲方、担保人、股东的文件资料真实、完整、准确、合法、有效，不存在虚假记载、重大遗漏和误导性陈述。

2.6  Party A provides true, completed, accurate, legitimate and effective information regarding its own, guarantor, and shareholders. There is no false information, material omissions and misleading statements provided.

第三条基本条款

Article II Basic Provision:

3.1 币种、金额及期限

3.1 Currency, amount and term

（1）融资币种及金额（大写）：人民币肆仟万元整

(小写)：40,000,000

(1) Currency and Loan (in capital):  RMB FORTY MILLION IN TOTAL

(lower case): 40,000,000

(2)总融资期限（大写）：壹年

(小写)：1年

(2)Loan term (in capital): ONE YEAR

(lower case): 1 year

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融资金额/Loan	发放日期/ Date of loan release	融资期限/Loan term
40,000,000	2012.11.08	1年/ one year

(3) 单笔融资金额及期限：/ Individual loan and term:

3.2  融资用途

3.2  Use of this loan

本合同项下融资用于：发放贷款。

The loan under this agreement: to make loans.

3.3  利率、罚息、复利

3.3  interest, penalty and compound interest

3.3.1  融资利率按以下第  (2)   种方式确定：

3.3.1  The interest rate is set forth below (2nd option):

（1）固定利率：按照（每笔融资提款日/合同签订日）的前一交易日(大写)个月SHIBOR+ bps，直至融资到期日。

(1) Fixed rate: based on the SHIBOR+  bps on the trading day, a day  before (date of origination of individual loan/execution date of this agreement), until the expiration of this loan.

（2）其他：执行固定利率，按照2012年11月7日总行三个月Shibor 3.72%+215bps,直至融资到期日。

（2）Other: fixed rate applied, accrue interest rate at three month Shibor 3.72% + 215 bps issued by the headquarter bank , continuing until the maturity date.

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3.3.2  计息、结息方式

3.3.2  Interest accrual and settlement

3.3.2.1 融资按月结息，结息日为每月的20日。如融资本金的最后一次偿还日不在结息日，则未付利息应利随本清。

3.3.2.1 Interest is accrued monthly and settled on the 20th of the month. Should the date of last repayment is not on 20th of the month, the interest will be calculated on the accrue base and should be repaid together with the outstanding principal.

3.3.2.2  融资到期日为法定节假日、公休日的，正常还款日顺延至法定节假日、公休日后第一个工作日，顺延期间按照约定的计息方式计收利息。

3.3.2.2 If the maturity day is due on a weekend or holiday; the preceding business day will be taken as the maturity day and interest accrues based on the terms agreed upon.

3.3.3  罚息

3.3.3  Penalty for interest

3.3.3.1  甲方未按合同约定的期限归还本金的，乙方对逾期的资金从逾期之日起在约定的融资利率基础上上浮  50    %计收罚息，直至本息清偿为止。

3.3.3.1  If Party A fails to repay the principal on time set forth in this agreement, Party B has the right to increase the existing interest rate by 50% as a late charge, until the outstanding balance together with the accrued interest being fully repaid.

3.3.3.2  甲方未按合同约定的用途使用资金的，乙方对违约使用的资金从违约使用之日起在约定的融资利率基础上上浮   100   %计收罚息，直至本息清偿为止。

3.3.3.2  If the usage of the loan is not in consistence with the agreed purpose of Party A, Party B has the right to increase the existing interest rate by 100% on the amount in violation, until the outstanding balance together with the accrued interest being fully repaid.

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3.3.3.3  同一笔融资资金既逾期又未按合同约定用途使用的，罚息利率按较高者计算。

3.3.3.3  If the loan is deemed both in default and misused, the higher penalty for interest rate will apply.

3.3.3.4  复利

3.3.3.4  Compound rate

甲方未按期支付利息的，乙方从未按期支付之日起按月计收复利。融资到期之日前未按期支付利息的，按合同约定的融资利率计收复利；融资到期之日后，按合同约定的逾期罚息利率计收复利。

If Party A is in default of the interest payment, Party B shall impose an compound rate on a monthly basis over the amount unpaid started from the date of pass due; Upon the expiration of the loan, the compound rate is calculated based the agreed penalty of the interest rate.

3.4  提款、融资资金支付

3.4  Money withdraw and repayment

3.4.1  提款条件

3.4.1  Conditions of withdrawing

甲方提款应当同时具备下列条件：

The withdraw of money by Party A subject to conditions as following:

（1）甲方具备承贷主体资格；其相应决策机构或授权机构已经依法做出同意融资决议，需经有关部门审核的已经获得核准；

（1）Party A has the eligibility acting as a entity to borrower a loan; it has received the approval from the decision-making management or authority to  borrowing decision and has been obtained the approved from authority in the case of necessary.

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（2）已经办妥乙方要求的相关担保手续，且担保合法、有效；

（2）As requested by Party B, Party A has completed all necessary actions to obtain the a guarantee, legally and effectively.

（3）融资资金使用符合法律法规的规定和融资合同约定；

（3）The use of loans shall be in compliance with the applicable laws, policies and agreed in this agreement.

（4）甲方在签订合同时所作的相关承诺，在每次提款时仍然真实、有效，没有发生重大的或者实质性的不利变更，未发生可能影响本合同履行的其他重大不利情形；

（4）The relevant commitments made by Party A during the period of signing this agreement shall remain true and valid during each time of drawing down the loan, with no major changes or occurrence of any negativity and adverse situation happened that may affect the execution of this agreement.

（5）其他约定： 

。

（5）Other terms: 

.

3.4.2 提款时间、方式

3.4.2  Timing and manner of withdrawing

3.4.2.1  甲方应根据实际用款需求提取借款，具体提款计划如下：

_______________________________________________________________________________________________________________________________

。其中，首笔融资必须于__年__月__日之前提取，最后一笔融资必须于__年__月__日之前提取。

  3.4.2.1 Based on the actual needs, Party A draws down on the loan, and below is the schedule of withdraws:

_______________________________________________________________________________________________________________________________

. First withdraw shall be made before  , and the last withdraw shall be made before.

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3.4.2.2  甲方应按约定的日期和金额提清融资。如甲方需对提款时间进行调整，应提前日向乙方提出申请，经乙方同意后进行调整。甲方未按照合同约定的提款计划办理提款手续，乙方可以取消或部分取消未提取的融资资金，并可以重新确定是否发放融资资金以及提款条件。

3.4.2.2  Party A shall withdraw in the amount and date agreed upon by both parties. If needed, Party A shall make a request ___ days ahead of the schedule to make a adjustment to the timing and the adjustment is only valid after the receipt of Party B’s approval. If Party A is not in compliance with the schedule to withdraw loan, Party B may cancel, partially or fully, its remaining loan and may reconsider the loan application and condition of withdraw.

3.4.3  融资资金支付

3.4.3  Loan advanced

3.4.3.1  甲方在乙方处开立如下账户作为融资发放账户，融资的发放和支付应通过本账户办理。

户名：吴江市鲈乡农村小额贷款股份有限公司

账号：10545801040008669

3.4.3.1  Party A opened an account at Party B’s bank for the loan financing,  all advancing and repayments shall be conducted using this account.

Account name: Wujiang Luxiang Rural Microcredit Co., Ltd

Account number: 10545801040008669

3.4.3.2  甲方应按乙方的要求告知融资资金支付情况，并按乙方要求及时提供资金使用记录、交易合同、____________________等相关资料。乙方可以通过账户分析、凭证查验、现场调查等方式核实资金支付是否符合约定用途。

3.4.3.2  Upon the request, Party A shall inform Party B of the fund advance payments, and provide the information of fund use, transaction contracts, and other relevant information. Party B shall verify the information by conducing account analysis, voucher inspection, on-site investigation, and other methods to ensure the use of loan is in consistent with the purpose stipulated in this agreement.

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3.4.3.3  甲方发生信用状况下降、主营业务盈利能力不强、融资资金使用出现异常、未按约定及时提供融资资金使用记录等相关资料等情形，乙方可以停止提供融资资金。

3.4.3.3  If Party A’s credit rating deteriorated, or show weakness in its profitability from the core business, abnormal loan usage, or delayed in providing the information of loan use, Party B can stop to provide the loan.

3.5  资金回笼账户

3.5 Loan repayment Account

3.5.1  甲方指定下列账户为资金回笼账户：

户名：吴江市鲈乡农村小额贷款股份有限公司

账号：10545801040008669

3.5.1 Party A instructed the repayment account as follows:

Account name: Wujiang Luxiang Rural Microcredit Co., Ltd

Account number: 10545801040008669

3.5.2  乙方有权对上述资金回笼账户采取以下监管措施，甲方未按乙方要求履行受监管义务的，乙方可以采取第5.3条约定的救济措施：

3.5.2 Party B has the right to monitor the above repayment account by taking the following measures. Party B shall take the action written in section 5.3 if Party A fails to fulfill its obligation to be monitor by Party B.

（1）  要求甲方及时提供资金回笼账户中资金进出情况的报告；

（1）  Request Party A to provide the cash flow report of the repayment account in time;

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（2）要求甲方书面详细说明资金回笼账户中大额及异常的资金流入流出情况；

（2）Request Party A to provide a written detailed description to explain the cash inflows and outflows with significant amount or abnormal items;

（3）其他：____________________________________________________________________________________________________________

____________________________________________________________________________________。

（3）Others: ____________________________________________________________________________________________________________ 

                                                                                                                                                                                                     .

3.6  指标监管

3.6  Criteria of Monitoring

甲方发生下列情形的，甲方应按乙方要求落实乙方认可的债务保障措施，否则，乙方可以采取第5.3条约定的救济措施：

In the events as listed below taken by Party A, Party A shall provide Party B the loan protection acceptable and approved by Party B. Otherwise Party B may take the action written in section 5.3, relief:

（1）  不良贷款率达到  --  %以上；

（1）Ratio of problematic loan is move than  --  %;

（2）资产损失准备充足率低于  --  ；

（2）Loan loss reserve adequacy ratio is less than   --  ;

（3）单一客户贷款余额超过资本净额的  5%  ；

（3）Loan balance of a single customer exceeds 5% of the net capital;

（4）单一集团客户贷款余额超过资本净额的  10%  ；

（4）Loan balance of a single group exceeds 10% of the net capital;

（5）期限超过一年的贷款余额超过资本净额的  30% ；

（5）Total loan balance with loan term more than one-year exceeds 30% of the net capital;

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（6）采用信用方式发放的贷款余额超过资本净额的  --  ；

（6）Outstanding balance of non-secured loan exceeds --   of the net capital;

（7）从银行业金融机构获得融入资金的余额超过资本净额的 --  ；

（7）Loans borrowed from bank financial institutions exceeds -- of the net capital;

（8）其他：____________________________________________________________________________________________________________

。

（8）Others: ____________________________________________________________________________________________________________

                                                                                                                                                                                                                                                                                            .

3.7  还款

3.7  Repayment

3.7.1  还款方式

3.7.1  Repayment

3.7.1.1  甲方应不迟于每一笔本息到期前个银行工作日在以下还款账户中存入足额资金，并地授权乙方从该账户划收。

3.7.1.1  Party A shall deposit enough money into the repayment account as listed below ___ days before the due day of each due principal and accrued interest and grant Party B the irrevocable right to deduct the money to repay both principal and interest.

户名：吴江市鲈乡农村小额贷款股份有限公司

Name:  Wujiang Luxiang Rural Microcredit Co., Ltd.,

账号：  10545801040008669

Account No. ：  10545801040008669

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3.7.1.2甲方未按约定偿还本合同项下到期（包括被宣布立即到期）债务的，乙方有权从甲方开立在中国农业银行其他分支机构的所有账户中扣收相应款项用以清偿，直至甲方在本合同项下的所有债务全部清偿为止。

 3.7.1.2  In the event Party A is in default on the due debt (including the unpaid amount being claimed to be immediate due), Party B has the right to deduct money from the account Party A opened at Party B to repay the due debt to the extend the amount is fully repaid.

3.7.1.3  乙方依照法律规定或者合同约定行使抵销权的，甲方异议期间为七日，自乙方以书面、口头或者其他形式通知甲方之日起计算。

 3.7.1.3  According to the applicable laws and policies, Party B can  exercise offset right and Party A has a seven- days objection period started from date of the receipt of the oral, written or in other form of notice from Party B.

3.7.2  还款顺序

3.7.2  Repayment schedule

3.7.2.1  甲方的还款，除双方另有约定外，按以下顺序清偿：

3.7.2.1  Unless otherwise agreed by both parties, Party A shall make the repayment following the schedule as following:

（1）甲方与乙方之间存在数笔到期债务，且甲方的还款不足以清偿全部到期债务的，甲方的给付所清偿的债务及抵充顺序，由乙方确定；

（1） If there are several loans have come due between Party A and Party B, and fund available of party A is insufficient to repay all matured loans, Party B shall decide on the schedule of the repayments.

（2）乙方依照法律规定或者合同约定，对甲方行使抵销权的，所抵销的债务及抵充顺序，由乙方确定；乙方依法行使代位权时，次债务人向乙方的给付所清偿的债务及抵充顺序，由乙方确定。

（2）In accordance with the applicable laws and regulations or the agreement, Party B shall decide on the schedule of offset when exercising the offset right; In the event Party B has the subrogation right, Party B has the right to decide the schedule of repayment made by secondary obligor.

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3.7.2.2  甲方的还款不足以完全清偿应付款项的，乙方可以选择将还款用于清偿本金、利息、罚息、复利或实现债权的费用。

3.7.2.2  If the repayments made by Party A are insufficient, Party B shall decide on the allocation of the repayment to pay off principle, interests, penalty interests, compound intersts, and expenses for realization the creditor's right.

3.7.3  提前还款

3.7.3  Early Repayment

3.7.3.1  甲方提前还款，应提前日向乙方提交书面申请，经与乙方协商一致后，可以提前还款。提前还款的清偿顺序适用第3.7.2条的约定。

3.7.3.1  Party A shall submit a written request to Party B

days in advance, and early repayment shall be only made after the agreement reached. The schedule of early repayment is applicable to section 3.7.2.

3.7.3.2  甲方提前还款时，对提前还款部分按以下第种方式计收利息，利随本清：

3.7.3.2  In the event that Party A makes the early repayment, the interest on the subject amount shall be calculated by and be paid along with the principle:

（1）  按实际融资期限和约定利率计收利息；

（1）The interest shall be calculated based on the actual loan term and agreed interest rate;

（2）按实际融资期限在合同约定利率基础上上浮％计收利息；

（2）the interest shall be calculated by actual loan term and increased interest rate of __________％;

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（3）其他：。

（3）Others: .

3.7.3.3  甲方提前还款的，归还本金不得少于万元且应是 ___________________万元的整数倍。

3.7.3.3  In the event Party A intends to repay loan ahead of the schedule, the repaid principle shall be not less than and shall be multiple of .

3.7.3.4  甲方提前归还部分款项的，尚未归还的款项仍按本合同约定的融资利率计付利息。

3.7.3.4 In the event Party A repay partial of loan in advance, the interest rate on the remaining outstanding loan remains the same with this agreement.

3.8  融资凭证（借款凭证）

3.8  Loan Record (loan voucher)

融资凭证（借款凭证）为本合同的组成部分。本合同未记载，或者记载的融资金额、提款金额、还款金额、融资资金发放日期与到期日期、融资期限、融资利率、融资用途与融资凭证（借款凭证）记载不一致时，以融资凭证（借款凭证）的记载为准。

Loan record (loan voucher) is a part of this agreement. If any un-recorded or recorded financing amount, withdraw amount, repayment amount, fund distribution date, maturity date, term, interest rate, and use of proceed are not consistent with loan record (loan voucher), loan record (loan voucher) shall prevail.

3.9  担保

 3.9  Guarantee

3.9.1  本合同项下融资的担保方式为：最高额保证                                                                                                                                       

__________________________________________________________________________________________________________

。

3.9.1  The guarantee under this agreement is made by：  the maximum amount of guarantee

                                                                                                                                                                                                                                                        .

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3.9.2  担保合同由乙方与甲方、担保人另行签订。若采取最高额担保方式担保的，担保合同的编号为：    32100520110014310                     。

3.9.2   Guarantee agreement is signed by Party A, Party B, and guarantor in a separate agreement. If using the maximum amount of guarantee, the number of Guarantee agreement is:      32100520110014310

3.10  权利义务

3.10  Rights and obligations

3.10.1  甲方的权利与义务

3.10.1  Party A’s right and obligation

（1）按照合同约定提取融资资金；

（1）Draw down the loan advanced by the Lender；

（2）按时、足额归还融资资金本息；

（2）Repay the due principal and interest on time

（3）按照法律法规规定或者合同约定的用途和方式使用融资资金，不得将资金用于固定资产、股权等投资，不得用于向甲方股东或实际控制人发放贷款，不得用于国家禁止生产、经营的领域和用途；

（3）The use of loan should be in compliance with the purpose provisions of this agreement and the applicable laws and policies. It is not allowed to invest the money into securities, fixed assets and others, and it cannot be used to make a loan to shareholders or actual controllers of Party A, and it is not allowed to be used in other areas, such as manufacturing, operation that prohibited by the government.

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（4）接受并积极配合乙方及其委托人对财务活动、融资资金使用情况及其他相关事宜进行监督、检查；应乙方要求按月提供财务报表、经营分析报告、大额贷款情况等资料；及时报送不良资产的发生和收回情况，融资资金使用情况以及乙方要求的其他相关资料、信息；

（4）Work closely with Party B and its representative and provide support if needed to assist Party B oversight Party A’s financial operation, use of the loan and other related issues; Upon request, Party A should provide Party B with monthly financial statement, business operation summary and report on large loan; Party A also shall provide Party B with report on default and collection of problem loan, use of the loan and other information;

（5）在融资资金使用条件满足前，甲方发生被有权机关查询、冻结或者扣划等情形，或者第三人向甲方主张权利的，甲方应立即通知乙方。

（5）Subject to the loan used in a way as agreed, Party A should notify Party B immediately if Party A confronts any of events, including government investigation, the property being frozen or deducted, or in case of any claim by third party.

（6）甲方实施下列行为，应提前书面通知乙方，并经乙方同意，乙方可以参与实施：

（6）Party A should provide an advanced written notice to party B in the event that Party A intends to take actions as listed below, and receives the approval from Party B, Party B may participate in these actions:

① 实施承包、租赁、股份制改造、联营、合并、兼并、并购、分立、减少注册资本、合资、主要资产转让、重大对外投资、发行债券、大额融资、重大关联交易、申请停业整顿、申请解散、申请破产等；

①Implementation of contracting, leasing, joint ventures, mergers, acquisitions, separation, reduction of the registered capital, joint ventures, transfer of major assets, making big investment, issuing bonds, big fund-raise, material related party transactions, applying for suspension for rectification, application for dissolution and filing for bankruptcy;

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② 为他人债务提供大额保证担保或以其主要财产向第三人抵押、质押，可能影响甲方偿债能力的；

②Provide guarantee against a significant debt of others or pledge its core assets as collateral to third party, which may affect the capability to make repayment;

③ 甲方足以引起本合同债权债务关系发生重大变化或者影响乙方债权实现的其他重大不利情形；

③ Other events of Party A engages may be significant enough to cause the big change to the obligatory relationships of the Parties and have a negative impact of the realization of Party B’s credit right;

（7）甲方发生以下事项时，应于事项发生5日内书面通知乙方：

（7）Party A should notify Party B in writing five days before takes any of  actions as listed below:

① 甲方及其法定代表人、主要负责人或者实际控制人从事违法活动；

① Party A, its legal representative, person in charge or actual controlling person engage in any illegal activities;

② 停产、歇业、注销、被吊销营业执照、被撤销等；

② Discontinued, suspend, close, revoked the business license or to be revoked;

③ 财务状况恶化、生产经营严重困难或发生重大不利纠纷；

③ Deteriorating financial performance, significant difficulties facing the business or other unfavorable legal disputes;

④ 甲方可能对债权实现有不利影响的其他事项。

④ Other matters of Party A may have a negative impact on its capability to make the payment.

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（8）甲方发生以下事项时，应于事项发生7日内书面通知乙方：

（8） Party A should notify B seven days in advance for the following actions it takes

①  隶属关系变更、高层人事重大变动、组织结构重大调整；

①Significant changes to the subordinated relationship, senior management team and organizational structures;

②  名称、住所地、经营范围等工商登记事项或者特许事项发生重大变更；

② Changes to the items on the registration statement, including name, place of residence and business scope or other significant events;

③  增加注册资本、对公司章程内容进行实质修改；

③ Increase registered capital, substantive modifications to the articles;

④  甲方可能影响债务履行的其他重要事项的变更;

④Other important matters of Party A that may affect its capability to make repayment;

（9）甲方及其投资者不以抽逃资金、转移资产或擅自转让股份等任何方式逃避对乙方的债务，不从事损害乙方利益的其他行为；

（9）Party A and its investors cannot involve in any activities such as  withdrawing capital, transferring assets and shares to avoid debt payment to Party B, and not to engage in any activity that may harm the interest of Party B;

（10）法律法规规定或者双方约定的其他权利义务。

（10）Other agreed obligations and rights under the laws and regulations

3.10.2  乙方的权利与义务

3.10.2  Party B’s rights and obligations

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（1）按期、足额向甲方提供融资资金，但因甲方自身原因或其他非乙方原因造成迟延的除外；

（1）Advance loan to Party A in full amount on schedule and this shall not apply to the delay caused by Party A or others, not by Party B.

（2）有权根据甲方资金回笼情况提前收回融资资金；

（2）Party B has the right to collect loan before due day based on its assessment of to the loan collection and repayment of Part A;

（3）有权以现场与非现场方式的方式了解、监督、检查甲方生产经营、财务状况、贷款发放、风险管理和融资资金使用等方面的情况，查看甲方相关业务系统并打印材料，并要求甲方提供相关的文件、资料和信息；

（3）Party B has the right, through on-site visit or off-site communication, to understand, monitor, and exam Party A’s operation and financial performance, loan origination, risk management, and the use of loans, as well as to exam its related operating system and print materials if needed, and ask Party A to provide related document, material and information;

（4）对甲方发生可能影响融资安全或者债务履行情形的，或者保证人发生停产、歇业、注销登记、被吊销营业执照、破产、被撤销以及重大经营亏损等可能导致其部分或全部丧失相应的担保能力的情形，或者作为融资担保的抵押物、质押物价值减少、意外毁损或灭失等危及担保实现情形的，乙方可以要求甲方限期改正、落实债权保障措施、提供其他有效担保，或者调减、撤销甲方融资额度、停止提供融资资金、宣布本合同及其他合同项下款项提前到期、提前收回融资资金等；

（4）Party B may ask Party A to rectify within a limited time frame, implement effective measures to ensure the loan collection, provide additional guarantee, or reduce or terminate the credit line with Party A, suspend the advancing loan, claim the immediate due of unpaid principal and accrued interest, collect loan before its due and others in the event Party B has doubts over Party A’s capability to make repayment, or guarantor confronts business discontinuances, suspension, cancellation of registration, be revoked of its business license, bankruptcy or significant loss of business, that may have a negative impact on guarantor’s ability, partially or totally, to perform its obligation as a guarantor; or in the case of collateral, the value of the collateral is deteriorated, damaged or missed that will have a negative impact on the realization of its value for recovery.

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（5）法律法规规定或者双方约定的其他权利义务。

（5）Other rights and obligations suggested by the applicable laws and policies or agreed by both Parties.

3.10.3  其他义务

3.10.3  Other obligations

3.10.3.1  各方对合同签订、履行过程中获得的对方商业秘密以及其他与利益相关的信息等负有保密义务；除非法律法规另有规定，未经对方同意，不得向任何第三方披露或泄露上述信息。

3.10.3.1  Any confidential information gained during the signing and execution of this agreement or other information may have economic effect should be kept confidential by the receiving party; unless otherwise specified by the government laws and policies, the receiving party is not allowed to disclose or divulge such information to a third party.

3.10.3.2  合同权利义务终止后，各方都应当依据诚实信用原则履行必要的通知、协助等义务。

3.10.3.2  After the termination of right and obligation of this agreement, both parties shall fulfill the obligation of notification and assistance if needed, under the principle of honesty and good faith.

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第四条补充条款

Article IV Supplementary Term

双方补充约定如下：____________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________。

Both parties agree the supplementary terms are as follows:

_____________________________________________________________________________________________

_____________________________________________________________________________________________

_____________________________________________________________________________________________。

第五条法律责任

Article V  Legal Liability

5.1  甲方的下列行为，均构成违约：

5.1  Any actions below if taken by Party A shall constitute an event of default:

（1）违反合同约定的义务；

（1）Breach of contractual obligations

（2）未履行本合同第二条所作的承诺；

（2）Fail to fulfill the commitment under the Article II of this agreement

（3）明确表示或者以行为表明不愿清偿其已到期或未到期债务；

 （3）Precisely express or indicate by its action that Party A is not willing to pay the due debt or debt that not due yet.

（4）未履行或者未完全履行甲方与乙方签订的其他合同项下义务的，乙方宣布甲方构成违约的；

（4）Fail to fulfill, partially or in full, all obligations under the agreement signed by Party A and Party B. Party B shall declare Party A is in defaults.

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（5）甲方不履行或者不完全履行合同的其他情形。

（5）Other instances stipulated in this agreement that Party A fails to fulfill, partially or in full.

5.2 有下列情形的，乙方可以解除本合同以及双方签订的其他合同：

5.2 Party B may terminate this agreement and other agreements signed by both Parties if any of the following occurs:

（1）甲方或者保证人违约；

 （1）Party A or its guarantor are in default;

（2）甲方或者保证人还款能力可能发生重大不利变化；

 （2）The capability of Party A and its guarantor repayment is deteriorating  significantly;

（3）抵押物、质押物可能遭受重大损害或者价值减损；

（3）Collateral or mortgage may be damaged or lose its value;

（4）国家政策发生可能对融资安全产生重大不利影响的调整；

（4）Changes to the government policy adjustments that may pose significant adverse effects to loan collection;

（5）甲方对其他债权人发生重大违约；

（5）Party A is default on other creditors;

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（6）法律规定或者双方约定可以解除合同的其他情形。

（6）Other conditions that either required by the applicable laws or policies or agreed by both parties under which the agreement may be terminated.

乙方解除合同的，甲方的异议期间为七日，自乙方以书面、口头或者其他形式通知甲方之日起计算。

In the event that Party B terminate the agreement, Party A shall dispute within seven days after the receipt of the oral, written or in other form of notice from Party B.

5.3  发生第5.1条、第5.2条所述情形的，乙方可以采取以下救济措施：

5.3  In the event of the occurrence of any activities in article 5.1 or 5.2, Party B shall seek a remedy as following:

（1）要求甲方、担保人限期纠正违约行为或者其他不利于融资安全的情形，落实其他债务保障措施或者提供其他有效的担保；

（1）Party B may require Party A and its guarantor to rectify the breach or other action that adversely affect the loan collection, implement other measure to protect debt repayment, or provide other effective guarantees within certain time.

（2）对甲方未按约定使用、归还融资资金或未按约定支付应付利息的，按合同约定计收罚息和复利，直至本息清偿为止；

（2）An penalty interest and compound interest rate will be charged if Party A fails to use the loan in a way stipulated in this agreement, until Party A pays off all principal and accrued interest.

（3）调减、撤销甲方融资额度，停止提供融资资金，提前收回已发放融资资金，宣布甲方与乙方签订的其他融资合同项下融资到期；

（3）Reduce or revoke the credit line, stop to provide loan, collect loan that not due, and to claim immediate due of unpaid principal and accrued interest under other loan agreements;

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（4）对甲方行使抵销等法定或者约定的权利；

（4）Party B shall exercise its offset right under the applicable law or the agreement reached by both parties;

（5）要求甲方承担损害赔偿及其他法律责任；

（5）Request Party A to pay compensatory damages and in favor of Party B and take other legal responsibility;

（6）采取相应的资产保全措施及其他法律措施；

（6）Take the appropriate measures to protect assets and other legal actions;

（7）对甲方的违约行为，可以公开披露；

（7）Disclose Party A’s default to the public;

（8）其他救济措施

（8）Other relief：_________________________________________________________________________

_____________________________________________________________________________________________。

5.4  因甲方违约致使乙方采取诉讼或仲裁等方式实现债权的，乙方为此支付的诉讼费、律师费、差旅费、执行费、评估费及其他实现债权的一切费用由甲方承担。

5.4  Party A shall bear all the expenses paid by Party B such as court fees, counsel fees, travel expenses, execution fees, appraisal feed and other fees, as a result of legal and arbitration action Party B takes to recover the loan due to Party A’s violation and default.

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5.5  在甲方履行本合同约定义务的前提下，乙方未按期足额向甲方提供融资资金，应当赔偿甲方因此遭受的实际损失。

5.5  Party B should take the responsibility if it fails to provide funds in time to Party A.

第六条其他事项

Article VI  Other matters

6.1  通知

6.1  Notification

本合同项下通知及各种通讯联系按本合同记载的通讯地址、电传号或其他联系方式送达对方，一方联系方式发生变化应及时通知另一方。

Any notice or other communication to be given hereunder to any of the parties hereto to the mailing address, telephone number or other venues as set forth in this agreement. In the event any changes to the contact information, the party shall inform the other party promptly.

6.2  乙方或中国农业银行可根据经营管理需要授权或委托中国农业银行其他分支机构履行本合同项下权利和义务，或将本合同项下融资划拨归中国农业银行其他分支机构承接管理，甲方对此表示认可，乙方的上述行为无需再征得甲方同意。

6.2  Party B or Agriculture Bank of China may authorize or consign its other subsidiaries to fulfill the right and obligation of this agreement, or transfer the loan to the other subsidiaries to manage. Party A hereto acknowledge this matter and Party B can exercise the right at its own discretionary without receiving prior consent from Party A.

6.3  信息披露

6.3  Information disclosure

乙方有权依据相关法律法规或金融监管机构的要求，将与本合同有关的信息（包括但不限于融资资金逾期信息等）和甲方的其他相关信息提供给中国人民银行征信系统和其他依法设立的信用信息数据库，供适格的机构或个人查询、使用。任何适格第三方因信赖或使用上述信息对甲方造成不利影响或损失的，乙方不因此承担任何形式的责任。

In light of the applicable laws and policies and request by the financial regulators, Party B may disclose information of this agreement (including but not limited to the information on past due) or Party A’s other related information to the credit verification system of the People's Bank of China or other credit verification information database for inquiry and use by eligible entities or individuals. Party B will not take any responsibility to Party A’s loss or adverse impact as a result of the eligible third’s trust and using those information.

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6.4在本合同有效期内，如果任何法律法规、国家政策或监管规定的颁布或修改，导致乙方无法继续履行本合同或本合同部分条款的，乙方有权取消尚未发放的融资资金，并根据上述相关规定采取乙方认为必要的其他措施。

6.4During the term of this agreement, in the event that there are any changes or amendment to the government laws and policies, or other regulations, Party B is unable to continue to carry out the contract, partially or in full, Party B has the right to suspend the unreleased loan and take other necessary actions.

6.5  乙方可依据乙方按照法律法规确定的项目和标准等内容收取费用，双方另有约定的除外。乙方依据法律法规调整费用项目和标准等内容的，公示后可不再另行通知甲方，法律法规另有规定或双方另有约定的除外。

6.5  Party B may charge relevant fees according to the items and standard stipulated by the applicable laws and policies, unless otherwise agreed by both parties. After the public announcement, without any prior notification to Party A, Party B may make adjustments to the fees in terms of items to charge and standard to apply, unless otherwise stipulated by the applicable laws and policies.

双方为履行本合同需向第三方支付的费用由双方协商确定承担。未协商或协商不成的，由双方依据法律法规或按照公平原则承担。

Any fees incurred related to the execution of this agreement should be bear based on the discussion and agreement between two parties. For the unsettled amount, both parties shall share under the principle of fairness or applicable laws.

6.6  争议解决

6.6  Dispute resolution

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6.6.1  发生争议的，由双方协商解决；协商不成的，按第种方式解决：

6.6.1  In the event of any dispute, both Parties shall endeavor to resolve the matter through negotiation. If the dispute is unable to be solved through negotiation, it shall be resolved by ____:

(1)  向乙方所在地人民法院提起诉讼；

(1)  Bring a lawsuit to the People's court where Party B is located;

（2）提交（仲裁机构全称）按其仲裁规则进行仲裁。

（2）Submit to (name of arbitration association) in accordance with its arbitration rules of procedure.

6.6.2  诉讼或者仲裁期间，本合同不涉及争议的条款继续履行。

6.6.2 During the course of litigation or arbitration, the non-disputed provision of this agreement should be continuously executed by both parties.

6.7  合同效力

6.7  Effect of this agreement

6.7.1  本合同自融资双方签字或盖章之日起生效。

6.7.1  The agreement is effective as of the date when the two parties sign.

6.7.2  签约地点: 苏州吴江。

6.7.2  Signed at： Wujiang Suzhou                        .

6.7.3  本合同未尽事宜，由双方另行协商确定。

6.7.3  Both parties shall negotiate the unforeseeable issues friendly and cooperatively

6.7.4  本合同一式捌份，甲方壹份，乙方壹份，担保人各壹份，具有同等效力。

6.7.4  This agreement shall be written in   8  copies with equal legal effect: Party A  1 copies, Party B  1  copies, and the guarantor  1  copies.

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甲方声明：乙方已依法向我方提示了相关条款（特别是黑体字条款），应我方要求对相关条款的概念、内容及法律效果做了说明，我方已经知悉并理解上述条款。

Party A disclaim: Party B has point out related articles (especially those in bold) and explain the concept, content and legal effect to us upon our request. We hereto acknowledge and agree to the above provisions.

甲方（签章）吴江市鲈乡农村小额贷款股份有限公司  (签章)

Party A (Signature): Wujiang Luxiang Rural Microcredit Co., Ltd. (seal)

法定代表人/负责人: 秦惠春（签名）

或授权代理人：秦惠春 (签章)

Legal representative/person in charge： Qin Huichun (signature)

Or authorized representative: Qin Huichun (seal)

 2012   年  11   月  08   日

Date:  November 8, 2012

乙方（签章）中国农业银行股份有限公司吴江市支行 (签章)

Party B（seal）: Agriculture bank of China, Wujiang Branch

负责人：陆铭 (签名)

或授权代理人：陆铭(签章)

Person in charge: Lu Ming (signature)

Or authorized representative: Lu Ming (seal)

2012   年  11   月  08   日

Date:  November 8, 2012

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Schedule A

						货币单位 ：人民币元
						Unit: RMB
贷款单位  Lender	贷款合同号  Loan Contract No.	利率 Interest rates	借款日期 Date of loan	到期日 Maturity Date	本年借款 Loan this year	年末余额 At the end of balance
中国农业银行股份有限公司吴江市支行 Wujiang Branch of Agricultural Bank fo China	32010120120019200	5.82%	2012.09.18	2013.09.17		35,000,000.00
中国农业银行股份有限公司吴江市支行 Wujiang Branch of Agricultural Bank fo China	32010120120022400	5.87%	2012.11.08	13.11.07		40,000,000.00
中国农业银行股份有限公司吴江市支行 Wujiang Branch of Agricultural Bank fo China	32010120120023500	6.00%	2012.11.22	13.11.21		35,000,000.00
中国农业银行股份有限公司吴江市支行 Wujiang Branch of Agricultural Bank fo China	32010120120025100	6.04%	2012.12.13	13.12.12		20,000,000.00
合计：						130,000,000.00

EX-23

Exhibit 23.1

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM'S CONSENT

We consent to the inclusion in this amended draft Registration Statement on Form S-1 dated April 22, 2013 of China Commercial Credit, Inc. of our report dated April 22, 2013, with respect to our audits of China Commercial Credit, Inc. and its subsidiaries, specifically the consolidated balance sheets of China Commercial Credit Inc. as of December 31, 2012 and 2011, and the related consolidated statements of income and comprehensive income, changes in shareholders' equity and cash flows for the years then ended, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading "Experts" and "selected financial data" in such Prospectus.

/s/Marcum Bernstein & Pinchuk LLP

Marcum Bernstein & Pinchuk LLP

New York, New York

April 22, 2013

EX-99

Exhibit 99.1

www.dachenglaw.com 北京市东直门南大街3号国华投资大厦12/15 层（100007） 12/F-15/F, Guohua Plaza, 3 Dongzhimennan Avenue, Beijing 100007, China Tel: 8610-58137799  

To: China Commercial Credit, Inc.

From: Dacheng Law Offices

【Closing Date】, 2013

We are qualified lawyers of the People’s Republic of China (the “PRC”, for the purpose of this Opinion, excluding Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province) and are qualified to issue this Legal Opinion (the “Opinion”) based on the PRC Laws.

We have acted as the PRC legal counsel for China Commercial Credit, Inc. a Delaware corporation (“CCC”, “Company”), Wujiang Luxiang Information Technology Consulting Co., Ltd., a PRC company (“WFOE”) , and Wujiang Luxiang Rural Microcredit Co., Ltd., a domestic company incorporated under the PRC Laws  (“WLRM”), in connection with the offering of shares of the Company’s common stock (the “Common Stock”) by the Company (the “Offering”) on a registration statement on Form S-1, including all amendments and supplement thereto (the “S-1”).

In this capacity, we have studied the relevant PRC Laws (as defined below) and examined the originals or certified copies or otherwise identified to our satisfaction, of documents provided to us by the Company and such other documents, corporate records, licenses, certificates issued by the relevant government departments of the PRC and officers of the Company and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.

1

In our examination of these documents, we have assumed, that

(a) all documents submitted to us as copies conform to their originals and all documents submitted to us as originals are authentic;

(b) all signatures, seals and chops on such documents are genuine; and

(c) all facts and information stated or given in such documents other than legal conclusions are true and correct.

For the purpose of this legal opinion, we have also relied on factual representations and confirmations made by the Company with respect to the business currently conducted thereby.

This legal opinion is rendered on the basis of the PRC Laws effective as at the date hereof and there is no assurance that any of such laws will not be changed, amended or replaced in the immediate future or in the longer term with or without retrospective effect. Any such changes, amendments or replacement may be made by an order of the President of the PRC or the State Council or, in the case of administrative, regulatory and provincial laws and regulations, by the relevant administrative, regulatory or provincial bodies and may become effective immediately on promulgation.

We do not purport to be an expert on and to be generally familiar with or qualified to express legal opinions based on any laws other than the PRC Laws. Accordingly, we express and imply no opinion herein based on the laws of any jurisdiction other than the PRC. Based on and subject to the foregoing, we are of the opinion that:

The following terms as used in this opinion are defined as follows:

2

(a) “Governmental Agencies” mean any court, competent government authorities or regulatory bodies or any stock exchange authorities of the PRC;

(b) “Governmental Authorizations” mean all approvals, consents, waivers, sanctions, authorizations, filings, registrations, exemptions, permissions, endorsements, annual inspections, qualifications and licenses required by the applicable PRC Laws and/or the competent Governmental Agencies;

(c) “Material Adverse Effect” means any material adverse change, in or affecting the general affairs, management, business, properties, financial position, shareholders’ equity, results of operation, or prospects of the Company, WFOE and WLRM taken as a whole;

(d) “PRC Laws” mean all laws, regulations, statutes, rules, orders, decrees, guidelines, notices, judicial interpretations, subordinary legislations of the PRC (other than the laws of the Hong Kong Special Administrative Region, Macao Special Administrative Region and Taiwan Province);

Based on the foregoing, we are of the opinion that:

1.   WFOE has been duly incorporated;  all  of  the  equity  interests  of  WFOE  are  owned  by CCC International Investment Holding Limited, a Hong Kong company, which is owned by CCC International Investment Limited, a BVI company and wholly owned subsidiary of the Company. After due and reasonable inquiries, such equity interests are free and clear of all liens, encumbrances, security interest, mortgage, pledge, equities or claims or any third-party right. The Articles of Association of WFOE comply with the requirements of applicable PRC Laws and are in full force and effect. WFOE obtained its business license on September 26th 2012 which states that its registered capital is USD 10 million. According to PRC Laws, 15% of the US$ 10 million registered capital is required to be contributed within three months and the remainder be contributed within two years after the business license is granted, i.e., the shareholder of WFOE shall contribute USD 1.5 million prior to December 25th, 2012. The Company has not made such contribution as of the date of this Opinion. Based on our oral inquiries with the local Commission of Commerce of Wujiang, we were told that the competent authority would refrain from taking specific administrative measures against us until June 30, 2013. Further extension may be approved in the event this Offering is not consummated by then.

3

2.   WLRM has been duly incorporated and validly exists as a domestic enterprise with limited liability applicable under the PRC Laws and its business license is in full force and effect. According to Opinions of the General Office of the People’s Government of Jiangsu Province on Carrying out the Pilot Work of Rural Microfinance Organizations (Trial Implementation) (“Jiangsu Document No. 142”), the number of shareholders shall not exceed 10. Guidance on Microcredit company Pilot (Yin Jian Fa [2008]23) (the “Circular 23”) issued by PBRC and the PBOC on May 4, 2008 and effective on May 4, 2008 require the number of shareholders of a microcredit company with limited liability by stock shall not exceed 200.  Since Circular 23 is issued later than Jiangsu Document No. 142, we  believe the regulation set forth in Circular 23 shall prevail.  In addition, the establishment of WLRM is approved by Finance Office of Jiangsu province which is the governing authority of the micro‐credit companies.

3.   All  of  the  equity  interests  of  WLRM  are  owned  by Mr Qin Huichun, Xin Shen Group Co. Ltd., Su Zhou Ding Li Real Estate Co. Ltd., Wu Jiang Sanlian Dyeing Co. Ltd., Viva Group Co. Ltd., Tong Ding Group Co. Ltd., Wu Jiang Hui Xin weaving Co. Ltd., Yong Ding Group Co. Ltd., Heng Tong Group Co. Ltd., Hao Yun Lai Group Co. Ltd., Eastern Hengxin Capital Holding Group Co. Ltd., and Jiang Su Kelin Group Co. Ltd., (collectively, the “WLRM Shareholders”). After due and reasonable inquiries, such equity interests, other than the pledge by the WLRM Shareholders to WFOE pursuant to the Share Pledge Agreement dated September 26, 2012 among the WLRM Shareholders, WFOE and WLRM, are free and clear of all liens, encumbrances, security interest, mortgage, pledge, equities or claims or any third-party right. All the required amount of the registered capital of WLRM has been paid in accordance with the relevant PRC Laws and WLRM’s Articles of Association. The Articles of Association of WLRM comply with the requirements of applicable PRC Laws and are in full force and effect.

4. The ownership structure of WFOE complies with current PRC Laws. The transactions conducted in the PRC involving WFOE relating to the establishment of such ownership structure complies with current PRC Laws. After due and reasonable inquires, WFOE’s business and operations comply in all material respects with the PRC Laws and no further consent, approval or license other than those already obtained is required under the existing PRC Laws for its ownership structure, businesses and operations.

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5.   WFOE, WLRM and WLRM Shareholders entered into Exclusive Business Cooperation Agreement, Share Pledge Agreement, Exclusive Option Agreement Power of Attorney and Timely Reporting Agreement dated September 26, 2012 (the “VIE Agreements”).  Each of the VIE Agreements has been duly authorized, executed and delivered by WFOE, WLRM and each WLRM Shareholder, and all required Government Authorizations in respect of the VIE Agreements to ensure the legality and enforceability in evidence of each of the VIE Agreements in the PRC have been duly obtained and is legal, valid and enforceable and each of WFOE, WLRM and each WLRM Shareholder has, to the extent applicable, taken all necessary corporate actions to authorize the performance thereof; each of WFOE, WLRM and each WLRM Shareholder has the power and capacity (corporate or otherwise) to enter into and to perform its obligations under such VIE Agreements; each of the VIE Agreements constitutes a legal, valid and binding obligation of the parties thereto, enforceable against such parties in accordance with its terms and does not violate any requirements of the PRC Laws. No further Governmental Authorizations are required under the PRC Laws in connection with the VIE Agreements or the performance of the terms thereof, provided, however, any exercise by the WFOE of its rights under the relevant Exclusive Option Agreements will be subject to any appraised or restrictions required by PRC laws.. The execution, delivery and performance of each of the VIE Agreements by the parties thereto, and the consummation of the transactions contemplated thereunder, do not and will not (A) result in any violation of the business license, articles of association, other constituent documents (if any) or Government Authorizations of WFOE, WLRM, or to the WLRM Shareholders; (B) result in any violation of, or penalty under, any PRC Laws; or (C) to the best of our knowledge after due and reasonable inquiry, conflict with or result in a breach or violation of any of the terms or provisions of, or constitute a default under, any other contract, license, indenture, mortgage, deed of trust, loan agreement, note, lease or other agreement or instrument to which any of WFOE, WLRM or the WLRM Shareholders is a party or by which any of them is bound or to which any of their properties or assets is subject. However, there are uncertainties regarding the interpretation and application of the PRC Laws, and there can be no assurance that the Government Agencies will ultimately take a view that is not contrary to our opinion stated above.

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6.   WFOE and WLRM Shareholders will enter into a loan agreement (the “Loan Agreement”), the form of which has been agreed in substance by WFOE and WLRM Shareholders, prior to consummation of this Offering to lend entire amount of the proceeds it receives from this Offering to the WLRM Shareholders. According to the Loan Agreement, the WLRM Shareholders will be obligated to contribute such proceeds to WLRM to increase the registered capital of WLRM.   Once properly executed by the parties, the Loan Agreement will be legally valid and enforceable under PRC Laws, and constitute valid and legally binding agreement on the parties. No consent, approval or license other than those already obtained will be  required  under  the  existing  PRC  Laws  for  its contractual relationship with WFOE,  businesses  and operations. Each of WLRM and WFOE has valid leasehold interest in all lands and buildings used by it; and all of the leases of WLRM and WFOE used in relation to the business of WLRM and WFOE and under which WLRM and WFOE hold properties are in full force and effect. After due inquiry, each of WLRM and WFOE have no notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases mentioned above, or affecting or questioning the rights of each of WLRM and WFOE to the continued possession of the premises held under any such lease.

7. Each of WFOE and WLRM has full corporate right, power and authority, and has obtained all necessary Governmental Authorizations of and from, and has made all necessary declarations and filings with, all Governmental Agencies to own, lease, license and use its properties, assets and conduct its business in the manner as described in the S-1; such Government Authorizations are in full force and effect; after due and reasonable inquiries, neither WFOE nor WLRM has received any notification or warnings relating to, and does not have any reason to believe that any Governmental Agencies is considering, the modification, suspension or revocation of any such Governmental Authorizations and each of WFOE and WLRM is in compliance with the provisions of all such Governmental Authorizations in all material respects.

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8.   There are no restrictions or limitations under PRC Laws on the ability of WFOE to declare and pay dividends to its shareholder, nor any restriction or limitation (including any Government Authorizations from any Governmental Agencies) on the ability of WFOE to convert such dividends into foreign currencies and remit such dividends out of the PRC to its shareholder, subject to the validity of Circular 75 (as defined below) registrations obtained on November 28, 2012, payment of applicable taxes and the contribution to a reserve fund, employee bonus and welfare fund under PRC Laws.

9.   After due inquiry, neither WLRM or WFOE (i) has any direct or indirect subsidiaries or participations in joint ventures or other entities; (ii) owns, directly or indirectly, any equity or voting interest in any individual, corporation (including any non-profit corporation), general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, company (including any limited liability company or joint stock company), firm or other enterprise, association, organization, entity or Governmental Agencies; or (iii) is obligated to make or is bound by any written, oral or other agreement, contract, subcontract, lease, binding understanding, instrument, note, option, warranty,  commitment or undertaking of any nature, as of the date hereof or as may hereafter be in effect under which it may become obligated to make, any future investment in or capital contribution to any other entity. There are no outstanding rights, warrants or options to acquire, nor instruments convertible into or exchangeable for, nor any agreements of other obligation to issue or other rights to convert any obligation into, any equity interest in WFOE.

10.   After due inquiry, there is no outstanding guarantee of WFOE and WLRM in respect of indebtedness of third parties except as disclosed in the prospectus of the Offering.

11.   After due inquiry,  no  labor  dispute  or  complaint  involving  the  employees  of  WFOE or WLRM,  exists  or  is imminent or threatened, except the dispute or complaint which would not, individually or in the aggregate, have a Material Adverse Effect. Each of WFOE and WLRM has complied in all material respects with all employment, labor and similar laws applicable to it and has made welfare contributions for its employees as required under PRC Laws. The labor contracts or employment agreements entered by WFOE and by WLRM with their respective employees are in compliance with PRC Law.

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12.   After due inquiry, neither WFOE nor WLRM is delinquent in the payment of any taxes due and there is no tax deficiency which might be assessed against it, and there is no material breach or violation by WFOE or by WLRM of any applicable PRC tax law or regulation except being disclosed in the S-1. Neither WLRM nor WFOE will have any material PRC tax liability as a consequence of the Offering that has not been disclosed in S-1.

13.   After due inquiry, each of WFOE and WLRM owns or otherwise has the legal right to use, or can acquire on reasonable terms, the intellectual property (“Intellectual Property”) as currently used or as currently contemplated to be used by it, in each case.

14. After due inquiry, neither the Company nor WFOE or WLRM is infringing, misappropriating or violating any intellectual property right of any third party in the PRC, and no Intellectual Property is subject to any outstanding decree, order, injunction, judgment or ruling restricting the use of such Intellectual Property in the PRC that would impair the validity or enforceability of such Intellectual Property, and neither the Company nor WFOE or WLRM has received any notice of any claim of infringement or conflict with any such rights of others, except where such conflict, claim or infringement would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

15.   After due inquiry, there are no civil, administrative, or governmental proceedings in progress or pending in the PRC to which the Company, or WFOE or WLRM is a party or of which any property of WFOE or WLRM is the subject other than those disclosed in the S-1.

16.   On August 8, 2006, six PRC regulatory agencies, namely, the PRC Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, the China Securities Regulatory Commission ("CSRC"), and the State Administration of Foreign Exchange, jointly adopted the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the " M&A Rule"), which became effective on September 8, 2006. The M&A Rule purports, among other things, to require offshore special purpose vehicles, or SPVs, formed for overseas listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange. Based on our understanding of the explicit provisions under the PRC Laws as of the date hereof, because (1) the Company established the WFOE as a foreign-invested enterprise by means of direct investment and not through a merger or acquisition of the equity or assets of a “PRC domestic enterprise” as such term is defined under the M&A Rule, and (2) no provision in the M&A Rules classifies the contractual arrangements under the VIE Agreements as a type of acquisition transaction falling under the M&A Rule, neither CSRC approval nor any other Governmental Authorization is required in the context of the Offering. However, there are uncertainties regarding the interpretation and application of the PRC Laws, and there can be no assurance that the Government Agencies will ultimately take a view that is not contrary to our opinion stated above.

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17.   Per our understanding of Chinese laws and regulations, the 16 individuals who are or represent the ultimate owners of the WLRM Shareholder who are natural persons and PRC residents are subject to the registration obligation required under the Notice on Issues Relating to Administration of Foreign Exchange in Fund-raising and Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies (“Circular 75”) issued on October 21, 2005 by SAFE. The 16 individuals have completed the registration as of November 28, 2012.

18. After due inquiry, (a) WFOE and WLRM are in compliance with any and all applicable environmental laws in the PRC; (b) there are no administrative, regulatory or judicial actions, demands, letters, claims, warnings, or notices of non compliance or violation, investigation or proceedings relating to any environmental laws against WFOE or WLRM, (c) there are no events or circumstances that might reasonably be expected to form the basis of an order for clean-up or remedial measures, or an action, suit or proceeding by any private party or Governmental Agencies, against or affecting WFOE or WLRM relating to hazardous materials or any environmental matters or any environmental laws, and (d) WFOE and WLRM have received all permits, licenses or other approval required of it under applicable environmental laws to conduct its businesses and WFOE and WLRM are in compliance with all terms and conditions of any such permit, license or approval.

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19. 17. After due inquiry, neither WFOE nor WLRM is (A) in breach of or in default under any laws, regulations, rules, orders, decrees, guidelines or notices of the PRC, (B) in breach of or in default under any Governmental Authorizations granted by any Governmental Agencies in the PRC, (C) in violation of their respective Articles of Association, business licenses or permits or (D) in breach or violation of, or in default in the performance or observance of any obligation, agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument known to us and governed by PRC laws to which it is a party or by which it or any of its properties may be bound, except where such default would not have a Material Adverse Effect.

20.   Neither WFOE nor WLRM has taken any corporate action, nor does it have any legal proceedings commenced against it, for its liquidation, winding up, dissolution, or bankruptcy, for the appointment of a liquidation committee, team of receivers or similar officers in respect of its assets or for the suspension, withdrawal, revocation or cancellation of any of the Governmental Authorizations.

21.   The statements set forth in the Prospectus under “Risk Factors” and “Applicable Government Regulations” insofar as such statements constitute summaries or interpretations of the PRC laws and regulations, fairly and accurately summarize or interpret the PRC laws and regulations referred to therein in all material aspects and nothing which would make misleading in any material respect has been omitted from such statements in relation to PRC laws.

This legal opinion is intended to be used in the context and delivered to you only, which is specifically referred to herein, and each paragraph should be looked at as a whole and no part should be extracted and referred to independently.

Yours faithfully,

Dacheng Law Offices

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EX-99

Exhibit 99.2

Guidance on Microcredit Companies Pilot

Yin. Jian. Fa. [2008] No. 23

All bureaus of the China Banking Regulatory Commission; the Shanghai head office, all branches, all business management departments, the central sub-branches in all provincial-capital (capital) cities and in all sub-provincial cities of the People’s Bank of China,

In order to fully and actually implement the perspective of scientific development, effectively allocate financial resources, guide the flow of funds to rural villages and underdeveloped areas, improve the financial services in rural areas, facilitate the development of the agricultural industry, the farmers and the rural economy and support the construction of new socialist rural villages, the following guiding opinions are hereby put forward with respect to the matters of the trial run of microcredit companies:

I. Nature of a microcredit company

A microcredit company is a company with limited liability or a company limited by shares established with investment from natural persons, enterprise legal persons and other social organizations, which does not absorb deposits from the public and operates in the microcredit business.

A microcredit company is an enterprise legal person with independent legal-person properties, which enjoys the rights to legal-person properties and assumes civil liabilities for its debts with all of its properties. A shareholder of a microcredit company shall have, in accordance with law, the rights to, among others, be benefited from such company’s assets, participate in important decision-making and select the managers and be liable to such company up to the amount of its subscribed capital contribution or the shares it subscribes for.

A microcredit company shall enforce the financial guidelines and policies of the State, roll out its business within the scope prescribed by the laws and administrative rules and regulations, operate with autonomy, be responsible for its own profit and loss, implement self-regulation, and assume its own risks, and its legal operation activities shall be protected by law and free from interference from any unit or individual.

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II. Establishment of a microcredit company

The name of a microcredit company shall be constituted in the order of administrative zoning, trade name, industry and form of organization, of which, administrative zoning means the name of the administrative region at county level and form of organization shall be a company with limited liability or a company limited by shares.

The shareholders of a microcredit company shall meet the requirement for statutory quorum. A company with limited liability shall be established with capital contributions from no more than fifty (50) shareholders; a company limited by shares shall have 2-200 promoters, more than half of whom shall be required to have a domicile in the People’s Republic of China.

The source of registered capital of a microcredit company shall be true and legal, all of which shall be paid-up monetary capital to be paid in full on an one-off basis by the capital contributors or the promoters. The registered capital of a company with limited liability shall not be less than RMB 5,000,000 and the registered capital of a company limited by shares shall not be less than RMB 10,000,000. The shares held by a single natural person, enterprise legal person or social organization and its connected parties shall not exceed 10% of the total amount of registered capital of a microcredit company.

To apply for the establishment of a microcredit company, a formal application shall be submitted to the authority-in-charge under the government at the provincial level, and subject to such approval, an application shall be submitted to the local administrative authority for industry and commerce for completing the formalities for registration and obtaining a business license. In addition, the relevant materials shall be submitted and delivered, within five (5) working days, to the local public security organ, the local agency of the China Banking Regulatory Commission, and the local branch or sub-branch of the People’s Bank of China.

A microcredit company shall have an articles of association and a management system that meet the requirements and the necessary business premises, organization, and working personnel with relevant expertise and practical experience.

Any natural person, enterprise legal person or social organization making capital contribution for the establishment a microcredit company and any natural person intending to serve as a director, supervisor or senior management personnel of a microcredit company shall have no criminal record nor bad-faith record.

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A microcredit company shall complete the formalities for tax registration with the local tax authority and pay various taxes and levies in accordance with law.

III. Source of funds of a microcredit company

The main source of funds of a microcredit company shall be the capital funds paid by its shareholders, the funds donated, and the funds financed by not more than two (2) financial organizations in the banking industry.

To the extent prescribed by the laws and administrative rules and regulations, the outstanding financed funds of a microcredit company obtained from financial organizations in the banking industry shall not exceed 50% of its net capital amount. The interest rate and the term for such financed funds shall be determined autonomously through consultation between such microcredit company and the relevant financial organizations in the banking industry and such interest rate shall be determined using the “Shanghai inter-bank borrowing interest rate” for the same period as the benchmark rate plus basis points.

A microcredit company shall apply to and obtain from a branch or sub-branch of the People’s Bank of China in its place of registration a loans card. A financial institution in the banking industry providing financing to microcredit companies shall promptly submit and deliver the financing information to the branch or sub-branch of the People’s Bank of China and the local agency of the China Banking Regulatory Commission of the place where it is located and shall track and supervise the application of such financing by such microcredit companies.

IV. Application of funds by a microcredit company

A microcredit company shall, subject to upholding the principle of serving the development of the farmers, the agricultural industry and the rural economy, autonomously select the loan targets. A microcredit company shall, in extending loans, uphold the principle of “small amount and dispersion”, be encouraged to provide credit facilities to farming households and micro-enterprises, and focus its efforts on expanding the number of clients and its service coverage. The outstanding loans of the same borrower shall not exceed 5% of the net capital amount of a microcredit company. To the extent of such standard, the restriction on maximum loan facilities may be formulated by making reference to the economic condition and the per capita GDP level of the place where such microcredit company is located.

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A microcredit company shall conduct its operations according to the market-oriented principle and relax the maximum loan interest rate, which, however, shall not exceed the maximum prescribed by the judicial administration authority, and the minimum rate shall be 0.9 times the benchmark loan interest rate published by the People’s Bank, the specific floating range of which shall be autonomously determined according to the market principles. The substance of a contract regarding, among others, the term of a loan and the loan repayment terms shall be determined in accordance with law through consultation between the lender and the borrower subject to the principles of fairness and own free will.

V. Supervision and administration of microcredit companies

Where a government at the provincial level is able to clearly specify an authority-in-charge (finance office or relevant organization) to be in charge of the supervision and administration of microcredit companies and is willing to assume the liabilities for the risk disposal of microcredit companies, such government may, within the county area of its own province (district or city), roll out the trial run for the establishment of microcredit companies.

A microcredit company shall establish a system of undertakings by the promoters and the shareholders of such company shall enter into a written undertaking with such microcredit company to undertake that they will self-consciously abide by the articles of association of such company, participate in its management, and assume the risks.

A microcredit company shall, in accordance with the requirements of the Company Law, establish a sound corporate governance structure, clearly specify the right-obligation relationship among its shareholders, directors, supervisors and managers, formulate sound and effective rules of proceedings, decision-making procedures and internal audit system, and improve the effectiveness of corporate governance. A microcredit company shall establish a sound loan management system, clearly specify the business flow chart and operation standards for pre-loan investigation, examination at the time of extending loans and post-loan inspection, and practically strengthen loan management. A microcredit company shall strengthen internal control, establish a sound enterprise financial accounting system in accordance with the relevant provisions of the State, and truthfully record and fully reflect its business activities and financial activities.

A microcredit company shall, in accordance with the relevant provisions, establish prudent, regulated assets classification system and provision system, accurately carry out the classification of assets, fully make provisions for doubtful debts, and ensure that the asset loss reserve adequacy ratio is always maintained at above 100% to fully cover the risks.

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A microcredit company shall establish an information disclosure system to disclose as required to its shareholders, the authority-in-charge, the financial organizations in the banking industry providing its financing, and the relevant donation organizations the financial statements audited by an intermediary and the information about, among others, its annual business performance, financing position and important matters and shall make disclosure to the public when necessary.

A microcredit company shall be subject to public supervision and shall not conduct any illegal fund-raising in any form. Where any illegal fund-raising activity is conducted, the people’s government at the provincial level shall, in accordance with the relevant provisions of the State Council, be responsible for the disposal of such funds. Where the disposal of funds from cross-province illegal fund-raising activities requires the coordination of the inter-ministerial joint conference for the disposal of illegally raised funds, the people’s government at the provincial level may ask the inter-ministerial joint conference for the disposal of illegally raised funds to coordinate such disposal. Other acts violating the laws or the administrative rules and regulations of the State shall be punished by the local authority-in-charge in accordance with the relevant laws and administrative rules and regulations; where a criminal offense is constituted, criminal liabilities shall be investigated and established in accordance with law.

The People’s Bank of China shall track and monitor the interest rates and fund flow of microcredit companies and incorporate microcredit companies into the credit report system. A microcredit company shall regularly provide to the credit report system business information about, among others, the borrowers, loan amounts, loan security and loan repayments.

VI. Termination of a microcredit company

The termination of the legal-person status of a microcredit company includes two kinds of situation: dissolution and bankruptcy. A microcredit company may be dissolved in the event of any of the following: (1) a cause for dissolution set forth in its articles of association; (2) dissolution upon resolution of the general meeting of shareholders; (3) dissolution is required as a result of the amalgamation or division of such company; (4) its business license is suspended or it is ordered to close or is deregistered in accordance with law; or (5) a people’s court declares its dissolution in accordance with law. The dissolution of a microcredit company shall be subject to liquidation and cancellation conducted in accordance with the Company Law.

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Where a microcredit company is declared bankrupt in accordance with law, bankruptcy liquidation shall be implemented in accordance with the law on enterprise bankruptcy.

Where a microcredit company operates in accordance with law and in compliance with the regulations and has no bad-faith record, such company may, subject to the free will of its shareholders, be converted into a rural bank in accordance with the standards of the Guidelines for Examination and Approval of the Establishment of Rural Banks and the Interim Provisions on Administration of Rural Banks.

VII. Miscellaneous

The local agencies of the China Banking Regulatory Commission and the branches and sub-branches of the People’s Bank of China shall closely cooperate with the local governments, roll out their work innovatively, and strengthen the policy propaganda on work with respect to microcredit companies. At the same time, they shall actively roll out the training work for microcredit and provide selectively relevant training to microcredit companies and their clients.

Any matter not specified in these Guiding Opinions shall be enforced in accordance with the laws and administrative rules and regulations, including, among others, the Company Law of the People’s Republic of China and the Contract Law of the People’s Republic of China.

The power of interpretation over these Guiding Opinions shall be vested with the China Banking Regulatory Commission and the People’s Bank of China.

All bureaus of the China Banking Regulatory Commission, and the Shanghai head office, all branches, all business management departments, the central sub-branches in all provincial-capital (capital) cities and in sub-provincial cities of the People’s Bank of China are requested to transmit these Guiding Opinions to the sub-bureaus of the China Banking Regulatory Commission and to the central sub-branches in prefectures and cities and in counties (cities) and the relevant units of the People’s Bank of China.

China Banking Regulatory Commission   People’s Bank of China

May 4, 2008

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EX-99

Exhibit 99.3

Opinions on the Pilot Work for Developing Rural Microcredit

Organizations issued by the General Office of the People’s

Government of Jiangsu Province (Trial Implementation)

 (Su. Zheng. Ban. Fa. (2007) No. 142 November 24, 2007)

People’s Government of various cities and counties, various committees, offices, departments and bureaus of the province, and various affiliated organizations of the province,

In order to carefully implement the spirit of Several Opinions of the Center Committee of the Communist Party of China and the State Council on Active Development of Modern Agriculture and Solid Promotion of the Building of a Socialist New Countryside (Z. F. [2007] No .1) and the Provincial Party Committee and Provincial Government’s Opinion on Accelerating the Promotion of Financial Reform and Development (S. F. [2007] No. 5), further improve the rural financial service system, and promote the building of a new socialist countryside, the People’s Government of Jiangsu Province has decided to carry out pilot work of rural microfinance organizations throughout the province, and the following opinions are hereby put forward.

I. Fully understand thesignificance of carrying out the pilot work of rural microfinance organizations

Over a long time, financial departments have constantly deepened financial reform, strived to enhance and improve financial services delivered to“agriculture, farmers and rural areas”, actively increased credit investment in thebuildingofa new socialist countryside accordingtothestrategic deployment and requirementsofthecentralandprovincial party committee and government, and yielded remarkable achievements.Overall, however, the current ruralfinancial system and financialservicesstillcan not meet the needs for the development of modern agricultureand the building of anew socialist countryside, confined by too fewrural financial organizations, inadequatecompetition, insufficientoutflow of rural fundsand credit investment in“agriculture, farmers and rural areas” and other issues. Microfinanceisoneofthemajor financialneedsat this stageoffarmers and rural areas. Developing microfinance organizationsinrural areas to provide microfinanceservices for “agriculture, farmers and rural areas” has very importantsignificance for making up for ruralfinancialfunctional defects, guiding the standard developmentofprivate lendingand providing stronger financial supportfor the building of a new socialist countryside.Various localities anddepartmentsshallattach great importance to the pilot work of ruralmicrofinanceorganizations, clearly define the objectives and tasks, andexecute policies and measures toensurethesmooth implementation of thepilot workto achieve tangible results.

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II. Basic principles forcarrying out the pilot work of rural microfinance organizations

(I) Serving “agriculture, farmers and rural areas”. The operating premises of rural microfinance organizations are set in places below township levels (including township), and the objects of service are agriculture, rural areas and rural households. Their capital is mainly supplied to satisfy capital demands related to “agriculture, farmers and rural areas”.

(II) Controllable risks. The premise of carrying out the pilot work of rural microfinance organizations is controllable risks. It is required to fully understand and evaluate the possible risks, and establish sound risk prevention and control mechanisms to ensure that risks are kept within a controllable range to ensure the safe and steady implementation of the pilot work and business activities of the pilot work of rural microfinance organizations.

(III) Market operation. The pilot work of rural microfinance organizations shall be carried out in accordance with the market rule, and administrative intervention shall be forbidden. Shareholders shall be determined by means of public bidding, and the will of shareholders shall be respected. Business operation of rural microfinance organizations shall be based on commercial sustainability so as to ensure their sustained, stable and healthy development.

(IV) Government guidance. The pilot work of rural microfinance organizations is of a strong policy-oriented nature, involves a wide range of areas, and relates to rural economic and financial development and social stability. People’s government at various levels shall earnestly assume their leadership, organization, coordination and service duties for the pilot work. People’s Government of cities and counties (county-level cities, districts) that are determined to participate in the pilot work shall clearly assign departments and personnel to be responsible for daily management of rural microfinance organizations. The Provincial Financial Service Office shall be responsible for guidance over, coordination and management of and service to the pilot work of rural microfinance organizations throughout the province.

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(V) Being active and steady. Various localities shall actively yet steadily carry out the pilot work of rural microfinance organizations based on their respective reality, and during the pilot period, no more than 2 rural microfinance organizations shall be established in each city under the governance of the province.

III. Nature, conditions for the establishment and provisions on the business of rural microfinance organizations

(I) Name of rural microfinance organizations. A rural microfinance organization is a an enterprise legal person established in accordance with the Company Law of the People’s Republic of China which operates independently, is independently responsible for its own profit or loss and assumes risks. In nature, a rural microfinance organization is a company with limited liability, and a non-financial institution offering “only loans without deposits”, which means that such companies issue loans relying on their capital, and do not absorb deposits from the public.

(II) Conditions for the establishment of a rural microfinance organization

1. Shareholder: In general, the shareholders of a rural microfinance organization shall be 3-5 natural persons (excluding staff members at Party and government organs, financial organizations as well as state-owned organizations) or enterprise legal persons. The number of shareholders shall not exceed 10. Shareholder shall comply with laws, be honest and trustworthy, and have no low-braking or material discredit and other adverse records. The capital contributed by shareholders for subscribing for shares shall be legitimately self-owned capital.

2. Capital: The registered capital of a rural microfinance organization shall not be less than RMB 50 million for southern Jiangsu area, RMB 30 million for central Jiangsu area, and RMB 20 million for northern Jiangsu area. The registered capital shall be paid-in capital in the form of monetary contribution.

3. Operating premises: A rural microfinance organization shall have fixed operating premises in line with the safety standard of public security and other departments and set below township levels (including township).

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4. Employees: A rural microfinance organization shall have no fewer than 5 main business employees, who shall comply with laws, be honest and trustworthy, and have no low-braking or material discredit and other adverse records. Among them, the chief person in charge shall be less than 65 years old with a polytechnic school degree or above and have been engaged in financial business for more than 4 years or economic work for more than 8 years (including over 2 years of financial work experience); the person in charge of credit shall have been engaged in financial business for more than 3 years or agricultural economic work for more than 5 years; financial personnel shall hold a certificate in accounting and have been engaged in accounting and financial work for more than 3 years; other personnel shall have been engaged in relevant economic work for more than 3 years. The main business employees shall all participate in the professional training organized by the Provincial Financial Service Office. Qualified trainees will be issued a qualification certificate and shall hold the certificate to serve the post.

5. Articles of Association of the organizations: Rural microfinance organizations shall formulate Articles of Association of the organizations in accordance with the Company Law of the People’s Republic of China and the provisions of these Opinions, and carry out business and operating activities according to the Articles of Association.

(III) Provisions on the business of rural microfinance organizations

1. Operating scope: The business scope of rural microfinance organizations is only limited to granting loans. Rural microfinance organizations shall not absorb deposits from the public openly or disguisedly, operate crossing the boarder of the county where it is located or borrow from financial institutions. During the pilot period, rural microfinance organizations shall not engage in entrusted loan business.

2. Flow of loans: No less than 80% of the loans provided by rural microfinance organizations shall be used to support “agriculture, farmers and rural areas”; large-amount loans shall be strictly controlled; the maximum ending balance of loans issued to individual borrower shall not exceed 10% of the total capital. The cumulative ending balance of microfinance issued to individual microfinance borrowers (the standard is: less than RMB 0.5 million for southern Jiangsu; less than RMB 0.3 million for middle Jiangsu; less than RMB 0.2 million for northern Jiangsu) shall not be less than 70% of the total amount of loans.

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3. Loan interest rate: Under the premise of complying with relevant State laws and regulations, borrowers and lenders shall reach agreement on interest rate on their own.

4. Capital collection and payment: Rural microfinance organizations shall open accounts at a local rural credit cooperative, entrust the rural credit cooperative to handle cash collection and payment and transfer business, as well as corresponding accounts handling after the business. Rural microfinance organizations shall not be engaged in settlement business.

5. Accounting system: Implemented in accordance with relevant provisions in Financial Enterprise Accounting System and Measures for the Implementation of Financial Management of Rural Credit Cooperatives.

6. Risk identification: Rural microfinance organizations shall identify credit risks by referring to the five-grade loan system of commercial banks.

7. Profit and loss accounting: Based on the result of five-grade loan classification, rural microfinance organizations shall provide sufficient funds for risk reserve and account for losses and profits.

(IV) During the pilot period, tax rate for rural microfinance organizations shall be implemented by referring to the tax policy of rural credit cooperatives during the reform pilot period. People’s Government of various localities may also give certain policy support for rural microfinance organizations based on the respective local reality.

IV. Supervision and management of rural microfinance organizations

(I) Organization and leadership: The Provincial Government shall establish the Rural Microfinance Organization Pilot Project Leading Group. The office shall be set up at the Provincial Financial Service Office to be responsible for specific work. People’s Government of pilot cities and counties (county-level cities, districts) shall also establish corresponding leading groups, and determine a government department to assume the leading groups’ office duties.

(II) Supervision and management: According to the principle of “whoever carries out pilot shall be responsible”, People’s Government of pilot cities and counties (county-level cities, districts) shall be responsible for the supervision, management, and risk prevention of local rural microfinance organizations, formulate corresponding management regulations based on the local reality, and properly perform daily regulation of rural microfinance organizations, including company change, risk monitoring, business inspection and other works. The administration for industry and commerce in various localities shall be responsible for the registration of rural microfinance organizations in accordance with relevant laws and regulations and these Opinions, and assist the local governments to strengthen supervision and management of rural microfinance organizations. Financial departments in various localities shall perform financial regulation on rural microfinance organizations in accordance with the Accounting Law, Measures for the Implementation of Financial Management of Rural Credit Cooperatives and other laws and regulations, guide and supervise their establishment of a sound internal financial management system and financial risk control system, and accept audit and asset appraisal by social intermediary agencies. Banking regulatory departments shall be responsible for investigating and punishing behaviors of rural microfinance organizations in violation of financial laws, such as absorbing deposits from the public openly or disguisedly.

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(III) Risk monitoring and control: People’s Government of pilot cities and counties (county-level cities, districts) shall target at risk prevention and control as a top priority among the pilot work of rural microfinance organizations, sign letter of risk control responsibility with the Provincial Government, closely monitor the operating conditions of rural microfinance organizations, inspect them on a regularly basis, and urge them to promptly rectify any problems once found. The pilot of rural microfinance organizations with serious problems and dissatisfactory rectification shall be terminated and such organizations shall be reported to the administration for industry and commerce for corresponding punishment. Rural microfinance organizations suspected of absorbing deposits from the public openly or disguisedly shall be reported to the banking regulatory departments for investigation and punishment by law. Rural microfinance organizations suspected of committing crimes shall be turned over to judicial organs to investigate their criminal responsibility.

All branches of the People’s Bank of China shall aim at safeguarding the local financial stability, actively assist local governments to strength risk monitoring, and enhance their guidance over the business of rural microfinance organizations.

(IV) Market withdrawal: When a rural microfinance organization has any of the following behaviors, apart from the investigation and punishment by relevant departments by law, the provincial Rural Microfinance Organization Pilot Project Leading Group may terminate its pilot, and report it to the administration for industry and commerce to suspend its business for rectification, license cancellation and other punishments:

1. Violating the provisions of these Opinions in operating scope and flow of loans;

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2. Illegally absorbing deposits from the public openly or disguisedly;

3. Issuing loans at high interest rates in violation of relevant national provisions to make exorbitant profits;

4. Other behaviors deemed by the provincial and municipal Rural Microfinance Organization Pilot Project Leading Groups as material violation of relevant laws and regulations and these Opinions.

V. Procedures for the pilot work of rural microfinance organizations

(I) Formulate a pilot program. People’s Government of various cities shall decide whether to carry out the pilot work of rural microfinance organizations based on the local reality in accordance with the principle of voluntariness. Any city that has decided to carry out the pilot work of rural microfinance organizations shall formulate a pilot program and submit it to the provincial Rural Microfinance Organization Pilot Project Leading Group for review and approval. After the pilot is approved, the city shall sign a letter of risk control responsibility with the Provincial Government.

(II) Organize public bidding. After the pilot program of each city is approved by the provincial Rural Microfinance Organization Pilot Project Leading Group, the local Pilot Project Leading Group can organize bidding for shareholders. In bid evaluation, candidate shareholders’ financial conditions, amount of contribution, operating premises, business employees’ qualification and other factors shall be considered comprehensively.

(III) Propose a preparation application. After the shareholders are determined, the shareholders shall organize a Rural Microfinance Organization Preparation Group, and propose a preparation application to the local Pilot Project Leading Group. After the municipal Pilot Project Leading Group approves, the application shall be submitted to the provincial Pilot Project Leading Group for review and approval.

(IV) Carry out preparatory work. After the preparation application is approved by the provincial Pilot Project Leading Group, the Preparation Group can officially set out preparatory work. The preparation period is 6 months.

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(V) Propose an opening application. After the preparatory work is completed, the Preparation Group shall propose an opening application to the local Pilot Project Leading Group. After the work is evaluated as qualified and accepted by the municipal Pilot Project Leading Group and reviewed and approved by the provincial Pilot Project Leading Group, the administration for industry and commerce of the county (county-level city, district) where it is located will approve its opening and grant its business license.

Various localities may further refine their requirements based on the local reality in accordance with the principles in these Opinions to ensure the safe, standard and orderly implementation of the pilot work of rural microfinance organizations.

Issued by: People’s Government of Jiangsu Province

Issued on: November 24, 2007

Implemented on: November 24, 2007

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EX-99

Exhibit 99.4

Opinions on Promoting Fast and Well Development of Rural Microcredit Companies issued by of the General Office of the People’s Government of Jiangsu Province

Su. Zheng. Ban. Fang. (2009) No. 132

People’s Government of various cities and counties, various committees, offices, departments and bureaus of the province, and various affiliated organizations of the province,

In order to promote the standard, healthy and sustainable development of rural microcredit companies in our province (hereinafter referred to as “rural microcredit companies), in accordance with the requirements of relevant national and provincial documents and combined with the reality of the pilot work, the following opinions have been put forward.

I. Fully understand the important significance of promoting the sound and fast development of rural microcredit companies

The organizational form and operating mode of rural microcredit companies are based on the rural areas, close to the farmers and serve agriculture, which can help foster a competitive rural financial market, improve the level of rural financial services, standardize and guide non-governmental financing, promote the investment of more capital in “agriculture, farmers and rural areas”. It can be seen from the previous stage of pilot work, the development of rural microcredit companies in our province has had a good start, and their role in serving “agriculture, farmers and rural areas” and promoting rural financial reform has been demonstrated to a certain extent. However, there are still deficiencies and gaps in the quantity and scale of development, the level of standardized operation, the building of a regulatory system and the establishment of a social image to serve “agriculture, farmers and rural areas”. Various localities, all relevant departments and rural microcredit companies shall further unify their ideology, improve their understanding, unceasingly increase the overall situation consciousness and responsibility consciousness, seize opportunities, further advance by taking advantage of the favorable situation, and promote the sound and fast development of rural microcredit companies throughout the province.

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II. Further clarify the guiding ideology for the development of rural microcredit companies

In a period to come, the guiding ideology for the rural microcredit companies in our province is to follow the guidance of Deng Xiaoping Theory and the important thought of Three Represents, thoroughly apply the Scientific Outlook on Development, adhere to the principle of "credit-only, serving agriculture, farmers and rural areas, strengthening supervision and preventing risks", highlight the orientation to serve "agriculture, farmers and rural areas", increase the efforts of innovation, correctly handle the relationship between accelerating development and standardizing management, actively expand the coverage of organizations and business, carefully nurture the companies’ self-regulatory mechanism, focus on building an effective regulatory system, effectively strengthen risk prevention, and strive to build rural microcredit companies into professional credit companies with stable sources of funds and distinct business characteristics so as to enable them to become an integral part of the rural financial system.

III. Unceasingly expand the coverage of rural microcredit companies

Various localities and relevant departments shall actively organize and mobilize enterprises and individuals with the capital strength and sense of social responsibility to participate in the building of rural microcredit companies, encourage capitals outside the province and foreign capital to invest and launch rural microcredit companies in our province, and encourage enterprises and individually in southern Jiangsu area to start rural microcredit companies in northern Jiangsu area. All counties (county-level cities, districts), where the local government attaches importance, a Finance Office has been set to assume regulatory duties, and rural microcredit companies that have been opened to business are operating well, can increase the pilot number of rural microcredit companies. People’s Government of counties (county-level cities, districts) meeting the conditions shall propose a plan for the number and distribution of rural microcredit companies to be additionally set in the beginning of each year in accordance with the principle of be active and steady. After the plan is preliminarily reviewed and approved by the municipal Finance Office and reviewed and approved by the provincial Finance Office, its implementation shall be organized and performed.

After reviewed and approved by the municipal Finance Office, rural microcredit companies that have been opened for more than 1 year with good operating conditions, large capital scale and strict risk management and control may set up branches in townships under the county (county-level city, district) where no rural microcredit company has been established. Rural microcredit companies in southern Jiangsu area with capital of more than RMB 50 million can set up 1 additional branch for each increase of RMB 30 million; rural microcredit companies in central Jiangsu area with capital of more than RMB 30 million can set up 1 additional branch for each increase of RMB 25 million; rural microcredit companies in northern Jiangsu area with capital of more than RMB 20 million can set up 1 additional branch for each increase of RMB 15 million.

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IV. Further develop the main business to be better, stronger and bigger

Rural microcredit companies shall establish a business philosophy of “survival relying on customer credit”, concentrate their forces to profoundly carry out visits, survey and investigation into the local “agriculture, farmers and rural areas” customers to get a real understanding of their production and operation conditions, asset liability position, capital requirements and uses, as well as whether they are honest and trustworthy, etc., filter and master a number of key objects of support, and establish credit files and customer credit database. Rural microcredit companies shall use their own credit funds to give loan support in a timely manner, provide credit outsourcing and loan guaranty services for commercial banks, and actively handle entrusted loan business.

V. Adhere to the “petty, convenient, flexible and preferential” characteristics of credit business

The characteristics of rural microcredit companies’ credit business are “petty, convenient, flexible and preferential”. “Petty” is reflected in the “three not less than 70%” requirements on the flow of credit, namely: the cumulative ending balance of petty loans (specific standards shall be determined by the specific municipal Finance Office in accordance with the local economic development level, and reported to the provincial Finance Office for documentation) shall not be less than 70% of the total amount of loans; the cumulative ending balance of “agriculture, farmers and rural areas” loans shall not be less than 70% of the total amount of loans; the cumulative ending balance of business loans whose term is more than 3 months shall not be less than 70% of the total amount of loans. The proportion of “bridge loans” shall be strictly controlled. “Convenient” represents that the loan conditions are based on reality and not confined to written statements and information; the handling of loans is highly efficient—it takes no more than 5 working days from acceptance of the loan application to giving a definite yes/no answer, in principle. “Flexible” is reflected in the fact that credit products and financial services are close to “agriculture, farmers and rural areas”, flexible and diversified. “Preferential” is demonstrated by the reasonable loan interest rates and charges and no issue of “usury”; rural microcredit companies are encouraged to issue loans at preferential rates to “agriculture, farmers and rural areas”; it is prohibited to raise loan interest rates in disguise, or charge any loan charges under any name beyond the contractual interest rate.

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VI. Broaden the funding sources of rural microcredit companies orderly

The financial ratio of rural microcredit companies that adhere to serving “agriculture, farmers and rural areas” and maintain compliant operation, good risk control, and reasonable interest rates can be up to 100% of their capital. Sources of the funds include: 1) loans or financing funding from commercial banks; 2) approved large-amount directional borrowing (mainly shareholders’ borrowing); 3) approved transfers and lending of funds between rural microcredit companies; 4) actively explore the feasibility of enabling financial funds, further lending of the People's Bank to support agriculture, insurance funds and other funds to play their role in “agriculture, farmers and rural areas” through rural microcredit companies.

VII. Establish a sound regulatory system for rural microcredit companies

Local governments who carry out the pilot work of rural microcredit companies shall clearly define the regulatory responsibilities to be assumed by various departments and personnel. Counties (county-level cities, districts) where a lot of rural microcredit companies have been established shall strengthen the power of regulatory authorities, establish a Finance Office in principle equipped with necessary personnel, and fully fulfill the regulatory and service responsibilities to rural microcredit companies. The province will study and formulate Methods for the Regulation of Rural Microcredit Companies in Jiangsu Province”, and perfect various supervision and management regulations. All localities shall resolutely crack down on rural microcredit companies’ absorption of deposits from the public openly or disguisedly, usury, off-balance sheet operations, violent recovery of loans and other illegal acts, strengthen day-to-day supervision, establish a reporting system, and carry out on-site inspections to ensure strict management and compliant operation of rural microcredit companies. In the future, capital adjustment, shareholders adjustments, executives adjustments, relocation of the operating premises and other change matters of rural microcredit companies shall be reviewed and approved by the respective municipal Finance Office, and then reported to the provincial Finance Office for documentation.

VIII. Strengthen shareholders and management team building of rural microcredit companies

All localities shall conscientiously perform the system to select shareholders through bidding, enhance shareholders' recurrent training, education and management, guide shareholders to increase the strategic investment consciousness, scientific development consciousness and sense of social responsibility, effectively find the accurate positioning, develop strategies and grasp the direction, and lead the healthy development of rural microcredit companies. To effectively strengthen the management team building of rural microcredit companies, in principle, main operating management personnel and business backbones shall have financial work experience and a good track record. Establish an education and training system for the employees of rural microcredit companies, and through continuous training, education and management, strive to train and foster an operating and management team with professional ethics, dedication to the posts, hard-working attitude, knowledge of credit and proficiency in management and operation for rural microcredit companies.

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IX. Strive to create a favorable environment for the development of the rural microcredit companies

In order to better reflect the policy orientation to serve “agriculture, farmers and rural areas”, certain preferential policies will be given to support rural microcredit companies. The business tax and income tax of rural microcredit companies are temporarily levied by a ratio of 3% and 12.5% respectively. All localities shall conscientiously implement the Circular of the General Office of the People’s Government on Forwarding the Several Policy Opinions of the Provincial Department of Finance on Promoting the Development of Rural Financial Reform (S. Z. B. F. (2009) No. 32) to ensure the effective implementation of various preferential policies. The handling of registration of rural microcredit companies at the administration for industry and commerce, land real estate mortgages and mortgage of movable property and other rights, credit management and other related matters in various localities, in principle, shall be implemented with reference to the banking institutions.

It is required to accelerate the pace of construction of a business networking system for rural microcredit companies throughout the province, use the networking system to actively expand the business channels of rural microcredit companies, and improve the level of regulation of the rural microcredit companies in the province. Actively build an industry association for rural microcredit companies, promote the strengthening of self-regulation of the industry, and improve management and service level. Governments at all levels shall strengthen the organization and leadership of rural microcredit companies, be concerned about their construction and development, and enrich and strengthen the regulatory power to help solve practical problems. The Finance Office in various localities shall effectively assume supervisory duties, and enhance supervision and service simultaneously. On the one hand, they shall strengthen market access management and day-to-day supervision, severely investigate and punish discipline violations, and strictly prevent risks and potential hazards. On the other hand, they shall enhance their service awareness, strengthen innovative research, and constantly open up new spaces for the development of rural microcredit companies. Finance, rural work, and the People's Bank, bureaus of the Banking Regulatory Commission and other units and departments at all levels shall strengthen their guidance over, management of and services for rural microcredit companies within the scope of their respective duties. All policy banks, commercial banks, rural cooperatives and other financial institutions shall continue to strengthen their collaboration and cooperation with rural microcredit companies in terms of financing, credit, settlement and other aspects to achieve mutual benefit and reciprocity. Trade unions, the Communist Youth League, women's federations and other organizations shall organize and mobilize union members, members of the Communist Youth League and women comrades to participate in and support the cause of rural microcredit companies, and contribute to the healthy development of rural microcredit companies.

November 28, 2009

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EX-99

Exhibit 99.5

File of the General Office of the People’s Government of Jiangsu Province

SZBF [2011] No. 8

Opinions on Deepening the Reform and Development of Villager-oriented Micro-credit Companies by the General Office of the People’s Government of Jiangsu Province

To the municipal and county-level people’s governments, and various provincial commissions, offices, and bureaus, and various units directly under the province governance:

In accordance with the spirit of the Guiding Opinions on the Pilot Operation of Micro-credit Companies Jointly Released by the China Banking Regulatory Commission (CBRC) and the People's Bank of China (YJF [2003] No. 23), and the Opinions on the Sound and Fast Development of Villager-oriented Micro-credit Companies by the General Office of the People’s Government of Jiangsu Province (SZBF [2009] No. 132), and on the basis of summing up the experiments over the past three years, the People’s Government of Jiangsu Province determines to orient the development of the villager-oriented micro-credit company (hereinafter referred to as “villager-oriented micro-credit company”) in Jiangsu to the normal course. In view of further spurring the reform and development of the villager-oriented micro-credit company, defining the development goals, supervision department, business scope, business mode, system networking, and supportive policy, and boosting the standard, healthy and sustainable operations of villager-oriented micro-credit company, it is hereby to set forth the following opinions:

I. To further widen the coverage of villager-oriented micro-credit companies in villages and towns. Villager-oriented micro-credit companies shall steadfastly adhere to the goals of basing itself on the villages, and serving the “issues of agriculture, farmer and rural area”, and the principles of “providing only loans without accepting deposits, standardizing operations, strengthening supervision, and preventing risks”, and the orientation of establishing professional finance companies with steady source of capitals and distinctive business characteristics, with a view to providing credit aid and multiple forms of financial services to the farmers, farmer's specialized cooperative organization, and county-level small and medium-sized enterprises (SMEs). The various local governments and related authorities shall encourage and assist eligible enterprises and individuals in setting up villager-oriented micro-credit companies in villages and towns, and promoting the eligible villager-oriented micro-credit companies to set up branches in villages and towns, so that villager-oriented micro-credit companies can well and truly give full play to their professional advantages of keeping a foothold in villages, being close to farmers, and serving the agriculture. The villager-oriented micro-credit companies newly set up in counties must be located in villages and towns without these companies previously, and those newly set up in district-level economic development zone must be located in streets which are without these companies previously and are related to the agriculture; various levels of financial authorities, when approving the yearly development plans for various villager-oriented micro-credit companies, shall take the coverage rate in villages and towns as a critical yardstick. Great efforts will be made to realize the full coverage of business development by villager-oriented micro-credit companies in villages and towns; the full coverage of development of villager-oriented micro-credit companies (including branches) will be realized during the 12th Five-Year Plan period.

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II. To strengthen the supervision and risk control regarding the villager-oriented micro-credit companies. It’s made clear that the office for financial affairs of the provincial government acts as the supervision department for the villager-oriented micro-credit companies in Jiangsu, and the administrations for industry and commerce, government finance, taxation, rural affairs etc. are in charge of the supervision within their respective scope in accordance with the assignment of responsibility, so as to realize joint supervision abilities. The various local authorities shall step up efforts to build the supervision team, enrich the supervision powers, and boost supervision abilities regarding the villager-oriented micro-credit companies. For one thing, it shall strictly prevent and control the policy risks for villager-oriented micro-credit companies, and prevent the acts in violation of laws and regulations, including accepting or covertly accepting deposits, loan recovery by violent force, illegal lending, off-the-book operations, and withdrawal of capital fund; for another, high attention shall be paid to the operating risks regarding villager-oriented micro-credit companies by strengthening the control management of loan concentration and shareholder loan ratio, and reinforcing the check for compliance and authenticity of loan origination and utilization, so as to prevent villager-oriented micro-credit companies from passing the operating risks on to the financial organizations while operating under liabilities.

The offices for financial affairs at various levels shall conscientiously implement the supervision accountability system for villager-oriented micro-credit companies. The office for financial affairs of the provincial government shall conduct research into setting up the appraisal mechanism for supervisors, and link the supervision to the development plans of various areas. Efforts shall be made to carry out in earnest the annual verification system of villager-oriented micro-credit companies, to strengthen the daily supervision and off-site inspection, and conduct on-site inspection on a non-regular basis. Investigation shall be energetically made regarding conducting supervision rating and classification management of province-wide villager-oriented micro-credit companies, so as to implement the diversified supervision in terms of financing ratio, business authorization, inspection frequency etc. according to the rating of the villager-oriented micro-credit companies. By virtue of the establishment of a scientific, strict and standard supervision system, the villager-oriented micro-credit companies in Jiangsu will become a veritable disciplined and organized team for serving the “issues of agriculture, farmer and rural area”, with the purposes of seizing opportunities for acceleration in popularization and promotion by winning extensive plaudits from the society.

The villager-oriented micro-credit companies at various levels shall be encouraged to enhance the overall qualities of employees and the abilities of operating management. The offices for financial affairs at various levels shall make organization for villager-oriented micro-credit companies in conducting all kinds of business training and assist the said companies in boosting credit technology and business innovation abilities. The various villager-oriented micro-credit companies shall pro-actively set up and implement the relatively consummate employee remuneration system and benefit system, make exploration in building the employee incentive mechanism, and heighten the employees’ sense of honor and responsibility in devoting themselves to the cause of villager-oriented micro-credit companies.

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III. To make continuous exploration in innovating the business mode for villager-oriented micro-credit companies. The business scope of villager-oriented micro-credit companies officially approved by the office for financial affairs of the provincial government includes: issuing loans to serving the “issues of agriculture, farmer and rural area”, providing financing guarantee, and conducting the business agency for financial institutions and other services. Encouraging and assisting the villager-oriented micro-credit companies in providing overall sound loan business by going to the villages and adopting the all-staff marketing practices, in order to improve the credit technology in the micro-credit sector in rural areas, and become the professional credit institutions oriented towards the “issues of agriculture, farmer and rural area”, and SMEs at county level. On this basis, efforts will be made to promote the villager-oriented micro-credit companies in conducting, by dint of its wide and huge customer resources, extensive cooperation with financial institutions to provide financing guarantee, and to make the villager-oriented micro-credit companies become the platform of financial outsourcing services through a multiple of methods of credit assets transfer, insurance agency, trust agency etc., with a view to providing diversified financial services to rural areas in counties. Meanwhile, they shall increase the income from intermediate business and lower gradually loan interest rates, realizing a win-win situation of social and economic benefits.

IV. To steadily broaden the scope of main business for villager-oriented micro-credit companies. The total liabilities management shall be carried out regarding the villager-oriented micro-credit companies: actual liabilities (including banks loans, large loans to specific customers approved by the offices for financial affairs at various levels etc.) shall not exceed 100% of the net capital; or the liabilities (e.g. providing guarantee for external parties) shall not exceed 300% of the net capital. According to the status of compliant operations of each villager-oriented micro-credit company, the offices for financial affairs at various cities can check and verify the debt ratio for each company through classification. For one thing, the offices for financial affairs at various levels shall strengthen the financing management for villager-oriented micro-credit companies, ensuring that the villager-oriented micro-credit companies raise the capital as per standard channels and proportion, and prevent villager-oriented micro-credit companies from accepting or covertly accepting the deposits by the public; for another thing, efforts shall be made to actively tap the financing channel for villager-oriented micro-credit companies, and priority support shall be given to villager-oriented micro-credit companies – serving the “issues of agriculture, farmer and rural area”, and boasting standard operations, controllable risks, and low interest rates – in boosting the agriculture-serving abilities by means of discovering a whole host of methods such as large loans to specific customers, insurance, and injection of trust capitals. The various governments shall make careful study regarding the existing policies on special funds for agriculture and special discount charges, and provide financial support to villager-oriented micro-credit companies with good performance.

V. To give full play to the overall abilities of the operations and development of villager-oriented micro-credit companies. A variety of measures will be taken to bring the overall abilities of villager-oriented micro-credit companies into play, boosting the efficiency and level for supporting and benefitting the agriculture.

The capital regulation mechanism for villager-oriented micro-credit companies shall be established and perfected. On the condition of voluntariness, villager-oriented micro-credit companies are encouraged to join the capital position regulation system centrally governed by Jiangsu province, the measures for risk control system will be implemented, and the utilization efficiency of the funds of villager-oriented micro-credit companies after collection will be steadily boosted, in order that the capital regulation services can genuinely play a role of boosting the utilization rate of funds of villager-oriented micro-credit companies.

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The establishment of the business system of villager-oriented micro-credit companies shall be strengthened. The offices for financial affairs at various levels and the various villager-oriented micro-credit companies shall have a deep understanding of the importance and necessity of the networking and running of the business system of villager-oriented micro-credit companies in Jiangsu, and ensure that the online networking operation of the business system is completed according to schedule and quality and that the system operations is not just a mere formality. It aims to provide the risk monitoring platform for the supervision departments at various levels and financial institutions, and establishes technical services platform for the business innovation of villager-oriented micro-credit companies. Meanwhile, efforts shall be made to actively promote the business system of villager-oriented micro-credit companies to join the local area network for finances and the credit reference system of the People's Bank of China, in order to aid villager-oriented micro-credit companies in boosting the risk management and control abilities.

The positive role of the industry association of villager-oriented micro-credit companies shall be brought into full play. Encouragement and support shall be given to the provincially administered cities in setting up the industry associations for villager-oriented micro-credit companies, formulating the service convention, implementing the industry self-regulation, establishing and perfecting the industrial management system, so as to boost the favorable social image of the villager-oriented micro-credit companies province-wide.

VI. To actively carry out the various preferential supporting policies for villager-oriented micro-credit companies. The various local governments and related authorities shall conscientiously carry out the spirit of the Notice on Opinions Concerning Several Policies for Boosting Rural Finance Reform and Development by the Jiangsu Department of Finance Forwarded by the General Office of the People’s Government of Jiangsu Province (SZBF [2009] No. 32), ensuring that the various preferential policies for villager-oriented micro-credit companies are carried out to the full. After three years of the term of operations, the villager-oriented micro-credit companies can apply to the original registration authority for change of the term of operations after having been checked and verified by the offices for financial affairs and the administrations for industry and commerce at various cities. The business tax and corporate income tax for villager-oriented micro-credit companies are levied by local taxation bureaus pursuant to the stipulations of the Notice on the Rural Finance Regarding Tax Policies by the Ministry of Finance and the State Administration of Taxation of P.R.C. (CS [2010] No. 4); should villager-oriented micro-credit companies comply with the requirements of “three not less than 70%” in loan origination, the corporate income tax is temporarily levied pursuant to the stipulations of the Opinions on Conducting the Pilot Operations of Villager-oriented Micro-credit Organizations by the General Office of the People’s Government of Jiangsu Province (Trial Operation) (SZBF [2007] No. 142). The industrial and commercial registration, land house property mortgage, the pledge for movable property and other rights, credit investigation etc. for the villager-oriented micro-credit companies are carried out in accordance wit the requirements of banking financial institutions.

Support will be given to eligible villager-oriented micro-credit companies to apply for converting to village banks. In accordance with the Notice on Distributing the “Temporary Regulations for Villager-oriented Micro-credit Companies Converting to Village Banks” by the China Banking Regulatory Commission (YJF [2009] No. 48), a batch of villager-oriented micro-credit companies in Jiangsu province in 2012 will satisfy the basic conditions for converting to village banks after the three-year expiration of term of operations. The related authorities shall strengthen the communications with and reporting to the head office of People's Bank of China and China Banking Regulatory Commission, ensure the continuation and implementation of policies, and conduct the policy consultancy and organization recommendation regarding villager-oriented micro-credit companies converting villager banks, with a view to making breakthrough as soon as possible.

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27th January 2011

Subject terms: finance, villager-oriented micro-credit companies △ Opinions

Cc: provincial Party committee, various departments and commissions, General Office of the Standing Committee of the Provincial People's Congress, General Office of Provincial Committee of the CPPCC, provincial Court, provincial Procuratorate, and provincial military region.

Printed and distributed by the General Office of the People’s Government of Jiangsu Province on 28 January 2011

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