8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

May 12, 2017

Date of Report (Date of earliest event reported)

GREEN VISION BIOTECHNOLOGY CORP.

(Exact name of registrant as specified in its charter)

Nevada	000-55210	98-1060941
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1255 W. Rio Salado Parkway, Suite 215 Tempe, Arizona	85281
(Address of principal executive offices)	(Zip Code)

(480) 339-0181

Registrant’s telephone number, including area code

__________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT

Use of Certain Defined Terms Used in this Current Report on Form 8-K

Except where the context otherwise requires and for the purposes of this Current Report on Form 8-K only:

· “GVBT”, “Company”, "we”, "us” and "our Company" refer to the combined business of Green Vision Biotechnology Corp., its consolidated subsidiaries and its consolidated affiliate, as the case may be;

Definitions related to the corporate structure of Lutu International:

· “Able Lead” refers to Able Lead Holdings Limited, a limited company incorporated in the British Virgin Islands, which holds 89% of the issued and outstanding shares of Lutu International;

· “Harcourt” refers to Harcourt Capital Limited, a limited company incorporated in the British Virgin Islands, which holds 6% of the issued and outstanding shares of Lutu International;

· “Hong Kong Prolific" refers to Hong Kong Prolific Mineral Resources Limited, a wholly owned subsidiary of Light Raise Limited, incorporated in the Hong Kong;

· “Light Raise” refers to Light Raise Limited, a wholly owned subsidiary of Lutu International incorporated in the British Virgin Islands;

· "Lutu International" refers to Lutu International Biotechnology Ltd, a limited company incorporated in the Cayman Islands ;

· "Shanxi Lutu" refers to Shanxi Green Biotechnology Industry Limited, a wholly owned subsidiary of Hong Kong Prolific and a wholly foreign-owned enterprise incorporated in China;

· “Shareholders of Lutu International” refers to Able Lead, Harcourt and Woodhead collectively;

· “Shenzhen Lutu” refers to Shenzhen QianHai Lutu Supply Chain Management Co., Ltd, a wholly owned subsidiary of Shanxi Lutu and a limited company incorporated in China;

· “the Lutu Group” refers to Lutu International, Light Raise, Hong Kong Prolific, Shanxi Lutu, and Shenzhen Lutu collectively; and

· “Woodhead” refers to Woodhead Investments Limited, a limited company incorporated in the British Virgin Islands, which holds 5% of the issued and outstanding shares of Lutu International.

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General definitions:

· "China" and " PRC" refer to the People's Republic of China, and for the purpose of this Current Report on Form 8-K, “China” and “PRC” do not include Hong Kong, Macau Special Administrative Region of the People's Republic of China and Taiwan (The Republic of China);

· "Exchange Act" refers to the United States Securities Exchange Act of 1934, as amended;

· “Hong Kong” refers to the Hong Kong Special Administrative Region of the People's Republic of China;

· "Renminbi " and "RMB" refer to the legal currency of China;

· "SEC" refers to the United States Securities and Exchange Commission;

· "Securities Act" refers to the United States Securities Act of 1933, as amended;

· "U.S. Dollar", and "$" refer to the legal currency of the United States; and

· “United States” and “U.S.” refer to The United States of America.

Technical definitions:

· “ha” refers to hectare, an accepted metric system unit of area, which equals 10,000 m²;

· “ktpa” refers to one thousand tons per annum;

· “MBF” refers to mineral based bio-fertilizer, the main product of Shanxi Lutu;

· “MAP” refers to mono-ammonium phosphate (NH₄H₂PO₄), a commonly used chemical phosphate fertilizer;

· “MOP” refers to muriate of potash or potassium chloride (KCl), the most commonly used chemical potash fertilizer;

· “SOP” refers to sulphate of potash or potassium sulphate (K₂SO₄), a commonly used chemical potash fertilizer; and

· “Principles of Organic Agriculture” refers to the Principles of Organic Agriculture established by the International Federation of Organic Agriculture Movements in September, 2005.

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Chemical symbols for elements:

·	B	Boron
·	Cl	Chlorine
·	K	Potassium
·	Mg	Magnesium
·	N	Nitrogen
·	P	Phosphate
·	S	Sulphur
·	Si	Silicon
·	Zn	Zinc

Solely for the convenience of the reader, this Current Report on Form 8-K contains conversions of certain Renminbi amounts into U.S. Dollars at specified rates. Except as otherwise indicated, all conversions from Renminbi to U.S. Dollars were made based on the exchange rate on 20 March 2017, which was 1 USD to 6.904 RMB. No representation is made that the Renminbi or U.S. Dollar amounts referred to in this Current Report on Form 8-K could have been or could be converted into U.S. Dollar or Renminbi, as the case may be, at any particular rate or at all. See “Risk Factors—Risks factors in doing business in China— Fluctuations in exchange rates could adversely affect our business and the value of our securities” for a discussion of the effects on the Company of fluctuating exchange rates.

Investment Transaction

The investment transaction under the share exchange agreements and contractual agreements as described below (collectively the “Transaction Agreements”) was entered into, between each of the Shareholders of Lutu International and GVBT (the “Investment Transaction”) on May 12, 2017. As a result of closing the Investment Transaction, GVBT acquired part of the shares of Lutu International and assumed management of the Lutu Group.

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The terms of the Transaction Agreements were determined through arm’s length negotiations between GVBT, Lutu International, Able Lead, Harcourt and Woodhead, as applicable. Execution of the Transaction Agreements and the closing of the Investment Transaction were approved by GVBT, Lutu International, Able Lead, Harcourt and Woodhead independently.

Share Exchange Agreement with Harcourt and Woodhead

On May 12, 2017, GVBT entered into a Share Exchange Agreement with Harcourt and Woodhead (the “Minority Interest Exchange Agreement”). Under the Minority Interest Exchange Agreement, Woodhead agreed to transfer GVBT a total of 5% of the issued and outstanding shares of Lutu International. In consideration, GVBT agreed to grant Woodhead, or persons designated by Woodhead, a right to receive a total of 5 million shares of GVBT’s common stock. Under the Minority Interest Exchange Agreement, Harcourt agreed to transfer to GVBT a total of 6% of the issued and outstanding shares of Lutu International. In consideration, GVBT agreed to grant Harcourt, or persons designated by Harcourt, a right to receive a total of 6 million shares of GVBT’s common stock. The transactions under the Minority Interest Exchange Agreement were completed on May 12, 2017.

Share Exchange Agreement with Able Lead and Escrow Agreement

Able Lead has an outstanding loan of $4.43 million denominated in RMB owed to an unrelated third party with its maturity date on January 22, 2018 (the “Outstanding Loan”). Shares of Lutu International held by Able Lead were offered by Able Lead as collateral to secure repayment of the Outstanding Loan (the “Security”).

On May 12, 2017, GVBT entered into a share exchange agreement (the “Majority Interest Exchange Agreement”) with Able Lead. Under the Majority Interest Exchange Agreement, Able Lead agreed to enter into a series of contractual arrangements with GVBT (collectively, the “Contractual Arrangements”) (as described below), in which GVBT assumes management control of the Lutu Group. Able Lead further agrees to deliver the shares of Lutu International to GVBT once the Outstanding Loan is fully repaid. In consideration, GVBT agrees to issue and deliver a total of 89 million shares of GVBT’s common stock to an escrow agent (issued in the name of the escrow agent or its nominee) (the “Escrow Shares”). The Escrow Shares shall be held in escrow for a period of one year or such period of time to be agreed by GVBT and Able Lead upon the execution of the Majority Interest Exchange Agreement. Conditional upon the full repayment of the Outstanding Loan and the release of the Security, the Escrow Shares shall be released to Able Lead in exchange for the delivery of a total of 89% of the issued and outstanding shares of Lutu International by Able Lead to GVBT. In the event that Able Lead fully repays the Outstanding Loan and causes the release of the Security, then the Escrow Shares shall be delivered to Able Lead. In the event that Able Lead cannot fully repay the Outstanding Loan (within a period of one year, or such period of time to be agreed by GVBT and Able Lead) and cause the release of the Security, then the Escrow Shares shall be delivered to transfer agent for cancellation. Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Majority Share Exchange Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements described as below. The transactions under the Majority Interest Exchange Agreement was completed on May 12, 2017.

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Pursuant to an escrow agreement (the “Escrow Agreement”) entered into between Booth Udall Fuller, PLC (the “Escrow Agent") and GVBT on May 12, 2017, the Escrow Shares shall be held by Booth Udall Fuller, PLC for a year upon the execution of the Majority Share Exchange Agreement. The Escrow Shares shall not be subject to any lien, attachment, or any other judicial process of any creditor of GVBT, and shall be held and disbursed solely for the purposes and in accordance with the terms of the Majority Share Exchange Agreement.

The terms of the Escrow Agreement and the following contractual agreements with the Lutu Group and Able Lead have been agreed to and the agreements were signed and delivered in connection with the closing of the Investment Transaction.

Contractual Arrangements with the Lutu Group and Able Lead

On May 12, 2017, GVBT entered into a series of contractual agreements (term of which are also agreed by Woodhead and Harcount) as described below with Lutu International and/or Able Lead (the “Contractual Arrangements”). Upon execution of the Contractual Arrangements, GVBT assumes management of the Lutu Group and receives economic benefits which includes right to receive the expected residual returns and and/or obligation to absorb expected loss from the Lutu Group. Each agreement in the Contractual Arrangements constitutes valid and binding obligations of the parties of such agreements and is enforceable and valid in accordance with the laws of Cayman Islands. All agreements executed by Lutu International were duly approved by its board of directors and the Shareholders of Lutu International.

Consulting Services Agreement

Pursuant to the exclusive consulting services agreement entered into between GVBT and Lutu International on May 12, 2017, GVBT has the exclusive right to provide to the Lutu Group general business operation services, including advice and strategic planning, as well as consulting services related to the technological research and development of bio-fertilizers. Further, GVBT owns the intellectual property rights developed or discovered through research and development, in the course of providing the consulting services, or derived from the provision of the consulting services. In consideration, Lutu International pays an annual consulting service fees to GVBT in the amount equivalent to all of Lutu International’s profits for the relevant financial year. The term of this consulting service agreement is five (5) years from its effective date and may be extended and terminated upon GVBT’s written confirmation prior to the expiration of this agreement.

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Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Consulting Services Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements or the Majority Interest Exchange Agreement.

Operating Agreement

Pursuant to the operating agreement entered into between GVBT, Lutu International and Able Lead on May 12, 2017, GVBT agrees to provide guidance and instructions on the Lutu Group’s daily operations, financial management and employment issues. Able Lead agrees to designate candidates recommended by GVBT as their representatives on the boards of directors of each member of the Lutu Group. GVBT has the right to appoint senior executives of each member of the Lutu Group. In addition, GVBT agrees to guarantee the Lutu Group’s performance under any agreements or arrangements relating to the Lutu Group’s business arrangements with any third party. In consideration, Lutu International agrees that it will not, and will cause the Lutu Group not to, without the prior consent of GVBT, engage in any transactions that could materially affect their respective assets, liabilities, rights or operations, including but not limited to, incurrence or assumption of any indebtedness, sale or purchase of any assets or rights, incurrence of any encumbrance on any of their assets or intellectual property rights in favor of a third party or transfer of any agreements relating to their business operation to any third party. The term of this operating agreement is five (5) years from its effective date and may be extended and terminated only upon GVBT’s written confirmation prior to the expiration of the this agreement.

Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Operating Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements or the Majority Interest Exchange Agreement.

Proxy Agreement

Pursuant to the proxy agreement entered into between Able Lead, Lutu International, and GVBT on May 12, 2017, Able Lead agrees to irrevocably grant a person to be designated by GVBT the right to exercise its voting rights and other rights, including the attendance of, and the voting at the shareholders’ meetings of Lutu International for and on behalf of Able Lead (or the signing of written resolutions in lieu of such meetings) in accordance with applicable laws and its articles of association, including but not limited to the appointment and voting for the directors and chairman of the board as the authorized representative of Able Lead to exercise controlling power in the Lutu Group. The proxy agreement may be terminated by joint consent of the parties or upon 7-day written notice from GVBT.

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Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Proxy Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements or the Majority Interest Exchange Agreement.

Changes Resulting from the Investment Transaction

The closing of the Investment Transaction occurred on May 12, 2017, resulting in a change of control of GVBT. Prior to closing of the Investment Transaction, GVBT had a total of 60,790,000 shares of common stock issued and outstanding. As a result of the closing of the Investment Transaction, GVBT now has a total of 160,790,000 shares of its common stock issued and outstanding, of which 60,790,000 shares, or approximately 37.8%, are owned by the previous existing shareholders of GVBT, with the balance of 100,000,000 shares, or approximately 62.2%, owned by the previous shareholders of Lutu International, with certain shares held in escrow pursuant to the Escrow Agreement.

Following the closing of the Investment Transaction, GVBT will carry on the business of the Lutu Group. The Lutu Group, with its operation primarily located in the Shanxi Province of China, is engaged in the biotechnology industry, in particular, the production and distribution of bio-fertilizers. Revenues of the Lutu Group are currently generated from China.

The shareholding structure of GVBT after the Investment Transaction is as follows:

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Changes to the Board of Directors and Officers

Simultaneous with the closing of the Investment Transaction, there was a change in the officers and directors of GVBT. As authorized by the bylaws, the existing director of GVBT, Mr. Ma Wai Kin, appointed two (2) additional members to the Board of GVBT. Such members are Mr. Lam Ching Wan (also known as William Lam) and Mr. Leung Kwong Tak (also known as Dr. Michael Leung). Mr. Ma also appointed Mr. William Lam as GVBT’s Chief Executive Officer and Mr. Lo Kwok Leung as GVBT’s Chief Financial Officer. Mr. Lo Kwok Leung is not related to Dr. Michael Leung.

All members of the Board shall hold their respective offices for a term of one year from their respective dates of appointment, or until the election and qualification of their successors, and thereafter to resign as a director of GVBT. In accordance with the bylaws, officers are elected by the board of directors and serve at the discretion of the board of directors.

Accounting Treatment

The Investment Transaction is being accounted for as a reverse-merger and recapitalization. For financial reporting purposes, Lutu International is the acquirer and GVBT is the acquired company. Consequently, the assets, liabilities and operations of GVBT that will be reflected in the historical financial statements prior to the Investment Transaction will be those of Lutu International and will be recorded at the historical cost basis of Lutu International.

Tax Treatment and SEC Filer Status: Small Business Issuer

The Investment Transaction is intended to constitute a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”), or such other tax free reorganization exemptions that may be available under the Code. Immediately following the Investment Transaction, the filer status of GVBT will be a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K, as promulgated by SEC.

Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. An emerging growth company may take advantage of reduced reporting and other burdens that are otherwise applicable generally to public companies. These provisions include:

· a requirement to have only two years of audited financial statements and only two years of related Management's Discussion and Analysis of Financial Condition and Results of Operations disclosure; and

· an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting pursuant to the Sarbanes- Oxley Act of 2002.

We may take advantage of these provisions until the end of the fiscal year ending after the fifth anniversary of our initial public offering or such earlier time that we are no longer an emerging growth company, and if we do, the information that we provide to the stockholders may be different than you might get from other public companies in which you hold equity. We would cease to be an emerging growth company if we have more than $1.0 billion in annual revenue, have more than $700 million in market value of our ordinary shares held by non-affiliates, or issue more than $1.0 billion of non-convertible debt over a three-year period. The JOBS Act permits an "emerging growth company" like us to take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies.

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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

The information provided in Item 1.01 of this Current Report on Form 8-K in relation to the aforementioned Investment Transaction and related Transaction Agreements (as defined therein) is incorporated by reference into this Item 2.01.

The Investment Transaction closed on May 12, 2017 and as a result, GVBT’s principal business will assume the business of Lutu International and GVBT will cease being a shell company. GVBT has included below the information that would be required if the Company were filing a general form for registration of securities on Form 10 under the Securities Exchange Act of 1934

FORM 10 INFORMATION

Item 1. Business

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

THIS CURRENT REPORT ON FORM 8-K CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOLVE RISKS AND UNCERTAINTIES, PRINCIPALLY IN THE SECTIONS ENTITLED “ITEM 1. BUSINESS,” “ITEM 1A. RISK FACTORS,” AND “ITEM 2. FINANCIAL INFORMATION.” ALL STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL FACT CONTAINED IN THIS CURRENT REPORT ON FORM 8-K, INCLUDING STATEMENTS REGARDING FUTURE EVENTS, OUR FUTURE FINANCIAL PERFORMANCE, BUSINESS STRATEGY AND PLANS AND OBJECTIVES OF MANAGEMENT FOR FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. WE HAVE ATTEMPTED TO IDENTIFY FORWARD-LOOKING STATEMENTS BY TERMINOLOGY INCLUDING “ANTICIPATES,” “BELIEVES,” “CAN,” “CONTINUE,” “COULD,” “ESTIMATES,” “EXPECTS,” “INTENDS,” “MAY,” “PLANS,” “POTENTIAL,” “PREDICTS,” “SHOULD” OR “WILL” OR THE NEGATIVE OF THESE TERMS OR OTHER COMPARABLE TERMINOLOGY. ALTHOUGH WE DO NOT MAKE FORWARD-LOOKING STATEMENTS UNLESS WE BELIEVE WE HAVE A REASONABLE BASIS FOR DOING SO, WE CANNOT GUARANTEE THEIR ACCURACY. THESE STATEMENTS ARE ONLY PREDICTIONS AND INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND OTHER FACTORS, INCLUDING THE RISKS OUTLINED UNDER “RISK FACTORS” OR ELSEWHERE IN THIS CURRENT REPORT ON FORM 8-K, WHICH MAY CAUSE OUR OR OUR INDUSTRY’S ACTUAL RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, LEVELS OF ACTIVITY, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. MOREOVER, WE OPERATE IN A VERY COMPETITIVE AND RAPIDLY CHANGING ENVIRONMENT. NEW RISKS EMERGE FROM TIME TO TIME AND IT IS NOT POSSIBLE FOR US TO PREDICT ALL RISK FACTORS, NOR CAN WE ADDRESS THE IMPACT OF ALL FACTORS ON OUR BUSINESS OR THE EXTENT TO WHICH ANY FACTOR, OR COMBINATION OF FACTORS, MAY CAUSE OUR ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS.

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Green Vision Biotechnology Corp. (the “Company”), formerly known as Vibe Wireless Corp., formerly known as Any Translation Corp., was incorporated under the laws of the State of Nevada on July 5, 2012. We were founded to be in the business of translation and interpretation. The Company undertook translation and interpretation projects for various fields from business, economics, to science issues. The Company later adopted a business plan to pursue business opportunities in the global telecommunications industry.

On September 2, 2015, a change in control of the Company took place by virtue of the Company's largest shareholder and sole officer and director at that time, selling 4,000,000 shares of the Company's common stock to Forestbay Capital Partners II, LLC, a Delaware limited liability company. Such shares represented 65.8% of the Company's total issued and outstanding shares of common stock. As part of the sale of the shares, Forestbay Capital Partners arranged with the former officer and director, prior to his resignation as the sole officer and director of the Company Board, to appoint Mr. Edward Mooney as the sole officer and director of the Company. Mr. Mooney is the Manager of Forestbay Capital Partners II, LLC.

On November 12, 2015, we changed our name to Vibe Wireless Corp in connection with merging with our wholly-owned subsidiary. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 23, 2015.

The Company was originally incorporated under the laws of the State of Nevada on July 5, 2012 as Any Translation Corp.

On September 30, 2016, the Company filed a Certificate of Amendment with the Nevada Secretary of State (the “Nevada SOS”) whereby it amended its Articles of Incorporation by increasing the Company’s authorized number of shares of common stock from 75 million to 750 million and increasing all of its issued and outstanding shares of common stock at a ratio of ten (10) shares for every one (1) share held. The Company’s Board of Directors approved this amendment on September 30, 2016.

On September 30, 2016, the Company filed Articles of Merger with the Nevada SOS whereby it entered into a statutory merger with its wholly-owned subsidiary, Green Vision Biotechnology Corp. pursuant to Nevada Revised Statutes 92A.200 et. seq. The effect of such merger is that the Company is the surviving entity and changed its name to “Green Vision Biotechnology Corp.”

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On September 30, 2016, the Company filed an Issuer Company-Related Action Notification Form with FINRA requesting that the aforementioned forward split and name change be effected in the market. The Company also requested that its ticker symbol be changed to “GVBT”. Such notification form is being reviewed by FINRA. This name change and our ticker symbol change was acknowledged by FINRA and effected in the market on November 27, 2016.

The investment transaction under the share exchange agreements and contractual agreements as described above in Section 1.01 of this current report on Form 8-K (collectively the “Transaction Agreements”) entered into between each of the Shareholders of Lutu International and GVBT (the “Investment Transaction”) was completed on May 10, 2017. As a result of closing the Investment Transaction, GVBT acquired part of the shares of Lutu International and assumed management of the Lutu Group.

1. Overview

Shanxi Lutu was incorporated in 2006 in the Shanxi Province of China as a domestic company. It was acquired by Hong Kong Prolific and was converted into a wholly foreign-owned enterprise (“WFOE”) in 2012. Its mission is to strive for production of fertilizer products in China which are ecologically, socially and economically friendly. Its production activities and products are based on the Principles of Organic Agriculture.

Figure 1- Jinzhong City, Shanxi Province

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2. Corporate History and Background

Microbiologists working for Shanxi Lutu have spent years developing a mixture of microorganisms to manufacture bio-fertilizers from locally available mineral shale which originally cannot be used as fertilizers. They arrived at a mixture of various strains of microorganisms and invented a new product of mineral-based bio-fertilizers (the “MBF”). Shanxi Lutu currently holds a patent in PRC on the production method of the MBF produced (Patent number: ZL200910073705.5) and hence believes possesses the microbial technology to manufacture MBF directly from mineral shale.

In 2011, Shanxi Lutu purchased a piece of industrial land with 34,256 square meters to expand its production capacity. In the same year, an approval to produce 500,000 tons per annum of fertilizers was granted by the PRC Government. After several rounds of corporate transactions and fundraising, Shanxi Lutu is now a WFOE owned by Hong Kong Prolific with the current shareholding structure described in the following section. At present, Shanxi Lutu has a production capacity of 100,000 tons per annum.

3. The Fertilizers Industry

3.1 Essential Plant Nutrients

Nutrients are essential for healthy plant growth. Plants need the right combination of nutrients to live, grow and reproduce. Three (3) non-mineral nutrients, carbon (C), hydrogen (H) and Oxygen (O), are supplied by air (in the form of carbon dioxide) and water. Fifteen (15) essential mineral nutrients are supplied by the soil system. Mineral nutrients in the soil are classified into macro-nutrients and micro-nutrients depending on the quantity required. Macro-nutrients are further categorized into primary and secondary nutrients. Primary nutrients are needed in large quantities and are usually in deficiency. They are Nitrogen (N), Phosphorus (P) and Potassium (K). Secondary nutrients are also needed in large quantities but are usually in sufficient supply in the soil. They are Calcium (Ca), Magnesium (Mg) and Sulphur (S). Micronutrients are needed in small amounts. Examples of micronutrients are Copper (Cu), Boron (B), Iron (Fe), Manganese (Mn), Chlorine (Cl), Molybdenum (Mo) and Zinc (Zn).

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Table 1. Essential Plant Nutrients for Plant Growth
Nutrients Supplied by Air and Water	Nutrients Supplied by the Soil System
Non-Mineral	Primary Macronutrients	Secondary Macronutrients	Micronutrients
Carbon-C Hydrogen-H Oxygen-O	Nitrogen-N Phosphorous-P Potassium-K	Calcium-Ca Magnesium-Mg Sulfur-S	Zinc-Zn Chlorine-CI Boron-B Molybdenum-Mo Copper-CU Iron-Fe Manganese-Mn Cobalt-Co Nickel-Ni

Source: Hugh Savoy, Fertilizers and Their Use, Agricultural Extension Service, The University of Tennessee, http://www.utextension.utk.edu/

Fertilizers are mainly classified according to three essential crop nutrients: Nitrogen (N), Phosphate (P) and Potassium (K). Each nutrient plays a distinct role in plant development: Nitrogen is a major component of chlorophyll for photosynthesis. Phosphates can promote the development of healthy roots, flowers, and fruits and help plants to mature promptly. Potassium can increase water intake of crops and increase crop resistance to disease and heat (Deloitte: Chemical quarterly 2013-Q2).

To make sure the amounts of mineral nutrients are sufficient for continuing growth of plants and crops, fertilizers containing primary nutrients are usually added to the soil to replenish the lacking of natural supply nutrients after crops harvest. Blended NPK fertilizers for easier application are also found nowadays.

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3.2 World Total Fertilizer Nutrients (NPK) Production and Consumption

According to IFADATA, the world total fertilizer (NPK) production was around 194 million tons in 2014. China was the largest global producer of total NPK fertilizers, and produced around 58 million tons which represented about 30% of global production share in year 2014 (Figures 1 and 2).

Figure 1 World Total Fertilizer Nutrients (NPK) Production in 2014

 

Source: IFADATA, http://ifadata.fertilizer.org/ucResult.aspx?temp=20170303042012

Figure 2 World Production Share of Total Fertilizer (NPK) by Countries in 2014

Source: IFADATA, http://ifadata.fertilizer.org/ucResult.aspx?temp=20170303042012

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According to IFADATA, the world total fertilizer (NPK) consumption was around 184 million tons in 2014. China was the largest consumer of total NPK, and it consumed around 52 million tons and captured about 28% of consumption share in that year (Figures 3 and 4).

Figure 3 World Total Fertilizer Nutrients (NPK) Consumption in 2014

Source: IFADATA, http://ifadata.fertilizer.org/ucResult.aspx?temp=20170303043213

Figure 4 World Consumption Share of Total Fertilizer (NPK) by Countries in 2014

Source: IFADATA, http://ifadata.fertilizer.org/ucResult.aspx?temp=20170303043213

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According to the PotashCorp Market Overview presented at the TFI World Fertilizer Conference, September 2015 (the “PotashCorp Market Report”), the major consumption countries of world fertilizer nutrients (NPK) are the developing countries in Asia and Latin America. Together with North America, these major fertilizer-consuming regions account for more than 80% of world fertilizer consumption. Nitrogen and Phosphate use are more heavily concentrated in China and India, while the Potash consumption is dstributed among a number of major regions. Figure 5 depicts the world individual fertilizer consumption distribution by region in 2014. Potash is any of various mined and manufactured salts that contain potassium in water-soluble form. Common potash compounds include potassium chloride, potassium sulfate or potassium nitrate.

Figure 5 – World individual Fertilizer Nutrients Consumption Distribution by Region in 2014

Source: PotashCorp Market Overview, TFI World Fertilizer Conference, September 2015

According to the Potash Corp Market Report, the steady growth in crop production serves as a key driver of fertilizer demand. World consumption of grains and oilseeds has grown at an annualized rate of approximately 2.2% from the period of 1995 to 2015. The fertilizer consumption has risen at an average annual rate of approximately 2% over the past same periods, with the rate of Potash consumption growing most quickly among the primary nutrients. Figure 6 indicates the trend of world crop production and fertilizer consumption over the period from 1995 to 2015.

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Figure 6 – World Crop Production and Fertilizer Nutrients Consumption, 1995-2015

Source: PotashCorp Market Overview, TFI World Fertilizer Conference, September 2015

3.3 World Fertilizer Nutrients (NPK) Consumption Outlooks

According to the Food and Agriculture Organization of the United Nations (FAO), the total fertilizer nutrient (NPK) consumption is estimated at 185 million tons in 2014 and is forecast to reach 187 million tons in 2015. Meanwhile, the consumption is expected to reach 199 million tons by the end of 2019 with a successive growth of 1.6% per year. Figure 6 shows the forecasts of world demand for total fertilizer nutrients from 2015 to 2019.

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Figure 7 – World Fertilizer Nutrients (NPK) Consumption Forecast (Million Tons) 

 

Source: World fertilizer trends and outlook to 2019 Summary report, Food and Agriculture Organization of the United Nations – Rome, 2016

The world demand and the growth forecast for individual fertilizer nutrients (NPK) are also summarized in Table 2. The growth rate of Potash consumption is expected to increase higher than the other two fertilizer nutrients of Nitrogen and Phosphate over the period from 2015 to 2019.

Table 2 – World Demand Forecast for Fertilizer Nutrients (NPK) 2015-2019 (Million Tons)

Year	2015			2016			2017			2018			2019
Nitrogen (N)		113			114			115			117			118
Growth		1.5	%		1.3	%		1.4	%		1.2	%		1.1	%
Phosphate (P)		42			43			44			45			46
Growth		0.6	%		1.8	%		2.1	%		2.0	%		2.0	%
Potash (K)		32			33			34			34			35
Growth		0.3	%		2.6	%		2.5	%		2.4	%		2.3	%
Total (NPK)		187			190			193			196			199
Growth		1.1	%		1.6	%		1.7	%		1.6	%		1.5	%

Source: World fertilizer trends and outlook to 2019 Summary report, Food and Agriculture Organization of the United Nations – Rome, 2016

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3.4 China Fertilizer Nutrients (NPK) Consumption

According to the PotashCorp Market Report, China has expanded its Nitrogen and Phosphate capacity over the past two decades. As a result, China is self-sufficient in both Nitrogen and Phosphate nutrients, and in recent years became a significant net exporter of both. In 2015, China’s consumption of Nitrogen and Phosphate were estimated at approximately 34 million tons and 13 million tons respectively. On the other hand, China’s consumption of Potash nutrients was estimated at 14 million tons and it needs to import about 55% of Potash in order to meet its Potash requirement in 2015. In recent years, China has increased its domestic production of Potash nutrient through the ramp-up of domestic capacities. However, additional capacity growth could be limited by the amount of space on the salt lakes and the quality of known reserves in the Qinghai Province of China.

Figure 8 – China Fertilizer Nutrients Consumption Profile

Source: PotashCorp Market Overview, TFI World Fertilizer Conference, September 2015

3.5 World Bio-Fertilizer Outlook

The excessive application of agrochemicals on crops has led to soil contamination and other environmental hazards. The bio-fertilizers, being as an eco-friendly option, help to maintain soil and crop health. Nitrogen-fixing, Phosphate-solubilizing and Potash-mobilizing are currently key bio-fertilizer types.

The NOVONOUS report “Global Bio-Fertilizer 2016-2020” estimates that global bio-fertilizer market will grow at a CAGR of 13.9% by 2020. The growth drivers are mainly due to increasing penetration of bio-fertilizers in agriculture, increasing demand for organic products and easy availability of affordable bio-fertilizer products to end users. The report found that most of the growth in bio-fertilizers can be attributed to the affordable cost of bio-fertilizer, increasing concern on sustainable farming, rising governmental support and environmental regulations.

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According to the NOVONOUS report, Nitrogen-fixing and Phosphate-solubilizing bio-fertilizers dominate the first and second largest market share in the global bio-fertilizer market. NOVONOUS estimates that the global Nitrogen-fixing and global Phosphate-solubilizing bio-fertilizer markets are expected to grow at a CAGR of 13.25% and 20.75% respectively till 2020.

In terms of bio-fertilizers by microorganism type, Azospirillum-based and Azotobacter-based bio-fertilizers currently dominate the first and second largest market share in global bio-fertilizers. As per NOVONOUS estimates, global Azospirillum and Azotobacter bio-fertilizers market are expected to grow at a CAGR of 11% and 13% respectively till 2020.

In terms of geographical location, the North America and Europe bio-fertilizer markets dominate the first and second largest market share in global bio-fertilizers. NOVONOUS estimates that the North America and Europe bio-fertilizer markets are expected to grow at a CAGR of 16.65% and 14.90% respectively till 2020. The Asia Pacific bio-fertilizer market captures the third largest market share in global bio-fertilizer market. NOVONOUS estimates that the Asia Pacific bio-fertilizer market is expected to grow at a CAGR of 11.40% till 2020.

3.6 Trend of Using Organic and Bio-fertilizers in China

According to the report “Major Results of Investigation and Assessment of Agricultural Land Classes throughout the Country” released by the PRC Ministry of Land and Resources, about 70.6% of the agricultural land in China was classified as “medium” to “low” classes in terms of soil nutrient conditions, indicating that the fertility of soil in China has been degenerating and affecting the quality of produce and food.

In the last three decades, chemical fertilizers accounted for more than 80% of the fertilizer market in China, and it was commonly believed that it was one of the most important factors attributing to the continuous and serious degeneration of soil fertility in China. Many agronomists in China now believe that the increasing use of organic and bio-fertilizers will be the upcoming solution to improve the soil nutrient quality of farmland in China.

On 29^th July 2015, the PRC Ministry of Industry and Information Technology published a policy document titled “Instructive Opinion about the Changing Development of Chemical Fertilizer Industry in China”, encouraging the development of new, effective and environmentally friendly fertilizers, and looking forward to increasing the use of “new fertilizers” (non-chemical fertilizers) from 10% to 30% for fertilizer applications in China.

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In addition, the PRC Ministry of Agriculture pronounced in its annual prominent “Document No. 1” in 2016 that the “zero-growth of chemical fertilizers in China” target has to be achieved by 2020 in China. Parallel with this policy, the increasing uses of microbial compound fertilizer, liquid-type, specialized, slow-release and controlled-release fertilizers would become the future trend in the fertilizer market in China in the upcoming years.

3.7 Classification of Fertilizers in the China Market

There are many ways to classify fertilizers. Fertilizers are usually divided into inorganic fertilizers, organic fertilizers and microbial fertilizers. Currently, inorganic fertilizers have a decisive market share and impact in the fertilizer market followed by organic fertilizer. In contrast, microbial fertilizers have a lesser share of the fertilizer market.

According to the rules and regulations under the “Measures for the Administration of Fertilizer Registration”, “PRC National Standard for Fertilizer and Soil Conditioner Terminology” (GB/T 6274-1997), PRC Agricultural Industry Standards NY 525-2012, NY884-2012 and NY/T 798-2015, the following terms shall have the following meanings in China’s fertilizers market:

i.	Fertilizer: its main function is to provide nutrients for plants. (GB/T 6274-1997)
ii.	Inorganic [mineral] fertilizer: its nutrients are in the form of inorganic salt fertilizer, which is made by the extraction, physical and/or chemical industrial method (sulfur, calcium cyanamide, urea and its contraction, and bone powder superphosphate are usually classified as inorganic fertilizers). (GB/T 6274-1997)
iii.	Complex fertilizer: a fertilizer manufactured only by chemical method, and its components are specified with at least 2 out of the 3 nutrients, namely Nitrogen, Phosphorus, Potassium. (GB/T 6274-1997)
iv.	Organic fertilizer: a fertilizer containing carbon, its components mainly made from plants and/or animals. (NY 525-2012)
v.	Microbial fertilizer: it refers to fertilizer products which contain specific living microorganisms and have specific fertilizer’s effects when applied to agricultural production. The specific fertilizer’s effects include the provision of good conditions of soil and plant environment, and include the provision of necessary nutrients to crops, together with beneficial effects from metabolism of these microorganisms upon plants. (“Measures for the Administration of Fertilizer Registration”)

vi.	Organic microbial fertilizer: it is made by combining microorganisms which have specific function, and organic materials (mainly animal and plant residues such as livestock and poultry manure, crop stalks, etc.) which are disinfected and decomposed. They possess the functions of both microbial fertilizers and organic fertilizers. (NY884-2012)
vii.	Compound microbial fertilizer: it is a vivo microbial product with a combination of specific microorganisms and nutrients, which can provide, maintain or improve plant nutrition, improve the yield of agricultural products or improve the quality of agricultural products. (NY / T 798-2015)

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3.8 Classification of our Fertilizers

Currently, our fertilizer products have passed the product standard promulgated by the Ministry of Agriculture and hence have obtained the registration certificate of compound microbial fertilizers from the Ministry of Agriculture (as described in Section 5.1 and 5.2 below) pursuant to the “Measures for the Administration of Fertilizer Registration”. In other words, our products are fertilizer products which contain specific living microorganisms and have specific effects when applied in agricultural production. The specific effects include the provision of nutrients to soil and crops and beneficial effects on the metabolism of plants.

4. Production of Mineral-based Bio-fertilizer (“MBF”)

As discussed above, China lacks high-quality soluble Potash resources. Almost all the current proven Potash resources (i.e. soluble ones) are in the remote Provinces of Qinghai and Xinjiang. These Potash resources mainly exist as brine in salt lakes instead of in rock salt mines common in Canada or FSU. Such resources are generally lower in grading and more polluting during the extraction process. China has abundant resources in insoluble Potash. However, it is difficult to convert such insoluble Potash resources into fertilizers under existing technology.

Figure 9 – Distribution of Potash Resources in China

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Most common chemical Potash fertilizers are readily available in China. However, the overuse of chemical Potash fertilizers in general can cause pollution problems, deterioration in soil quality including soil hardening and alkalinity, and exhaustion of other secondary and micronutrients not added in chemical fertilizers. All these further reduce soil fertility and ultimately making it barren.

Through repeated research and testing, we developed and invented our MBF out of a mixture of microorganisms from locally available mineral shale which originally cannot be used as fertilizers.

Certain bacteria, called Potash solubilizing bacteria, are capable of decomposing minerals in feldspar and mica crystals present in soils and rocks to release the Potassium contained therein.

A wide range of bacteria has been reported to release K from K-bearing minerals in soils, but little information is available on Potassium solubilization by bacteria, their mechanisms of solubilization and effect of such bacteria inoculation on nutrient availability in soils and growth of different crops.

The efficiency of K solubilization was found to vary with various factors, including:

· the nature of Potassium bearing minerals;

· the bacterial strains used;

· acidity; and

· aerobic conditions.

A lot of researchers and scholars around the world are carrying out studies in this regard, including China and India where Potash is in serious shortage.

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Our new product of MBF is a proven product that can serve as a low cost alternative for China, that is suitable for various applications, and that is sustainable and environmentally friendly. Shanxi Lutu currently holds a patent in PRC on the production method of the MBF produced (Patent number: ZL200910073705.5).  

4.1 Production Process

Shanxi Lutu’s MBF are manufactured from mineral shale which contains a significant amount of unavailable Potassium and other minerals beneficial to plants. Microorganisms are added to release such minerals to become rapidly available nutrients and slowly available nutrients in the soil. Our fertilizers can also be doses of Potassium solubilizing bacteria to be applied directly to crops and soils to release unavailable minerals and Potassium already present in the field. Our MBF production process is shown in the following figure:

Figure 10 – Mineral-based Bio-Fertiizer Manufacturing Process

* Potassium Solubilising Bacteria and Phosphate Solubilising Bacteria include Bacillus megairiusdebary, Bacillus mucilaginosus and/or Bacillussubtilis.

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4.2 Raw Material Sourcing for Manufacturing of our Mineral-based Bio-fertilizer

The sources of raw materials are elaborated below:

Mineral Shale	Historical Procurement: According to news reports, Shanxi Province ranks as one of the top provinces in China in terms of the reserve of mineral shale. Apart from Shanxi, mineral shale are mainly found in Guizhou Province.
Bacteria	The mixture of strains of bacteria that is most suitable for application to the local mineral shale was tested and tried by our scientists and researchers in the past years. Our scientists and researchers currently safeguard the exact details of the strains of bacteria used and have been in storage. These act as seed strains which can be later used and multiplied in the production facilities when production starts.
Humic Acid	Humic acid is obtained after processing the matters obtained from the decay of organic matter. Humic acid is in abundant supply and easily obtained in the Shanxi (especially in the cities of Yangquan, Jinzhong, Xinzhou, Lvliang and Linfen),Yunnan and Guizhou Provinces.
Ammonium Chloride, Urea, MAP, MOP	These are common chemical fertiliser ingredients and are either industrial products or imported. They are widely available on the market.

4.3 Existing Facility

We acquired a piece of industrial land in Jinzhong city in Shanxi Province in 2011 as a manufacturing plant. The industrial land use right lasts until 2054. The size of the manufacturing plant is 34,256 square meters. We have completed the phase 1 facilities with an annual production capacity of 100,000 tons per annum. The facilities were tested and adjusted, and are now ready for full scale production.

According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through the land use rights granted by the government. The land use rights represent cost of the rights to use the land in respect of properties located in the PRC.

Lutu currently owns the land use right of the production plant. The expiry date of the land use right is May 8, 2054. The building and land use right are under the name of "Shanxi Lutu" or Shanxi Green Biotechnology Industry Limited. Regarding the cost of the land use right and building, please refer to Audit Report F21 and F22: the cost of Land use rights is USD 1,158,222 and Buildings are USD 2,877,610. The address of Lutu’s production plant is Chang Ning Town West, Chang Ning Village, Yuci District, Jinzhong City, Shanxi Province, China. 

Once we have entered into full operation, we would like to further expand our existing production facilities from the present phase I (100,000 tons per annum) to phase II (200,000 tons per annum), and then to Phase III (500,000 tons per annum) to address the existing needs of the customers, to grab market share and to expand into other markets such as the soil amendment market.

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Figure 11 – Pictures of Shanxi Lutu’s Manufacturing Facilities

Figure 12 - The Manufacturing Plant and the organic microbiogical fertilzers production line

5. Our Products

5.1 Mineral-based Bio-fertilizer (“MBF”)

As described above, we have been applying cutting-edge microbiological technology with high-quality mineral resources to produce organic microbiological fertilizers in order to solve problems such as land pollution due to over-cultivation and overuse of chemical fertilizers and deteriorating food nutrient quality. We have obtained one PRC patent and six registration certificates from the Ministry of Agriculture for our research products as listed in Paragraph 5. 2 below.  

At this stage, we produce seven fertilizer products under two own distinctive brands, “Lutu” (“Green Soil”) and “Lu Kun Dan” (“Premium Soil”) for sales:

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	Lutu (“Green Soil”) Category: Microbial compound fertilizer Applicable to vegetables at sowing stage as base fertilizer Pellet fertilizers	Ingredients: Number of live bacteria (per gram): 20 million NPK content 8% Medium micro-element content: 30% Not less than 20% organic matter
ii.	Lu Kun Dan (“Premium Soil”) Category: Microbial compound fertilizer Applicable to fruit crops (corn, wheat) at the sowing stage as base fertilizer Pellet fertilizers	Ingredients: Number of live bacteria (per gram): 20 million Organic content: 20% NPK content: 25% Medium micro-element content: 8%
iii.	Fertilizer No.1 for rice Categories: compound microbial fertilizer other categories: root fertilizer, base fertilizer, mineral fertilizer Applicable to the sowing stage as base fertilizer:	Ingredients: NPK content: 8% Organic content: 20% Medium micro-element content: 30% Silicon element content: 18.0% Number of live bacteria (per gram): 20 million Live bacteria: Bacillus megaterium and bacillus licheniformis	Function and use: Used as a root fertilizer and base fertilizer Usage: Spread evenly after the last harrow to maintain the water stability. Product standard: Ministry of Agriculture NYT798-2015 compound microbial fertilizer

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iv.	Fertilizer No.2 for rice Categories: compound microbial fertilizer other categories: root fertilizer, additional fertilizer, tillering fertilizer, mineral fertilizer Applicable to the tillering stage:	Ingredients: NPK content: 25% Organic content: 20% Medium micro-element content: 8% Silicon element content: 4.8% Number of live bacteria (per gram): 20 million Live bacteria: Bacillus megaterium and Bacillus licheniformis	Function and use: Used as an additional fertilizer at the rice tillering stage. Apart from increasing the Nitrogen content, it also supplements the right amount of Phosphorus and Potassium nutrients, leading to an increase in organic matter and trace elements. At the same time, the biological bacteria hydrolyzes the Nitrogen, Phosphorus and Potassium nutrients retained in the soil Usage: Sprinkle for about 10 days after transplanting, may be varied appropriately according to the local fertilization habits Product standard: Ministry of Agriculture NYT798-2015 Compound microbial fertilizer
v.	Fertilizer No.3 for rice Categories: compound microbial fertilizer other categories: root fertilizer, additional fertilizer, booting fertilizer, mineral fertilizer Applicable to the booting stage:	Ingredients: NPK content: 15% Organic content: 20% Medium micro-element content: 18% Silicon element content: 10.8% Number of live bacteria (per gram): 20 million Live bacteria: Bacillus megaterium and Bacillus licheniformis	Function and use: Used as an additional fertilizer at the booting stage to increase the supply of Phosphorus and Potassium; continue to increase the organic matter and trace elements, while the microbial bacteria releases Nitrogen, Phosphorus and Potassium nutrients retained in the soil Usage: Sprinkle about 40 days after transplanting Product standard: Ministry of Agriculture NYT798-2015 Compound microbial fertilizer
vi.	Lutu Brand Microbial Organic Fertilizers (specialized for vegetable and fruit crops) Categories: microbial fertilizer, bio-organic fertilizer other categories: root fertilizer, base fertilizer, mineral fertilizer	Ingredients: Organic content: 40% Number of live bacteria (per gram): 20 million Live bacteria: Bacillus megaterium and Bacillus licheniformis	Features: Specialized in enhancing organic matter composition in soil Microbial bacteria are conducive to the activation of soil Effectively solve the problem of consolidation Usage: Apply in soil of 10-20 cm depth Product standard: Ministry of Agriculture NY 884-2012 Bio organic fertilizer OFCD Certification number:IP-0109-914-2040
vii.	Lu Kun Dan Brand Multi-Nutrients Water Soluble Fertilizer Categories: compound fertilizer other category: water soluble fertilizer	Ingredients: NPK content: 55%	Features: Used as an additional fertilizer for multi-season vegetable planting at the later stage Suitable for drip areas in arid regions To supply a lot of nutrients necessary for crops Usage: Used as an additional fertilizer for 2-3 times during the growing season. Product standard: Ministry of Agriculture NY1107-2010 multi-nutrients water soluble fertilizer

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5.2. List of Registration Certificates of our Products

1.	Microbial Fertilizer (2015) Preliminary (No.2470)
2.	Microbial Fertilizer (2009) Approval (No.0522)
3.	Microbial Fertilizer (2016) Preliminary (No.3415)
4.	Microbial Fertilizer (2016) Preliminary (No.3414)
5.	Microbial Fertilizer (2009) Approval (No.0521)
6.	Microbial Fertilizer (2015) Preliminary (No.2457)
7.	Agricultural and Fertilizer (2016) Preliminary (No.11624)
8.	Certificate of Raw Materials Food issued by the Organic Food Development and Certification Center in Nanjing, China

Table 3 – Summary of Shanxi Lutu’s Fertilizers

Products	N+P+K Ratio	Organic Ratio	Trace element Ratio	Effective Microbial Concentration
Fertilizers for vegetables	8%	20%	30%	>=20Mn/g
Fertilizers for fruit crops	25%	20%	18%	>=20Mn/g
Fertilizer No.1 for rice	8%	20%	30% including Silicon and Zinc	>=20Mn/g
Fertilizer No.2 for rice	25%	20%	8% including Silicon and Zinc	>=20Mn/g
Fertilizer No.3 for rice	15%	20%	18% including Silicon and Zinc	>=20Mn/g
Microbial Organic Fertilizers	<8%	40%	30%	>=20Mn/g
Multi-Nutrients Water Soluble Fertilizer	55%	NA	NA	NA

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5.2 Specialized Mineral-based Bio-fertilizer for Rice Production

Rice is the major staple food in southern China. According to STATISTA, the statistics portal, China is the largest consumption country of rice in the world in 2015/16, followed by India. Both China and India, the two countries with the first and second largest population, consume the largest amount of rice in 2015/06. Figure 13 indicates the ranking of rice consumption amongst 10 major countries in 2015/16.

Figure 13 Rice Consumption Worldwide in 2015/16, by country (in million tons)

Source: STATISTA, the statistics portal, https://www.statista.com/statistics/255971/top-countries-based-on-rice-consumption-2012-2013/ 

According to the report “China’s agricultural challenges-Roads to be travelled” (October 2015; USDA PWC Report) (the “PWC Report”), milled rice productions in China has been increasing gradually for the period from 2004/05 to 2014/15. However, the increase of milled rice consumption in China has exceeded its production since 2012/13, and therefore China has to increase its milled rice import since 2012/13. Figure 14 depicts the trend of milled rice productions and consumption in China from 2004/05 to 2014/15.

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Figure 14 Rice Productions and Consumptions in China, 2004/05 – 2014/15

Source: PWC, China’s agricultural challenges-Roads to be travelled, October 2015; USDA

Meanwhile, Figure 15 indicated the global paddy rice yields of major rice producers in 2014/05. China, together with Japan, ranked as the top paddy rice yields producers.

Figure 15 Paddy Rice Yields for Major Producers (2014/15)

Source: PWC, China’s agricultural challenges-Roads to be travelled, October 2015; USDA

During the growth of rice, there are certain peak periods for absorption of nutrients. In addition, there is uniqueness in the nutrients required during the growth of rice in which trace elements like Zinc and Silicon are essential.

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Shanxi Lutu’s specialized fertilizers for rice are designed according to the growth characteristics of rice and the nutrients required. According to the field trial conducted by the Soil and Fertilizer Station of Jinzhong City, Shanxi for the period from April 2015 to November 2015, there was a 26.2% increase in output of rice when our 25% Lu Kun Dan microbial compound fertilizer was applied in the field. Our fertilizers also contain major nutrients and trace elements such as Zinc and Silicon, which are essential elements to the proper and normal growth of rice. Our specialized fertilizers for rice have gone through field trial for a full harvesting season. Results of the field trial in Shanxi and reports from some users showed that, by applying our specialized rice fertilizers, the output of rice is higher.

5.3 Clients and Trials

The use of fertilisers affects crop yield significantly, and fertilisers of low quality or with impurities may in fact pollute the soil and kill or inhibit seed germination or plant growth instead. Therefore farmers are very careful when they switch fertilisers and have asked us to provide samples for field trial before extensive use of our fertilizers.

Shanxi Lutu has approached several clients and provided them with samples for field trials throughout 2015 after a small scale production at the plant facilities is possible. Potential clients have designated a small area of their farmland as trial zones and apply fertilizers from us instead of their usual fertilisers, while the rest of their farmland have continued using their usual fertilisers as a control. Germinating and growing condition of the crops are studied during the period, and yield and produce analysis are done after harvest.

Some of our clients have produced internal official reports to evaluate the performance of our fertilizers as shown below. Those reports were in Chinese format and we did not have the translated copies. In summary, our fertilizers generated a positive feedback from field trial around crop yield and the performance results varied from similar performance to significant increase in performance in comparison with the currently available fertilizers in the market.

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Figure 16 - Trial Results and Promotion Notice of a Heilongjiang based Client

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Executive Summary of Figure 16

P.1: Statement illustrating the effects of applying Lutu Compound Microbial Fertilizers

Heilongjiang Longhui Crop Cultivation Cooperative (“Our Co-operative”) is a government approved agricultural cooperative with a registered capital of 150 million RMB with 788 sub-cooperative members.

Our Co-operative purchased 360 tonnes of Lutu Compound Microbial Fertilizers during January to March of 2015. They were applied in multiple cities and towns as the base fertilizer for rice and maze. After the harvesting season in 2015, we have the following observations to the effects of applying Lutu fertilizers.

1.      Lutu fertilizers have a long-lasting effect. During the growth process of crops, there are no delineation effects and the crops demonstrate draught-resistant and cold-resistant qualities.

2.      The quality of yield is better than other compound fertilizers. The quantity of yield is increased by 15% comparing to last year.

3.      All sub-cooperatives which have tried Lutu fertilizers feel that Lutu fertilizers are better and hence will promote the use of Lutu fertilizers in 2016.

P.2: Promotion notice of Lutu Compound Microbial Fertilizers

To each cities and municipals, collective farms and production bases and individuals:

In order to echo with the provincial policy to promote green agriculture and to achieve zero growth of chemical fertilizers, we hereby decided to promote Lutu Compound Microbial Fertilizers.

Lutu Compound Microbial Fertilizer is a green product developed by Hong Kong Prolific Mineral Resources Limited. It has the following features:

Features of Lutu Fertilizer Products:

1.          Microbial Mineral Compounds Fertilizer developed by advanced mineral smelting process and decomposition process with nutrition utilization rate higher than regular fetilizers and suitable for rice, maze and other fruit and vegetables.

2.          Besides nitrogen, phosphorus and potassium (﹥8%), Microbial Mineral Compounds Fertilizer also contain elements such as calcium, magnesium, sulfur, trace elements: zinc, copper, manganese, boron, molybdenum, iron, selenium, etc. Toxic elements such as lead, mercury, chromium and arsenic are well below the national standard.

3.          Soil improvement, resistance to soil hardening.

4.          Organic fertilizer features - nutrients can be directly absorbed by plants, dosage reduction.

5.          Microbial Mineral Compounds Fertilizer can continuously solubilize the insoluble potassium and phosphorus elements in the soil for plants to absorb and utilize.

6.          With long lasting efficiency and high rate of utilization, the fertilizer benefits growing of the root, stem and seed.

7.          Enhance resilience, anti-cropping and anti-lodging.

8.          Prevent plant diseases and insect pests.

9.          Green and environment-friendly. Proven to increase crops production by 15%-30%.

10.      Enhance better quality of farm crops and contain higher level of nutrients. 

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Figure 17 - Trial Results of a Chongqing based Client

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Translation of Figure 17

Figure 17:

Trial Report of Lutu Microbial Fertilizer in Chongqing City, China

1. Trial purpose:

To show the actual effects of applying Lutu Microbial Fertilizer and to compare the trial results with other compound fertilizers in terms of yield, quality and appearances.

2. The fertilizers used:

· other brands of compound fertilizers (the NPK content is 45%)

· Lutu microbial compound fertilizers (the NPK content is 8%), effective microbial content is greater than or equal to 20 million unit per gram,.

· The fertilizers are applied to 2-years-old Citrus sinensis.

3. Trial Methodology

· Dig a hole with length 20cm, width 20cm and height 50cm, apply the ferilizers into the hole;

· 1 kilogram of each types of fertilizers per each plant for comparison;

· The date when the fertilizers were applied: 23, June 2015;

· The trial surface area for each control set-up is 0.5 mu and 83 plants of Citrus sinensis are present.

4. Trial Result:

	Lutu	Other Brands
Yield	10 kg/plant, 1650 kg/mu	10kg/plant 1660 kg/mu
Fruit colour	Pink-red	Pink-red
Thickness of fruit skin	2.8mm	3.8mm
Average weight of fruit	155.8	153.7
Average diameter	63mm	65mm
Soluble residue	10%	10%

5. Experiment Analysis

From the results of the trial, there are no significant differences between the effects of applying Lutu fertilizers and other brands of compound fertilizers. This is the first time we apply Lutu fertilizers and previously we applied other brands of fertilizers.

It is expected that if Lutu fertilizers are applied for consecutive years, the problem of soil compaction can be improved and the quality and quantity of yield can be improved.

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6.     Our Marketing and Sales Strategy

6.1 Marketing Strategy

As of 2017, Shanxi Lutu is at the development stage of selling its products. Sales of the fertilizers mainly concentrate in various vegetables, fruit crops, rice and maize. As China has over 30 million hectare of rice fields (National Bureau of Statistics of China), consumption of fertilizers was estimated to be in the range of 20-30 million tons per annum.

In 2017, the marketing strategy of Shanxi Lutu in China will be adjusted and will include the following major aspects:-

(1)	focusing on the sales of specialized fertilizers for rice;
(2)	continuing to develop the organic fertilizers market for vegetables and fruits; and
(3)	continuing to develop the organic bio-fertilizers market.

7. Customers

After years of research and preparation, Shanxi Lutu has begun production and has established a sales team to carry out sales and marketing activities in 2016. Most sales transactions are done through distributorships at the moment. Our major distributors at this stage are as follows:

a)	Heilongjiang based distributor, which is distributing our products in 10 counties in the Heilongjiang Province;
b)	Shanxi based distributors, who are distributing our products in 5 counties in the Shanxi Province; and
c)	Distributors in other provinces: Hainan, Fujian, Inner Mongolia, Hebei, and Yunnan.

Since China is a big country with huge territories, our marketing strategy is to secure more distributorship deals from nation-wide distributors to penetrate into the markets of different regions in China. In addition to the distributors in the provinces mentioned above, we are developing our sales network in the Provinces of Jilin, Jiangxi, Sichuan, Hunan and Hubei. We are actively looking for distributors in these provinces.

8. Product Delivery

There are two means of transportation for fertilizers in China. If the destination is over 300 km away, rail transportation is preferred. If the destination is within 300 km, road transportation is preferred.

8.1 Rail Transportation

According to the “Notice on Adjusting Railway Freight Price to Further Improve Price Formation Mechanism” promulgated by the National Development and Reform Commission, the national rail freight benchmark rate of goods is increased by an average of 1 cent per ton of kilometers, that is, from the current 14.51 cents to 15.51 cents.

There are also other costs including loading fees, railway station service fees, railway handling costs and other expenses. The freight fees are usually borne by the purchaser.

8.2 Road Transportation

The purchaser normally arranges for the transportation and pays for the freight fees.

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8.3 Timing

The location of the client determines their fertiliser application schedule and needs. Farmers in Northern provinces of China need to apply fertilisers in spring. They generally have only one harvest in a year and delivery needs to be made around March. Farmers in southern provinces of China can produce two to three harvests a year and generally order year round.

8.4 Logistics Arrangements and Pricing

Shanxi Lutu generally prices its orders free on board in Taiyuan. We can make logistics arrangements on behalf of the client or deliver the product to designated locations at the cost of the client, either by charging the cost directly back to the client or building the cost into an elevated mark-up unit price.

8.5 Payment Terms

In line with the current practice of payments in the fertilizers industry in China, our clients general will settle the majority of payments with us after harvest, when the produce is sold on the market and their working capital is recouped. This is especially true for clients in the north-eastern provinces as crop growths is slower and produce only one harvest during the year. However, some users (usually the smaller distributors) may agree to paying an upfront payment of around 30-100%, given they can have multiple harvests during the year. Therefore, there is a significant working capital requirement upfront to start production.

9. Employees

Shanxi Lutu currently has about 28 employees in various departments: production, engineering and maintenance, administration, sales and marketing, finance and accounting. Shanxi Lutu usually retains around 50 individuals in the capacity of independent contractors during the peak season to assist production.

10. Competition

10.1 Competitive Advantages

Our developing experience and technology combine to obtain several competitive advantages as follows:

1. Nature of MBF:

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· Through the life activities of microorganisms, Shanxi Lutu’s MBF are able to promote crop growth, improve the resistance of crops to pests, improve the quality of crops and provide soil amendment directly or indirectly.

· Our MBF can reduce the usage of chemical fertilizers and pesticides significantly and are proven more efficient than other brands of fertilizers in decomposing the existing chemical fertilizers and pesticides accumulated in soil. (See Figure 16: Trial Results and Promotion Notice of a Heilongjiang based Client and Figure 17: Trial Results of a Chongqing based Client).

2. Patents were granted for MBF production.

· We obtained a patent of the production method of MBF in 2012.

· We also have two other patent applications pending the approval of State Intellectual Property Office in the PRC and one patent application which is in the process of PCT and is prepared to be submitted to United States Patent and Trademark Office (USPTO) for registration.

· Once the approval procedures of these patent applications are completed, we can benefit from more tax reductions under the policies of the PRC government.

3. Our bio-fertiliser products have received positive feedback from clients

· Our products have been tested in several locations in China with local farmers and users, and have received favourable feedbacks.

4. We do not currently observe the emergence of other significant competitors in the market.

· We have already established our phase I production facilities of 100,000 tons per annum and operations.

· We have not yet been aware that there is another significant competitor within the Shanxi Province with comparable scale or product quality. We do not guarantee that there will be no emergence of other significant competitors in the future.

5. Our research and development capability allows further expansion to other parts of China.

· We have research and development capability and have successfully landed on breakthroughs with further patent applications in 2014 after the initial patent.

· We are able to perform studies on the feasibility of utilising mineral resources in other parts of China to establish production facilities outside of our initial facilities.

6. Our MBF benefits from the following China’s state policies of enhancing the potential of the organic and bio-fertilizers markets in China. These state policies highlight the conservation of agricultural environment and emphasize that preventive measures tackling agricultural pollution should be stepped up and zero growth of the usage of chemical fertilizers should be achieved.

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· “The Action Plan of Achieving Zero Growth of Chemical Fertilizers Usage at 2020” promulgated by the Ministry of Agriculture in February, 2015.

· “CPC Central Committee on National Economic and Social Development Five-Year Plan” published in November, 2015.

· “Certain Opinions on Implementing New Ideas of Development and Accelerating Modernization of Agriculture to Realize the Goal of Comprehensive Water Conservancy” published in December, 2015 and “Prevention of Soil Pollution Action Plan” published in May, 2016.

7. Our products which benefit from the Tax Reductions Policy favors organic fertilizers in China.

· According to the “Notice Concerning the Clarification of Enforcement Standard of Organic Fertilizers” published by the State Administration of Taxation in January, 2016, taxpayers can be exempted from VAT if they engage in the production, distribution or retail of organic fertilizer products. Accordingly, we are exempted from paying the VAT tax, which is currently 17%.

· In addition, after Shanxi Lutu has obtained the above-mentioned two patents, it is believed that we will be categorized as “Advanced Technology Companies” and can benefit from profit tax reductions from the current rate of 25% to 15%.

8. We believe we are poised to become one of the largest mineral-based bio-fertiliser and compound bio-fertiliser manufacturers with consistent product quality and competent quality control.

· We believe that there are not many competitors in China which can provide the same comprehensive fertilizing solution to farmers with complete provision of macronutrients (N, P, K), secondary nutrients and micronutrients.

10.2 Competitive Disadvantages

1. We need to fully utilize our production capacity.

· Some of our clients wish to order more. But we lack the working capital to start production to meet our client’s demands.

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2. We have limited sales networks.

· We need to expand the sales networks to diversify our sales and penetrate into different regions in China.

3. Our research and development capability is limited.

· Although we have developed several fertilizer products, we still need to recruit more scientists and researchers to develop new products.

11. Intellectual Property

11.1 Our Key Technology

Shanxi Lutu possesses the technology to produce organic microbiological (multi-element compound microorganism) fertilizers, which can serve as a low cost alternative of fertilizers for China, that are suitable for various applications, and that are sustainable and environmentally friendly. The microbial ingredients of our patented technology have the effect to solubilize the insoluble minerals (including Phosphorus and Potassium) in the soil or in Potash shale through bio-degradation. This technology allows us to extract insoluble minerals (including Potassium) from Potash shale. As mentioned, the ability to extract insoluble minerals (including Potassium) from mineral shale effectively reduces production cost and allows us to utilize reliable raw materials. It also shortens the manufacturing process by replacing chemical Potash extraction processes with bio-degradation.

The microbial ingredients can also be added to the fertilizer products sold to customers. The microbial contents added to the fertilizer products can solubilize the insoluble Phosphorus and Potassium in the soil. As a result, the now soluble Phosphorus and Potassium can be easily absorbed by crops or plants. Therefore, the fertilizer products of Shanxi Lutu are also soil conditioners with the effect of amending and improving soil qualities. Such result cannot be achieved by chemical fertilizers. Hence, our fertilizer products have a competitive edge over chemical fertilizers.

Shanxi Lutu produces various fertilizers through the combination of various percentages of minerals, humic acid, bacteria and other supplementary ingredients. We can undergo raw material procurement for organic microbiological fertilizer production.

The minerals shale is currently available in different provinces in China. Shanxi Lutu has signed an agreement with a village in Shanxi to utilize such mineral shale. Local workers from the village can be hired to extract the mineral shale without significant difficulties. Humic acid is a by-product of coal mines and is abundantly present in the markets in many provinces of China. Other supplements are usually commonly available and purchased at the market.

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The currently marketed products are designed to be in pellet forms that would be easy for farmers to apply. Both products have obtained the necessary fertilizer registration certificates from the Ministry of Agriculture.

Table 4 – Summary of the Relevant Invention Patent of the Company

	Patent Title	Certificate / Application number	Patent holder	Date	Current status
1	Bio-logical mineral compound fertiliser and production method thereof	Certificate number 1092422 Patent number ZL200910073705.5	Shanxi Lutu	Expires: 20 Jan 2019	Approved and Assigned
2	Bacillus mucilaginosus and high density fermenting method thereof (胶质芽孢杆菌及其高密度发酵方法)	Application Number 201410324943X	Shanxi Lutu	Applied: 9 Jul 2014	Pending
3	Multi-element compound microorganism fertiliser and production method thereof (多元素复合微生物肥及其生产方法)	Application Number CN 201410324985.3	Shanxi Lutu	Applied: 9 Jul 2014	Pending
4	Bacillus mucilaginosus and high-density fermentation method thereof (胶质芽孢杆菌及其高密度发酵方法) PCTInternational Filing	Application Number: PCT/CN2015/083366	Shanxi Lutu	Applied: 6 Jul 2015	Pending

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12. Research and Development

In order to further improve and enhance our fertilizer products, we have collaborated with what we believe are reputable academic institutions in China and Hong Kong to carry out further research and tests to our fertilizer products. We have recently started a trial program with the Rice Crops Research Laboratory of the Guangdong Agricultural Science Institute to test our various fertilizer products as applied to different types of rice seeds in the Guangdong Province. The objective of the test is to find out the best combinations of rice seeds and fertilizers (especially organic bio-fertilizers) for rice production in terms of both quality and quantity.

One of our fertilizer products, Lutu Brand Microbial Organic Fertilizers specialized for vegetable and fruit crops, was approved as an organic fertilizer by the Organic Food Development and Certification Centre of China (the “OFDC”) in 2015. The OFDC is a specialized certification body registered at the PRC Certification and Accreditation Administration (CNCA) and is both nationally (China National Accreditation Service for Conformity Assessment -- CNAS) and internationally (International Federation of Organic Agriculture Movements - IFOAM) accredited. The further development of our fertilizer products will be in line with the direction of our mission, namely, the adoption of ecological, social and economical systems that are based on the Principles of Organic Agriculture.

Also consistent with our mission, we have since 2015 become a member of the California Institute of Food and Agricultural Research (CIFAR) at the University of California at Davis. We look forward to collaborating with CIFAR and other members to undertake further projects relating to agricultural developments.

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13. Growth Strategy

13.1 Expansion of Production Capacity

Shanxi Lutu started a larger scale of production of fertilizers in 2015. We would like to further expand the existing production facilities as soon as possible to address the existing needs of our clients, to grab market share and to expand into other markets such as the soil amendment market.

Previous marketing efforts of the Company have concluded that our products are widely accepted in various locations among local farmers. Since our production cost is significantly lower than the cost of the conventional production method to produce compound fertiliser, we are confident that the production capacity can be fully utilized soon after the expansions are completed.

An expansion is planned for the existing facilities in 2 phases, each of which we believe will provide an additional 200,000 ton per annum of production capacity to the plant.

A portion of the land plot that Shanxi Lutu owns is currently vacant and a vacant land plot of c.20,000 sqm (30 Mu) is also available adjacent to the existing site, for the expansion of Phase 2. Phase 3 will also be located in a location potentially adjacent to the source of mineral shale.

After these expansions, we expect the total capacity of the production facilities of the Company will reach 500,000 tons per annum.

Table 5 – Existing Manufacturing Facility and its Planned Expansion

Capex Requirement (RMB million)	Production Capacity (tpa)
Existing Phase 1		100,000
Phase 2 expansion		200,000
Phase 3 expansion		200,000
Total		500,000

 

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Figure 18 – Aerial View of the Manufacturing Facilities

14. Government Regulation

Since our operating branch, Shanxi Lutu, is located in the PRC, our business is regulated by PRC national and local laws. We believe our conduct of business complies with the existing PRC laws, rules and regulations.

General Regulation of Businesses

We believe we are in material compliance with all applicable labor and safety laws and regulations in the PRC, including PRC Labor Contract Law, PRC Production Safety Law, PRC Regulation for Insurance for Labor Injury, PRC Unemployment Insurance Law, PRC Provisional Insurance Measures for Maternity of Employees, PRC Interim Provisions on Registration of Social Insurance, PRC Interim Regulation on the Collection and Payment of Social Insurance Premiums, and other related regulations, rules and provisions issued by the relevant governmental authorities from time to time.

According to the PRC Labor Contract Law, we shall enter into labor contracts with our employees, pay no less than local minimum wages to our employees, provide employees with labor safety and sanitation conditions meeting PRC government laws and regulations, and carry out regular health examinations of our employees engaged in hazardous occupations.

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Regulations related to the manufacturing of bio-fertilizers

According to the Measures for the Administration of Fertilizer Registration (MOA decree No. 32, 2000) promulgated by the Ministry of Agriculture of PRC China, companies are required to obtain registration for fertilizer products in China prior to importing, manufacturing, selling and using them in China.

There are two types of fertilizer registrations. They are temporary registration (one year validity, could be only renewed twice) and formal registration (5 years validity, could be renewed without limits). To ensure the quality and safety of fertilizers, the reviewing body under the Ministry of Agriculture needs a comprehensive understanding of the producer and the product. The applicants are required to undertake a series of tests and prepare different data depending on the origin and the category of products.

If the fertilizer product has undergone the plot trial stage and requires a field trial or marketing trial, temporary registration will be required. In order to obtain temporary registration for a particular fertilizer, the manufacturer needs to submit an application form and samples of the fertilizer. In the application form, the manufacturer needs to submit the following information:

o background information of the manufacturer;

o background information related to the fertilizer product;

o particulars of the product proving that the product meets the national or industry quality standard of the corresponding product type;

o labeling of the product;

o field trial results within the last 3 years;

o toxicity report; and

o appraisal report of the microorganism if it is microbial fertilizer.

If the product wants to be marketed as a commercial product after field trials or marketing trials are completed, the producer should apply for formal registration. In order to obtain formal registration for a particular fertilizer, the manufacturer needs to submit an application form and samples of the fertilizer. According to Article 11 of the Measures for the Administration of Fertilizer Registration, it is required to conduct standardized demonstrative field trials in institutions recognized by the Ministry of Agriculture before applying for formal registration. In the application form, the manufacturer needs to submit the following information:

(1)	field trial results within the last 4 years in not less than 2 different provinces;
(2)	other information that the Ministry of Agriculture requires to supplement the information submitted in applying for temporary registration.

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Foreign Currency Exchange

The principal regulation governing foreign currency exchange in China is the Foreign Currency Administration Rules (1996) as amended in 2008 (the “Rules”). Under the Rules, Renminbi is freely convertible for current account items, such as trade and service-related foreign exchange transactions, but not for capital account items, such as direct investment, loan or investment in securities outside China unless the prior approval of, and/or registration with, the State Administration of Foreign Exchange of the People’s Republic of China (“SAFE”), or its local counterparts (as the case may be), is obtained.

Pursuant to the Rules, foreign invested enterprises (“FIEs”) in China may purchase foreign currency without the approval of SAFE for trade and service-related foreign exchange transactions by providing commercial documents evidencing these transactions. They may also retain foreign exchange (subject to a cap approved by SAFE) to satisfy foreign exchange liabilities or to pay dividends. In addition, if a foreign company acquires a subsidiary in China, the acquired company will also become an FIE. However, the relevant PRC government authorities may limit or eliminate the ability of FIEs to purchase and retain foreign currencies in the future. In addition, foreign exchange transactions for direct investment, loan and investment in securities outside China are still subject to limitations and require approvals from, and/or registration, with SAFE.

Dividend Distribution

Under applicable PRC regulations, FIEs 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 FIE in China is required to set aside at least 10% of its after-tax profit based on PRC accounting standards each year to its general reserves until the cumulative amount of such reserves reach 50% of its registered capital. These reserves are not distributable as cash dividends.

The Enterprise Income Tax Law and its implementing rules generally provide that a 10% withholding tax applies to China-sourced income derived by non-resident enterprises for PRC enterprise income tax purposes unless the jurisdiction of incorporation of such enterprises’ shareholder has a tax treaty with China that provides for a different withholding arrangement. Shanxi Lutu is considered a FIE as it is directly held by Hong Kong Prolific. According to a 2006 tax treaty between the Mainland and Hong Kong, dividends payable by an FIE in China to a company in Hong Kong that directly holds at least 25% of the equity interest in the FIE will be subject to no more than 5% withholding tax. We expect that such 5% withholding tax will apply to dividends paid to Hong Kong Prolific by Shanxi Lutu, but this treatment will depend on our status as a non-resident enterprise.

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Item 1A. Risk Factors

Risk factors related to our business

In order to grow at the pace expected by management, we will require additional capital to support our long-term growth strategies. If we are unable to obtain additional capital, we may be unable to proceed with our plans and we may be forced to curtail our operations.

We will require additional working capital to support our long-term growth strategies and better utilize our production capacity, which includes development of marketing and research and development of new products. Our working capital requirements and the cash flow provided by future operating activities, if any, may vary greatly from quarter to quarter, depending on the volume of business during the period, and other matters. We may not be able to obtain adequate levels of additional financing, whether through equity financing, debt financing or other sources. Additional financings could result in significant dilution to our earnings per share or the issuance of securities with rights superior to our current outstanding securities. If we are unable to raise additional financing, we may be unable to implement our long-term growth strategies, develop or enhance our products and services, take advantage of future opportunities or respond to competitive pressures on a timely basis, or at all. Even if additional financings are available, they may be on terms that we deem unacceptable or are materially adverse to your interests with respect to dilution of book value, dividend preferences, liquidation preferences, or other terms.

Substantially all of our business, assets and operations are located in the PRC.

Substantially all of our business, assets and operations are located in the PRC. The economy of the PRC differs from the economies of most developed countries in many respects. The economy of the PRC has been transitioning from a planned economy to a market-oriented economy. Although in recent years the PRC government has implemented measures emphasizing the utilization of market forces for economic reform, the reduction of state ownership of productive assets and the establishment of sound corporate governance in business enterprises, a substantial portion of productive assets in the PRC are still owned by the PRC government. In addition, the PRC government continues to play a significant role in regulating industry by imposing industrial policies. It also exercises significant control over the PRC’s economic growth through the allocation of resources, controlling payment of foreign currency-denominated obligations, setting monetary policy and providing preferential treatment to particular industries or companies. Some of these measures benefit the overall economy of the PRC, but may have a negative effect on us.

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Our planned expansion could be delayed or adversely affected by, among other things, difficulties in obtaining sufficient financing, technical difficulties, or human or other resource constraints.

Our planned expansion in our production capacity in bio-fertilizers could be delayed or adversely affected by, among other things, difficulties in obtaining sufficient financing, technical difficulties, or human or other resource constraints. Moreover, the costs involved in these projects may exceed those originally contemplated. Costs savings and other economic benefits expected from these projects may not materialize as a result of any such project delays, cost overruns or changes in market circumstances. Failure to obtain intended economic benefits from these projects could adversely affect our business, financial condition and operating performances.

Our limited operating history may not serve as an adequate basis to judge our future prospects and results of operations.

Our limited operating history may not provide a meaningful basis for evaluating our business. The Company entered into business in 2012. We cannot guarantee that we will achieve profitability or that we will not incur net losses in the future. 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 to support our expansion;

● expand our product offerings and maintain the high quality of our products;

● manage our expanding operations and continue to fill customers’ orders on time;

● maintain adequate control of our expenses allowing us to realize anticipated income growth;

● implement our product development, sales, and acquisition strategies and adapt and modify them as needed;

● successfully integrate any future acquisitions; and

● anticipate and adapt to changing conditions in the electronics and information technology industry resulting from changes in government regulations, mergers and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics.

If we are not successful in addressing any or all of the foregoing risks, our results of operations may be materially and adversely affected.

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We will incur significant costs to ensure compliance with United States corporate governance and accounting requirements.

We will incur significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the SEC. Since we had no obligations as a public company prior to completion of the Investment Transaction, we did not have any such expenses prior to that date. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. We also expect that these applicable rules and regulations may make it more difficult and more expensive for us to obtain director and officer liability insurance and we may be required to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. As a result, it may be more difficult for us to attract and retain qualified individuals to serve on our board of directors or as executive officers. We are currently evaluating and monitoring developments with respect to these newly applicable rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

The audit report included in this Annual Report was prepared by auditors who are not inspected by the Public Company Accounting Oversight Board and, as a result, you are deprived of the benefits of such inspection

The independent registered public accounting firm that issues the audit reports included in our annual reports filed with the SEC, as auditors of companies that are traded publicly in the United States and a firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") is required by the laws of the United States to undergo regular inspections by the PCAOB to assess its compliance with the laws of the United States and professional standards. Because our auditors are located in the PRC, a jurisdiction where the PCAOB is currently unable to conduct inspections without the approval of the PRC authorities, our auditors are not currently inspected by the PCAOB.

Inspections of other firms that the PCAOB has conducted outside China have identified deficiencies in those firms' audit procedures and quality control procedures, which may be addressed as part of the inspection process to improve future audit quality. The inability of the PCAOB to conduct inspections in China prevents the PCAOB from regularly evaluating our auditor's statements, audits and quality control procedures. As a result, investors may be deprived of the benefits of PCAOB inspections.

The inability of the PCAOB to conduct inspections of auditors in China makes it more difficult to evaluate the effectiveness of our auditor's quality control and audit procedures as compared to auditors outside of China that are subject to PCAOB inspections. Investors may lose confidence in our reported financial information and procedures and the quality of our financial statements.

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We may not be able to meet the internal control reporting requirements imposed by the SEC resulting in a possible decline in the price of our common stock and our inability to obtain future financing.

As directed by Section 404 of the Sarbanes-Oxley Act, the SEC adopted rules requiring each public company to include a report of management on the company’s internal controls over financial reporting in its annual reports. Although the Dodd-Frank Wall Street Reform and Consumer Protection Act exempts companies with a public float of less than $75 million from the requirement that our independent registered public accounting firm attest to our financial controls, this exemption does not affect the requirement that we include a report of management on our internal control over financial reporting and does not affect the requirement to include the independent registered public accounting firm’s attestation if our public float exceeds $75 million.

While we expect to expend significant resources in developing the necessary documentation and testing procedures required by Section 404 of the Sarbanes-Oxley Act, there is a risk that we may not be able to comply timely with all of the requirements imposed by this rule. Regardless of whether we are required to receive a positive attestation from our independent registered public accounting firm with respect to our internal controls, if we are unable to do so, investors and others may lose confidence in the reliability of our financial statements and our stock price and ability to obtain equity or debt financing as needed could suffer.

In addition, in the event that our independent registered public accounting firm is unable to rely on our internal controls in connection with its audit of our financial statements, and in the further event that it is unable to devise alternative procedures in order to satisfy itself as to the material accuracy of our financial statements and related disclosures, it is possible that we would be unable to file our Annual Report on Form 10-K with the SEC, which could also adversely affect the market for and the market price of our common stock and our ability to secure additional financing as needed.

We depend on a network of distributors to sustain our business. If our relationship with our distributors is disrupted, our revenue will be reduced, and our business could become unprofitable.

Our sales to our distributors remain the main source of our revenues. If a distributor terminated its relationship with us, or if its sales of our products were seriously impaired for any reason, our overall sales results would be diminished. In addition, if our distributors were to act in concert to change the economic terms of our relationship with them, the result could have a negative effect on our profitability.

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Our demands are seasonal and our production capacity has not been utilized, we need to expand our sales and have better production planning

Some of our customers will usually only place orders during the sowing season, which usually lasts for only one to two months. During the non-sowing season of our clients, we may not be able to utilize our production capacity due to a lack of orders. Currently, most of our orders come from Hailongjiang, which orders will only come in around February and March.

The sowing and harvesting cycle is different across China. For illustrations, users from Xinjiang province need to apply a significant amount of base fertilizers after each fall harvest before the soil is frozen to recondition and increase the fertility of the generally sandy soil, therefore a significant portion of the orders will need to be delivered around September or October. Users in the Northeastern part of China usually apply fertilizers in spring during the sowing season. They generally have only one harvest in a year and delivery needs to be made around March. Plantations in the southern and south-western parts of China can produce two to three harvests a year and generally they place orders all year around. Therefore, we need to expand our sales networks to different parts of China. Only by doing so, we would have to potential of securing orders all year around and hence have a greater potential of utilizing our production capacity.

There is a time gap between placements of orders and payment from clients, we may face liquidity problems during this time gap

It is market practice in China that customers usually only place orders in the sowing season and settle the majority of payments with the Company after harvest, when the crops are sold on the market and their working capital is recouped. This is especially true for the north-eastern part of China or Xinjiang province as crop growth is slower and there is only one harvest during the year. Some users may agree to paying an upfront payment of around 30%, given they can have multiple harvests during the year.

Therefore, there is a significant working capital requirement upfront to start production due to the time gap between placement of orders and payments. We need to raise more working capital to provide more liquidity to the Company and to help the Company pay production costs more easily. Our failure to raise sufficient working capital would have a material adverse effect on our results of operations and financial condition.

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If Able Lead cannot repay the Outstanding Loan, we may not be able to acquire the majority shares of Lutu International without any encumbrances.

As mentioned above, under the Majority Interest Exchange Agreement, Able Lead needs to repay the Outstanding Loan in the sum of $4.43 million before we can acquire the 89% of shares in Lutu International through the share exchange. There is a risk that Able Lead cannot raise enough funds and there will be a delay for us to acquire all the outstanding shares of Lutu International, or we may not be able to acquire all the outstanding shares of Lutu International.

Our current dependence on a limited number of customers may cause significant fluctuations or declines in our revenues.

Consequently, any one of the following events may cause material declines in our revenues and have a material adverse effect on our results of operations:

· reduction, delay or cancellation of orders from one or more of our significant customers due to a reduction in our customers' product sales, or other reasons;

· selection by one or more of our significant customers of our competitors' products;

· decision by one or more of our significant customers to self-produce products that are currently provided by us;

· loss of one or more of our significant customers and our failure to obtain additional or replacement customers to replace the lost sales volume; and

· failure of any of our significant customers to make timely payment for our products.

Failure to make strategic acquisitions and to establish and maintain strategic relationships, could have a material adverse effect on our revenue growth and prospects.

We may make strategic acquisitions and establish and maintain strategic relationships with third parties. In addition, we may enter into strategic relationships with third parties to gain access to capital or funding for research and development programs, process development programs and commercialization activities, or to reduce the risk of developing and scaling-up for commercial production of our anticipated pipeline of products.

We cannot assure you, however, that we will be able to successfully make such strategic acquisitions or establish strategic relationships with third parties that will prove to be beneficial for our business. Our inability in this regard could have a material adverse effect on our revenue growth and prospects. In addition, strategic acquisitions and relationships with third parties could subject us to a number of risks, including but not limited to:

· our inability to integrate new operations, products, personnel, services or technologies;

· unforeseen or hidden liabilities;

· disagreement with our strategic relationship partners;

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· our inability to generate sufficient revenues to offset the costs and expenses of strategic acquisitions or other strategic relationships; and

· potential loss of, or harm to, employees or customer relationships.

 

Any of these events could impair our ability to manage our business, which in turn could have a material adverse effect on our financial condition and results of operations. Such risks could also result in our failure to derive the intended benefits of the strategic acquisitions or strategic relationships and we may be unable to recover our investment in such initiatives.

Risk factors in doing business in China

Fluctuations in exchange rates could adversely affect our business and the value of our securities.

The value of our common stock will be indirectly affected by the foreign exchange rate between the U.S. Dollar and Renminbi, and between those currencies and other currencies in which our sales may be denominated. Appreciation or depreciation in the value of Renminbi relative to the U.S. Dollar would affect our financial results reported in U.S. Dollar terms without giving effect to any underlying change in our business or results of operations. Fluctuations in the exchange rate will also affect the relative value of any dividend we may issue that will be exchanged into U.S. Dollars as well as earnings from, and the value of, any U.S. Dollar-denominated investments we may make in the future.

Since July 2005, Renminbi is no longer pegged to the U.S. Dollar. Although the People’s Bank of China regularly intervenes in the foreign exchange market to prevent significant short-term fluctuations in the exchange rate, Renminbi may appreciate or depreciate significantly in value against the U.S. Dollar in the medium to long term. Moreover, it is possible that in the future PRC authorities may lift restrictions on fluctuations in the Renminbi exchange rate and lessen intervention in the foreign exchange market.

Very limited hedging transactions are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions. While we may enter into hedging transactions in the future, the availability and effectiveness of these transactions may be limited, and we may not be able to successfully hedge our exposure at all. In addition, our foreign currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert Renminbi into foreign currencies.

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Restrictions under PRC law on ShanxiLutu’s ability to make dividends and other distributions could materially and adversely affect our ability to grow, make investments or acquisitions that could benefit our business, pay dividends to you, and otherwise fund and conduct our businesses.

Practically all of our revenues are earned by Shanxi Lutu. PRC regulations restrict the ability of Shanxi Lutu to make dividends and other payments to its offshore parent company. PRC legal restrictions permit payments of dividends by Shanxi Lutu only out of its accumulated after-tax profits, if any, determined in accordance with PRC accounting standards and regulations. Shanxi Lutu also is required under PRC laws and regulations to allocate at least 10% of its annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said fund reaches 50% of its registered capital. Allocations to these statutory reserve funds can only be used for specific purposes and are not transferable to us in the form of loans, advances or cash dividends. Any limitations on the ability of Shanxi Lutu to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be beneficial to our business, pay dividends and otherwise fund and conduct our business.

Uncertainties with respect to the PRC legal system could limit the legal protections available to you and us.

We conduct substantially all of our business through our operating subsidiaries and affiliate in the PRC. Our principal operating subsidiaries, Shanxi Lutu and Shenzhen Lutu, are subject to laws and regulations applicable to foreign investments in China and, in particular, laws applicable to foreign-invested enterprises. The PRC legal system is based on written statutes, and prior court decisions may be cited for reference but have limited precedential value. Since 1979, a series of new PRC laws and regulations have significantly enhanced the protections afforded to various forms of foreign investments in China. However, since the PRC legal system continues to evolve rapidly, the interpretations of many laws, regulations and rules are not always uniform and enforcement of these laws, regulations and rules involves uncertainties, which may limit legal protections available to you and us. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources and management attention. As a result, it could be difficult for investors to effect service of process in the United States or to enforce a judgment obtained in the United States against our operations, subsidiaries and affiliates in China.

Restrictions on currency exchange may limit our ability to receive and use our sales revenue effectively.

All our sales revenue and expenses are denominated in Renminbi. Under PRC law, Renminbi is currently convertible under the “current account,” which includes dividends and trade and service-related foreign exchange transactions, but not under the “capital account,” which includes foreign direct investment and loans. The relevant PRC government authorities may limit or eliminate our ability to purchase foreign currencies in the future. Since a significant amount of our future revenue will be denominated in Renminbi, any existing and future restrictions on currency exchange may limit our ability to utilize revenue generated in Renminbi to fund our business activities outside China that are denominated in foreign currencies.

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Foreign exchange transactions by our PRC operating subsidiary under the capital account continue to be subject to significant foreign exchange controls and require the approval of or need to register with PRC government authorities, including SAFE. In particular, if our PRC operating subsidiary borrows foreign currency through loans from us or other foreign lenders, these loans must be registered with SAFE, and if we finance the subsidiary by means of additional capital contributions, these capital contributions must be approved by certain government authorities, including the Ministry of Commerce, or their respective local counterparts. These limitations could affect their ability to obtain foreign exchange through debt or equity financing.

We may be exposed to liabilities under the Foreign Corrupt Practices Act and PRC anti-corruption law, and any determination that we violated these laws could have a material adverse effect on our business.

We are subject to the U.S. Foreign Corrupt Practices Act (“FCPA”) and other laws that prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons and issuers for the purpose of obtaining or retaining business. We are also subject to the PRC anti-corruption law, which strictly prohibits the payment of bribes to government officials.

We principally have operations, agreements with third parties and make sales in China, which may experience corruption. Our activities in China create the risk of unauthorized payments or offers of payments by one of our employees, consultants or distributors, because these parties are not always subject to our control. We believe that to date we have complied in all material respects with the provisions of the FCPA and PRC anti-corruption law. However, our existing safeguards and any future improvements may prove to be less than effective, and our employees, consultants or distributors may engage in conduct for which we might be held responsible. Violations of the FCPA or PRC anti-corruption law may result in severe criminal or civil sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating results and financial condition. In addition, the government may seek to hold us liable for successor liability FCPA violations committed by companies in which we invest or that we acquire.

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Risks Relating to the VIE Structure

Our ability to manage and operate Lutu International under the Contractual Arrangements may not be as effective as direct ownership.

We obtain the management of Lutu International by adopting a VIE structure through the Contractual Arrangements. Virtually all of our revenues will be generated through Lutu International. Our plans for future growth are based substantially on growing the operations of Lutu International. However, the Contractual Arrangements may not be as effective in providing us with management control over Lutu International as direct ownership. Under the Contractual Arrangement, as a legal matter, if Lutu International fails to perform its obligations under these contractual arrangements, we may have to (i) incur substantial costs and resources to enforce such arrangements, and (ii) rely on legal remedies under the laws of Cayman Islands, which we cannot be sure would be effective. Therefore, if we are unable to effectively control Lutu International, it may have an adverse effect on our ability to achieve our business objectives and grow our revenues.

Shareholders of Able Lead have potential conflicts of interest with us, which may adversely affect our business.

Dr. Leung Kwong Tak, Michael (“Dr. Leung”), the sole shareholder of Able Lead, which owns 89% of Lutu International’s outstanding equity interests, is also a beneficial owner of the common stock of GVBT. Equity interests held by Dr. Leung in GVBT is less than its interest in Lutu International as a result of the Investment Transaction. In addition, the shareholders’ equity interest in GVBT may be further diluted as a result of any future offering of equity securities. Conflicts of interest may arise as a result of such dual shareholding and governance structure.

If such conflicts arise, Dr. Leung may not act in our best interests, and such conflicts of interest may not be resolved in our favor. In addition, Dr. Leung may breach or cause Lutu International to breach or refuse to renew the Contractual Arrangements that allow us to exercise effective control over Lutu International and to receive economic benefits from Lutu International. If we cannot resolve any conflicts of interest or disputes between us and such shareholders or any future beneficial owners of Lutu International, 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, the outcome of which may adversely affect GVBT.

Our proposed acquisition of shares of Lutu International from Able Lead is subject to the repayment of the Outstanding Loan

Our proposed acquisition of shares of Lutu International from Able Lead is conditional upon the shares of Lutu International being free from encumbrances. Therefore, it is critical whether Able Lead can repay the Outstanding Loan before the maturity date. There is a risk that the current VIE structure has to be continued for an indefinite period of time.

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Risks Related to Our Intellectual Property

If we are unable to protect our proprietary rights or to defend against infringement claims, we may not be able to compete effectively or operate profitably.

Our success will depend, in part, on our ability to obtain patents, protect our existing patent, operate without infringing the proprietary rights of others, and maintain trade secrets, both in China and other countries. Patent matters in the biotechnology and pharmaceutical industries can be highly uncertain and involve complex legal and factual questions. Accordingly, the validity, breadth and enforceability of our patent, and any s and the existence of potentially blocking patent rights of others cannot be predicted, either in China or other countries.

In addition, competitors may manufacture and sell our potential products in those foreign countries where we have not filed for patent protection or where patent protection may be unavailable, not obtainable or ultimately not enforceable. In addition, even where patent protection is obtained, third-party competitors may challenge our patent claims in the patent office of China. The ability of such competitors to sell such products in the United States or in foreign countries where we have obtained patents is usually governed by the patent laws of the countries in which the product is sold.

We will incur significant ongoing expenses in maintaining our patent and our patent applications. Should we lack the funds to maintain our patent and patent applications, or to enforce our rights against infringers, we could be adversely impacted. Even if claims of infringement are without merit, any such action could divert the time and attention of management and impair our ability to access additional capital and/or cost us significant funds to defend.

Currently, we have one patent issued in the name of Shanxi Lutu, which expires January 20, 2019. Our patent applications are pending and there is a risk that these patent applications are eventually unsuccessful.

Intellectual property rights do not necessarily address all potential threats to our competitive advantage.

The degree of future protection afforded by our intellectual property rights is uncertain because intellectual property rights have limitations, and may not adequately protect our business, or permit us to maintain our competitive advantage. The following examples are illustrative:

· Others may be able to make alternative technology and processes which can also produce potash bio-fertilizers that are substitutes for our products but that are not covered by the claims of our patent, our patent applications, or other technology or processes that we may in the future either own or exclusively license.

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· Others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights.

· The patents of others may have an adverse effect on our business.

We may be subject to litigation with respect to the ownership and use of intellectual property that will be costly to defend or pursue and uncertain in its outcome in China

Our success also will depend, in part, on our refraining from infringing patents or otherwise violating intellectual property owned or controlled by others. Pharmaceutical companies, biotechnology companies, universities, research institutions and others may have filed patent applications or have received, or may obtain, issued patents in the United States or elsewhere relating to aspects of our technology. It is uncertain whether the issuance of any third-party patents will require us to alter our products or processes, obtain licenses, or cease certain activities. Some third-party applications or patents may conflict with our issued patent or pending applications. Any such conflict could result in a significant reduction of the scope or value of our issued patent, any patents that may result from our patent applications, or any license rights we may have with respect to patents or technology of others.

Our patents may be challenged under the PRC Patent System

Competitors may successfully challenge our patents. Our patent may be challenged, invalidated or held unenforceable, which could materially and adversely harm our business and results of operations. Our pending patent applications may not be approved or the scope of claims may be restricted in the final approvals, which may provide insufficient protection for our technologies, processes or products.

In addition, it is possible that competitors could, under PRC patent law, apply for and obtain a compulsory license to our patent, and any future patents we may obtain, should we refuse to grant a license for those patents on reasonable terms. Furthermore, the existence of a patent does not provide assurance that the production, sale or use of our products does not infringe the patent rights of another. Third parties may also have blocking patents that could be used to prevent us from marketing products utilizing our patented technologies or processes.

Furthermore, it is possible that our technologies, processes or products may infringe on patents that have not yet been issued. Specifically, in China and many other jurisdictions, patent protection starts from the date the application is first filed. Therefore our attempt to enforce any PRC patent may be defeated by third-party patents issued on a later date if the applications for those patents were filed before ours and the technologies or processes underlying such patents are the same or substantially similar to ours. In such a case, a third party with an earlier application could force us to pay to license its patented technology, sue us for patent infringement and challenge the validity of our patent, and any future patents we may obtain.

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Risks Related to the Market for Our Stock Generally

There is only a very limited market for our common stock.

While our common stock is listed for quotation on the OTC Pink Market, there is currently no trading in our common stock. We cannot provide any assurances as to when, or if, an active market will develop for our common stock.

Our common stock is subject to penny stock rules.

Our common stock is subject to Rule 15g-1 through 15g-9 under the Exchange Act, which imposes certain sales practice requirements on broker-dealers which sell our common stock to persons other than established customers and “accredited investors” (generally, individuals with net worth's in excess of $1,000,000 or annual incomes exceeding $200,000 (or $300,000 together with their spouses)). For transactions covered by this rule, a broker-dealer must make a special suitability determination for the purchaser and have received the purchaser's written consent to the transaction prior to the sale. This rule adversely affects the ability of broker-dealers to sell our common stock and the ability of our stockholders to sell their shares of common stock.

Additionally, our common stock is subject to the SEC regulations for “penny stock.” Penny stock includes any equity security that is not listed on a national exchange and has a market price of less than $5.00 per share, subject to certain exceptions. The regulations require that prior to any non-exempt buy/sell transaction in a penny stock, a disclosure schedule set forth by the SEC relating to the penny stock market must be delivered to the purchaser of such penny stock. This disclosure must include the amount of commissions payable to both the broker-dealer and the registered representative and current price quotations for the common stock. The regulations also require that monthly statements be sent to holders of penny stock that disclose recent price information for the penny stock and information of the limited market for penny stocks. These requirements adversely affect the market liquidity of our common stock.

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You may experience dilution of your ownership interests because of the future issuance of additional shares of the common stock.

In the future, we may issue our authorized but previously unissued equity securities, resulting in the dilution of the ownership interests of our present stockholders and the purchasers of common stock offered hereby. We are currently authorized to issue an aggregate of 750,000,000 shares of capital stock consisting of shares of common stock. As of the closing of the Share Exchange, there will be 160,790,000 shares of our common stock outstanding. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for our common stock in connection with hiring or retaining employees, future acquisitions, future sales of its securities for capital raising purposes, or for other business purposes. The future issuance of any such additional shares of our common stock may create downward pressure on the trading price of the common stock. There can be no assurance that we will not be required to issue additional shares, warrants or other convertible securities in the future in conjunction with any capital raising efforts, including at a price (or exercise prices) below the price at which shares of the common stock will be initially quoted on the OTC Pink market.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.

The JOBS Act permits "emerging growth companies" like us to rely on some of the reduced disclosure requirements that are already available to companies having a public float of less than $75 million, for as long as we qualify as an emerging growth company. During that period, we are permitted to omit the auditor's attestation on internal control over financial reporting that would otherwise be required by the Sarbanes-Oxley Act. Companies with a public float of $75 million or more must otherwise procure such an attestation beginning with their second annual report after their initial public offering. For as long as we qualify as an emerging growth company, we are also excluded from the requirement to submit "say-on-pay", "say-on-pay frequency" and "say-on-parachute" votes to our stockholders and may avail ourselves of reduced executive compensation disclosure compared to larger companies. In addition, as an emerging growth company we can take advantage of an extended transition period to comply with new or revised accounting standards applicable to public companies. Until such time as we cease to qualify as an emerging growth company, investors may find our common stock less attractive because we may rely on these exemptions. 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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Item 2. Financial Information

Overview

The Company was incorporated in the State of Nevada on July 5, 2012. Since incorporation, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a possible business combination.

Following the closing of Investment Transaction, the Company’s principal business became the business of Lutu International. After the consummation of the Investment Transaction, the Company currently has 160,790,000 shares of common stock issued and outstanding.

Critical Accounting Policies and Estimates

The Company’s consolidated financial statements which are filed as exhibits to this Current Report on Form 8-K, have been prepared using the going concern basis of accounting which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

Going Concern

As of December 31, 2016, the Lutu Group (“the Company”, “we”, “our”, “us”) has an accumulated deficit of $3,199,950, and its current liabilities exceed its current assets resulting in negative working capital of $7,333,603. In view of the matters described above, recoverability of a major portion of the recorded asset amounts and realization of the portion of current liabilities into revenue shown in the accompanying balance sheets are dependent upon continued operations of the Company, which in turn are dependent upon the Company's ability to raise additional financing and to succeed in its future operations. The Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may be dependent upon the continuing financial support of investors, directors and/or stockholders of the Company. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding which would enhance capital employed and strategic partners which would increase revenue bases or reduce operation expenses. Management believes that the above actions will allow the Company to continue its operations throughout this fiscal year.

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Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Significant estimates and judgments inherent in the preparation of these consolidated financial statements include, among other things, accounting for asset impairments, allowances for doubtful accounts, depreciation and amortization, the collection of revenues from the Agricultural Cooperative.

Economic and Political risks

The Company’s operations are mainly conducted in Hong Kong and China and a large number of customers are located in Northern China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Hong Kong and China, and by the general state of the economy in Hong Kong and China.

The Company’s operations and customers in Hong Kong and Northern China are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments, and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Hong Kong and China, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Foreign Currency Translation

The Company’s financial statements are presented in the U.S. Dollar ($), which is the Company’s reporting currency, while its functional currency are Renminbi (RMB) and Hong Kong Dollar (HKD). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

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In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into U.S. Dollar using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.

Below is a table with foreign exchange rates used for translation:

For the year ended December 31, (Average Rate)	2016			2015
Renminbi (RMB)	RMB		6.64330	RMB		6.22882
U.S. Dollar ($)		$	1.00000		$	1.00000

As of December 31,(Closing rate)	2016			2015
Renminbi (RMB)	RMB		6.95566	RMB		6.49170
U.S. Dollar ($)		$	1.00000		$	1.00000

For the year ended December 31, (Average Rate)	2016			2015
Hong Kong Dollar (HKD)	HKD		7.76224	RMB		7.75243
U.S. Dollar ($)		$	1.00000		$	1.00000

As of December 31,(Closing rate)	2016			2015
Hong Kong Dollar (HKD)	HKD		7.75652	RMB		7.75066
U.S. Dollar ($)		$	1.00000		$	1.00000

Revenue Recognition

The Company earns revenue by selling merchandise to end using customers primarily through distribution agent and directly to customers.

Revenue is recognized when merchandise is purchased by and delivered to the customer and confirmed and collectability is reasonably assured. Revenue from wholesale agent is recognized after goods delivered, amount fixed or determined and collectability is reasonably assured.

All revenues are shown net of estimated returns during the relevant period represented by estimated allowance for sales returns based upon historical experience.

The Company records sales tax collected from its customers on a net basis, and therefore it was excluded from revenue as defined in ASC 605, Revenue Recognition.

During the year ended December 31, 2016 and 2015, the provision of sales return were $Nil and $Nil respectively.

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Cost of Goods Sold

Cost of goods sold includes the cost of materials, labor, and relevant manufacturing expenses.

Selling Expenses

Selling expenses include packaging and shipping costs, as well as advertising and certain expenses associated with operating the Company’s corporate headquarters.

Advertising Costs

The Company expensed all advertising costs as incurred. Advertising expense, net of reimbursement from suppliers, amounted to $53,938 and $22,798 for fiscal years 2016 and 2015, respectively. Advertising expense is included in selling expense and general and administrative expenses in the accompanying consolidated statements of income.

Leases

The Company accounts for its leases under the provisions of ASC 840, Leases. Certain of the Company’s operating leases provide for minimum annual payments that change over the life of the lease. The aggregate minimum annual payments are expensed on the straight-line basis over the minimum lease term. The Company recognizes a deferred rent liability for minimum step rents when the amount of rent expense exceeds the actual lease payments and it reduces the deferred rent liability when the actual lease payments exceeds the amount of straight-line rent expense. Rent holidays and tenant improvement allowances for office remodels are amortized on the straight-line basis over the initial term of the lease and any option period that is reasonably assured of being exercised.

The Company did not have a lease that met the criteria of a capital lease. Leases that do not qualify as a capital lease are classified as an operating lease. Operating lease rental expenses included in selling, general and administrative expenses for the year ended December 31, 2016 and December 31, 2015 were $17,890 and $9,541, respectively.

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Accounts Receivable

Accounts receivable is recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the industry practice, the length of time the receivables are past due, significant one-time events and historical experience. The Company is selling products delivered to certain customers which are closed to Agriculture Cooperatives as defined by ASC 905 “Agriculture”. The collection cycle may be varied and depended on the growing crops cycle.

Management reviews and adjusts this allowance periodically based on historical experience and its evaluation of the collectability of outstanding accounts receivable. The Company evaluates the credit risk of its customers utilizing historical data and estimates of future performance. Bad debts are written off as incurred. During the reporting years 2016 and 2015, the bad debts incurred were $29,198 and $Nil respectively.

Outstanding account balances are reviewed individually for collectability. The Company does not charge any interest income on trade receivables. Accounts balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company has not charged off any balances as it has yet to exhaust all means of collection.

During the year ended December 31, 2016 and 2015, the provision of doubtful debts were $Nil and $Nil respectively. The Company did not have collected enough information on doubtful debt; however, the Company will provide adequate provision according to the requirement of ASC 310 “Receivable” upon the build-up of history.

Inventories

Inventories primarily consist of merchandise inventories and are stated at lower of cost or market and net realizable value. Cost of inventories is calculated on the weighted average basis which approximates cost.

Management regularly reviews inventories and records valuation reserves for damaged and defective returns, inventories with slow-moving or obsolescence exposure and inventories with carrying value that exceeds market value. Because of its product mix, the Company has not historically experienced significant occurrences of obsolescence.

Inventory shrinkage is accrued as a percentage of revenues based on historical inventory shrinkage trends. The Company performs physical inventory count of its stores once per quarter and cycle counts inventories at its distribution centers once per quarter throughout the year. The reserve for inventory shrinkage represents an estimate for inventory shrinkage for each store since the last physical inventory date through the reporting date.

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These reserves are estimates, which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demand and competitive environments differ from expectations.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful lives, using the straight-line method with 5% scrape value as follows:

Buildings	20 years
Machinery & equipment	10 years
Office equipment	3 years
Motor vehicles	4 years

Land Use Rights

According to the laws of the PRC, the government owns all the land in China. Companies or individuals are authorized to possess and use the land only through the land use rights granted by the government. The land use rights represent cost of the rights to use the land in respect of properties located in the PRC. Land use rights are carried at cost and amortized on a straight-line basis over the period of rights of 50 years.

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable.

The Company performed an annual impairment test as of the end of fiscal years 2016 and 2015, and determined that an impairment loss in the amount of $Nil and $Nil were recorded in 2016 and 2015 respectively.

Long-lived Assets

The Company reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

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Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows, usually at the store level. The carrying amount of a long-lived asset is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. If the asset is determined not to be recoverable, then it is considered to be impaired and the impairment to be recognized is the amount by which the carrying amount of the asset exceeds the fair value of the asset, determined using discounted cash flow valuation techniques, as defined in ASC 360, Property, Plant, and Equipment.

The Company determined the sum of the undiscounted cash flows expected to result from the use of the asset by projecting future revenue and operating expense for each store under consideration for impairment. The estimates of future cash flows involve management judgment and are based upon assumptions about expected future operating performance. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions.

During the reporting periods, the Company performed the evaluation and there was no impairment loss.

Cash and Concentration of Credit Risk

The Company maintains cash in bank deposit accounts in Hong Kong and China, and considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company performs ongoing evaluations of the institution to limit its concentration risk exposure.

The Company’s customers mainly located in the Northeast China. Because of this, the Company is subject to regional risks, such as the economy, regional financial conditions and unemployment, weather conditions, power outages, and other natural disasters specific to the region in which the Company operates.

Retirement Benefit Plans

Full time employees of the Company in China participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. PRC labor regulations require the Company to make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Company accounts the mandated defined contribution plan under the vested benefit obligations approach based on the guidance of ASC 715, Compensation—Retirement Benefits.

The total amounts for such employee benefits which were expensed were $17,804 and $10,523 for the years ended December 31, 2016 and 2015, respectively.

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Income Taxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other consolidated financial statements. The Company’s current component of comprehensive income is the net income and foreign currency translation adjustment.

Segment Reporting

The Company operates in one industry segment, operating manufacturing and selling of organic bio-fertilizer. ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Given the economic characteristics of the similar nature of the products sold, the type of customer and the method of distribution, the Company operates as one reportable segment as defined by ASC 280, Segment Reporting.

Basic and diluted earnings (loss) per share

In accordance with ASC No. 260 (formerly SFAS No. 128), “Earnings Per Share,” the basic earnings (loss) per common share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share is computed similarly to basic earnings (loss) per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

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Recent Pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoptions of any such pronouncements may be expected to cause a material impact on our financial condition or the results of operations.

Results of Operations

Our revenue for the fiscal year ended December 31, 2016 and 2015 was $1,276,722 and $289,798, respectively. Our net income (loss) for the fiscal year ended December 31, 2016 and 2015 was $(1,049,897) and $(848,394), respectively. Our comprehensive income (loss) for the fiscal year ended December 31, 2016 and 2015 was $(1,172,894) and $(982,646), respectively. Through December 31, 2016 our cumulative net losses and cumulative comprehensive loss were $(3,199,950) and $(174,098), respectively.

Results of Operations for the Fiscal Year Ended December 31, 2016 Compared to Fiscal Year Ended December 31, 2015

(References to 2016 and 2015 are to the fiscal years ended December 31, 2016 and 2015 respectively, unless otherwise specified.)

Revenue increased $986,924 (340.6%) from $289,798 for 2015 to $1,276,722 for 2016. The increase is due to an increased sales volume during 2016 as compared to 2015. We anticipate that our growth will continue as we believe biotechnology fertilizers are a superior product than chemical fertilizers with nutrient balances and less soil pollution.

Cost of revenue increased $661,210 (233.0%) from $283,777 in 2015 to $944,987 in 2016. The increase was due to production increasing to meet the sales revenue increasing. In terms of percentage of revenue, cost of revenue was 74% in 2016 as compared to 97.9% in 2015. The decrease was due to certain fixed costs did not have significant increase even though the variable cost increased upon the production level increased.

Gross profit increased $325,714 (54,096%) from $6,021 in 2015 to $331,735 in 2016. The increase reflected the reduction of cost of production as certain fixed cost did not have significant changes as variable cost increased. In terms of percentage of revenue, the gross profit percentage increased to 26.0% for 2016 as compared to 2.1% for 2015. The increase was due to cost production percentage reduce as cost of production did not increase at the same percentage of sales of revenue because of fixed and variable costs did not increase at the same percentage. Moreover, the 2016 cost of raw materials was also decreased on purchases in higher volume.

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Selling expenses increased $52,107 (75.6%) from $68,955 for 2015 to $121,062 for 2016. The increase is generally due to an increase of $45,034 in the marketing expenses and $36,047 in shipping and transportation expenses which offset by a decrease of $24,092 in packing expenses.

General and administrative expenses increased $422,050 (50.5%) from $835,293 for 2015 to $1,257,343 for 2016. The increase is generally due to an increase in the operating activities we made in 2016 as compared to 2015

The following is a summary of general and administrative expenses for the years ended December 31, 2016 and 2015.

	2016		2015		Difference
Consulting fees	$	264,194	$	115,031	$	149,163
Salary and payroll expenses		216,413		167,682		48,731
Professional fees		232,152		1,042		231,110
Travel and entertainment		135,603		209,028		(73,425	)
Other		205,732		194,471		11,261
Depreciation and amortization		203,249		148,039		55,210
	$	1,257,343	$	835,293	$	422,050

Our most significant expenses are consulting fees, salary and payroll expenses, professional fees, travel and entertainment expenses, and depreciation and amortization.

Consulting fees increased $149,163 (129.7%) from $115,031 in 2015 to $264,194 in 2016 owing to hiring external consultants to improve the Company’s operating activities.

Our salary and payroll expenses increased due to the carrying out of more production activity in 2016 than 2015. We anticipate that salary and payroll expenses will continue to rise in future periods as it becomes necessary to increase our staff in order to continue to increase our production activities.

Professional fees increased $231,110 (22,179%) from $1,042 in 2015 to $232,152 in 2016. The increase of professional fees was due to the hiring of more independent professional experts such as international lawyers and accountants.

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Travel and entertainment expenses decreased $73,425 (35.1%) from $209,028 in 2015 to $135,603 in 2016. The decrease directly relates to the reduction of project based travelling activities.

Other expenses include items such as office expenses, software related costs, telephone and a variety of other miscellaneous expenses. None of these expenses individually increased significantly as the difference was $11,261 (5.8%), a minor rise from $194,471 in 2015 to $205,732 in 2016.

We anticipate that we will incur higher general and administrative expenses as a public company. We expect that our professional fees, cost of transfer agent, investor relations costs and other stock related costs will increase.

We also anticipate that selling, general and administrative expenses will concurrently increase with our increased activity in the future but will not increase in the same proportion to that of revenue.

Our loss from operations increased $148,443 (16.5%) from $898,227 in 2015 to $1,046,670 in 2016.

Non-operating income (expenses) decreased $53,060 (106.5%) from $49,833 in 2015 to $(3,227) in 2016, of which the other income decreased $50,517 (96.2%) from $52,508 in 2015 to $1,991 in 2016.

The net loss increased $201,503 (23.8%) from $848,394 in 2015 to $1,049,897 in 2016.

Liquidity and Capital Resources

At December 31, 2016, we had a working capital deficit of $7,333,603, as compared to a working capital deficit of $6,720,075 at December 31, 2015. Of the working capital deficit at December 31, 2016, $10,362,992 was amount due to related parties and holding company and $1,814,133 was due from related parties. Excluding the amounts due to/from related parties and holding company, we would have had a working capital surplus of $1,215,256 at December 31, 2016. The amount due from related parties are unsecured, interest free and repayable on demand. Lutu is working with the related parties and expects to have the amounts offset or settled on or before Jun 30, 2017.  

During the year ended December 31, 2016, operating activities used cash of $356,612, and for the year ended December 31, 2015, operating activities used cash in operations of $5,066. The use of cash in operating activities was derived from 2016 net loss $1,049,897 with non-cash item $274,935 in depreciation and amortization; moreover, there were $778,555 increase in accounts receivable; $69,502 decrease in advances from customer; $59,883 decrease in other payable, $20,438 decrease in accounts payable which were offset by the increase in amount due to related parties $1,022,264 ($2,676,045 minus $1,653,781), decrease $291,576 in inventory.

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During the year ended December 31, 2016, investing activities used $6,549 of cash and for the year ended December 31, 2015, investing activities used $159,719 of cash. The decrease in use of cash was due to the decrease in investment on purchases of property, plant and equipment.

During the year ended December 31, 2016, financing activities provided $418,327 of cash and for the year ended December 31, 2015, financing activities provided $465,317 of cash. The cash provided from financing activities was derived from the continue financial supporting from our holding company.

During the year ended December 31, 2016, net cash and cash equivalents balance was $518,849 as compared to balance $469,556 for the year ended December 31, 2015.

Summary

In the fertilizer industry financial success is based upon user acceptance of the products, which further relies upon the cost of production and the nutrient balances with less soil pollutions. Although we believe our biotechnology fertilizers are performing better than the chemical fertilizers in terms of aspects including product yield, eco-friendliness, environmental protection and etc., there can be no guarantee that our products will be widely accepted by the agricultural industry in the short term future. The Company is working hard to increase the market share and sales revenue, to improve the products quantity, and to minimize the production cost and operating expenses. The Company is also looking for funding opportunity to improve the financing resources. There can be no guarantee that all the above objectives can be achieved.

Off Balance Sheet Arrangements

At December 31, 2016 there are no obligations that would qualify as off-balance sheet arrangements.

Item 3. Properties

We acquired a piece of industrial land in Jinzhong city in Shanxi Province in 2011 as a manufacturing plant. The industrial land use right lasts until 2054. The size of the manufacturing plant is 34,256 square meters. We have completed the phase 1 facilities with an annual production capacity of 100,000 tons per annum. The facilities were tested and adjusted, and are now ready for full scale production.

According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through the land use rights granted by the government. The land use rights represent cost of the rights to use the land in respect of properties located in the PRC.

Lutu currently owns the land use right of the production plant. The expiry date of the land use right is May 8, 2054. The building and land use right are under the name of "Shanxi Lutu" or Shanxi Green Biotechnology Industry Limited. Regarding the cost of the land use right and building, please refer to Audit Report F21 and F22: the cost of Land use rights is USD 1,158,222 and Buildings are USD 2,877,610. The address of Lutu’s production plant is Chang Ning Town West, Chang Ning Village, Yuci District, Jinzhong City, Shanxi Province, China. 

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Item 4. Security Ownership of Certain Beneficial Owners and Management

The following tables set forth certain information regarding the ownership of our common stock as of April 28, 2017 (after giving effect to the Investment Transaction), by:

· each director;

· each person known by us to own beneficially 5% or more of our Common Stock;

· each officer named in the summary compensation table elsewhere in this Current Report on Form 8-K; and

· all directors and executive officers as a group.

The amounts and percentages of common stock beneficially owned are reported on the basis of regulations of the SEC governing the determination of beneficial ownership of securities. Under the rules of the SEC, a person is deemed to be a “beneficial owner” of a security if that person has or shares “voting power,” which includes the power to vote or to direct the voting of such security, or “investment power,” which includes the power to dispose of or to direct the disposition of such security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership within 60 days. Under these rules more than one person may be deemed a beneficial owner of the same securities and a person may be deemed to be a beneficial owner of securities as to which such person has no economic interest. The percentages beneficially owned are calculated on the basis of 160,790,000 total shares issued and outstanding after giving effect to this Investment Transaction.

Unless otherwise indicated below, to the best of our knowledge each beneficial owner named in the table has sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable.

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Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage Beneficially Owned
Executive Officers and Directors:
Lo Kwok Leung– Chief Financial Officer No. 79, Golden Bamboo Road East, Fairview Park, Yuen Long, N.T. Hong Kong	0	0%
Leung Kwong Tak, Michael – Chairman and Director Flat G, 23/F, BLK 2 Tsuen Wan Plaza 4 Tai Pa Street, Tsuen Wan, Hong Kong	89,000,000 [1]	55.35%
Lam Ching Wan, William – Chief Executive Officer and Director Flat E, 28/F, Block 1, Park Tower, 1 King’s Road, North Point, Hong Kong	6,000,000 2	3.73%%
Ma Wai Kin- President, Secretary, Treasurer and Director Room 3502, Chun Lai House, Hang Chun Court, No.2. Fortune Street, Cheung Sha Wan, Hong Kong	50,000,000	31.10%
Executive Officers and Directors as a Group:	145,000,000 1	90.18%
5% or Greater Stockholders:
Able Lead Holdings Limited / Leung Kwong Tak 1 P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands	89,000,000	55.35%
Ma Wai Kin Room 3502, Chun Lai House, Hang Chun Court, No.2. Fortune Street, Cheung Sha Wan, Hong Kong	50,000,000	31.10%
5% or Greater Stockholders as a Group:	139,000,000	86.45%

 ______________

¹ Leung Kwong Tak holds the shares in the name of Able Lead Holdings Limited.

² Lam Ching Wan holds the shares in the name of Harcourt Capital Limited.

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Changes in Control

Except for matters described in this report regarding the Investment Transaction, we are unaware of any contract or other arrangement or provisions of our Articles or Bylaws the operation of which may at a subsequent date result in a change of control of our company. There are not any provisions in our Articles or Bylaws, the operation of which would delay, defer, or prevent a change in control of our company.

Item 5. Directors and Executive Officers

The following persons are our executive officers and directors as of May 12, 2017 and hold the positions set forth opposite their respective names. The members of the Board of Directors serve until the next annual meeting and a successor is appointed and qualified, or until resignation or removal.

Name	Age	Position	Date of Appointment
Leung Kwong Tak, Michael	60	Chairman of the Board, Director	May 12, 2017
Lam Ching Wan, William	59	Chief Executive Officer, Director	May 12, 2017
Ma Wai Kin	55	President, Secretary, Treasurer, and Director	May 12, 2017
Lo Kwok Leung	49	Chief Financial Officer	May 12, 2017

Business Experience

The following is a brief description of the business experience of our executive officers and directors:

Dr. Leung Kwong Tak, Michael (“Dr. Leung”) – Chairman and Director

Dr. Leung is the chairman and director of the Lutu International. Dr. Leung co-founded the Lutu Group in 2012. Dr. Leung is responsible for formulating strategic direction and leadership and for developing and executing Lutu International’s strategic objectives and business plans. Lutu International has been progressing the licensing of intellectual property, the field tests and the production and sales of bio-fertilizer products in China. Prior to developing the bio-fertilizer business, Dr. Leung has held over 30 years’ experience in the economic analysis, projects’ strategic formulation and development for different industries including the telecommunication and legal industries. From 1990-2002, he was the market manager and senior analyst in Hong Kong Telecom/PCCW responsible for performing economic forecast and analysis, business and financial modelling and providing strategic analysis.

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Dr. Leung obtained a Doctor of Business Administration from the University of Newcastle in Australia in 2014. Dr. Leung also holds Master of Philosophy in Economics from the Chinese University of Hong Kong awarded in 1983, Master of Business Administration from the Oklahoma City University awarded in 1992, LLM in International Corporate and Financial Law from the University of Wolverhampton awarded in 2007 and Bachelor of Social Sciences from the Chinese University of Hong Kong awarded in 1980.

Lam Ching Wan, William (“Mr. Lam”) – Chief Executive Officer and Director

Mr. Lam has had substantial commercial experience, including working in the marketing department of Shui On Holdings Limited (now a listed company in Hong Kong), and the finance department of IBM International from September 1986 to August, 1988. Mr. Lam is one of the founders and has since 1997 been the senior partner of Hui & Lam LLP, a Hong Kong law firm. He is a qualified lawyer in Hong Kong, England and Wales. He worked as a trainee solicitor in Baker & Mackenzie from September 1989 to August 1991. Mr. Lam has rich experience in corporate listings, mergers and acquisitions, joint venture, private equity formation, corporate restructuring and commercial legal services.

Mr. Lam holds a Bachelor’s Degree of Social Science awarded in 1980 from the Chinese University of Hong Kong. He received his Master’s Degree of Business Administration from the Chinese University of Hong Kong in 1986. He also holds a Bachelor’s Degree of Laws from the University of London awarded in 1987. He studied at the College of Law in England, before passing the Law Society’s Final Examination of the United Kingdom in 1989.

Ma Wai Kin-President, Secretary, Treasurer, and Director

Mr. Ma has all-round experiences with Honk Kong and China listed companies including project development, planning design, sales and marketing management, leasing and property management, market research and feasibility studies, CRM and branding. From 1997 to 2004, he worked as a deputy general manager for Agile International Company Limited, a listed company in Hong Kong which specializes in People’s Republic of China property development. He was primarily responsible for promoting the brand development of the company and coordinating marketing activities, events and projects. From 2005 to 2006, he worked as the Sales and Marketing Manager for Chuang’s Consortium Limited. From 2007 to 2009, he worked as an assistant general manager for Tysan Land (Shanghai) Limited, a member company of a listed company in Hong Kong, responsible for implementing sales and marketing campaigns. Since August 2009, he worked as an independent consultant in Hong Kong advising on the marketing aspect of various projects including business development of Sino-Australia kindergartens, planning development of TCM Park in Hengqin, People’s Republic of China and overseas investment projects in Australia.

Mr. Ma received a Bachelor of Arts degree from the University of Toronto in 1985, and a Master of Science (Marketing) degree from the Chinese University of Hong Kong in 2005.

Lo Kwok Leung- Chief Financial Officer

Mr. Lo Kwok Leung received a Bachelor’s Degree of Administrative Studies in the York University of Canada in 1993 and a Master’s Degree of Finance in City University of Hong Kong in 2007. He is qualified accountant in Hong Kong and in the U.S. He has more than 20 years working experience in audit and commercial sectors. He was employed by Chevron Hong Kong Limited for a period of 14 years, from September 2010 to June 2016, his position was the Lead – Accounting & Reporting responsible to lead the Finance Team to perform accounting, reporting, tax and compliance functions. From November 15, 2016 to now, he has been the Chief Finance Officer of the Lutu International Biotechnology Limited responsible for all functions of finance, treasury and accounting.

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Involvement in Certain Legal Proceedings

Except as set forth in the director and officer biographies above, to the Company’s knowledge, during the past ten (10) years, none of the Company’s directors, executive officers, promoters, control persons, or nominees has been:

¨ the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

¨ convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

¨ subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

¨ found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

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Committees of the Board of Directors

Our Board of Directors has no committees. We do not have a standing nominating, compensation or audit committee.

Corporate Governance

Board Independence

We currently have three directors serving on our board of directors. Our Board of Directors has adopted the definition of “independence” as described in NASDAQ Rules 4200 and 4350. Independent directors would not include anyone who, within the past three years, be employed by us or any of our parent or subsidiary or any of their family members; or any director who is, or who has a family member who is, a controlling shareholder. Our board of directors has determined that no directors do meet the independence requirements.

Item 6. Executive Compensation

None of our executive officers have received any compensation for the last two fiscal years.

Stock Incentive Plan

We currently do not have any stock incentive plans with any of our executive officers or employees.

Employment Agreements

We currently do not have any employment agreements with any of our executive officers.

Director Compensation

We have not adopted compensation arrangements for members of our board of directors.

Directors’ and Officers’ Liability Insurance

The Company will obtain directors’ and officers’ liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors or officers in the near future, subject to certain exclusions. Such insurance also insures the Company against losses which we may incur in indemnifying our officers and directors.

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Item 7. Certain Relationships and Related Transactions, and Director Independence

Certain Relationships and Related Party Transactions

Except as described below, during the past two years, there have been no transactions, whether directly or indirectly, between Lutu Group and any of its officers, directors or their family members.

The details for amount due from / to related parties were as follows:

December 31,	2016		2015
Amount due from related parties (Note1):
Well Supreme Limited (c)	$	207,825	$	207,982
China Mineral Resources Holdings Limited (a) (c)		9,141		4,936
Shanxi Lukun Mining Technology Co., Ltd (a)		1,119,750		-
Isparta Holdings Limited (a) (b) (c)		477,417		-
	$	1,814,133	$	212,918
December 31,	2016		2015
Amount due to related parties:
Shanxi Lukun Mining Technology Co., Ltd (a)	$	-	$	43,089
Shanxi Chengkai Mining Technology Co., Ltd (a)		1,234,520		1,301,142
Hong Kong Prolific Mineral Technologies Ltd (a)		1,518,078		1,521,806
Pilot Sunshine Limited (a) (c)		5,157		5,161
Able High Holdings Limited (a) (b) (c)		2,780,449		7,741
Hong Kong Prolific Eco-Technology Limited (a)		55,398		56,731
Holmsun Capital Limited (a) (b)		393,150		393,447
Hui & Lam Solicitors LLP (c)		21,380		90,164
Maycrown Capital Limited (a) (b)		399,401		399,703
View Strong Limited (a) (b) (c)		11,603		11,612
	$	6,419,136	$	3,830,596

___________ 

(a) Common director, LEUNG Kwong Tak

(b) Common shareholder, LEUNG Kwong Tak

(c) Common director/ partner, LAM Ching Wan.

Note 1: The amount due from related parties are unsecured, interest free and repayable on demand.

Lutu is working with the related parties and expect to have the amounts offset or settled on or before June 30, 2017.

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On June 29, 2015, a director forgave all his advances of $17,348 loaned to the Company. The advance forgiveness was recorded as additional capital during year ended January 31, 2016

On August 28, 2015, the Company’s new officer and director entered into an agreement to loan up to $50,000 to the Company, accruing interest at 8%, due on September 1, 2016, and unsecured. The maturity date has been extended by agreement to April 30, 2017. The balances as of January 31, 2017 and 2016 are $50,000 and $34,764, respectively.

Board Independence

We currently have three directors serving on our board of directors. Our Board of Directors has adopted the definition of “independence” as described in NASDAQ Rules 4200 and 4350. Independent directors would not include anyone who, within the past three years, be employed by us or any of our parent or subsidiary or any of their family members; or any director who is, or who has a family member who is, a controlling shareholder. Our board of directors has determined that no directors do meet the independence requirements.

Item 8. Legal Proceedings

None.

Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Market Information

There is a limited public market for our common shares.  Our common shares are not quoted on the OTC Bulletin Board at this time.  Trading in stocks quoted on the OTC Bulletin Board is often thin and is characterized by wide fluctuations in trading prices due to many factors that may be unrelated to a company’s operations or business prospects.  We cannot assure you that there will be a market in the future for our common stock.

OTC Bulletin Board securities are not listed or traded on the floor of an organized national or regional stock exchange.  Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks.  OTC Bulletin Board issuers are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.

As of May 12, 2017, no shares of our common stock have traded on an exchange or on the OTC Marketplace.

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Number of Holders

As of the Investment Transaction, the Company has 160,790,000 issued and outstanding shares of common stock held by a total of 11 shareholders of record.

Dividends

No cash dividends were paid on our shares of common stock during the fiscal years ended January 31, 2017 and 2016. We have not paid any cash dividends since our inception and do not foresee declaring any cash dividends on our common stock in the foreseeable future.

Equity Compensation Plans

The company has not adopted any equity compensation plans and does not anticipate adopting any equity compensation plans in the near future. Notwithstanding the foregoing, because the company has limited cash resources at this time, it may issue shares or options to or enter into obligations that are convertible into shares of common stock with its employees and consultants as payment for services or as discretionary bonuses. The company does not have any arrangements for such issuances or arrangements at this time.

Item 10. Recent Sales of Unregistered Securities.

Share Issuance by the Lutu Group Entities

Qianhai Lutu

Qianhai Lutu was incorporated on 4 December 2013 in Shenzhen, China. The legal representative is Leung Kwong Tak, Michael. Qianhai Lutu is the direct subsidiary of Shanxi Lutu.

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Shanxi Lutu

Shanxi Lutu was incorporated as a limited company in the Shanxi Province, China in 13 April 2006 with a registered capital of RMB 25 million. The shareholders were Yue Subing who owned 86% of the total shares and Mu Yaogui who owned 14% of the total shares.

Hong Kong Prolific acquired Shanxi Lutu from Yue Subing and Mu Yaogui pursuant to a share transfer agreement executed on 10 July 2012. The corporate name and the registered share capital of Shanxi Lutu remained unchanged. The legal representative of Shanxi Lutu was changed from Yue Subing to Leung Kwong Tak, Michael. As Hong Kong Prolific is a company incorporated in Hong Kong, Shanxi Lutu was converted to a WFOE company after closing of the aforesaid share transfer Agreement.

Hong Kong Prolific

Hong Kong Prolific was incorporated in Hong Kong as a limited company in 23 March 2001. Light Raise Limited acquired Hong Kong Prolific on 12 March 2012. The current directors of Hong Kong Prolific are Lam Ching Wan, William and Leung Kwong Tak, Michael.

Light Raise Limited

Light Raise was incorporated in the British Virgin Islands on 1 July 2009. Able Lead acquired Light Raise on 12 March 2012. Lutu International acquired Light Raise from Able Lead on 12 April 2014. The current directors of Light Raise are Leung Kwong Tak, Michael and Lam Ching Wan. William.

Lutu International

Lutu International was incorporated in the British Virgin Islands on 17 February 2014. Leung Kwong Tak was the sole shareholder of 1 share in Lutu International from 17 February 2014 to 6 July 2015. On 6 July 2015, Leung Kwong Tak transferred his 1 share to Able Lead. On 6 July 2015, 88 shares were allotted to Able Lead, 6 shares were allotted to Harcourt and 5 shares were allotted to Woodhead. The current sole director of Lutu International is Leung Kwong Tak, Michael.

The above issuances were by private companies and the transactions did not involve any public offerings.

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Share Exchange Agreement with Harcourt and Woodhead

On May 12, 2017, GVBT entered into a share exchange agreement with Harcourt and Woodhead (the “Minority Interest Exchange Agreement”). Under the Minority Interest Exchange Agreement, Woodhead agreed to transfer GVBT a total of 5% of the issued and outstanding shares of Lutu International. In consideration, GVBT agreed to grant Woodhead, or persons designated by Woodhead, a right to receive a total of 5 million shares of GVBT’s common stock. Under the Minority Interest Exchange Agreement, Harcourt agreed to transfer to GVBT a total of 6% of the issued and outstanding shares of Lutu International. In consideration, GVBT agreed to grant Harcourt, or persons designated by Harcourt, a right to receive a total of 6 million shares of GVBT’s common stock. The transactions under the Minority Interest Exchange Agreement were completed on May 12, 2017.

Share Exchange Agreement with Able Lead and Escrow Agreement

Able Lead has an outstanding loan of $4.43 million denominated in RMB owed to an unrelated third party with its maturity date on January 22, 2018 (the “Outstanding Loan”). Shares of Lutu International held by Able Lead were offered by Able Lead as collateral to secure repayment of the Outstanding Loan (the “Security”).

On May 12, 2017, GVBT entered into a share exchange agreement (the “Majority Interest Exchange Agreement”) with Able Lead. Under the Majority Interest Exchange Agreement, Able Lead agreed to enter into a series of contractual arrangements with GVBT (collectively, the “Contractual Arrangements”) (as described below), in which GVBT assumes management control of the Lutu Group. Able Lead further agrees to deliver the shares of Lutu International to GVBT once the Outstanding Loan is fully repaid. In consideration, GVBT agrees to issue and deliver a total of 89 million shares of GVBT’s common stock to an escrow agent (issued in the name of the escrow agent or its nominee) (the “Escrow Shares”). The Escrow Shares shall be held in escrow for a period of one year or such period of time to be agreed by GVBT and Able Lead from the execution of the Majority Interest Exchange Agreement. Conditional upon the full repayment of the Outstanding Loan and the release of the Security, the Escrow Shares shall be released to Able Lead in exchange for the delivery of a total of 89% of the issued and outstanding shares of Lutu International by Able Lead to GVBT. In the event that Able Lead fully repays the Outstanding Loan and causes the release of the Security, then the Escrow Shares shall be delivered to Able Lead. In the event that Able Lead cannot fully repay the Outstanding Loan (within a period of one year, or such period of time to be agreed by GVBT and Able Lead) and cause the release of the Security, then the Escrow Shares shall be delivered to transfer agent for cancellation. Unless otherwise expressly agreed in writing by GVBT and Able Lead, the Majority Share Exchange Agreement shall be automatically terminated upon the termination of any of the agreements in the Contractual Arrangements described as below. The transactions under the Majority Interest Exchange Agreement was completed on May 12, 2017.

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Each issuance of the securities under the Minority Interest Exchange Agreement and the Majority Interest Exchange Agreement will be to a single “non-U.S. person” (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which the Company relied on the registration exemption provided for in Regulation S and/or Section 4(2) of the Securities Act of 1933, as amended (the “Act”), as the conditions of Regulation S were met, including, but not limited to: each recipient of the securities is a Chinese citizen at the time of sale thereof; and each recipient agreed to resell the securities only in accordance with Regulation S, pursuant to a registration statement under the Act, or pursuant to an available exemption from registration.

Item 11. Description of Registrant’s Securities to be Registered.

Authorized Capital Stock

Our authorized capital stock consists of 750,000,000 shares of common stock, with a par value of $0.0001 per share. As of the closing of the Investment Transaction there were 160,790,000 shares of our common stock issued and outstanding. There are no preferred shares authorized or issued.

Common Stock

Our common stock is entitled to one vote per share on all matters submitted to a vote of the stockholders, including the election of directors. Except as otherwise required by law, the holders of our common stock will possess all voting power. Generally, all matters to be voted on by stockholders must be approved by a majority or, in the case of election of directors, by a plurality, of the votes entitled to be cast by all shares of our common stock that are present in person or represented by proxy. Two persons present and being, or represented by proxy, shareholders of the Company are necessary to constitute a quorum at any meeting of our stockholders. A vote by the holders of a majority of our outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to our Articles of Incorporation. Our Articles of Incorporation do not provide for cumulative voting in the election of directors. Holders of our common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to our common stock.

Pre-emptive Rights

Holders of common stock are not entitled to pre-emptive or subscription or conversion rights, and there are no redemption or sinking fund provisions applicable to the common stock.

Warrants

We have not issued and do not have outstanding any warrants granted to other parties.

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Options

We have not issued and do not have outstanding any options granted to other parties.

Convertible Securities

We have not issued and do not have outstanding any securities convertible into common shares or any rights convertible or exchangeable into common shares.

Stock Transfer Agent

The stock transfer agent for the common stock is Island Stock Transfer, 15500 Roosevelt Blvd, Suite 301,

Clearwater, FL 33760.

Item 12. Indemnification of Officers and Directors.

According to our bylaws:

(a) The Directors shall cause the Corporation to indemnify a Director or former Director of the Corporation and the Directors may cause the Corporation to indemnify a director or former director of a corporation of which the Corporation is or was a shareholder and the heirs and personal representatives of any such person against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, actually and reasonably incurred by him or them including an amount paid to settle an action or satisfy a judgment inactive criminal or administrative action or proceeding to which he is or they are made a party by reason of his or her being or having been a Director of the Corporation or a director of such corporation, including an action brought by the Corporation or corporation. Each Director of the Corporation on being elected or appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

(b) The Directors may cause the Corporation to indemnify an officer, employee or agent of the Corporation or of a corporation of which the Corporation is or was a shareholder (notwithstanding that he is also a Director), and his or her heirs and personal representatives against all costs, charges and expenses incurred by him or them and resulting from his or her acting as an officer, employee or agent of the Corporation or corporation. In addition the Corporation shall indemnify the Secretary or an Assistance Secretary of the Corporation (if he is not a full time employee of the Corporation and notwithstanding that he is also a Director), and his or her respective heirs and legal representatives against all costs, charges and expenses incurred by him or them and arising out of the functions assigned to the Secretary by the Corporation Act or these Articles and each such Secretary and Assistant Secretary, on being appointed is deemed to have contracted with the Corporation on the terms of the foregoing indemnity.

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(c) The Directors may cause the Corporation to purchase and maintain insurance for the benefit of a person who is or was serving as a Director, officer, employee or agent of the Corporation or as a director, officer, employee or agent of a corporation of which the Corporation is or was a shareholder and his or her heirs or personal representatives against a liability incurred by him as a Director, officer, employee or agent.

Item 13. Financial Statements and Supplementary Data.

Reference is made to the financial statements relating to the Lutu Group contained in Item 9.01 of this Current Report on Form 8-K, which is incorporated by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements.

99.1 Audited consolidated financial statements of Lutu International Biotechnology Limited, a Cayman Islands corporation for the fiscal years ended December 31, 2016 and 2015.

99.2 Pro forma combined financial statements of the Registrant and Lutu International Biotechnology Limited, a Cayman Islands corporation, as of the fiscal year ended December 31, 2016.

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(b) Exhibits.

Exhibit No.	Description
2.1	Share exchange agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp. and Able Lead Holdings Limited
2.2	Share exchange agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp., Woodhead Investments Limited and Harcourt Capital Limited
3.1	Amended and Restated By-Laws of Green Vision Biotechnology Corp.
10.1	Consulting services agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp. and Lutu International Biotechnology Limited
10.2	Operating agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp., Lutu International Biotechnology Limited and Able Lead Holdings Limited
10.3	Voting rights proxy agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp. and Able Lead Holdings Limited
10.4	Escrow agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp., Booth Udall Fuller, PLC, and Able Lead Holdings Limited
16.1	LBB & Associates LTD., LLP letter addressed to the SEC
99.1	Audited consolidated financial statements of Lutu International Biotechnology Limited, a Cayman Islands corporation for the fiscal years ended December 31, 2016 and 2015.
99.2	Pro forma combined financial statements of the Registrant and Lutu International Biotechnology Limited, a Cayman Islands corporation, as of the fiscal year ended December 31, 2016.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

ITEM 4.01 CHANGES IN REGISTRANT’S CERTIFYING ACCOUNTANT.

Since June 8, 2015, GVBT’s independent registered public accounting firm has been LBB & Associates Ltd., LLP, with offices located in Houston, Texas (“LBB”). Lutu International’s independent registered public accounting firm that audited its annual financial statements for the fiscal years ended December 31, 2016 and 2015, has been Centurion ZD CPA Limited, an independent registered public accounting firm with offices in Hong Kong (“Centurion”). As a result of the acquisition referenced above in Item 1.01 – Entry into a Material Definitive Agreement, whereby all of the issued and outstanding shares of Lutu International acquired by GVBT, Lutu International is deemed to be the acquiring entity for accounting purposes. GVBT and Lutu International have decided that Centurion will continue as the independent registered public accounting firm for Lutu International in place of LBB. Such election requires that the following disclosures be made pursuant to Item of 304 of Regulation S-K.

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(a) Through May 12, 2017, LBB was GVBT’s independent registered public accounting firm. As of May 12, 2017, in connection with the completion of the reverse takeover of GVBT by Lutu International as contemplated by the agreements described in Item 1.01 – Entry into a Material Definitive Agreement, LBB has been dismissed as GVBT’s independent registered public accounting firm.

Other than an explanatory paragraph included in LBB’s audit report for GVBT’s fiscal years ended January 31, 2017 and 2016, relating to the uncertainty of GVBT’s ability to continue as a going concern, the audit report of LBB on GVBT’ financial statements for fiscal years ended January 31, 2017 and 2016, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During GVBT’s fiscal years ended January 31, 2017 and 2016 and through May 12, 2017, there were no disagreements (as defined in item 304 of Regulation S-K) with LBB on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of LBB, would have caused it to make reference to the subject matter of the disagreements in connection with their report.

GVBT furnished LBB with a copy of this disclosure on May 12, 2017,providing LBB with the opportunity to furnish GVBT with a letter addressed to the Commission stating whether they agree with the statements made by GVBT herein in response to Item 304(a) of Regulation S-K and, if not, stating the respect in which they do not agree. A copy of LBB’S letter addressed to the Commission is filed as Exhibit 16.1 to this Report.

(b) As of May 12, 2017, GVBT has engaged Centurion as its independent accountant to audit its financial statements and to perform reviews of interim financial statements. During the fiscal years ended December 31, 2016 and 2015 and then through May 12, 2017, neither GVBT nor anyone acting on its behalf consulted with Centurion regarding (i) either the application of any accounting principles to a specific completed or contemplated transaction of GVBT, or the type of audit opinion that might be rendered by LBB on GVBT’s financial statements; or (ii) any matter that was either the subject of a disagreement with LBB or a reportable event with respect to LBB.

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

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ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAW; CHANGE OF FISCAL YEAR

The fiscal year-end for Lutu International is December 31. On [Date], the board of directors of the GVBT approved changing the fiscal year-end of GVBT from January 31 to December 31 in connection with the Investment Transaction.

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

As a result of the consummation of the Investment Transaction described in Item 2.01 of this Current Report on Form 8-K, we believe that we are no longer a shell corporation as that term is defined in Rule 405 of the Securities Act and Rule 12b-2 of the Exchange Act.

  

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GREEN VISION BIOTECHNOLOGY CORP.
DATE: May 12, 2017
By:	/s/ Lam Ching Wan
Name:	Lam Ching Wan
Title:	Chief Executive Officer

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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

Financial statements

Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K:

Exhibit No.	Description
2.1	Share Exchange Agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp. and Able Lead Holdings Limited
2.2	Share Exchange Agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp., Woodhead Investments Limited and Harcourt Capital Limited
10.1	Consulting services agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp. and Lutu International Biotechnology Limited
10.2	Operating agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp., Lutu International Biotechnology Limited and Able Lead Holdings Limited
10.3	Voting rights proxy agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp. and Able Lead Holdings Limited
10.4	Escrow agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp., Booth Udall Fuller, PLC, and Able Lead Holdings Limited
16.1	LBB & Associates LTD., LLP letter addressed to the SEC
99.1	Audited consolidated financial statements of Lutu International Biotechnology Limited, a Cayman Islands corporation for the fiscal years ended December 31, 2016 and 2015.
99.2	Pro forma combined financial statements of the Registrant and Lutu International Biotechnology Limited, a Cayman Islands corporation, as of the fiscal year ended December 31, 2016.

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EX-2.1

EXHIBIT 2.1

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of May 12, 2017 (this "Agreement") is entered into by and among, GREEN VISION BIOTECHNOLOGY CORP., a corporation organized under the laws of the State of Nevada ("GVBT") and ABLE LEAD HOLDINGS LIMITED, a limited company organized under the laws of the British Virgin Islands ("Able Lead"). GVBT and Able Lead are referred to singularly as a "Party" and collectively as the "Parties".

WITNESSETH:

WHEREAS, Able Lead owns 89% of the issued and outstanding shares of Lutu International Biotechnology Limited, a limited company organized under the laws of the Cayman Islands (“Lutu International");

WHEREAS, Lutu International is the ultimate holding company of Shanxi Green Biotechnology Industry Limited, a Wholly Foreign-Owned Enterprise registered in the People’s Republic of China, which is in the business of fertilizer manufacturing located in Jinzhong Prefecture-Level City of Shanxi Province, the People’s Republic of China;

WHEREAS, GVBT wishes to acquire all of the issued and outstanding shares of capital stock of Lutu International with the purpose of owning and operating Lutu International as GVBT' s wholly-owned subsidiary;

WHEREAS, Able Lead has an outstanding loan of USD $4.43 million denominated in RMB with its maturity date on January 22, 2018 (“Outstanding Loan”) and Able Lead’s shares in Lutu International and its subsidiaries are offered as security of the Outstanding Loan (“Loan Security”).

WHEREAS, GVBT entered into share exchange agreements with Woodhead Investment Limited (“Woodhead”) and Harcourt Capital Limited (“Harcourt”) respectively that pursuant to which Woodhead and Harcourt delivered, or are to deliver, a total of 11% of the issued and outstanding shares of Lutu International in exchange for a total of 11 million shares of GVBT’s common stock;

WHEREAS, GVBT and Able Lead propose to enter into this Agreement which provides, among other things, that 89,000,000 shares of GVBT’s common stock (“Escrow Shares”) shall be issued and delivered to Booth Udall Fuller, PLC as escrow agent pursuant to a written Escrow Agreement dated of even date herewith, entered into among GVBT, Able Lead and Booth Udall Fuller, PLC (the “Escrow Agreement”) and remain in escrow for up to one year following the execution of this Agreement with the ultimate disposition of such Escrow Shares being determined by whether Able Lead can fully repay the Outstanding Loan and whether GVBT can acquire the shares of Lutu International owned by Able Lead; and

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WHEREAS, it is intended that when the Outstanding Loan is fully repaid before its maturity date and the shares of Lutu International are free from any forms of encumbrances pursuant to the terms set forth herein and such additional items as more fully described in this Agreement, Able Lead will deliver all the shares of Lutu International it owns to GVBT and the Escrow Shares will be released to Able Lead.

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.01. Definitions.

The following terms shall have the following respective meanings:

"Affiliate"	with respect to any Party, a Person that directly or indirectly controls, is controlled by, or is under common control of such Party. For the purpose of this definition, "control" means (i) ownership of more than ten percent (10%) of the voting shares of a Person or (ii) the right or ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise;
"Business Day"	a day (other than a Saturday) on which banks in Nevada are open for business throughout their normal business hours;
"China" and "PRC"	refer to the People's Republic of China, excluding Hong Kong, Macau and Taiwan;

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“Contractual Arrangements”	consists of the Consulting Services Agreement, the Operating Agreement, the Voting Rights Proxy Agreement, and the Escrow Agreement (as such terms are defined below);
"Encumbrance"	any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, preemptive right deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and reference to "Encumbrances" shall be construed accordingly;
“Escrow Agent”	Booth Udall Fuller, PLC, an Arizona professional limited company
“Escrow Agreement”	an agreement to be entered between GVBT, Able Lead, and Escrow Agent in which Escrow Agent holds the Escrow Shares in escrow for a period of one year upon execution of this Agreement and will release the Escrow Shares to Able Lead at any time dependent on conditions agreed to by the Parties as described in the Escrow Agreement.
"Exchange Act"	the US Securities Exchange Act of 1934;
“Hong Kong”	refers to the Hong Kong Special Administrative Region of the People's Republic of China;
“Loan Security”	The Shares of Lutu International were offered as security of the Outstanding Loan to secure repayment. Able Lead is not allowed to transfer the beneficial ownership of the shares of Lutu International it owns to other persons;
“Outstanding Loan”	Able Lead has an outstanding loan of USD $4.43 million denominated in RMB with its maturity date on January 22, 2018.

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"Person"	any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality);
"SEC"	the US Securities and Exchange Commission;
"Securities Act"	the US Securities Act of 1933;
“Share Issuance”	the issuance of shares from GVBT to Escrow Agent pursuant to Article 2 of this Agreement hereunder;
“Share Issuance Closing”	the closing of the Share Issuance contemplated by and as defined herein this Agreement;
“Shares of Lutu International”	all of the issued and outstanding shares of Lutu International owned by Able Lead;
"United States Dollars"or "US$"	United States dollars;

Section 1.02. Rules of Construction.

(a) Unless the context otherwise requires, as used in this Agreement: (i) "including" means "including, without limitation"; (ii) words in the singular include the plural; (iii) words in the plural include the singular; (iv) words applicable to one gender shall be construed to apply to each gender; (v) the terms "hereof," "herein," "hereby," "hereto" and derivative or similar words refer to this entire Agreement, including the Schedules hereto; (vi) the terms "Article," "Section" and "Schedule" shall refer to the specified Article, Section or Schedule of or to this Agreement and references to paragraphs shall refer to the relevant paragraph of a specified Schedule and (vii) the term "day" shall refer to calendar days.

(b) Titles and headings to Articles and Sections are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

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ARTICLE II

THE SHARE ISSUANCE

Section 2.01 Share Issuance.

Subject to and upon the terms and conditions of this Agreement, GVBT shall provide to the Escrow Agent a total of 89,000,000 shares of GVBT's common stock (“Escrow Shares”) at the date as specified in Section 2.02 hereunder of this Agreement (“Share Issuance”) to be held by the Escrow Agent pursuant to the Escrow Agreement.

Section 2.02. Share Issuance Closing Date and Closing Location.

The Share Issuance shall take place at no later than 7 days from the date that Able Lead and GVBT enter into and deliver the Contractual Arrangements (“Share Issuance Closing”). The Share Issuance Closing shall take place at the offices of Booth Udall Fuller, PLC, 1255 W. Rio Salado Parkway, Tempe, Arizona.

Section 2.03. GVBT's Closing Documents.

At the Share Issuance Closing, GVBT will tender to Able Lead and the Escrow Agent:

(a) A certified copy(ies) of resolutions of the Board of Directors of GVBT in a form satisfactory to Able Lead, acting reasonably, authorizing:

(i) the execution and delivery by GVBT of (a) this Agreement; (b) the Consulting Services Agreement, by and between Green Vision Biotechnology Corp. and Lutu International Biotechnology Limited (the “Consulting Services Agreement”); (c) Operating Agreement, by and between Green Vision Biotechnology Corp., Lutu International Biotechnology Limited and Able Lead Holdings Limited (the “Operating Agreement”); (d) Voting Rights Proxy Agreement, by and between Green Vision Biotechnology Corp. and Able Lead Holdings Limited (“Voting Rights Agreement”); and (e) the Escrow Agreement; and

(ii) the issuance of the Escrow Shares to the Escrow Agent pursuant to this Agreement.

(b) To Escrow Agent, share certificates, registered in the name of Escrow Agent or its nominee representing the Escrow Shares; and;

(c) To Able Lead a certificate executed by a duly appointed officer of GVBT certifying that the conditions in Section 9.01(b) have been satisfied.

(d) Executed copies of this Agreement, the Consulting Services Agreement, the Operating Agreement, Voting Rights Proxy Agreement, and Escrow Agreement, all fully executed by, or on behalf of, GVBT.

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Section 2.04. Able Lead's Closing Documents.

At the Share Issuance Closing, Able Lead will tender to GVBT the following documents:

(a) A certified copy of the register of shareholders of Lutu International showing GVBT as the registered owner of the Shares of Lutu International;

(b) A resolution from Able Lead certifying that the conditions in Section 8.01 and 8.02 have been satisfied;

(c) Certified copies of resolutions of the Board of Directors of Able Lead in a form satisfactory to GVBT, acting reasonably, authorizing the execution and delivery by Able Lead of (i) this Agreement (including the Certificate of Non-U.S. Person attached to this Agreement as Exhibit “A”); (ii) the Consulting Services Agreement; (iii) the Operating Agreement; (iv) Voting Rights Proxy Agreement; and (v) the Escrow Agreement; and

(d) Executed copies of this Agreement, the Consulting Services Agreement, the Operating Agreement, Voting Rights Proxy Agreement, and Escrow Agreement, and Certificate of Non-U.S. Person attached to this Agreement as Exhibit “A”; all fully executed by, or on behalf of, Able Lead.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Each Party represents and warrants to the other Party that each of the warranties it makes is accurate in all respects and not misleading as at the date of this Agreement.

Section 3.02. Each Party undertakes to disclose in writing to the other Party anything which is or may constitute a breach of or be inconsistent with any of the warranties immediately upon the same coming to its notice at the time of and after Share Issuance Closing.

Section 3.03. Each Party agrees that each of the warranties it makes shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Agreement.

Section 3.04. Each Party acknowledges that the restrictions contained in Section 12.05 shall continue to apply after Share Issuance Closing without limit in time.

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GVBT

Section 4.01. Organization, Standing and Authority; Foreign Qualification.

GVBT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

Section 4.02. Corporate Authorization.

The execution, delivery and performance by GVBT of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of GVBT, and this Agreement constitutes a valid and binding agreement of GVBT. The Escrow Shares to be issued in accordance with this Agreement shall be duly authorized and, upon such issuance, will be validly issued, fully paid and non-assessable.

Section 4.03. Capitalization.

GVBT's authorized capital stock, as of the Date of Share Issuance Closing upon issuance of the Escrow Shares, shall consist of 750,000,000 authorized shares of common stock, of which 160,790,000 common shares shall be issued and outstanding (including the Escrow Shares). All of such issued and outstanding shares of GVBT's common stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of GVBT's common stock or any other security of GVBT or any plan for any of the foregoing.

Section 4.04. Subsidiaries.

GVBT does not own any direct or indirect subsidiaries.

Section 4.05. Articles of Incorporation and Bylaws.

GVBT has heretofore delivered, or prior to the Share Issuance Closing GVBT shall deliver, to Able Lead true, correct and complete copies of its Articles of Incorporation, certified by the Secretary of State of the State of Nevada and Bylaws or comparable instruments, certified by GVBT's corporate secretary.

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Section 4.06. No Conflict.

The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a) violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of GVBT;

(b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which GVBT is a party or by or to which either of its assets or properties, may be bound or subject;

(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon GVBT or upon the securities, assets or business of GVBT;

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to GVBT or to the securities, properties or business of GVBT; or

(e) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by GVBT.

Section 4.07. Compliance with Laws.

To the best knowledge of GVBT, it has complied with all laws, municipal bylaws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental authority applicable to it, its properties or the operation of its business, except where the failure to comply will not have a material adverse effect on the business, properties, financial condition or earnings of GVBT.

Section 4.08. True and Correct Copies.

All documents furnished or caused to be furnished to Able Lead by GVBT are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

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Section 4.09. Contracts.

(a) Except for and excluding any obligation or transactions referenced in this Agreement and except as described in GVBT’s Form 10-K for the year ended January 31 2017, filed with the SEC; GVBT is not a party to any:

(i) contracts with any current or former officer, director, employee, consultant, agent or other representative having more than three (3) months to run from the date hereof or providing for an obligation to pay and/or accrue compensation of $100,000 or more per annum, or providing for the payment of fees or other consideration in excess of $100,000 in the aggregate to any officer or director of GVBT, or to any other entity in which GVBT has an interest,

(ii) contracts for the purchase or sale of equipment or services that contain an escalation, renegotiation or re-determination clause or that can be cancelled without liability, premium or penalty only on ninety (90) days' or more notice;

(iii) contracts for the sale of any of its assets or properties or for the grant to any person of any preferential rights to purchase any of its or their assets or properties;

(iv) contracts (including, without limitation, leases of real property) calling for an aggregate purchase price or payments in any one (1) year of more than $100,000 in any one case (or in the aggregate, in the case of any related series of contracts);

(v) contracts relating to the acquisition by GVBT of any operating business of, or the disposition of any operating business by, any other person;

(vi) executory contracts relating to the disposition or acquisition of any investment or of any interest in any person;

(vii) joint venture contracts or agreements;

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(viii) contracts under which GVBT agrees to indemnify any party, other than in the ordinary course of business or in amounts not in excess of $100,000 or to share tax liability of any party;

(ix) contracts containing covenants of GVBT not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with GVBT in any line of business or in any geographical area;

(x) contracts for or relating to computers, computer equipment, computer software or computer services; or

(xi) contracts relating to the borrowing of money by GVBT or the direct or indirect guarantee by GVBT of any obligation for, or an agreement by GVBT to service, the repayment of borrowed money, or any other contingent obligations in respect of indebtedness of any other Person, including, without limitation:

(A) any contract with respect to lines of credit;

(B) any contract to advance or supply funds to any other person other than in the ordinary course of business;

(C) any contract to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered;

(D) any keep-well, make-whole or maintenance of working capital or earnings or similar contract; or

(E) any guarantee with respect to any lease or other similar periodic payments to be made by any other person; and

(xii) any other material contract whether or not made in the ordinary course of business.

Section 4.10. Operations of GVBT.

During the last 120 days prior to the date hereof, GVBT has not:

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(a) except for (a) this Agreement and (b) the share exchange between Woodhead Investments Limited, Harcourt Capital Limited and GVBT; amended its Articles of Incorporation or Bylaws or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business;

(b declared or paid any dividends or declared or made any other distributions of any kind to its shareholders; or

(c) made any loan or advance to any of its shareholders or to any of its directors, officers or employees, consultants, agents or other representatives, or made any other loan or advance, otherwise than in the ordinary course of business.

Section 4.11. Material Information.

This Agreement and all other information provided, in writing, by GVBT or representatives thereof to Able Lead, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to Able Lead in writing which, individually or in the aggregate, could have a material adverse effect on GVBT or a material adverse effect on the ability of GVBT to perform any of its obligations pursuant to this Agreement.

Section 4.12. Brokerage.

No broker or finder has acted, directly or indirectly, for GVBT nor did GVBT incur any finder's fee or other commission, in connection with the transactions contemplated by this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF ABLE LEAD

Able Lead represents to GVBT as follows:

Section 5.01. Organization, Standing and Authority; Foreign Qualification.

Lutu International is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all requisite corporate power and authority to own, lease and operate its respective properties and to conduct its respective business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

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Section 5.02. Authorization.

The execution, delivery and performance by Able Lead of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions, as the case may be, on the part of Able Lead. Able Lead has duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of Able Lead. The Shares of Lutu International to be transferred to GVBT in accordance with this Agreement have been duly authorized and validly issued, fully paid and non-assessable. Upon transfer of the Shares of Lutu International, no Encumbrance shall exist thereon.

Section 5.03. Capitalization.

(a) As of the date hereof and as of the Share Issuance Closing, Lutu International’s current total share capital is allocated as follows:

Able Lead	89 shares	89%
Harcourt Limited	6 shares	6%
Woodhead Investments Limited	5 shares	5%

As of the Escrow Closing, the 89 shares of Lutu International now owned by Able Lead shall represent 89% of the issued and outstanding capital stock of Lutu International.

(b) All of such issued and outstanding shares of capital stock of Lutu International are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of capital stock in Lutu International or any other security of Lutu International or any plan for any of the foregoing.

(c) The Shares of Lutu International are not subject to any right of first refusal, whether by contract, agreement, applicable law, regulation or statute, as the case may be.

(d) In the loan agreement of the Outstanding Loan, Shares of Lutu International and the shares of its subsidiaries are subject to the Loan Security. Pursuant to the terms of the loan agreement of the Outstanding Loan, Able Lead has an obligation not to transfer or otherwise dispose the Shares of Lutu International before the Loan Security is released.

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Section 5.04. Subsidiaries.

Lutu International owns Light Raise Limited, a BVI corporation as a direct subsidiary. Lutu International owns Hong Kong Prolific Mineral Resources Limited (a Hong Kong SAR corporation), Shanxi Lutu Biotechnology Limited (a PRC corporation) and Shenzhen QianHai Lutu Supply Chain Management Co. Ltd (a PRC Corporation) as indirect subsidiaries. The shareholding structure of Lutu International and its subsidiaries is as follows:

Section 5.05. Sale of Escrow Shares.

Upon completion of the purchase and sale of the Escrow Shares, Able Lead shall be the beneficial and record holder of the Escrow Shares.

Section 5.06. Investment Risk.

Able Lead understands that an investment in GVBT includes a high degree of risk, have such knowledge and experience in financial and business matters, investments, securities and private placements as to be capable of evaluating the merits and risks of their investment in the shares of GVBT, are in a financial position to hold the shares of GVBT for an indefinite period of time, and are able to bear the economic risk of, and withstand a complete loss of such investment in the shares of GVBT.

Section 5.07. Cooperation.

If required by applicable securities laws or order of a securities regulatory authority, stock exchange or other regulatory authority, Able Lead will execute, deliver, file and otherwise assist GVBT in filing such reports, undertakings and other documents as may be required with respect to the issuance of the Escrow Shares.

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Section 5.08. Tax Advice.

Able Lead is solely responsible for obtaining such legal, including tax advice as it considers necessary or appropriate in connection with the execution, delivery and performance by them of this Agreement and the transactions contemplated herein.

Section 5.09. No Conflict.

The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a) violate any provision of the Articles or Certificate of Incorporation, Bylaws or other charter or organizational document of Lutu International or Able Lead;

(b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which Lutu International or Able Lead is a party or by or to which their assets or properties, including the Shares of Lutu International, may be bound or subject;

(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon Lutu International or Able Lead or upon the securities, assets or business of Lutu International and/or Able Lead;

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to Lutu International and/or Able Lead or to the securities, properties or business of Lutu International and/or Able Lead; or

(e) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by Lutu International and/or Able Lead.

Section 5.10. Organizational Documents.

(a) Able Lead heretofore delivered to GVBT true, correct and complete copies of Lutu International's Articles of Incorporation or Association (or such similar organizational documents).

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(b) The minute books of Lutu International accurately reflect all actions taken at all meetings and consents in lieu of meetings of its respective members or owners, and all actions taken at all meetings and consents in lieu of meetings of its managing members from the date of incorporation to the date hereof.

Section 5.11. Compliance with Laws.

To the best of Able Lead’s knowledge, neither Lutu International nor Able Lead are in violation of any applicable order, judgment, injunction, award or decree nor are they in violation of any federal, provincial, state, local, municipal or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Lutu International or Able Lead and have not received written notice that any violation is being alleged.

Section 5.12. Material Information.

This Agreement and all other information provided in writing by Able Lead or representatives thereof to GVBT, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to GVBT in writing which, individually or in the aggregate, could have a material adverse effect on Lutu International and/or Able Lead or a material adverse effect on the ability of Able Lead to perform any of their obligations pursuant to this Agreement.

Section 5.13. Actions and Proceedings.

There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving Lutu International or Able Lead. To the knowledge of Able Lead, there are no actions, suits or claims or legal, regulatory, administrative or arbitration proceedings pending, or threatened against or involving Lutu International or Able Lead and their respective assets or the Shares of Lutu International.

Section 5.14. Brokerage.

Able Lead shall pay any brokerage, finder's fee or other commission owed in connection with the transactions contemplated by this Agreement.

Section 5.15 Non – U.S. Person

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(a) Able Lead hereby represents, warrants, acknowledges and covenants to GVBT (which representations, warranties, acknowledgments and covenants shall be true and correct on the date hereof and at the Share Issuance Closing, with the same force and effect as if they had been made as at such dates and which shall survive the Share Issuance Closing) and acknowledges that GVBT and its counsel, are relying thereon, that Able Lead is not a resident of the US and by virtue thereof is a “non-U.S. person” as defined in Regulation S (and as set forth in Exhibit “A” attached hereto, which is incorporated herein in its entirety) and confirms that the purchase of the Escrow Shares by Able Lead is not in violation of any applicable laws of its jurisdiction of residence, and Able Lead has properly complied with and duly executed the Certificate of Non-U.S. Person attached to this Agreement as Exhibit “A” indicating the means by which Able Lead is a “non-U.S. Person” and confirms the truth and accuracy of all statements made by Able Lead in such certificate.

(b) Able Lead acknowledges that any resale of the Escrow Shares will be subject to resale restrictions contained in the securities legislation applicable to Able Lead. Able Lead acknowledges that the Escrow Shares will be subject to statutory hold periods during which these securities may not be resold in the United States unless a further statutory exemption is available to Able Lead or an appropriate discretionary order is obtained pursuant to applicable securities laws.

(c) Able Lead hereby acknowledges that in addition to a legend referring to the restrictions on resale described above, a legend will be placed upon the certificates representing the Securities and any securities issuable in exchange therefor or in substitution thereof as follows:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THESE SECURITIES ARE RESTRICTED SECURITIES (AS DEFINED UNDER RULE 144 UNDER THE U.S. SECURITIES ACT) AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.

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DURING THE PERIOD ENDING [ONE YEAR AFTER THE SHARE ISSUANCE CLOSING] (THE "RESTRICTED PERIOD"), THESE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES, TO A U.S. PERSON (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), OR FOR THE ACCOUNT OR BENEFIT OF A U.S. PERSON, EXCEPT PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. DURING THE RESTRICTED PERIOD HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SUCH TRANSACTIONS ARE MADE IN COMPLIANCE WITH THE U.S. SECURITIES ACT.

ARTICLE VI

COVENANTS AND AGREEMENTS OF ABLE LEAD BEFORE SHARE ISSUANCE CLOSING

Section 6.01. Conduct of Businesses in the Ordinary Course.

From the date of this Agreement to the date of Share Issuance Closing, Able Lead shall cause Lutu International to conduct its respective business substantially in the manner in which it is currently conducted.

Section 6.02. Preservation of Permits and Services.

From the date of this Agreement to the date of Share Issuance Closing, Able Lead shall cause Lutu International to use its best efforts to preserve any permits and licenses in full force and effect and to keep available the services, and preserve the goodwill, of its present managers, officers, employees, agents, and consultants.

Section 6.03. Conduct Pending the Share Issuance Closing.

From the date of this Agreement to the date of Share Issuance Closing: (a) Able Lead shall cause Lutu International to use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article V shall continue to be true and correct; and (b) Able Lead shall promptly notify GVBT of any event, condition or circumstance that would constitute a violation or breach of this Agreement by Able Lead.

Section 6.04. Corporate Examinations and Investigations.

Prior to the date of Share Issuance Closing, GVBT shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, liabilities, properties, business and operations of Lutu International, and such examination of the books, records, tax returns, results of operations and financial condition of Lutu International. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and Able Lead and their employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.

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Section 6.05 Conduct of Businesses in the Ordinary Course.

From the date of this Agreement to the date of Share Issuance Closing, Able Lead shall cause Lutu International to conduct its respective business substantially in the manner in which it is currently conducted.

Section 6.06 No Breach of Terms of Outstanding Loan.

From the date of this Agreement to the date of Share Issuance Closing, Able Lead shall use its best endeavor to conduct its affairs in such a manner so that no terms under the Outstanding Loan are breached and no defaults of the Outstanding Loan arise.

Section 6.07 Reasonable Endeavor to Procure the Repayment of the Outstanding Loan.

From the date of this Agreement to the date of Share Issuance Closing and thereafter, Able Lead shall use reasonable endeavor to procure the full repayment of the Outstanding Loan without breaching any terms set forth herein this Agreement.

Section 6.08. No Encumbrances over its Assets or Shares in Lutu International.

Able Lead shall not acquire, sell, lease, license or dispose of any assets or property and shall not mortgage or pledge any of its property or assets. Able Lead shall ensure that Lutu International does not create, incur or assume any long-term debt or create any Encumbrances over its shares.

ARTICLE VII

COVENANTS AND AGREEMENTS OF GVBT BEFORE SHARE ISSUANCE CLOSING

Section 7.01. Conduct of Businesses in the Ordinary Course.

From the date of this Agreement to the date of Share Issuance Closing, GVBT shall conduct its businesses substantially in the manner in which it is currently conducted and shall not enter into any contract described in Section 4.09, or undertake any of the actions specified in Sections 4.10.

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Section 7.02. Litigation.

From the date of this Agreement to the date of Share Issuance Closing, GVBT shall notify Able Lead of any actions or proceedings of the type described in Section 4.07 that are threatened or commenced against GVBT or against any officer, director, employee, properties or assets of GVBT and of any requests for information or documentary materials by any governmental or regulatory body in connection with the transactions contemplated hereby.

Section 7.03. Conduct of GVBT Pending the Share Issuance Closing.

From the date hereof through the date of Share Issuance Closing:

(a) GVBT shall use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article IV shall continue to be true and correct on and as of the date of Share Issuance Closing Date as if made on and as of the date of Share Issuance Closing; and

(b) GVBT shall promptly notify Able Lead of any event, condition or circumstance occurring from the date hereof through the date of Share Issuance Closing that would constitute a violation or breach of this Agreement by GVBT.

Section 7.04. Corporate Examinations and Investigations.

Prior to the date of Share Issuance Closing, Able Lead shall be entitled, through employees and representatives, to make any investigation of the assets, liabilities, properties, business and operations of GVBT and such examination of the books, records, tax returns, results of operations and financial condition of GVBT. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and GVBT and its employees and representatives shall cooperate fully with such representatives in connection with such reasonable review and examination.

ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF GVBT TO CLOSE SHARE ISSUANCE AND ESCROW CLOSING

The obligations of GVBT to be performed by it at the Share Issuance Closing pursuant to this Agreement, and the transfer of the Escrow Shares to Able Lead pursuant to the terms of the Escrow Agreement (“Escrow Closing”) are subject to the fulfillment on or before the date of Share Issuance Closing and the Escrow Closing, as applicable, of each of the following conditions, any one or more of which may be waived by it, to the extent permitted by law:

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Section 8.01. Representations and Covenants.

(a) The representations and warranties of Able Lead contained in this Agreement shall be true and correct on and as of the date of Share Issuance Closing and Escrow Closing, as applicable, with the same force and effect as though made on and as of the date of Share Issuance Closing or Escrow Closing, as applicable, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b) Able Lead shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the date of Share Issuance Closing or Escrow Closing, as applicable. Able Lead shall have delivered to GVBT a certificate, dated the date of Share Issuance Closing, or Escrow Closing, as applicable, and signed by Able Lead to the foregoing effect.

Section 8.02. Governmental Permits and Approvals.

(a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Lutu International to continue to be carried on substantially in the same manner immediately following the date of Share Issuance Closing or Escrow Closing, as applicable, shall have been obtained and shall be in full force and effect, and GVBT shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the date of Share Issuance Closing, or Escrow Closing, as applicable, the transactions contemplated by this Agreement.

Section 8.03. Third Party Consents.

All consents, permits and approvals from parties to contracts with Lutu International that may be required in connection with the performance by Able Lead hereunder or the continuance of such contracts in full force and effect after the date of Share Issuance Closing or Escrow Closing, as applicable, shall have been obtained.

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Section 8.04. Litigation.

No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on Lutu International, Able Lead, or on the Shares of Lutu International.

Section 8.05 Contractual Arrangements.

Able Lead and GVBT shall have entered into Contractual Arrangements in which GVBT assumes management of Lutu International and all such contracts shall be in full force and effect.

Section 8.06. Closing Documents.

Able Lead shall have executed and delivered the documents described in Section 2.04 above.

Section 8.07. Escrow Agreement.

All conditions precedent to the release of the Escrow Shares pursuant to the Escrow Agreement shall have been satisfied.

ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATION OF ABLE LEAD TO CLOSE THE SHARE ISSUANCE AND ESCROW CLOSING

The obligations of Able Lead to be performed by them at the Share Issuance Closing pursuant to this Agreement are subject to the fulfillment, on or before the date of Share Issuance Closing Date, of each the following conditions, any one or more of which may be waived by it, to the extent permitted by law:

Section 9.01. Representations and Covenants.

(a) The representations and warranties of GVBT contained in this Agreement shall be true and correct on and as of the date of Share Issuance Closing, and the Escrow Closing, as applicable, with the same force and effect as though made on and as of the date of Share Issuance Closing and the Escrow Closing, as applicable, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b) GVBT shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the date of Share Issuance Closing and Escrow Closing, as applicable. GVBT shall have delivered to Able Lead a certificate dated the date of Share Issuance Closing and Escrow Closing, as applicable, and signed by an authorized signatory of GVBT to the foregoing effect.

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Section 9.02. Governmental Permits and Approvals.

(a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by GVBT to continue to be carried on substantially in the same manner immediately following the date of Share Issuance Closing, and Escrow Closing, as applicable, shall have been obtained and shall be in full force and effect, and Able Lead shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making the transactions contemplated by this Agreement illegal on the date of Share Issuance Closing and Escrow Closing, as applicable.

Section 9.03. Litigation.

No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on GVBT.

Section 9.04. Closing Documents.

GVBT shall have executed and delivered the documents described in Section 2.03 above.

ARTICLE X

TERMINATION

Section 10.01. Termination.

(a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Share Issuance, and/or Escrow Closing, and the other transactions contemplated by this Agreement shall be abandoned at any time prior to the Share Issuance Closing or Escrow Closing, as applicable:

(i) by mutual written consent of Able Lead and GVBT;

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(ii) by either Able Lead or GVBT in the event that a temporary restraining order, preliminary or permanent injunction or other judicial order preventing the consummation of the Share Issuance or Escrow Closing or any of the other transactions contemplated hereby shall have become final and non-appealable; providedthat , the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all commercially reasonable efforts to have such order, injunction or other order vacated;

(iii) by GVBT if GVBT is not then in material breach of this Agreement and if there shall have been any breach by Able Lead (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article VIII, and (B) shall not have been cured within thirty (30) days following receipt by Able Lead of written notice of such breach, or such longer period in the event that such breach cannot reasonably be expected to be cured within such 30‑day period and Able Lead are diligently pursuing such cure, or in the event the conditions precedent to the release of the Escrow Shares to Able Lead pursuant to the Escrow Agreement have not been satisfied; or

(iv) by Able Lead if Able Lead are not then in material breach of this Agreement and if there shall have been any breach by GVBT (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article IX, and (B) shall not have been cured within thirty (30) days following receipt by GVBT of written notice of such breach;

(b) In the event of termination by Able Lead or GVBT pursuant to this Section 10.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party.

Section 10.02. Effect of Termination.

If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 10.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 10.01 and this Section 10.02. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement.

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ARTICLE XI

POST-CLOSING COVENANTS

Section 11.01 Able Lead’s Covenants.

Able Lead hereby covenants with GVBT and promises as follows:

(a) To maintain the books, records, accounting and financial statements of Lutu International and all operations related to its mining operations, in accordance with applicable accounting principles and practices.

(b) To maintain all of the legal requirements that permit Lutu International to continue its fertilizer manufacturing operations under all applicable federal, state and/or provincial laws and regulations of People’s Republic of China and comply with all other federal, state and/or provincial laws and regulations of China.

(c) Not to incur any debt by Lutu International in any event whatsoever, except with the prior written consent of the Board of Directors of GVBT.

ARTICLE XII

MISCELLANEOUS

Section 12.01. Public Notices.

The Parties agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated and no Party shall act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld.

Section 12.02. Notices.

Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered or faxed to the Party to whom it is given or, if mailed, by prepaid registered mail addressed to such Party at:

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if to Able Lead, at:

PO Box 957,

Road Town, Tortola,

British Virgin Islands

if to GVBT, at:

GVBT Corp.

c/o W. Scott Lawler, Esq.

Booth Udall Fuller PLC

1255 W Rio Salado Pkwy #215

Tempe, AZ 85281

or at such other address as the Party to whom such writing is to be given shall have last notified to the Party giving the same in the manner provided in this article. Any notice mailed shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing unless at the time of mailing or within five (5) Business Days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy. Any notice delivered or faxed to the Party to whom it is addressed shall be deemed to have been given and received on the Business Day next following the day it was delivered or faxed.

Section 12.03. Severability.

If a court of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

Section 12.04. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written, by and between any of the Parties with respect to the subject matter hereof.

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Section 12.05. Further Assurances.

The Parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the date of Share Issuance Closing and Escrow Closing.

Section 12.06. Waiver.

Except as provided in this Article, no action taken or inaction pursuant to this Agreement will be deemed to constitute a waiver of compliance with any warranties, conditions or covenants contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature. No waiver of any right under this Agreement shall be binding unless executed in writing by the Party to be bound thereby.

Section 12.07. Counterparts.

This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies together shall constitute one and the same instrument and shall be valid and enforceable.

IN WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day and year first above written.

Green Vision Biotechnology Corp., a Nevada corporation		Able Lead Holdings Limited, a British Virgin Islands corporation
By:	/s/ Ma Wai Kin	By:	/s/ Leung Kwong Tak
Name:	Ma Wai Kin	Name:	LEUNG Kwong Tak
Title:	President	Title:	Director

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EXHIBIT “A”

CERTIFICATE OF NON-U.S. PERSON

Able Lead Holdings Limited (the “Subscriber”) covenants, represents and warrants to Green Vision Biotechnology Corp. (the “Issuer”) that:

1. The representations and warranties contained herein are made by the Subscriber with the intent that they may be relied upon by the Issuer in determining the Subscriber’s suitability as a purchaser of shares of its capital stock (the “Shares”).

2. The Subscriber has received and read the Issuer’s annual report for the year ended January 31, 2017, and any amendments to such report (the “Annual Report”) and the Subscriber is familiar with all terms and provisions thereof.

3. The Subscriber confirms that the purchase of the Shares occurred in an “offshore transaction” in that:

(a) The Subscriber is not an “entity” in the United States

(b) At the time the Share Exchange Agreement between Subscriber and Issuer (the “Share Exchange Agreement”) was entered into, and as of the effective date of the Share Exchange Agreement, the Subscriber was outside of the United States.

(c) The Subscriber is not a U.S. Person. For purposes hereof, "U.S. Person" means:

(i) any natural person resident in the United States;

(ii) any partnership or corporation organized or incorporated under the laws of the United States;

(iii) any estate of which any trustee is a U.S. Person;

(iv) any trust of which any trustee is a U.S. Person;

(v) any agency or branch of a foreign entity located in the United States;

(vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if any individual) resident in the United States; and

(vii) any partnership or corporation if:

(a) organized or incorporated under the laws of any foreign jurisdiction; and

(b) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned by accredited investors (as defined in Rule 501(1) under the Securities Act) who are not natural persons, estates or trusts.

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4. The Subscriber has previously been advised that the Subscriber would have an opportunity to review all the pertinent facts concerning the Issuer, and to obtain any additional information which they might request, to the extent possible or obtainable, without unreasonable effort and expense, in order to verify the accuracy of the information contained in the Annual Report.

5. The Subscriber has personally communicated or been offered the opportunity to communicate with an executive officer of the Issuer to discuss the business and financial affairs of the Issuer, its products and activities, and its plans for the future. The Subscriber acknowledges that if the Subscriber would like to further avail itself of the opportunity to ask additional questions of the Issuer, the Issuer will make arrangements for such an opportunity on request.

6.The Subscriber has been advised that no accountant or attorney engaged by the Issuer is acting as its representative, accountant, or attorney.

May 12, 2017

Date

/s/ Leung Kwong Tak

Duly authorized signatory for Subscriber

LEUNG Kwong Tak, Director 

(Print name of Subscriber)

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EX-2.2

EXHIBIT 2.2

SHARE EXCHANGE AGREEMENT

THIS SHARE EXCHANGE AGREEMENT (this "Agreement"), dated as of May 12, 2017 (this "Agreement") is entered into by and among, Green Vision Biotechnology Corp., a corporation organized under the laws of the State of Nevada ("GVBT"), Woodhead Investment Limited, a limited company organized under the laws of the British Virgin Islands (“Woodhead”) and Harcourt Capital Limited, a limited company organized under the laws of the British Virgin Islands (“Harcourt”) (Woodhead and Harcourt are collectively referred to herein as the "Shareholders"). GVBT and the Shareholders are referred to singularly as a "Party" and collectively as the "Parties."

WITNESSETH:

WHEREAS, Harcourt owns 6% of the issued and outstanding shares of Lutu International Biotechnology Limited ("Lutu International");

WHEREAS, Woodhead owns 5% of the issued and outstanding shares of Lutu International;

WHEREAS, Lutu International is the ultimate holding company of Shanxi Green Biotechnology Industry Limited, a Wholly Foreign-Owned Enterprise registered in the People’s Republic of China, which is in the business of fertilizer manufacturing located in Jinzhong Prefecture-Level City of Shanxi Province, the People’s Republic of China;

WHEREAS, GVBT wishes to acquire all of the issued and outstanding shares of capital stock of Lutu International with the purpose of owning and operating Lutu International as GVBT' s wholly-owned subsidiary;

WHEREAS, GVBT and the Shareholders propose to enter into this Agreement which provides, among other things, that the Shareholders will deliver the Lutu International Shares owned by each of them to GVBT in exchange for a total of 11 million shares of GVBT's common stock (the "Share Exchange") as described in Section 2.01 of this Agreement, on the terms and conditions set forth herein and such additional items as more fully described in this Agreement.

NOW, THEREFORE, in consideration, of the promises and of the mutual representations, warranties and agreements set forth herein, the Parties hereto agree as follows:

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ARTICLE I

DEFINITIONS

Section 1.01. Definitions. The following terms shall have the following respective meanings:

"Business Day"	a day (other than a Saturday) on which banks in Nevada are open for business throughout their normal business hours;
"Affiliate"	with respect to any Party, a Person that directly or indirectly controls, is controlled by, or is under common control of such Party. For the purpose of this definition, "control" means (i) ownership of more than ten percent (10%) of the voting shares of a Person or (ii) the right or ability to direct the management or policies of a Person through ownership of voting shares or other securities, pursuant to a written agreement or otherwise;
"Closing"	the closing of the transactions contemplated by this Agreement;
"Completion"	completion of acquisition of the Lutu International Shares held by Woodhead and Harcourt by GVBT from Woodhead and Harcourt and issuance of the Exchange Shares (as such term is defined below) in accordance with the terms and conditions of this Agreement;
"Encumbrance"	any mortgage, charge, pledge, lien, (otherwise than arising by statute or operation of law), equities, hypothecation or other encumbrance, priority or security interest, preemptive right deferred purchase, title retention, leasing, sale-and-repurchase or sale-and-leaseback arrangement whatsoever over or in any property, assets or rights of whatsoever nature and includes any agreement for any of the same and reference to "Encumbrances" shall be construed accordingly;
"Exchange Act"	the US Securities Exchange Act of 1934;
“Lutu International Shares”	all of the issued and outstanding shares of Lutu International;
"Person"	any individual, firm, company, government, state or agency of a state or any joint venture, association or partnership (whether or not having separate legal personality);
"SEC"	the US Securities and Exchange Commission;
"Securities Act"	the US Securities Act of 1933;
"United States Dollars"	or "US$" United States dollars;
"US"	United States of America;

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Section 1.02. Rules of Construction.

(a) Unless the context otherwise requires, as used in this Agreement: (i) "including" means "including, without limitation"; (ii) words in the singular include the plural; (iii) words in the plural include the singular; (iv) words applicable to one gender shall be construed to apply to each gender; (v) the terms "hereof," "herein," "hereby," "hereto" and derivative or similar words refer to this entire Agreement, including the Schedules hereto; (vi) the terms "Article," "Section" and "Schedule" shall refer to the specified Article, Section or Schedule of or to this Agreement and references to paragraphs shall refer to the relevant paragraph of a specified Schedule and (vii) the term "day" shall refer to calendar days.

(b) Titles and headings to Articles and Sections are inserted for convenience of reference only, and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

ARTICLE II

THE SHARE EXCHANGE

Section 2.01 Share Exchange.

(a) Subject to and upon the terms and conditions of this Agreement, on the Closing Date (as defined hereafter), GVBT shall acquire 5 shares of Lutu International from Woodhead and 6 shares of Lutu International from Harcourt with all of such interests acquired being free from all Encumbrances together with all rights now or hereafter attaching thereto.

(b) In exchange for the delivery of the Lutu International Shares held by Harcourt and Woodhead, GVBT shall provide the following to the Shareholders at the closing, a total of 11 million shares of GVBT's common stock (the "Exchange Shares"), allocated as follows:

Woodhead	5,000,000
Harcourt	6,000,000

 

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provided, however, that the Exchange Shares to be issued to any particular Shareholder shall be issued to any affiliate, trustee, legal entity or representative as directed by such Shareholder.

(c) The Share Exchange shall take place upon the terms and conditions provided for in this Agreement and in accordance with applicable law. If the Closing does not occur as set forth in Section 2.02 of this Agreement due to one Party's failure to perform, then the other Party may terminate the Agreement.

Section 2.02. Closing Location. The Closing of the Share Exchange and the other transactions contemplated by this Agreement will occur as soon as possible (the "Closing Date"), at the offices of Booth Udall Fuller, PLC, 1255 W. Rio Salado Parkway, Tempe, Arizona.

Section 2.03. Shareholder's Closing Documents. At the Closing, the Shareholders will tender to GVBT:

(a) Original certificates issued in the name of the Shareholder or Shareholders representing all of the Lutu International Shares they own respectively, duly endorsed for transfer by the Shareholders, with either a medallion signature guarantee or notarization of such endorsement, and marked "cancelled for transfer" or as otherwise directed by GVBT or its counsel, in accordance with the laws of the Cayman Islands;

(b) One (1) new certificate issued by Lutu International in the name of GVBT representing the Lutu International Shares;
 

(c) A certified copy of the register of shareholders of Lutu International showing GVBT as the registered owner of the Lutu International Shares;
 

(d) A resolution from the Shareholders certifying that the conditions in Section 8.01(b) have been satisfied;

(e) a Certificate of Non-U.S. Person in the form attached to this Agreement as Exhibit “A” from Woodhead and as Exhibit “B” from Harcourt; and

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(f) certified copies of resolutions of the Board of Directors of each of Woodhead and Harcourt in a form satisfactory to GVBT, acting reasonably, authorizing the execution and delivery by each of them of this Agreement.

Section 2.04. GVBT's Closing Documents. At the Closing, GVBT will tender to the Shareholders:

(a) A certified copy(ies) of resolutions of the Board of Directors of GVBT in a form satisfactory to the Shareholders, acting reasonably, authorizing:

(i)	the execution and delivery of this Agreement by GVBT; and
(ii)	the issuance of the Exchange Shares to the Shareholders.

(b) Share certificates, registered in the name of the Shareholders representing the Exchange Shares to be issued to them respectively; and

(c) A certificate executed by a duly appointed officer of GVBT certifying that the conditions in Section 9.01(b) have been satisfied.

ARTICLE III

REPRESENTATIONS AND WARRANTIES

Section 3.01. Each Party represents and warrants to the other Party that each of the warranties it makes is accurate in all respects and not misleading as at the date of this Agreement.

Section 3.02. Each Party undertakes to disclose in writing to the other Party anything which is or may constitute a breach of or be inconsistent with any of the warranties immediately upon the same coming to its notice at the time of and after Completion.

Section 3.03. Each Party agrees that each of the warranties it makes shall be construed as a separate and independent warranty and (except where expressly provided to the contrary) shall not be limited or restricted by reference to or inference from the terms of any other warranty or any other term of this Agreement.

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Section 3.04. Each Party acknowledges that the restrictions contained in Section 11.01 shall continue to apply after the Closing without limit in time.

Section 3.05 Each party acknowledges and agrees that GVBT desires to acquire all the Lutu International Shares held by the Shareholders and Able Lead Holdings Limited and that GVBT is a party to other agreements related to such acquisition.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GVBT

Section 4.01. Organization, Standing and Authority; Foreign Qualification. GVBT is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada and has all requisite corporate power and authority to own, lease and operate its properties and to conduct its business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

Section 4.02. Corporate Authorization. The execution, delivery and performance by GVBT of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of GVBT, and this Agreement constitutes a valid and binding agreement of GVBT. The Exchange Shares to be issued in accordance with this Agreement shall be duly authorized and, upon such issuance, will be validly issued, fully paid and non-assessable.

Section 4.03. Capitalization. GVBT's authorized capital stock, as of the Closing Date upon issuance of the Exchange Shares, shall consist of 750,000,000 authorized shares of common stock, of which 160,790,000 common shares shall be issued and outstanding (including the Exchange Shares). All of such issued and outstanding shares of GVBT's common stock and preferred stock are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of GVBT's common stock or any other security of GVBT or any plan for any of the foregoing. GVBT is not obligated to register the resale of any of its common stock on behalf of any shareholder of GVBT under the Securities Act.

Section 4.04. Subsidiaries. GVBT's does not have any subsidiaries.

Section 4.05. Articles of Incorporation and Bylaws. GVBT has heretofore delivered, or prior to Closing GVBT shall deliver, to the Shareholders true, correct and complete copies of its Articles of Incorporation, certified by the Secretary of State of the State of Nevada and Bylaws or comparable instruments, certified by GVBT's corporate secretary.

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Section 4.06. No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a) violate any provision of the Articles of Incorporation, Bylaws or other charter or organizational document of GVBT;

(b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which GVBT is a party or by or to which either of its assets or properties, may be bound or subject;

(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon GVBT or upon the securities, assets or business of GVBT;

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to GVBT or to the securities, properties or business of GVBT; or

(e) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by GVBT.

Section 4.07. Litigation. There is no litigation, suit, proceeding, action or claim at law or in equity, pending or to GVBT's best knowledge threatened against or affecting GVBT or involving any of GVBT's property or assets, before any court, agency, authority or arbitration tribunal, including, without limitation, any product liability, workers' compensation or wrongful dismissal claims, or claims, actions, suits or proceedings relating to toxic materials, hazardous substances, pollution or the environment. GVBT is not subject to or in default with respect to any notice, order, writ, injunction or decree of any court, agency, authority or arbitration tribunal.

Section 4.08. Compliance with Laws. To the best knowledge of GVBT, it has complied with all laws, municipal bylaws, regulations, rules, orders, judgments, decrees and other requirements and policies imposed by any governmental authority applicable to it, its properties or the operation of its business, except where the failure to comply will not have a material adverse effect on the business, properties, financial condition or earnings of GVBT.

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Section 4.09. True and Correct Copies. All documents furnished or caused to be furnished to the Shareholders by GVBT are true and correct copies, and there are no amendments or modifications thereto except as set forth in such documents.

Section 4.10. Contracts.

(a) Except for the contracts set forth on Schedule 4.10, and except as described in GVBT’s Form 10-K for the year ended January 31, 2017, filed with the SEC, and excluding any obligation referenced in this Agreement or related transactions and agreements between GVBT and Able Lead Holdings Limited, GVBT is not a party to any:

(i) contracts with any current or former officer, director, employee, consultant, agent or other representative having more than three (3) months to run from the date hereof or providing for an obligation to pay and/or accrue compensation of $100,000 or more per annum, or providing for the payment of fees or other consideration in excess of $100,000 in the aggregate to any officer or director of GVBT, or to any other entity in which GVBT has an interest;

(ii) contracts for the purchase or sale of equipment or services that contain an escalation, renegotiation or re-determination clause or that can be cancelled without liability, premium or penalty only on ninety (90) days' or more notice;

(iii) contracts for the sale of any of its assets or properties or for the grant to any person of any preferential rights to purchase any of its or their assets or properties;

(iv) contracts (including, without limitation, leases of real property) calling for an aggregate purchase price or payments in any one (1) year of more than $100,000 in any one case (or in the aggregate, in the case of any related series of contracts);

(v) contracts relating to the acquisition by GVBT of any operating business of, or the disposition of any operating business by, any other person;

(vi) executory contracts relating to the disposition or acquisition of any investment or of any interest in any person;

(vii) joint venture contracts or agreements;

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(viii) contracts under which GVBT agrees to indemnify any party, other than in the ordinary course of business or in amounts not in excess of $100,000 or to share tax liability of any party;

(ix) contracts containing covenants of GVBT not to compete in any line of business or with any person in any geographical area or covenants of any other person not to compete with GVBT in any line of business or in any geographical area;

(x) contracts for or relating to computers, computer equipment, computer software or computer services; or

(xi) contracts relating to the borrowing of money by GVBT or the direct or indirect guarantee by GVBT of any obligation for, or an agreement by GVBT to service, the repayment of borrowed money, or any other contingent obligations in respect of indebtedness of any other Person, including, without limitation:

(A) any contract with respect to lines of credit;

(B) any contract to advance or supply funds to any other person other than in the ordinary course of business;

(C) any contract to pay for property, products or services of any other person even if such property, products or services are not conveyed, delivered or rendered;

(D) any keep-well, make-whole or maintenance of working capital or earnings or similar contract; or

(E) any guarantee with respect to any lease or other similar periodic payments to be made by any other person; and

(xii) any other material contract whether or not made in the ordinary course of business.

Section 4.11. Operations of GVBT. During the last ninety (90) days prior to the date hereof, GVBT has not:

(a) Except for the share exchange agreement between Able Lead Holdings Limited and GVBT, and except as provided in GVBT’s filings with the SEC, amended its Articles of Incorporation or Bylaws or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any shares of its capital stock or changed or agreed to change in any manner the rights of its outstanding capital stock or the character of its business;

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(b) except for the issuance of 11,000,000 (11 million) shares of common stock in anticipation of the Share Exchange and except for the share exchange agreement between Able Lead Holdings Limited and GVBT; issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any shares of its capital stock or any bonds, notes, debentures or other evidence or indebtedness;

(c) declared or paid any dividends or declared or made any other distributions of any kind to its shareholders; or

(d) made any loan or advance to any of its shareholders or to any of its directors, officers or employees, consultants, agents or other representatives, or made any other loan or advance, otherwise than in the ordinary course of business.

Section 4.12. Material Information. This Agreement, the Schedules attached hereto and all other information provided, in writing, by GVBT or representatives thereof to the Shareholders, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to the Shareholders in writing which, individually or in the aggregate, could have a material adverse effect on GVBT or a material adverse effect on the ability of GVBT to perform any of its obligations pursuant to this Agreement.

Section 4.13. Brokerage. No broker or finder has acted, directly or indirectly, for GVBT nor did GVBT incur any finder's fee or other commission, in connection with the transactions contemplated by this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS

The Shareholders represent to GVBT as follows:

Section 5.01. Organization, Standing and Authority; Foreign Qualification. (a) Lutu International is a corporation duly organized, validly existing and in good standing under the laws of Cayman Islands and has all requisite corporate power and authority to own, lease and operate its respective properties and to conduct its respective business as presently conducted and as proposed to be conducted and is duly qualified or licensed as a foreign corporation in good standing in each jurisdiction in which the character of its properties or the nature of its business activities require such qualification.

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Section 5.02. Authorization. The execution, delivery and performance by the Shareholders of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary actions, as the case may be, on the part of the Shareholders. The Shareholders have duly executed and delivered this Agreement and this Agreement constitutes a valid and binding agreement of the Shareholders. The Lutu International Shares to be transferred to GVBT in accordance with this Agreement have been duly authorized and validly issued, fully paid and non-assessable. Upon transfer of the Lutu International Shares, no Encumbrance shall exist thereon.

Section 5.03. Capitalization.

(a) Lutu International’s current total share capital is allocated as follows:

Able Lead Holdings Limited	89 shares	89%
Harcourt	6 shares	6%
Woodhead	5 shares	5%

(b) All of such issued and outstanding shares of capital stock of Lutu International are duly authorized, validly issued, fully paid and non-assessable. There are no outstanding options, warrants, agreements or rights to subscribe for or to purchase, or commitments to issue, shares of capital stock in Lutu International or any other security of Lutu International or any plan for any of the foregoing.

(c) Lutu International Shares are not subject to any option, right of first refusal, whether by contract, agreement, applicable law, regulation or statute, as the case may be.

(d) In the loan agreement under which Able Lead Holdings Limited is obligated in the amount of USD $4.43 million (the “Outstanding Loan”), Lutu International Shares owned by Able Lead Holdings Limited and the shares of its subsidiaries are secured to the Outstanding Loan. Pursuant to the terms of the loan agreement, Able Lead Holdings Limited is not allowed to transfer or otherwise dispose Lutu International Shares owned by it before the loan security is released.

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Section 5.04. Subsidiaries.

Lutu International owns Light Raise Limited, a BVI corporation as a direct subsidiary. Lutu International owns Hong Kong Prolific Mineral Resources Limited (a Hong Kong SAR corporation), Shanxi Lutu Biotechnology Limited (a PRC corporation) and Shenzhen QianHai Lutu Supply Chain Management Co., Ltd (a PRC Corporation) as indirect subsidiaries. The shareholding structure of Lutu International and its subsidiaries is as follows:
  

Section 5.05. Sale of Exchange Shares. Upon completion of the purchase and sale of the Exchange Shares, the Shareholders shall be the beneficial and record holder of the Exchange Shares.

Section 5.06. Investment Risk. The Shareholders understand that an investment in GVBT includes a high degree of risk, have such knowledge and experience in financial and business matters, investments, securities and private placements as to be capable of evaluating the merits and risks of their investment in the Exchange Shares, are in a financial position to hold the Exchange Shares for an indefinite period of time, and are able to bear the economic risk of, and withstand a complete loss of such investment in the Exchange Shares.

Section 5.07. Cooperation. If required by applicable securities laws or order of a securities regulatory authority, stock exchange or other regulatory authority, the Shareholders will execute, deliver, file and otherwise assist GVBT in filing such reports, undertakings and other documents as may be required with respect to the issuance of the Exchange Shares.

Section 5.08. Tax Advice. The Shareholders are solely responsible for obtaining such legal, including tax, advice as it considers necessary or appropriate in connection with the execution, delivery and performance by them of this Agreement and the transactions contemplated herein.

Section 5.09. Investment Representations. All of the acknowledgements, representations, warranties and covenants set out in Exhibit “A” and Exhibit “B” hereto are true and correct as of the date hereof and as of the Closing Date as for the Shareholders.

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Section 5.10. No Conflict. The execution, delivery and performance of this Agreement and the completion of the transactions contemplated herein will not:

(a) violate any provision of the Articles or Certificate of Incorporation, Bylaws or other charter or organizational document of Lutu International, Harcourt or Woodhead;

(b) violate, conflict with or result in the breach of any of the terms of, result in any modification of the effect of, otherwise give any other contracting party the right to terminate, or constitute (or with notice or lapse of time or both constitute) a default under, any contract to which Lutu International or the Shareholders is a party or by or to which their assets or properties, including the Lutu International Shares, may be bound or subject;

(c) violate any order, judgment, injunction, award or decree of any court, arbitrator or governmental or regulatory body against, or binding upon, or any agreement with, or condition imposed by, any governmental or regulatory body, foreign or domestic, binding upon Lutu International or the Shareholders or upon the securities, assets or business of Lutu International and/or the Shareholders;

(d) violate any statute, law or regulation of any jurisdiction as such statute, law or regulation relates to Lutu International and/or the Shareholders or to the securities, properties or business of Lutu International and/or the Shareholders; or

(e) result in the breach of any of the terms or conditions of, constitute a default under, or otherwise cause an impairment of, any permit or license held by Lutu International and/or the Shareholders.

Section 5.11. Organizational Documents.

(a) The Shareholders have heretofore delivered to GVBT true, correct and complete copies of Lutu International's Articles of Incorporation or Association (or such similar organizational documents).

(b) The minute books of Lutu International accurately reflect all actions taken at all meetings and consents in lieu of meetings of its respective members or owners, and all actions taken at all meetings and consents in lieu of meetings of its managing members from the date of incorporation to the date hereof.

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Section 5.12. Compliance with Laws. To the best of the Shareholders' knowledge, neither Lutu International nor the Shareholders are in violation of any applicable order, judgment, injunction, award or decree nor are they in violation of any federal, provincial, state, local, municipal or foreign law, ordinance or regulation or any other requirement of any governmental or regulatory body, court or arbitrator, other than those violations which, in the aggregate, would not have a material adverse effect on Lutu International or the Shareholders and have not received written notice that any violation is being alleged.

Section 5.13. Material Information. This Agreement, the Schedules attached hereto and all other information provided in writing by the Shareholders or representatives thereof to GVBT, taken as a whole, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make any statement contained herein or therein not misleading. There are no facts or conditions which have not been disclosed to GVBT in writing which, individually or in the aggregate, could have a material adverse effect on Lutu International and/or the Shareholders or a material adverse effect on the ability of the Shareholders to perform any of their obligations pursuant to this Agreement.

Section 5.14. Actions and Proceedings. There are no outstanding orders, judgments, injunctions, awards or decrees of any court, governmental or regulatory body or arbitration tribunal against or involving Lutu International or the Shareholders. There are no actions, suits or claims or legal, regulatory, administrative or arbitration proceedings pending or, to the knowledge of the Shareholders, threatened against or involving Lutu International or the Shareholders, their respective assets or the Lutu International Shares.

Section 5.15. Operations. Except as contemplated by this Agreement, since its date of incorporation, Lutu International has not:

(a) amended its Certificate or Articles of Association or Bylaws (or similar document) or merged with or into or consolidated with any other person or entity, subdivided or in any way reclassified any of its ownership interests or changed or agreed to change in any manner the rights of its ownership interests or the character of its business;

(b) issued, reserved for issuance, sold or redeemed, repurchased or otherwise acquired, or issued options or rights to subscribe to, or entered into any contract or commitment to issue, sell or redeem, repurchase or otherwise acquire, any ownership interests or any bonds, notes, debentures or other evidence or indebtedness; or

(c) made any loan or advance to any manager, officer, director or employee, consultant, agent or other representative.

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Section 5.16. Brokerage. The Shareholders shall pay any brokerage, finder's fee or other commission owed in connection with the transactions contemplated by this Agreement.

Section 5.16 Non – U.S. Person
  

(a) Each of Woodhead and Harcourt hereby represent, warrant, acknowledge and covenant to GVBT (which representations, warranties, acknowledgments and covenants shall be true and correct on the date hereof and at the Closing, with the same force and effect as if they had been made as at such dates and which shall survive the Closing) and acknowledges that GVBT and its counsel, are relying thereon, that Woodhead and Harcourt are not residents of the US and by virtue thereof is a “non-U.S. person” as defined in Regulation S (and as set forth in Exhibit “A” and Exhibit “B” attached hereto, which are incorporated herein in their entirety) and confirm that the purchase of the Exchange Shares by Woodhead and Harcourt is not in violation of any applicable laws of its jurisdiction of residence, and each of Woodhead and Harcourt have properly complied with and duly executed the Certificate of Non-U.S. Person attached to this Agreement as Exhibit “A” and Exhibit “B” indicating the means by which each of Woodhead and Harcourt is a “non-U.S. Person” and confirm the truth and accuracy of all statements made by each of Woodhead and Harcourt in such certificates.

(b) Woodhead and Harcourt acknowledge that any resale of the Exchange Shares will be subject to resale restrictions contained in the securities legislation applicable to Woodhead and Harcourt. Woodhead and Harcourt acknowledge that the Exchange Shares will be subject to statutory hold periods during which these securities may not be resold in the United States unless a further statutory exemption is available to Woodhead and Harcourt or an appropriate discretionary order is obtained pursuant to applicable securities laws.

(c) Woodhead and Harcourt hereby acknowledge that in addition to a legend referring to the restrictions on resale described above, a legend will be placed upon the certificates representing the Exchange Shares and any securities issuable in exchange therefor or in substitution thereof as follows:

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933 (THE "U.S. SECURITIES ACT") OR ANY STATE SECURITIES LAWS, AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT. THESE SECURITIES ARE RESTRICTED SECURITIES (AS DEFINED UNDER RULE 144 UNDER THE U.S. SECURITIES ACT) AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED, HYPOTHECATED OR OTHERWISE DISPOSED OF FOR VALUE EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S PROMULGATED UNDER THE U.S. SECURITIES ACT, PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER.

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DURING THE PERIOD ENDING [ONE YEAR AFTER THE CLOSING] (THE "RESTRICTED PERIOD"), THESE SECURITIES MAY NOT BE OFFERED OR SOLD, DIRECTLY OR INDIRECTLY WITHIN THE UNITED STATES, TO A U.S. PERSON (AS DEFINIED IN REGULATION S UNDER THE U.S. SECURITIES ACT), OR FOR THE ACOUNT OR BENEFIT OF A U.S. PERSON, EXCEPT PURSUANT TO REGISTRATION UNDER THE U.S. SECURITIES ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION THEREUNDER. DURING THE RESTRICTED PERIOD HEDGING TRANSACTIONS INVOLVING THESE SECURITIES MAY NOT BE CONDUCTED UNLESS SUCH TRANSACTIONS ARE MADE IN COMPLIANCE WITH THE U.S. SECURITES ACT.

ARTICLE VI

COVENANTS AND AGREEMENTS OF SHAREHOLDERS

Section 6.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, the Shareholders shall cause Lutu International to conduct its respective business substantially in the manner in which it is currently conducted.

Section 6.02. Preservation of Permits and Services. From the date of this Agreement to the Closing Date, the Shareholders shall cause Lutu International to use its best efforts to preserve any permits and licenses in full force and effect and to keep available the services, and preserve the goodwill, of its present managers, officers, employees, agents, and consultants.

Section 6.03. Conduct Pending the Closing Date. From the date of this Agreement to the Closing Date: (a) the Shareholders shall cause Lutu International to use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article V shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and (b) the Shareholders shall promptly notify GVBT of any event, condition or circumstance that would constitute a violation or breach of this Agreement by the Shareholders.

Section 6.04. Corporate Examinations and Investigations. Prior to the Closing Date, GVBT shall be entitled, through its employees and representatives, to make such reasonable investigation of the assets, liabilities, properties, business and operations of Lutu International, and such examination of the books, records, tax returns, results of operations and financial condition of Lutu International. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and the Shareholders and their employees and representatives, including without limitation, their counsel and independent public accountants, shall cooperate fully with such representatives in connection with such reasonable review and examination.

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ARTICLE VII

COVENANTS AND AGREEMENTS OF GVBT

Section 7.01. Conduct of Businesses in the Ordinary Course. From the date of this Agreement to the Closing Date, GVBT shall conduct its businesses substantially in the manner in which it is currently conducted and shall not enter into any contract described in Section 4.10, or undertake any of the actions specified in Sections 4.11, subject to the exclusions therein.

Section 7.02. Litigation. From the date of this Agreement to the Closing Date, GVBT shall notify the Shareholder of any actions or proceedings of the type described in Section 4.07 that are threatened or commenced against GVBT or against any officer, director, employee, properties or assets of GVBT and of any requests for information or documentary materials by any governmental or regulatory body in connection with the transactions contemplated hereby.

Section 7.03. Conduct of GVBT Pending the Closing. From the date hereof through the Closing Date:

(a) GVBT shall use its best efforts to conduct its affairs in such a manner so that, except as otherwise contemplated or permitted by this Agreement, the representations and warranties contained in Article IV shall continue to be true and correct on and as of the Closing Date as if made on and as of the Closing Date; and

(b) GVBT shall promptly notify the Shareholder of any event, condition or circumstance occurring from the date hereof through the Closing Date that would constitute a violation or breach of this Agreement by GVBT.

Section 7.04. Corporate Examinations and Investigations. Prior to the Closing Date, the Shareholders shall be entitled, through employees and representatives, to make any investigation of the assets, liabilities, properties, business and operations of GVBT; and such examination of the books, records, tax returns, results of operations and financial condition of GVBT. Any such investigation and examination shall be conducted at reasonable times and under reasonable circumstances and GVBT and its employees and representatives shall cooperate fully with such representatives in connection with such reasonable review and examination.

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ARTICLE VIII

CONDITIONS PRECEDENT TO THE OBLIGATION OF GVBT TO CLOSE

The obligations of GVBT to be performed by it at the Closing pursuant to this Agreement are subject to the fulfillment on or before the Closing Date, of each of the following conditions, any one or more of which may be waived by it, to the extent permitted by law:

Section 8.01. Representations and Covenants.

(a) The representations and warranties of the Shareholders contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b) The Shareholder shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by him on or before the Closing Date. The Shareholders shall have delivered to GVBT a certificate, dated the Closing Date, and signed by the Shareholders to the foregoing effect.

Section 8.02. Governmental Permits and Approvals.

(a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by Lutu International to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and GVBT shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

Section 8.03. Third Party Consents. All consents, permits and approvals from parties to contracts with Lutu International that may be required in connection with the performance by the Shareholders hereunder or the continuance of such contracts in full force and effect after the Closing Date, shall have been obtained.

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Section 8.04. Litigation. No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on Lutu International, the Shareholders, or on the Lutu International Shares.

Section 8.05 Closing Documents. The Shareholders shall have executed and delivered the documents described in Section 2.03 above.

ARTICLE IX

CONDITIONS PRECEDENT TO THE OBLIGATION OF THE

SHAREHOLDERS TO CLOSE

The obligations of the Shareholders to be performed by them at the Closing pursuant to this Agreement are subject to the fulfillment, on or before the Closing Date, of each the following conditions, any one or more of which may be waived by him, to the extent permitted by law:

Section 9.01. Representations and Covenants.

(a) The representations and warranties of GVBT contained in this Agreement shall be true and correct on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date, except that any of such representations and warranties that are given as of a particular date and relate solely to a particular date or period shall be true as of such date or period; and

(b) GVBT shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or before the Closing Date. GVBT shall have delivered to the Shareholders a certificate dated the Closing Date, and signed by an authorized signatory of GVBT to the foregoing effect.

Section 9.02. Governmental Permits and Approvals.

(a) All approvals, authorizations, consents, permits and licenses from governmental and regulatory bodies required for the transactions contemplated by this Agreement and to permit the business currently carried on by GVBT to continue to be carried on substantially in the same manner immediately following the Closing Date shall have been obtained and shall be in full force and effect, and the Shareholders shall have been furnished with appropriate evidence, reasonably satisfactory to them, of the granting of such approvals, authorizations, consents, permits and licenses; and

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(b) There shall not have been any action taken by any court, governmental or regulatory body then prohibiting or making illegal on the Closing Date the transactions contemplated by this Agreement.

Section 9.03. Litigation. No action, suit or proceeding shall have been instituted and be continuing or be threatened by any person to restrain, modify or prevent the carrying out of the transactions contemplated hereby, or to seek damages in connection with such transactions, or that has or could have a material adverse effect on GVBT.

Section 9.04. Closing Documents. GVBT shall have executed and delivered the documents described in Section 2.04 above.

ARTICLE X

TERMINATION

Section 10.01. Termination.

(a) Notwithstanding anything to the contrary in this Agreement, this Agreement may be terminated and the Share Exchange and the other transactions contemplated by this Agreement shall be abandoned at any time prior to the Closing:

(i) by mutual written consent of the Shareholders and GVBT;

(ii) by either the Shareholders or GVBT in the event that a temporary restraining order, preliminary or permanent injunction or other judicial order preventing the consummation of the Share Exchange or any of the other transactions contemplated hereby shall have become final and non-appealable; provided , that , the party seeking to terminate this Agreement pursuant to this clause (ii) shall have used all commercially reasonable efforts to have such order, injunction or other order vacated;

(iii) by GVBT if GVBT is not then in material breach of this Agreement and if there shall have been any breach by the Shareholders (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article VIII, and (B) shall not have been cured within thirty (30) days following receipt by the Shareholders of written notice of such breach, or such longer period in the event that such breach cannot reasonably be expected to be cured within such 30‑day period and the Shareholders are diligently pursuing such cure;

(iv) by the Shareholder if the Shareholders are not then in material breach of this Agreement and if there shall have been any breach by GVBT (which has not been waived) of one or more of its representations or warranties, covenants or agreements set forth in this Agreement, which breach or breaches (A) would give rise to the failure of a condition set forth in Article IX, and (B) shall not have been cured within thirty (30) days following receipt by GVBT of written notice of such breach; or

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(b) In the event of termination by the Shareholders or GVBT pursuant to this Section 10.01, written notice thereof shall forthwith be given to the other Party and the transactions contemplated by this Agreement shall be terminated, without further action by any Party.

Section 10.02. Effect of Termination. If this Agreement is terminated and the transactions contemplated hereby are abandoned as described in Section 10.01, this Agreement shall become null and void and of no further force and effect, except for the provisions of (i) Section 10.01 and this Section 10.02. Nothing in this Section 10.02 shall be deemed to release any Party from any liability for any breach by such Party of the terms, conditions, covenants and other provisions of this Agreement or to impair the right of any Party to compel specific performance by any other Party of its obligations under this Agreement.

ARTICLE XI

POST-CLOSING COVENANTS

Section 11.01 Shareholders' Covenants . The Shareholders, jointly and severally, hereby covenant with GVBT and promises as follows:

(a) To maintain the books, records, accounting and financial statements of Lutu International and all operations related to its mining operations, in accordance with applicable accounting principles and practices.

(b) To maintain all of the legal requirements that permit Lutu International to continue its operations under all applicable laws and regulations of Cayman Islands.

(c) Not to incur any debt by Lutu International in any event whatsoever, except with the prior written consent of the Board of Directors of GVBT.

ARTICLE XII

MISCELLANEOUS

Section 12.01. Public Notices.

The Parties agree that all notices to third parties and all other publicity concerning the transactions contemplated by this Agreement shall be jointly planned and coordinated and no Party shall act unilaterally in this regard without the prior approval of the others, such approval not to be unreasonably withheld.

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Section 12.02. Notices.

 
Any notice or other writing required or permitted to be given hereunder or for the purposes hereof shall be sufficiently given if delivered or faxed to the Party to whom it is given or, if mailed, by prepaid registered mail addressed to such Party at:

if to Woodhead, at:

PO Box 957,

Road Town, Tortola,

British Virgin Islands

if to Harcourt, at:

PO Box 957,

Road Town, Tortola,

British Virgin Islands

if to GVBT, at:

GVBT Corp.

c/o W. Scott Lawler, Esq.

Booth Udall Fuller PLC

1255 W Rio Salado Pkwy #215

Tempe, AZ 85281

or at such other address as the Party to whom such writing is to be given shall have last notified to the Party giving the same in the manner provided in this article. Any notice mailed shall be deemed to have been given and received on the fifth Business Day next following the date of its mailing unless at the time of mailing or within five (5) Business Days thereafter there occurs a postal interruption which could have the effect of delaying the mail in the ordinary and usual course, in which case any notice shall only be effectively given if actually delivered or sent by telecopy. Any notice delivered or faxed to the Party to whom it is addressed shall be deemed to have been given and received on the Business Day next following the day it was delivered or faxed.

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Section 12.03. Severability.

If a court of competent jurisdiction determines that any one or more of the provisions contained in this Agreement is invalid, illegal or unenforceable in any respect in any jurisdiction, the validity, legality and enforceability of such provision or provisions shall not in any way be affected or impaired thereby in any other jurisdiction and the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby, unless in either case as a result of such determination this Agreement would fail in its essential purpose.

Section 12.04. Entire Agreement.

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, oral or written, by and between any of the Parties with respect to the subject matter hereof.

Section 12.05. Further Assurances.

The Parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each Party shall provide such further documents or instruments required by the other Party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions whether before or after the date of Share Issuance Closing or the date of Share Exchange Closing.

Section 12.06. Waiver.

Except as provided in this Article, no action taken or inaction pursuant to this Agreement will be deemed to constitute a waiver of compliance with any warranties, conditions or covenants contained in this Agreement and will not operate or be construed as a waiver of any subsequent breach, whether of a similar or dissimilar nature. No waiver of any right under this Agreement shall be binding unless executed in writing by the Party to be bound thereby.

Section 12.07. Counterparts.

This Agreement may be executed in as many counterparts as may be necessary or by facsimile and each such counterpart agreement or facsimile so executed shall be deemed to be an original and such counterparts and facsimile copies together shall constitute one and the same instrument and shall be valid and enforceable.

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IN WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day and year first above written.

Green Vision Biotechnology Corp., a Nevada corporation
By:	/s/ Ma Wai Kin
Name:	Ma Wai Kin
Title:	President
Woodhead Investment Limited, a British Virgin Islands corporation
By:	/s/ Ho Irene Yuk Hay
Name:	Ho Irene Yuk Hay
Title:	Director
Harcourt Capital Limited, a British Virgin Islands corporation
By:	/s/ Lam Ching Wan
Name:	Lam Ching Wan
Title:	Director

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EXHIBIT “A”

CERTIFICATE OF NON-U.S. PERSON

Woodhead Investment Limited (the “Subscriber”) covenants, represents and warrants to Green Vision Biotechnology Corp. (the “Issuer”) that:

1. The representations and warranties contained herein are made by the Subscriber with the intent that they may be relied upon by the Issuer in determining the Subscriber’s suitability as a purchaser of shares of its capital stock (the “Shares”).

2. The Subscriber has received and read the Issuer’s annual report for the year ended January 31, 2017, and any amendments to such report (the “Annual Report”) and the Subscriber is familiar with all terms and provisions thereof.

3. The Subscriber confirms that the purchase of the Shares occurred in an “offshore transaction” in that:

(a) The Subscriber is not an “entity” in the United States

(b) At the time the Share Exchange Agreement between Subscriber and Issuer (the “Share Exchange Agreement”) was entered into, and as of the effective date of the Share Exchange Agreement, the Subscriber was outside of the United States.

(c) The Subscriber is not a U.S. Person. For purposes hereof, "U.S. Person" means:

(i) any natural person resident in the United States;

(ii) any partnership or corporation organized or incorporated under the laws of the United States;

(iii) any estate of which any trustee is a U.S. Person;

(iv) any trust of which any trustee is a U.S. Person;

(v) any agency or branch of a foreign entity located in the United States;

(vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if any individual) resident in the United States; and

(vii) any partnership or corporation if:

(a) organized or incorporated under the laws of any foreign jurisdiction; and

(b) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned by accredited investors (as defined in Rule 501(1) under the Securities Act) who are not natural persons, estates or trusts.

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4. The Subscriber has previously been advised that the Subscriber would have an opportunity to review all the pertinent facts concerning the Issuer, and to obtain any additional information which they might request, to the extent possible or obtainable, without unreasonable effort and expense, in order to verify the accuracy of the information contained in the Annual Report.

5. The Subscriber has personally communicated or been offered the opportunity to communicate with an executive officer of the Issuer to discuss the business and financial affairs of the Issuer, its products and activities, and its plans for the future. The Subscriber acknowledges that if the Subscriber would like to further avail itself of the opportunity to ask additional questions of the Issuer, the Issuer will make arrangements for such an opportunity on request.

6.The Subscriber has been advised that no accountant or attorney engaged by the Issuer is acting as its representative, accountant, or attorney.

May 12, 2017                                                           

Date

/s/ Ho Irene Yuk Hay                                            

Duly authorized signatory for Subscriber

Ho Irene Yuk Hay, Director                                

(Print name of Subscriber)

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EXHIBIT “B”

CERTIFICATE OF NON-U.S. PERSON

Harcourt Capital Limited (the “Subscriber”) covenants, represents and warrants to Green Vision Biotechnology Corp. (the “Issuer”) that:

1. The representations and warranties contained herein are made by the Subscriber with the intent that they may be relied upon by the Issuer in determining the Subscriber’s suitability as a purchaser of shares of its capital stock (the “Shares”).

2. The Subscriber has received and read the Issuer’s annual report for the year ended January 31, 2017, and any amendments to such report (the “Annual Report”) and the Subscriber is familiar with all terms and provisions thereof.

3. The Subscriber confirms that the purchase of the Shares occurred in an “offshore transaction” in that:

(a) The Subscriber is not an “entity” in the United States

(b) At the time the Share Exchange Agreement between Subscriber and Issuer (the “Share Exchange Agreement”) was entered into, and as of the effective date of the Share Exchange Agreement, the Subscriber was outside of the United States.

(c) The Subscriber is not a U.S. Person. For purposes hereof, "U.S. Person" means:

(i) any natural person resident in the United States;

(ii) any partnership or corporation organized or incorporated under the laws of the United States;
 

(iii) any estate of which any trustee is a U.S. Person;
 

(iv) any trust of which any trustee is a U.S. Person;
 

(v) any agency or branch of a foreign entity located in the United States;
 

(vi) any non-discretionary account or similar account (other than an estate or trust) held by a dealer or other fiduciary organized, incorporated, or (if any individual) resident in the United States; and
 

(vii) any partnership or corporation if:
 

(a) organized or incorporated under the laws of any foreign jurisdiction; and

(b) formed by a U.S. Person principally for the purpose of investing in securities not registered under the Securities Act, unless it is organized or incorporated, and owned by accredited investors (as defined in Rule 501(1) under the Securities Act) who are not natural persons, estates or trusts.

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4. The Subscriber has previously been advised that the Subscriber would have an opportunity to review all the pertinent facts concerning the Issuer, and to obtain any additional information which they might request, to the extent possible or obtainable, without unreasonable effort and expense, in order to verify the accuracy of the information contained in the Annual Report.

5. The Subscriber has personally communicated or been offered the opportunity to communicate with an executive officer of the Issuer to discuss the business and financial affairs of the Issuer, its products and activities, and its plans for the future. The Subscriber acknowledges that if the Subscriber would like to further avail itself of the opportunity to ask additional questions of the Issuer, the Issuer will make arrangements for such an opportunity on request.

6.The Subscriber has been advised that no accountant or attorney engaged by the Issuer is acting as its representative, accountant, or attorney.

May 12, 2017                                                                    

Date

/s/ Lam Ching Wan                                                         

Duly authorized signatory for Subscriber

Lam Ching Wan, Director                                               

(Print name of Subscriber)

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EX-10.1

EXHIBIT 10.1

CONSULTING SERVICES AGREEMENT

This Consulting Services Agreement (this “ Agreement ”) is dated May 12, 2017, and is entered into between Green Vision Biotechnology Corp., a corporation incorporated in the State of Nevada, the United States, with an address of 1255 W. Rio Salado Parkway, Suite 215, Tempe, AZ, 85281 ( “Party A ”), and Lutu International Biotechnology Limited, a limited company incorporated in the Cayman Islands with a registered address of P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands (“ Party B ”). Party A and Party B are hereunder collectively called “the Parties”.

RECITALS

(1) Party A, a corporation incorporated in the State of Nevada, the United States, has the expertise in the business of agricultural biotechnologies;

(2) Party B, a limited company incorporated in the Cayman Islands, directly controls it subsidiaries to engage in manufacture, processing and sales of bio-fertilizers in the PRC. (the “Business”);

(3) The Parties desire that Party A provide technology consulting services and relevant services to Party B;

(4) The Parties are entering into this Agreement to set forth the terms and conditions under which Party A shall provide consulting services to Party B.

NOW THEREFORE, the Parties agree as follows:

1. DEFINITIONS

1.1 In this Agreement the following terms shall have the following meanings:

“ Affiliate ,” with respect to any Person, shall mean any other Person that directly or indirectly controls, or is under common control with, or is controlled by, such Person. As used in this definition, “control” shall mean possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether ownership of securities or partnership or other ownership interests, by contract or otherwise);

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“ Consulting Services Fee ” shall be as defined in Clause 3.1;

“Hong Kong” shall mean the Hong Kong Special Administrative Region of the People’s Republic of China.

“ Indebtedness ” shall mean, as to any Person, without duplication, (i) all indebtedness (including principal, interest, fees and charges) of such Person for borrowed money for the deferred purchase price of property or services, (ii) the face amount of all letters of credit issued for the amount of such Person and all drafts drawn thereunder, (iii) all liabilities secured by any Lien on any property owned by such person, whether or not such liabilities have been assumed by such Person, (iv) the aggregate amount required to be capitalized under leases under which such Person is the lessee and (v) all contingent obligations (including, without limitation, all guarantees to third parties) of such Person;

“ Lien ” shall mean any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever (including. without limitation, any conditional sale or other title retention agreement, any financing or similar statement or notice filed under recording or notice statute, and any lease having substantially the same effect as any of the foregoing);

“ Person ” shall mean any individual, corporation, company, voluntary association, partnership, joint venture, trust, unincorporated organization, entity or other organization or any government body;

“ PRC ” means the People’s Republic of China;

“ Services ” means the services to be provided under the Agreement by Party A to Party B, as more specifically described in Clause 2.

1.2 The headings in this Agreement shall not affect the interpretation of this Agreement.In this Agreement a reference to a Clause, unless the context otherwise requires, is a reference to a clause of this Agreement.

2. RETENTION AND SCOPE OF SERVICES

2.1 Party B hereby agrees to retain the services of Party A, and Party A accepts such appointment, to provide to Party B services in relation to the current and proposed operations of Party B and its subsidiaries’ business in the PRC and in Hong Kong upon the terms and conditions of this Agreement. The services subject to this Agreement shall include, without limitation:

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(a) General Business Operation. Advice and assistance relating to the development of technology and the provision of consultancy services, particularly relating to the technology of bio-fertilizers production.

(b) Human Resources.

(i)	Provision of advice and assistance in relation to the staffing of Party B and it subsidiaries, including assistance in the recruitment, employment and secondment of management personnel, administrative personnel and staff of Party B and its subsidiaries;
(ii)	Training of management, staff and administrative personnel;
(iii)	Provision of assistance in the development of sound payroll administrative controls in Party B and its subsidiaries;
(iv)	Provision of advice and assistance in the relocation of management and staff of Party B and its subsidiaries;

(c) Research and Development

(i)	Provision of advice and assistance in relation to Party B and its subsidiaries’ research and development;
(ii)	Provision of advice and assistance in business growth and development; and

(d) Other. Such other advice and assistance as may be agreed upon by the Parties.

2.2 Exclusive Services Provider. During the term of this Agreement, Party A shall be the exclusive provider of the Services. Party B shall not seek or accept similar services from other providers unless the prior written approval is obtained from Party A.

2.3 Intellectual Properties Related to the Services. Party A shall own all intellectual property rights developed or discovered through research and development, in the course of providing the Services, or derived from the provision of the Services. Such intellectual property rights shall include patents, trademarks, trade names, copyrights, patent application rights, copyright and trademark application rights, research and technical documents and materials, and other related intellectual property rights including the right to license or transfer such intellectual properties. If Party B and its subsidiaries must utilize any intellectual property, Party A agrees to grant an appropriate license to Party B and its subsidiaries on terms and conditions to be set forth in a separate agreement.

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3. PAYMENT

3.1 General.

(a) In consideration of the Services provided by Party A, Party B shall pay to Party A during the term of this Agreement a consulting services fee (the “Consulting Services Fee”) each financial year (or any such time period agreed by Party A and Party B), equal to all of its net profits for such financial year based on the annual audited accounts provided under Clause 5.1.2 below. Such annual payment shall be made within 15 days after receipt by Party A of the financial statements referenced above.

(b) Party B will permit, from time to time during regular business hours as reasonably requested by Party A, Party A or its agents or representatives (including independent public accountants, which may be Party A’s independent public accountants), (i) to conduct periodic audits of books and records of Party B, (ii) to examine and make copies of and abstracts from all books, records and documents (including, without limitation, computer tapes and disks) in the possession or under the control of Party B (iii) to visit the offices and properties of Party B for the purpose of examining such materials described in clause (ii) above, and (iv) to discuss matters relating to the performance by Party B hereunder with any of the officers or employees of Party B having knowledge of such matters. Party A may exercise the audit rights provided in the preceding sentence at any time, provided that Party A provides ten days written notice to Party B specifying the scope, purpose and duration of such audit. All such audits shall be conducted in such a manner as not to interfere with Party B’s normal operations.

3.2 Party B shall not be entitled to set off any amount it may claim is owed to it by Party A against any Consulting Services Fee payable by Party B to Party A unless Party B first obtains Party A’s written consent.

3.3 The Consulting Services Fee shall be paid into the account or accounts as may be specified in writing from time to time by Party A.

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3.4 Should Party B fail to pay all or any part of the Consulting Service’s Fee due to Party A under this Clause 3 within the time limits stipulated, Party B shall pay to Party A interest on the amount overdue based on the three (3) month lending rate for RMB announced by the Bank of China on the relevant due date.

3.5 All payments to be made by Party B hereunder shall be made free and clear of and without deduction for or on account of tax, unless Party B is required to make such payment subject to the deduction or withholding of tax.

4. FURTHER TERMS OF COOPERATION

4.1 All business revenue of Party B and it subsidiaries shall be directed in full by Party B into a bank account nominated by Party A.

5. UNDERTAKINGS OF PARTY B

Party B hereby agrees that, during the term of the Agreement:

5.1 Information Covenants. Party B will furnish to Party A:

5.1.1 Quarterly Reports. As soon as available and in any event within forty-five (45) days after each Quarterly Date (as defined below), unaudited consolidated and consolidating statements of income, retained earnings and changes in financial position of Party B and its subsidiaries, if any, for such quarterly period and for the period from the beginning of the relevant fiscal year to such Quarterly Date and the related consolidated and consolidating balance sheets as at the end of such quarterly period, setting forth in each case actual versus budgeted comparisons and in comparative form the corresponding consolidated and consolidating figures for the corresponding period in the preceding fiscal year, accompanied by a certificate of the chief financial officer of the Party B, which certificate shall state that said financial statements fairly present the consolidated and consolidating financial condition and results of operations, as the case may be, of Party B and its subsidiaries, if any, in accordance with the U.S. generally accepted accounting principles applied on a consistent basis as at the end of, and for, such period (subject to normal year-end audit adjustments and the preparation of notes for the audited financial statements); for purposes of this Agreement, “a Quarterly Date” shall mean the last day of March, June, September and December in each year, the first of which shall be the first such day following the date of this Agreement; provided that if any such day is not a business day in the Cayman Islands, then such Quarterly Date shall be the next succeeding business day in the Cayman Islands.

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5.1.2 Annual Audited Accounts. Within three (3) months after the end of the financial year, the annual audited accounts of Party B to which they relate (setting forth in each case in comparative form the corresponding figures for the preceding financial year), in each case prepared in accordance with, among others, the Cayman Islands generally accepted accounting principles, consistently applied.

5.1.3 Notice of Litigation. Promptly, and in any event within one (1) business day after an officer of Party B obtains knowledge thereof, notice of (i) any litigation or governmental proceeding pending against Party B which could materially adversely affect the business, operations, property, assets, condition (financial or otherwise) or prospects of Party B and (ii) any other event which is likely to materially adversely affect the business, operations, property, assets, condition (financial or otherwise) or prospects of Party B.

5.1.4 Other Information. From time to time, such other information or documents (financial or otherwise) as Party A may reasonably request.

5.2 Books, Records and Inspections. Party B will keep proper books of record and account in which full, true and correct entries in conformity with generally accepted accounting principles in the PRC and Hong Kong (as applicable) and all requirements of law shall be made of all dealings and transactions in relation to its business and activities. Party B will permit officers and designated representatives of Party A to visit and inspect, under guidance of officers of Party B, any of the properties of Party B, and to examine the books of record and account of Party B and discuss the affairs, finances and accounts of Party B with, and be advised as to the same by, its and their officers, all at such reasonable times and intervals and to such reasonable extent as Party A may request.

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5.3 Corporate Franchises. Party B will do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises and licenses.

5.4 Compliance with Statutes, etc. . Party B will comply and will cause it subsidiaries to comply with all applicable statutes, regulations and orders of, and all applicable restrictions imposed by, all governmental bodies, in respect of the conduct of its business and the ownership of its property, including without limitation maintenance of valid and proper government approvals and licenses necessary to provide the services, except that such noncompliance could not, in the aggregate, have a material adverse effect on the business, operations, property, assets, condition (financial or otherwise) or prospects of Party B.

6. NEGATIVE COVENANTS

Party B covenants and agrees that, during the term of this Agreement, without the prior written consent of Party A.

6.1 Equity. Party B will not issue, purchase or redeem any equity or debt securities of Party B.

6.2 Liens. Party B will not create, incur, assume or suffer to exist any Lien upon or with respect to any property or assets (real or personal, tangible or intangible) of Party B whether now owned or hereafter acquired, provided that the provisions of this Clause 6.2 shall not prevent the creation, incurrence, assumption or existence of:

6.2.1 Liens for taxes not yet due, or Liens for taxes being contested in good faith and by appropriate proceedings for which adequate reserves have been established; and

6.2.2 Liens in respect of property or assets of Party B imposed by law, which were incurred in the ordinary course of business, and (x) which do not in the aggregate materially detract from the value of such property or assets or materially impair the use thereof in the operation of the business of Party B or (y) which are being contested in good faith by appropriate proceedings, which proceedings have the effect of preventing the forfeiture or sale of the property or assets subject to any such Lien.

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6.3 Consolidation, Merger, Sale of Assets, etc. Party B will not wind up, liquidate or dissolve its affairs or enter into any transaction of merger or consolidation, or convey, sell, lease or otherwise dispose of (or agree to do any of the foregoing at any future time) all or any part of its property or assets, or purchase or otherwise acquire (in one or a series of related transactions) any part of the property or assets (other than purchases or other acquisitions of inventory, materials and equipment in the ordinary course of business) of any Person, except that (i) Party B may make sales of inventory in the ordinary course of business and (ii) Party B may, in the ordinary course of business, sell equipment which is uneconomic or obsolete.

6.4 Dividends. Party B will not declare or pay any dividends, or return any capital, to its shareholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by Party B with respect to its capital stock), or set aside any funds for any of the foregoing purposes.

6.5 Leases. Party B will not permit the aggregate payments (including, without limitation, any property taxes paid as additional rent or lease payments) by Party B under agreements to rent or lease any real or personal property to exceed US$1 million in any fiscal year of Party B.

6.6 Indebtedness. Party B will not contract, create, incur, assume or suffer to exist any indebtedness, except accrued expenses and current trade accounts payable incurred in the ordinary course of business, and obligations under trade letters of credit incurred by Party B in the ordinary course of business, which are to be repaid in full not more than one (1) year after the date on which such indebtedness is originally incurred to finance the purchase of goods by Party B.

6.7 Advances, Investment and Loans. Party B will not lend money or credit or make advances to any Person, or purchase or acquire any stock, obligations or securities of, or any other interest in, or make any capital contribution to, any other Person, except that Party B may acquire and hold receivables owing to it, if created or acquired in the ordinary course of business and payable or dischargeable in accordance with Customary trade terms.

6.8 Transactions with Affiliates. Party B will not enter into any transaction or series of related transactions, whether or not in the ordinary course of business, with any Affiliate of Party B, other than on terms and conditions substantially as favorable to Party B as would be obtainable by Party B at the time in a comparable arm’s-length transaction with a Person other than an Affiliate and with the prior written consent of Party A.

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6.9 Capital Expenditures. Party B will not make any expenditure for fixed or capital assets (including, without limitation, expenditures for maintenance and repairs which are capitalized in accordance with generally accepted accounting principles in the PRC and Hong Kong (as applicable) and capitalized lease obligations) exceeding US$1 million during any yearly period unless Party B first obtains Party A’s written consent.

6.10 Modifications to Debt Arrangements, Agreements or Articles of Association. Party B will not (i) make any voluntary or optional payment or prepayment on or redemption or acquisition for value of (including, without limitation, by way of depositing with the trustee with respect thereto money or securities before due for the purpose of paying when due) any Existing Indebtedness or (ii) amend or modify, or permit the amendment or modification of, any provision of any Existing Indebtedness or of any agreement (including, without limitation, any purchase agreement, indenture, loan agreement or security agreement) relating to any of the foregoing or (iii) amend, modify or change its Articles of Association or Business License, or any agreement entered into by it, with respect to its capital stock, or enter into any new agreement with respect to its capital stock.

6.11 Line of Business. Party B and its subsidiaries will not engage (directly or indirectly) in any business other than those types of business prescribed within the business scope of Party B and its subsidiaries’ business license except with the prior written consent of Party A.

7. TERM AND TERMINATION

7.1 This Agreement shall take effect on the date of execution of this Agreement and shall remain in full force and effect for a period of five (5) years unless terminated pursuant to Clause 7.2.

7.2 This Agreement may be terminated:

7.2.1 by either Party giving written notice to the other Party if the other Party has committed a material breach of this Agreement (including but not limited to the failure by Party B to pay the Consulting Services Fee) and such breach, if capable of remedy, has not been so remedied within, in the case of breach of a non-financial obligation, 14 days, following receipt of such written notice;

7.2.2 either Party giving written notice to the other Party if the other Party becomes bankrupt or insolvent or is the subject of proceedings or arrangements for liquidation or dissolution or ceases to carry on business or becomes unable to pay its debts as they come due;

7.2.3 by election of Party A with or without reason.

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7.3 Any Party electing properly to terminate this Agreement pursuant to Clause 7.2 shall have no liability to the other Party for indemnity, compensation or damages arising solely from the exercise of such right. The expiration or termination of this Agreement shall not affect the continuing liability of Party B to pay any Consulting Services Fees already accrued or due and payable to Party A. Upon expiration or termination of this Agreement, all amounts then due and unpaid to Party A by Party B hereunder, as well as all other amounts accrued but not yet payable to Party A by Party B, shall forthwith become due and payable by Party B to Party A.

8. PARTY A’S REMEDY UPON PARTY B’S BREACH

In addition to the remedies provided elsewhere under this Agreement, Party A shall be entitled to remedies permitted under Cayman laws, including without limitation compensation for any direct and indirect losses arising from the breach and legal fees incurred to recover losses from such breach.

9. AGENCY

The Parties are independent contractors, and nothing in this Agreement shall be construed to constitute either Party to be the agent, partner, legal representative, attorney or employee of the other for any purpose whatsoever. Neither Party shall have the power or authority to bind the other except as specifically set out in this Agreement.

10. GOVERNING LAW AND JURISDICTION

10.1 Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of Hong Kong.

10.2 Dispute Resolution. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted. The law of this arbitration clause shall be Hong Kong law. The seat of arbitration shall be Hong Kong.

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10.3 Cooperation; Disclosure. Each Party shall cooperate with the other Party in making full disclosure of and providing complete access to all information and documents requested by the other Party in connection with such proceedings, subject only to any confidentiality obligations binding on such Parties.

10.4 Jurisdiction. Judgment upon the award rendered by the arbitration may be entered into by any court having jurisdiction, or application may be made to such court for a judicial recognition of the award or any order of enforcement thereof.

10.5 Continuing Obligations. During the period when a dispute is being resolved, the Parties shall in all other respects continue their implementation of this Agreement.

11. ASSIGNMENT

No part of this Agreement shall be assigned or transferred by either Party without the prior written consent of the other Party. Any such assignment or transfer shall be void. Party A, however, may assign its rights and obligations hereunder to an Affiliate.

12. NOTICES

Notices or other communications required to be given by any party pursuant to this Agreement shall be written in English and Chinese and delivered personally or sent by registered mail or postage prepaid mail or by a recognized courier service or by facsimile transmission to the address of relevant each party or both parties set forth below or other address of the party or of the other addressees specified by such party from time to time. The date when the notice is deemed to be duly served shall be determined as the follows: (a) a notice delivered personally is deemed duly served upon the delivery; (b) a notice sent by mail is deemed duly served the tenth (10 ^th ) day after the date when the air registered mail with postage prepaid has been sent out (as is shown on the postmark), or the fourth (4 ^th ) day after the delivery date to the internationally recognized courier service agency; and (c) a notice sent by facsimile transmission is deemed duly served upon the receipt time as is shown on the transmission confirmation of relevant documents.

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Party A	Green Vision Biotechnology Corp.
	Address: 1255 W. Rio Salado Pkwy, Suite 215, Tempe, AZ 85281
	Attn: W. Scott Lawler
	Fax: (480) 830-2717
Party B:	Lutu International Biotechnology Limited
	Address: Rooms 1505-06, the Center, 99 Queen’s Road Central, Hong Kong
	Attn: Leung Kwong Tak
	Fax:
	Tel:

13. GENERAL

13.1 The failure to exercise or delay in exercising a right or remedy under this Agreement shall not constitute a waiver of the right or remedy or waiver of any other rights or remedies and no single or partial exercise of any right or remedy under this Agreement shall prevent any further exercise of the right or remedy or the exercise of any other right or remedy.

13.2 Should any clause or any part of any clause contained in this Agreement be declared invalid or unenforceable for any reason whatsoever, all other clauses or parts of clauses contained in this Agreement shall remain in full force and effect.

13.3 This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous agreements.

13.4 No amendment or variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of each of the Parties.

13.5 This Agreement shall be executed in two (2) duplicate originals in English. Each Party has received one (1) duplicate original, and all originals shall be equally valid.

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IN WITNESS WHEREOF both parties hereto have caused this Agreement to be duly executed by their legal representatives and duly authorized representatives on their behalf as of the date first set forth above.

PARTY A:		Green Vision Biotechnology Corp.
		Legal/Authorized Representative:
		/s/ Ma Wai Kin
	Name:	Ma Wai Kin
	Title:	President
PARTY B:		Lutu International Biotechnology Limited
		Legal/Authorized Representative:
		/s/ Leung Kwong Tak
	Name:	LEUNG Kwong Tak
	Title:	Director

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EX-10.2

EXHIBIT 10.2

OPERATING AGREEMENT

This Operating Agreement (this “ Agreement ”) is dated May 12, 2017, and is entered into between Green Vision Biotechnology Corp., a corporation incorporated in the State of Nevada, the United States, with an address of 1255 W. Rio Salado Parkway, Suite 215, Tempe, AZ, 85281 (“Party A”), Able Lead Holdings Limited, with a registered address of P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands (“Party B”), and Lutu International Biotechnology Limited, a limited company incorporated in the Cayman Islands with a registered address of P.O. Box 31119 Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1-1205 Cayman Islands (“Party C”). Party A, Party B and Party C are hereunder collectively called “the Parties”.

RECITALS

1.	Party A, a corporation incorporated in the State of Nevada, the United States, has the expertise in the business of agricultural biotechnology;
2.	Party B, a limited company incorporated in the British Virgin Islands, owns 89% of the equity interests of Party C;
3.	Party C, a limited company incorporated in the Cayman Islands, directly controls it subsidiaries to engage in manufacture, processing and sales of bio-fertilizers in the People’s Republic of China (the “Business”);
4.	Party A has established a business relationship with Party C by entering into the “Consulting Services Agreement” by and between Party A and Party C dated May 12, 2017 (hereinafter referred to as the “Consulting Services Agreement”);
5.	Pursuant to the above-mentioned Consulting Services Agreement between Party A and Party C, Party C shall pay a certain amount of money to Party A.
6.	The Parties are entering into this Agreement to clarify matters in connection with Party C’s operations.

NOW THEREFORE, all parties of this Agreement hereby agree as follows through mutual negotiations:

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1. Party A agrees, subject to compliance of the relevant provisions of this Agreement by Party C, as the guarantor for Party C in the contracts, agreements or transactions in connection with Party C’s operation between Party C and any other third party, to provide full guarantee for the performance of such contracts, agreements or transactions by Party C until the termination of this Agreement.

2. In consideration of the requirement of Article 1 herein and assuring the performance of the various operation agreements between Party A and Party C and the payment of the payables accounts by Party C to Party A, Party C together with its shareholder Party B hereby jointly agree that Party C shall not, and Party B and Party C shall take all necessary action to ensure that Party C shall not, conduct any transaction which may materially affect its assets, obligations, rights or the operations of Party C (excluding the business contracts, agreements, sale or purchase of assets during Party C’s regular operation and the lien obtained by relevant counter parties due to such agreements) unless Party B and Party C obtain the prior written consent of Party A specifically approving such actions, including but not limited to the following actions which require the prior written consent of Party A:

2.1 To borrow money from any third party or assume any debt;

2.2 To sell to or acquire from any third party any asset or right, including but not limited to any intellectual property right;

2.3 To provide any guarantees to any third parties using its assets or intellectual property rights;

2.4	To amend, terminate or assign to any third party any of Party C’s material contracts;
2.5	To create any pledge or encumbrance on any of its assets; and
2.6	To enter into any transactions outside the ordinary course of Party C.

3. In order to ensure the performance of the various operation agreements between Party A and Party C and the payment of the various payables by Party C to Party A, Party C together with Party B hereby jointly agree to accept, from time to time, advice regarding corporate policy provided by Party A in connection with Party C’s daily operations, financial management and the employment and dismissal of Party C’s employees.

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4. Party B and Party C hereby jointly agree that Party B shall appoint the persons designated by Party A from time to time as the directors of Party C, and Party C shall appoint Party A’s senior managers as Party C’s General Manager, Chief Financial Officer, and other senior officers. If any of the above senior officers leaves or is dismissed by Party A, he or she will lose the qualification to take any position in Party C and Party C shall appoint other senior officers of Party A recommended by Party A to take such position. The persons recommended by Party A in accordance with this section should have the qualifications of a director, General Manager, Chief Financial Officer, and/or other senior officers pursuant to applicable law. Party A shall have the absolute discretion to change its appointees in the directors and other senior officers of Party C. Party B and Party C shall take all necessary actions to effect the change by Party A.

5. Party C together with Party B hereby jointly agree and confirm that Party C shall seek the guarantee from Party A first if it needs any guarantee for its performance of any contract or loan of flow capital in the course of operation. In such case, Party A shall have the right but not the obligation to provide the appropriate guarantee to Party C on its own discretion. If Party A decides not to provide such guarantee, Party A shall issue a written notice to Party C immediately and Party C shall seek a guarantee from other third party.

6. Any amendment and supplement of this Agreement shall be made in writing. The amendment and supplement duly executed by all parties shall be deemed as a part of this Agreement and shall have the same legal effect as this Agreement.

7.

If any clause hereof is judged as invalid or non-enforceable according to relevant laws, such clause shall be deemed invalid only within the applicable area of the Laws and without affecting other clauses hereof in any way.

8.

Neither Party B nor Party C shall assign its rights and obligations under this Agreement to any third party without the prior written consent of Party A. Party B and Party C hereby agree that Party A may assign its rights and obligations under this Agreement as it needs and such transfer shall only be subject to a written notice sent to Party B and Party C by Party A, and no any further consent from Party B or Party C will be required.

9. All parties acknowledge and confirm that any oral or written materials communicated pursuant to this Agreement are confidential documents. All parties shall keep secret of all such documents and not disclose any such documents to any third party without prior written consent from other parties unless under the following conditions: (a) such documents are known or shall be known by the public (excluding the receiving party discloses such documents to the public without authorization); (b) any documents disclosed in accordance with applicable laws or rules or regulations of stock exchange; (c) any documents required to be disclosed by any party to its legal counsel or financial consultant for the purpose of the transaction of this Agreement by any party, and such legal counsel or financial consultant shall also comply with the confidentiality as stated hereof. Any disclosure by employees or agencies employed by any party shall be deemed the disclosure of such party and such party shall assume the liabilities for its breach of contract pursuant to this Agreement. This Article shall survive whether this Agreement is voided, amended, cancelled, terminated or unable to be performed.

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10. This Agreement shall be governed by and construed in accordance with the laws of Hong Kong Special Administrative Region.

11. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted.

12. This Agreement shall be executed by a duly authorized representative of each party as of the date first written above and become effective simultaneously.

13. The parties confirm that this Agreement shall constitute the entire agreement of the Parties with respect to the subject matter herein and supersedes and replaces all prior or contemporaneous verbal and written agreements and understandings pertaining to the matters herein.

14. The term of this agreement is five (5) years unless early termination occurs in accordance with relevant provisions herein or in any other relevant agreements reached by all parties. This Agreement may be extended only upon Party A’s written confirmation prior to the expiration of this Agreement and the extended term shall be determined by the Parties hereto through mutual consultation.

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15. This Agreement shall be terminated on the expiration date unless it is renewed in accordance with the relevant provision herein. During the valid term of this Agreement, neither Pary B nor Party C shall terminate this Agreement. Notwithstanding the above stipulation, Party A shall have the right to terminate this Agreement at any time by issuing a seven (7) days prior written notice to Party B and Party C.

16. Unless otherwise expressly agreed in writing by the Parties, this Agreement shall automatically be terminated upon either the termination of the Consulting Services Agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp. and Lutu International Biotechnology Limited, the Voting Rights Proxy Agreement dated May 12, 2017, by and among Green Vision Biotechnology Corp., Able Lead Holdings Limited, and Lutu International Biotechnology Limited or the Share Exchange Agreement dated May 12, 2017, by and between Green Vision Biotechnology Corp. and Able Lead Holdings Limited.

17. This Agreement has been executed in four (4) duplicate originals in English, each Party has received one (1) duplicate original, and all originals shall be equally valid.

[SIGNATURE PAGE FOLLOWS]

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[Signature Page]

IN WITNESS WHEREOF both parties hereto have caused this Agreement to be duly executed by their legal representatives and duly authorized representatives on their behalf as of the date first set forth above.

PARTY A:	Green Vision Biotechnology Corp.
	Legal/Authorized Representative:
		/s/ Ma Wai Kin
	Name:	Ma Wai Kin
	Title:	President
PARTY B:	Able Lead Holdings Limited
	Legal/Authorized Representative:
		/s/ Leung Kwong Tak
	Name:	LEUNG Kwong Tak
	Title:	Director
PARTY C:	Lutu International Biotechnology Limited
	Legal/ Authorized Representative
		/s/ Leung Kwong Tak
	Name:	LEUNG Kwong Tak
	Title:	Director

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EX-10.3

EXHIBIT 10.3

VOTING RIGHTS PROXY AGREEMENT

This Shareholders’ Voting Rights Proxy Agreement (the “Proxy Agreement”) is entered into as of May 12, 2017 by and among the following parties (each a “Party” and collectively the “Parties”) :

Party A: Green Vision Biotechnology Corp., a corporation incorporated in the State of Nevada, the United States;

Party B: Able Lead Holdings Limited, a limited company incorporated under the laws of British Virgin Islands; and

The Company: Lutu International Biotechnology Limited, a limited company incorporated under the laws of Cayman Islands.

RECITALS

A Party A has the expertise in the business of agricultural biotechnologies, and has entered into a series of agreements with the Company to, among other things, provide the Company with business consulting services.

B.	Party B owns 89% of total outstanding shares of the Company, which are held in escrow pursuant to an Escrow Agreement entered into by and among Party A, Party B and Booth Udall Fuller, PLC, dated May 12, 2017 (the “Escrow Agreement”) and will not be released to Party B until the completion of certain conditions stated therein.
C.	The Company and its subsidiaries are engaged in the business of manufacturing, processing and sales of bio-fertilizers.

D. Party B desires to grant to the Board of Directors of Party A and any person or entity designated by the Board of Directors of Party A a proxy to vote for all of Party B’s shares in the Company for the maximum period of time permitted by law in consideration of the issuance to Party B of shares and for other good and valuable consideration.

NOW THEREFORE , the parties agree as follows:

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1. Party B hereby irrevocably grants and entrusts Party A, for the maximum period permitted by law, with all of Party B’s voting rights as a shareholder of the Company. Party A shall exercise such rights in accordance with and within the parameters of the laws of Cayman Islands and the Articles of Association of the Company.

2. Party A may from time to time establish and amend rules to govern how Party A shall exercise the powers granted to it by Party B herein, including, but not limited to, the number or percentage of directors of Party A which shall be required to authorize or take any action and to sign documents evidencing the taking of such action, and Party A shall only take action in accordance with such rules, as amended by it.

3.

All Parties to this Proxy Agreement hereby acknowledge that, regardless of any change in the equity interests of the Company, Party B shall appoint the person or persons designated by Party A from time to time with the voting rights as attached in the Shares of the Company held by Party B.

4.

In the event that subsequent to the date of this Agreement any shares of capital stock or other securities of the Company acquired by Party B by reason of any stock dividend, stock split, consolidation of shares, reclassification, exchange, merger, consolidation, recapitalization or any other transactions that affects the equity interest of the Company, the voting rights attached in such shares of capital stock or other securities shall be deemed to be granted and entrusted to Party A irrevocably for purposes of this Agreement.

5. This Proxy Agreement has been duly executed by the Parties, and, in the case of a Party which is not a natural person, has been duly authorized by all necessary corporate or other action by such Party and executed and delivered by such Party’s duly authorized representatives, as of the date first set forth above and shall be effective simultaneously.

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6. Party B represents and warrants to Party A that Party B owns 89% of the shares of the Company, and Party B has not granted to anyone, other than Party A, a power of attorney or proxy over any of such shares or in Party B’s rights as a shareholder of Company; provided, however, Party B has granted a lien over such shares in favor of a third party to secure a loan owed by Party B to such third party. Party B further represents and warrants that the execution and delivery of this Proxy Agreement by Party B will not violate any law, regulations, judicial or administrative order, arbitration award, agreement, contract or covenant applicable to Party B.

7.	Except as provided in Section 8 of this Agreement, this Proxy Agreement may not be terminated without the unanimous written consent of all Parties, except that Party A may, by giving seven (7) days prior written notice to Party B and the Company, terminate this Proxy Agreement.
8.	Unless otherwise expressly agreed in writing by the Parties, this Proxy Agreement shall automatically be terminated upon either the termination of the Consulting Services Agreement, the Operating Agreement, the Escrow Agreement, or the Share Exchange Agreement between Party A and Party B.

9. Any amendment and/or rescission shall be agreed by the Parties in writing.

10. The execution, validity, construction and performance of this Proxy Agreement shall be governed by the laws of Cayman Islands.

11. This Proxy Agreement has been executed in three (3) duplicate originals in English, each Party has received one (1) duplicate original, and all originals shall be equally valid.

12. In the event of any dispute, claim, question, or disagreement arising from or relating to this Proxy Agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to the Parties. If they do not reach such solution within a period of 60 days, then, upon notice by any party to the others, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC Administered Arbitration Rules in force when the notice of arbitration is submitted.

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[SIGNATURE PAGE FOLLOWS]

PARTY A:	Green Vision Biotechnology Corp.
	Legal/Authorized Representative:

	/s/ Ma Wai Kin
Name:	Ma Wai Kin
Title:	President

PARTY B:	Able Lead Holdings Limited
	Legal/Authorized Representative:
		/s/ Leung Kwong Tak
	Name:	LEUNG Kwong Tak
	Title:	Director

PARTY C:	Lutu International Biotechnology Limited
	Legal/Authorized Representative:
		/s/ Leung Kwong Tak
	Name:	LEUNG Kwong Tak
	Title:	Director

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EX-10.4

EXHIBIT 10.4

ESCROW AGREEMENT

This Escrow Agreement (this “Agreement”) is entered into as of May 12, 2017 by and among Green Vision Biotechnology Corp., a Nevada corporation (“GVBT”), and Booth Udall Fuller, PLC (the “Escrow Agent”), and Able Lead Holdings Limited, a limited company incorporated in the British Virgin Islands (“Able Lead”). Undefined capitalized terms used in this Agreement shall have the meaning given to them in the Share Exchange Agreement, as defined below. GVBT, Able Lead, and the Escrow Agent are referred to singularly as a "Party" and collectively as the "Parties".

WHEREAS, GVBT entered into a share exchange agreement on May 12, 2017 with Able Lead (the “Share Exchange Agreement”), pursuant to which (i) Able Lead agrees to enter into a series of contractual arrangements with GVBT in which GVBT will assume management of Lutu International Biotechnology Limited, a Cayman limited company (“Lutu International”); and (ii) Able Lead will receive 89,000,000 shares of common stock of GVBT in consideration for 89 shares of Lutu International owned by Able Lead (representing 89% of the issued and outstanding capital stock of Lutu International), upon satisfaction of the applicable requirements in the Share Exchange Agreement;

WHEREAS, Able Lead has an outstanding loan of USD $4.43 million denominated in RMB with its maturity date on January 22, 2018 (“Outstanding Loan”). There is an equitable mortgage over Able Lead’s shares in Lutu International and its subsidiaries as security for the Outstanding Loan;

WHEREAS, the Share Exchange Agreement further provides that the 89,000,000 shares of GVBT (the “Escrow Shares”) shall be delivered to and in the name of the Escrow Agent on behalf of Able Lead and remain in escrow for up to one year following the execution of the Share Exchange Agreement. If the Outstanding Loan is fully repaid at any time prior to one year following the execution of the Share Exchange Agreement and there are no encumbrances over Able Lead’s shares in Lutu International, the Escrow Agent shall deliver the Escrow Shares to Able Lead;

WHEREAS, Leung Kwong Tak shall serve as Able Lead Representative on behalf of Able Lead with respect to the Escrow Shares; and

NOW, THEREFORE, the parties hereto hereby agree as follows:

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1. Escrow.

(a) Escrow of Escrow Shares.

Simultaneously with the execution of this Agreement, GVBT shall cause to be issued and shall deposit with the Escrow Agent certificates representing an aggregate of 89,000,000 shares of common stock of GVBT, as determined pursuant to Article 2 of the Share Exchange Agreement issued in the name of the Escrow Agent. The Escrow Shares shall remain in escrow for up to one year after the execution of the Share Exchange Agreement subject to the full repayment of the Outstanding Loan and the release of the equitable mortgage over all 89 shares of Lutu International owned by Able Head (the “Lutu Shares”). In the event that Able Lead cannot fully repay the Outstanding Loan and cause the release of the equitable mortgage over the Lutu Shares within one year after execution of the Share Exchange Agreement, upon receipt of the Lutu Shares into Escrow, with valid and effective stock powers transferring the Lutu Shares to GVBT, then the amount of Escrow Shares to be issued as the consideration for the purchase of the Lutu Shares shall be cancelled. In the event that Able Lead fully repays the Outstanding Loan and causes the release of the equitable mortgage over the Lutu Shares, then upon receipt of the Lutu Shares into Escrow, with valid and effective stock powers transferring the Lutu Shares to GVBT, the Escrow Agent shall: (i) release the Lutu Shares to GVBT; and (ii) transfer the Escrow Shares into the name of Able Lead and deliver them to Able Lead.

(b) Escrow Shares Not Subject to Lien or Attachment. The Escrow Shares shall not be subject to any lien, attachment, trustee process or any other judicial process of any creditor of any party hereto. The Escrow Agent agrees to hold the Escrow Shares in Escrow in certificate form subject to the terms and conditions of this Agreement. The Escrow Shares shall be issued in the name of “Booth Udall Fuller, PLC”, as Escrow Agent.

(c) Dividends, Etc. Any securities distributed in respect of or in exchange for any of the Escrow Shares, whether by way of stock dividends, stock splits or otherwise, shall be issued in the name of the Escrow Agent and shall be delivered to the Escrow Agent, who shall hold such securities in the Escrow Account. Such securities shall be considered Escrow Shares, as applicable, for purposes hereof. Any cash dividends or property (other than securities) distributed in respect of the Escrow Shares shall be held by the Escrow Agent in the Escrow Account. If the Escrow Shares are delivered to Able Lead as contemplated in Section 1(a)(ii) hereof, such cash dividends or property shall be distributed promptly to Able Lead.

(d) Voting of Shares. A Representative appointed by the Board of Directors of GVBT shall have the right, in its sole discretion, to direct the Escrow Agent in writing as to the exercise of any voting rights pertaining to the Escrow Shares, and the Escrow Agent shall comply with any such written instructions. In the absence of such instructions, the Escrow Agent shall not vote any of the Escrow Shares.

(e) Transferability. The respective interests of Able Lead in the Escrow Shares shall not be assignable or transferable, other than by operation of law. Notice of any such assignment or transfer by operation of law shall be given to the Escrow Agent and GVBT, and no such assignment or transfer shall be valid until such notice is given.

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2. Distribution of Escrow Shares

(a) The Escrow Agent shall distribute the Escrow Shares, as applicable, only in accordance with (i) a written instrument delivered to the Escrow Agent that is executed, with respect to the Escrow Shares, as applicable, by GVBT and that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, as applicable, (ii) an order of a court of competent jurisdiction, a copy of which is delivered to the Escrow Agent by either GVBT or Able Lead Representative that instructs the Escrow Agent as to the distribution of some or all of the Escrow Shares, as applicable, or (iii) the provisions of Section 1(a) hereof.

(b) Any distribution of all or a portion of the Escrow Shares to Able Lead shall be made by delivery of stock certificates issued in the name of Able Lead. Distributions to Able Lead shall be made by mailing stock certificates to such holders at their respective addresses provided in writing to the Escrow Agent by the Shareholder.

(c) If GVBT fails to acquire the shares of Lutu International from Able Lead within one year hereof or at any time agreed by GVBT and Able Lead, the Escrow Agent shall promptly deliver all of the Escrow Shares to GVBT’s transfer agent for cancellation.

3. Fees and Expenses of Escrow Agent.

GVBT agrees to pay the Escrow Agent, as compensation for its services hereunder: a non-refundable start-up fee, payable upon the Escrow Agent’s execution of this Agreement of $1,500 USD. It is understood that the fees and usual charges agreed on for services of the Escrow Agent shall be considered compensation for ordinary services as contemplated by this Agreement. In the event that the conditions of this Agreement are not promptly fulfilled, or if the parties request a substantial modification of its terms, or if any controversy arises, or if the Escrow Agent is made a party to, or intervenes in, any litigation pertaining to this Escrow Agreement or its subject matter, the Escrow Agent shall be reasonably compensated for such extraordinary services and shall be reimbursed for all costs, attorneys’ fees, including allocated costs of in-house counsel, and expenses occasioned by such default, delay, controversy, or litigation. All fees and expenses reasonably incurred by the Escrow Agent in discharging its duties in connection with this Agreement shall be the responsibility of GVBT. If GVBT fails to pay any fee or other sums owing to the Escrow Agent hereunder, then the Escrow Agent may pay out of and charge to the Escrow Shares all such fees and sums.

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4. Limitation of Escrow Agent’s Liability.

(a) The Escrow Agent shall incur no liability with respect to any action taken or suffered by it in reliance upon any notice, direction, instruction, consent, statement or other documents believed by it to be genuine and duly authorized, nor for other action or inaction except its own willful misconduct or gross negligence. The Escrow Agent shall not be responsible for the validity or sufficiency of this Agreement. In all questions arising under the Escrow Agreement, the Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall not be liable to anyone for anything done, omitted or suffered in good faith by the Escrow Agent based on such advice. The Escrow Agent shall not be required to take any action hereunder involving any expense unless the payment of such expense is made or provided for in a manner reasonably satisfactory to it. In no event shall the Escrow Agent be liable for indirect, punitive, special or consequential damages.

(b) GVBT agrees to indemnify the Escrow Agent for, and hold it harmless against, any loss, liability or expense incurred without gross negligence or willful misconduct on the part of Escrow Agent, arising out of or in connection with its carrying out of its duties hereunder.

5. Controversies

If any controversy arises between GVBT and Able Lead to the Share Exchange Agreement, or with any other party, concerning the subject matter of this Agreement, its terms or conditions, the Escrow Agent will not be required to determine the controversy or to take any action regarding it.

6. Termination.

This Agreement shall terminate upon the distribution by the Escrow Agent of all of the Escrow Shares in accordance with this Agreement.

7. Notices.

All notices, instructions and other communications given hereunder or in connection herewith shall be in writing. Any such notice, instruction or communication shall be sent either (i) by registered or certified mail, return receipt requested, postage prepaid, or (ii) via a reputable nationwide overnight courier service, in each case to the address set forth below. Any such notice, instruction or communication shall be deemed to have been delivered five business days after it is sent by registered or certified mail, return receipt requested, postage prepaid, or one business day after it is sent via a reputable nationwide overnight courier service.

Any party may give any notice, instruction or communication in connection with this Agreement using any other means (including personal delivery, telecopy or ordinary mail), but no such notice, instruction or communication shall be deemed to have been delivered unless and until it is actually received by the party to whom it was sent. Any party may change the address to which notices, instructions or communications are to be delivered by giving the other parties to this Agreement notice thereof in the manner set forth in this Section 9.

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8. Successor Escrow Agent.

In the event the Escrow Agent becomes unavailable or unwilling to continue in its capacity herewith, the Escrow Agent may resign and be discharged from its duties or obligations hereunder by delivering a resignation to the parties to this Escrow Agreement, not less than 10 days prior to the date when such resignation shall take effect. GVBT may appoint a successor Escrow Agent without the consent of the Able Lead Representative, and may appoint any other successor Escrow Agent with the consent of Able Lead Representative, which shall not be unreasonably withheld. If, within such notice period, GVBT provides to the Escrow Agent written instructions with respect to the appointment of a successor Escrow Agent and directions for the transfer of any Escrow Shares or Escrow Shares then held by the Escrow Agent to such successor, the Escrow Agent shall act in accordance with such instructions and promptly transfer such Escrow Shares to such designated successor. If no successor Escrow Agent is named as provided in this Section 8 prior to the date on which the resignation of the Escrow Agent is to properly take effect, the Escrow Agent may apply to a court of competent jurisdiction for appointment of a successor Escrow Agent.

9. General.

(a) Governing Law. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Nevada without regard to conflict-of-law principles and shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns.

(b) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(c) Entire Agreement. Except for those provisions of the Share Exchange Agreement applicable to the Escrow Shares, this Agreement constitutes the entire understanding and agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior agreements or understandings, written or oral, between the parties with respect to the subject matter hereof.

(d) Waivers. No waiver by any party hereto of any condition or of any breach of any provision of this Agreement shall be effective unless in writing. No waiver by any party of any such condition or breach, in any one instance, shall be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other provision contained herein.

5

(e) Amendment. This Agreement may be amended only with the written consent of GVBT, the Escrow Agent and Able Lead Representative.

(f) Consent to Jurisdiction and Service. The parties hereby absolutely and irrevocably consent and submit to the jurisdiction of the courts in the State of Nevada and of any Federal court located in the State of Nevada in connection with any actions or proceedings brought against any party hereto by the Escrow Agent arising out of or relating to this Escrow Agreement. In any such action or proceeding, the parties hereby absolutely and irrevocably waive personal service of any summons, complaint, declaration or other process and hereby absolutely and irrevocably agree that the service thereof may be made by certified or registered first-class mail directed to such party, at their respective addresses in accordance with Section 9 hereof.

IN WITNESS WHEREOF the Parties hereto have set their hand and seal as of the day and year first above written.

Green Vision Biotechnology Corp., a Nevada corporation		Booth Udall Fuller, PLC
By:	/s/ Ma Wai Kin	By:	/s/ W. Scott Lawler
Name:	Ma Wai Kin	Name:	W. Scott Lawler
Title:	President	Title:	Partner
Able Lead Holdings Limited, a limited company incorporated in the British Virgin Islands
By:	/s/ Leung Kwong Tak
Name:	LEUNG Kwong Tak
Title:	Director

6

EX-16.1

EXHIBIT 16.1

May 12, 2017 

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549-7561

Ladies and Gentlemen:

Green Vision Biotechnology Corp., (the “Company”) provided to us a copy of the Company’s response to Item 4.01 of Form 8-K, dated May 12, 2017. We have read the Company’s statements included under Item 4.01 of its Form 8-K and we agree with such statements insofar as they relate to our firm.

Yours truly,

/s/ LBB & ASSOCIATES LTD., LLP

LBB & ASSOCIATES LTD., LLP

EX-99.1

EXHIBIT 99.1

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

CONTENTS	PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F-2
CONSOLIDATED BALANCE SHEETS	F-3
CONSOLIDATED STATEMENTS OF OPERATIONS	F-4
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY	F-5
CONSOLIDATED STATEMENTS OF CASH FLOWS	F-6
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS	F-7 – F-29

F-1

	中正達會計師事務所有限公司 Centurion ZD CPA Limited Certified Public Accountants (Practising)
HK office: 7th Floor, Nan Dao Commercial Building, 359-361 Queen’s Road Central, Hong Kong 香港 皇后大道中三五九至三六一號 南島商業大廈七樓 Tel : (852) 2851 7954 Fax: (852) 2545 4086 Kowloon office: Room 2105-06, 21/F., Office Tower, Langham Place, 8 Argyle Street, Mongkok, Kowloon, Hong Kong 九龍 旺角 亞皆老街八號 朗豪坊辦公大樓2105-06室 Tel: (852) 2780 0607 Fax: (852) 2780 0013

Report of Independent Registered Public Accounting Firm

To:	The Board of Directors and Shareholders of
	Lutu International Biotechnology Limited and Subsidiaries:

We have audited the accompanying consolidated balance sheets of Lutu International Biotechnology Limited and Subsidiaries (the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive loss, shareholders' equity and cash flows for each of the years ended December 31, 2016 and 2015. These consolidated financial statements and schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits 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 the Company’s 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern under the generally accepted accounting principles. As described in Note 16, the Company has recurring comprehensive loss $1,172,894, has negative working capital $7,333,603, and has accumulated deficit $3,199,950 and a total stockholders' deficit $3,331,168, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are also discussed in Note 16. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
 

Except the going concern matter as described above, in our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2016 and 2015, and the results of its operations and comprehensive loss, and its cash flows for each of the years ended December 31, 2016 and 2015 in conformity with accounting principles generally accepted in the United States of America.

/s/ Centurion ZD CPA Limited

Certified Public Accountants

Hong Kong SAR, China

May 12, 2017

F-2

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Consolidated Balance Sheets

		December 31, 2016			December 31, 2015
	Note
ASSETS
Cash and cash equivalents		$	518,849		$	469,556
Accounts receivable, net of allowance for doubtful accounts			791,800			51,270
Inventories, net	6		231,976			546,605
Advance to suppliers			53,220			26,787
Other receivables	3		106,149			76,402
Amount due from related parties			1,814,133			212,918
Total current assets			3,516,127			1,383,538
Property, plant equipment, net	4		3,117,449			3,586,675
Intangible assets	5		864,981			951,266
Long term lease prepayment			20,005			23,860
Total non-current assets			4,002,435			4,561,801
Total assets		$	7,518,562		$	5,945,339
LIABILITIES AND STOCKHOLDERS’ EQUITY
Accounts payable			146,222			177,446
Advances from customer			11,511			83,418
Other payables	8		183,212			257,395
Other tax payable			27,233			179
Accrued expenses			100,883			27,711
Accrued payroll			17,677			24,132
Amount due to related parties	10		6,419,136			3,830,596
Amount due to holding company	11		3,943,856			3,702,736
Total current liabilities			10,849,730			8,103,613
Total liabilities			10,849,730			8,103,613
Shareholders’ equity
Common stock, $1 par value per share, authorized 10,000,000,000 shares, issued and outstanding 100 and 100 shares at December 31, 2016 and December 31, 2015 respectively			100			100
Additional paid-in capital			42,780			42,780
Accumulated other comprehensive loss			(174,098	)		(51,101	)
Accumulated deficit			(3,199,950	)		(2,150,053	)
Total shareholders’ deficit			(3,331,168	)		(2,158,274	)
Total shareholders’ deficit			(3,331,168	)		(2,158,274	)
Total liabilities and shareholders’ deficit		$	7,518,562		$	5,945,339

See notes to audited consolidated financial statements.

F-3

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Consolidated Statements of Operations

	Years Ended December 31,
	2016			2015
Revenue, net	$	1,276,722		$	289,798
Cost of goods sold		944,987			283,777
Gross profit		331,735			6,021
Operating expenses:
Selling expenses		121,062			68,955
General and administrative expenses		1,257,343			835,293
Total operating expenses		1,378,405			904,248
Loss from operations		(1,046,670	)		(898,227	)
Non-operating income(expense):
Interest income		146			466
Interest expense		(3,796	)		(2,723	)
Other income		1,991			52,508
Other expense		(1,568	)		(418	)
Total non-operating income (expense)		(3,227	)		49,833
Loss before income tax		(1,049,897	)		(848,394	)
Income taxes		-			-
Net loss	$	(1,049,897	)	$	(848,394	)
Comprehensive loss statement:
Net loss		(1,049,897	)		(848,394	)
Foreign currency translation adjustment		(122,997	)		(134,252	)
Comprehensive loss	$	(1,172,894	)	$	(982,646	)
*Basic loss per share of common stock	$	(10,498.97	)	$	(16,967.88	)
*Diluted loss per share	$	(10,498.97	)	$	(16,967.88	)
*Weighted average shares used in calculating net income per ordinary share – basic		100			50
*Weighted average shares used in calculating net income per ordinary share – diluted		100			50

See notes to audited consolidated financial statements.

F-4

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Consolidated Statements of Shareholders’ Equity

	Common stock				Additional paid-in		Accumulated			Accumulated other comprehensive
	Share		Amount		capital		deficit			income			Total
January 1, 2015		1		1		42,780		(1,301,659	)		83,151			(1,175,727	)
Increase in capital		99		99										99
Net loss		-		-		-		(848,394	)		-			(848,394	)
Foreign currency translation adjustment		-		-		-		-			(134,252	)		(134,252	)
December 31, 2015		100		100		42,780		(2,150,053	)		(51,101	)		(2,158,274	)
January 1, 2016		100		100		42,780		(2,150,053	)		(51,101	)		(2,158,274	)
Net loss		-		-		-		(1,049,897	)		-			(1,049,897	)
Foreign currency translation adjustment		-		-		-		-			(122,997	)		(122,997	)
December 31, 2016		100		100		42,780		(3,199,950	)		(174,098	)		(3,331,168	)

See notes to audited consolidated financial statements.

F-5

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Consolidated Statements of Cash Flows

	Years Ended December 31,
	2016			2015
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1,049,897	)	$	(848,394	)
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		250,251			257,058
Amortization		24,684			26,327
Gain on disposal of property, plant and equipment		-			(43,505	)
Changes in operating assets and liabilities:
(Increase) Decrease in -
Accounts receivable		(778,555	)		(53,458	)
Inventories		291,576			(234,719	)
Advances to suppliers		(29,511	)		23,469
Other receivables		(36,402	)		(64,460	)
Amount due from related parties		(1,653,781	)		2,702
Long term lease prepayment		2,389			2,548
Increase (Decrease) in -
Accounts payable		(20,438	)		(397,691	)
Advances from customer		(69,502	)		86,978
Other payables		(59,883	)		(52,015	)
Other tax payables		28,327			187
Accrued payroll		(5,091	)		(6,304	)
Accrued expenses		73,176			12,050
Amount due to related parties		2,676,045			1,284,161
Net cash used in operating activities		(356,612	)		(5,066	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property, plant and equipment		(6,549	)		(159,719	)
Net cash used in investing activities		(6,549	)		(159,719	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of capital		-			99
Amount due to holding company		418,327			465,218
Net cash provided by financing activities		418,327			465,317
Net increase in cash and cash equivalents		55,166			300,532
Effect of exchange rate changes on cash		(5,873	)		(3,592	)
Cash and cash equivalents at beginning of year		469,556			172,616
Cash and cash equivalents at end of year	$	518,849		$	469,556
Supplementary cash flow information:
Interest paid		3,796			2,723
Income taxes paid	$	-		$	-

See notes to audited consolidated financial statements .

F-6

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 1 – ORGANIZATION AND BUSINESS OPERATIONS

Lutu International Biotechnology Limited (“Lutu International” or the “Company”) is a holding company incorporated in Cayman Islands on February 17, 2014, which is setup as the investment holding company for biotechnology investment in China. Lutu International became the holding company of Light Raise Limited (“LRL”) which was incorporated in British Virgin Islands on July 1, 2009.

LRL became the holding company of Hong Kong Prolific Mineral Resources Holdings Limited (“Hong Kong Prolific”) which was incorporated in Hong Kong on March 23, 2001.

On July 18, 2012, Hong Kong Prolific became the holding company of Shanxi Green Biotechnology Industry Co., Ltd. (“Shanxi Lutu”) which was incorporated on April 13, 2006. Shanxi Lutu is the operating company of Lutu International in China.

On December 4, 2013, Shanxi Lutu setup a wholly foreign owned enterprise Shenzhen Qianhai Lutu Supply Chain Management Co., Ltd. (“Shenzhen Lutu”) to handle the supply chain management of its fertilizer products.

F-7

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Presentation

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”). The consolidated financial statements include the financial statements of LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED, and its wholly-owned subsidiaries (collectively referred to herein as the “Company”). All intercompany accounts, transactions, and profits have been eliminated upon consolidation.

The following table depicts the identity of the subsidiary:

Name of Subsidiary	Place of Incorporation	Attributable Equity Interest %	Registered Capital
Light Raise Limited (1)	BVI	100	USD 1
Hong Kong Prolific Mineral Resources Holdings Limited (2)	HKD	100	HKD 2
Shanxi Green Biotechnology Industry Company Limited (3)	PRC	100	RMB 100,000,000
Shenzhen Qianhai Lutu Supply Chain Management Company Limited (4)	PRC	100	RMB 5,000,000

__________

Note:	(1)	Wholly owned subsidiary of Lutu International Biotechnology Limited
	(2)	Wholly owned subsidiary of Light Raise Limited
	(3)	Wholly owned subsidiary of Hong Kong Prolific Mineral Resources Holdings Limited
	(4)	Wholly owned subsidiary of Shanxi Green Biotechnology Industry Company Limited

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could materially differ from those estimates.

Significant estimates and judgments inherent in the preparation of these consolidated financial statements include, among other things, accounting for asset impairments, allowances for doubtful accounts, depreciation and amortization, the collection of revenues from the Agricultural Cooperative.

Economic and political risks

The Company’s operations are mainly conducted in Hong Kong and China and a large number of customers are located in Northern China. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in Hong Kong and China, and by the general state of the economy in Hong Kong and China.

The Company’s operations and customers in Hong Kong and Northern China are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environments, and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in Hong Kong and China, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

F-8

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Foreign Currency Translation

The Company’s financial statements are presented in the U.S. dollar ($), which is the Company’s reporting currency, while its functional currency are Chinese Renminbi (RMB) and Hong Kong Dollar (HKD). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income.

In accordance with ASC 830, Foreign Currency Matters, the Company translated the assets and liabilities into US $ using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders’ equity as part of accumulated other comprehensive income.

Below is a table with foreign exchange rates used for translation:

For the year ended December 31, (Average Rate)	2016			2015
Chinese Renminbi (RMB)	RMB		6.64330	RMB		6.22882
United States dollar ($)		$	1.00000		$	1.00000
As of December 31, (Closing Rate)	2016			2015
Chinese Renminbi (RMB)	RMB		6.95566	RMB		6.49170
United States dollar ($)		$	1.00000		$	1.00000
For the year ended December 31, (Average Rate)	2016			2015
Hong Kong (HKD)	HKD		7.76224	RMB		7.75243
United States dollar ($)		$	1.00000		$	1.00000
As of December 31, (Closing Rate)	2016			2015
Hong Kong (HKD)	HKD		7.75652	RMB		7.75066
United States dollar ($)		$	1.00000		$	1.00000

Revenue Recognition

The Company earns revenue by selling merchandise to end using customers primarily through distribution agent and directly to customers.

Revenue is recognized when merchandise is purchased by and delivered to the customer and confirmed and collectability is reasonably assured. Revenue from wholesale agent is recognized after goods delivered, amount fixed or determined and collectability is reasonably assured.

All revenues are shown net of estimated returns during the relevant period represented by estimated allowance for sales returns based upon historical experience.

The Company records sales tax collected from its customers on a net basis, and therefore excludes it from revenue as defined in ASC 605, Revenue Recognition.

During the year ended December 31, 2016 and 2015, the provision of sales return were $Nil and $Nil respectively.

F-9

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cost of Goods Sold

Cost of goods sold includes the cost of materials, labor, and relevant manufacturing expenses.

Selling Expenses

Selling expenses include packaging and shipping costs, as well as advertising and certain expenses associated with operating the Company’s corporate headquarters.

Advertising Costs

The Company expensed all advertising costs as incurred. Advertising expense, net of reimbursement from suppliers, amounted to $53,938 and $22,798 for fiscal 2016 and 2015, respectively. Advertising expense is included in selling expense and general and administrative expenses in the accompanying consolidated statements of income.

Leases

The Company accounts for its leases under the provisions of ASC 840, Leases. Certain of the Company’s operating leases provide for minimum annual payments that change over the life of the lease. The aggregate minimum annual payments are expensed on the straight-line basis over the minimum lease term. The Company recognizes a deferred rent liability for minimum step rents when the amount of rent expense exceeds the actual lease payments and it reduces the deferred rent liability when the actual lease payments exceeds the amount of straight-line rent expense. Rent holidays and tenant improvement allowances for office remodels are amortized on the straight-line basis over the initial term of the lease and any option period that is reasonably assured of being exercised.

The Company did not have a lease that met the criteria of a capital lease. Leases that do not qualify as a capital lease are classified as an operating lease. Operating lease rental expenses included in selling, general and administrative expenses for the year ended December 31, 2016 and December 31, 2015 were $17,890 and $9,541, respectively

F-10

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Accounts Receivable

Accounts receivable is recognized and carried at the original invoice amount less allowance for any uncollectible amounts. An allowance for doubtful accounts is maintained for all customers based on a variety of factors, including the industry practice, the length of time the receivables are past due, significant one-time events and historical experience. The Company is selling products delivered to certain customers which are closed to Agriculture Cooperatives as defined by ASC 905 “Agriculture”. The collection cycle may be varied and depended on the growing crops cycle.

Management reviews and adjusts this allowance periodically based on historical experience and its evaluation of the collectability of outstanding accounts receivable. The Company evaluates the credit risk of its customers utilizing historical data and estimates of future performance. Bad debts are written off as incurred. During the year ended December 31, 2016 and 2015, the bad debts incurred were $29,198 and $Nil respectively.

Outstanding accounts balances are reviewed individually for collectability. The Company does not charge any interest income on trade receivables. Accounts balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. To date, the Company has not charged off any balances as it has yet to exhaust all means of collection.

During the year ended December 31, 2016 and 2015, the provision of doubtful debts were $Nil and $Nil respectively.

Inventories

Inventories primarily consist of merchandise inventories and are stated at lower of cost or market and net realizable value. Cost of inventories is calculated on the weighted average basis which approximates cost.

Management regularly reviews inventories and records valuation reserves for damaged and defective returns, inventories with slow-moving or obsolescence exposure and inventories with carrying value that exceeds market value. Because of its product mix, the Company has not historically experienced significant occurrences of obsolescence.

Inventory shrinkage is accrued as a percentage of revenues based on historical inventory shrinkage trends. The Company performs physical inventory count of its stores once per quarter and cycle counts inventories at its distribution centers once per quarter throughout the year. The reserve for inventory shrinkage represents an estimate for inventory shrinkage for each store since the last physical inventory date through the reporting date.

These reserves are estimates, which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demand and competitive environments differ from expectations.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Significant additions or improvements extending useful lives of assets are capitalized. Maintenance and repairs are charged to expense as incurred. Depreciation is provided over the estimated useful lives, using the straight-line method with 5% scrape value as follows:

Buildings	20 years
Machinery & equipment	10 years
Office equipment	3 years
Motor vehicles	4 years

F-11

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Land Use Rights

According to the laws of the PRC, the government owns all the land in the PRC. Companies or individuals are authorized to possess and use the land only through the land use rights granted by the government. The land use rights represent cost of the rights to use the land in respect of properties located in the PRC. Land use rights are carried at cost and amortized on a straight-line basis over the period of rights of 50 years.

Goodwill

Goodwill represents the excess of purchase price over fair value of net assets acquired. Under ASC 350, Intangibles — Goodwill and Other, goodwill is not amortized but evaluated for impairment annually or whenever events or changes in circumstances indicate that the value may not be recoverable.

The Company performed an annual impairment test as of the end of fiscal 2016 and 2015, and determined that an impairment loss in the amount of nil and nil were recorded in 2016 and 2015 respectively.

Long-lived Assets

The Company reviews long-lived assets for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows, usually at the store level. The carrying amount of a long-lived asset is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. If the asset is determined not to be recoverable, then it is considered to be impaired and the impairment to be recognized is the amount by which the carrying amount of the asset exceeds the fair value of the asset, determined using discounted cash flow valuation techniques, as defined in ASC 360, Property, Plant, and Equipment.

The Company determined the sum of the undiscounted cash flows expected to result from the use of the asset by projecting future revenue and operating expense for each store under consideration for impairment. The estimates of future cash flows involve management judgment and are based upon assumptions about expected future operating performance. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions.

During the reporting periods, the Company performed the evaluation and there was no impairment loss..

F-12

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Cash and Concentration of Credit Risk

The Company maintains cash in bank deposit accounts in Hong Kong and PRC, and considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company performs ongoing evaluations of the institution to limit its concentration risk exposure.

The Company’s customers mainly located principally in the Northeast China. Because of this, the Company is subject to regional risks, such as the economy, regional financial conditions and unemployment, weather conditions, power outages, and other natural disasters specific to the region in which the Company operates.

Retirement Benefit Plans

Full time employees of the Company in the PRC participate in a government mandated defined contribution plan, pursuant to which certain pension benefits, medical care, employee housing fund and other welfare benefits are provided to employees. Chinese labor regulations require the Company to make contributions to the government for these benefits based on certain percentages of the employees’ salaries. The Company accounts the mandated defined contribution plan under the vested benefit obligations approach based on the guidance of ASC 715, Compensation—Retirement Benefits.

The total amounts for such employee benefits which were expensed were $17,804 and $10,523 for the years ended December 31, 2016 and 2015, respectively.

F-13

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED

AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Income Taxes

The Company accounts for income tax using an asset and liability approach and allows for recognition of deferred tax benefits in future years. Under the asset and liability approach, deferred taxes are provided for the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. A valuation allowance is provided for deferred tax assets if it is more likely than not these items will either expire before the Company is able to realize their benefits, or that future realization is uncertain.

Comprehensive income

Comprehensive income is defined to include all changes in equity except those resulting from investments by owners and distributions to owners. Among other disclosures, all items that are required to be recognized under current accounting standards as components of comprehensive income are required to be reported in a financial statement that is presented with the same prominence as other consolidated financial statements. The Company’s current component of comprehensive income is the net income and foreign currency translation adjustment.

Segment Reporting

The Company operates in one industry segment, operating manufacturing and selling of organic bio-fertilizer. ASC 280, Segment Reporting, establishes standards for reporting information about operating segments. Given the economic characteristics of the similar nature of the products sold, the type of customer and the method of distribution, the Company operates as one reportable segment as defined by ASC 280, Segment Reporting.

Basic and diluted earnings (loss) per share

In accordance with ASC No. 260 (formerly SFAS No. 128), “Earnings Per Share,” the basic earnings (loss) per common share is computed by dividing net earnings (loss) available to common stockholders by the weighted average number of common shares outstanding. Diluted earnings (loss) per common share is computed similarly to basic earnings (loss) per common share, except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive.

F-14

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance

The FASB has issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The new guidance is intended to improve the recognition and measurement of financial instruments. The ASU affects public and private companies, not-for-profit organizations, and employee benefit plans that hold financial assets or owe financial liabilities.

The new guidance makes targeted improvements to existing U.S. GAAP by:

-Requiring equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income;

-Requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes;

-Requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e., securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements;

-Eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities;

-Eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and

-Requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. 

The new guidance is effective for public companies for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. For private companies, not-for-profit organizations, and employee benefit plans, the new guidance becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019.

The new guidance permits early adoption of the own credit provision. In addition, the new guidance permits early adoption of the provision that exempts private companies and not-for-profit organizations from having to disclose fair value information about financial instruments measured at amortized cost.

On February 25, 2016, the Financial Accounting Standards Board (FASB) issued its new lease accounting guidance in Accounting Standards Update (ASU) No. 2016-02, Leases (Topic 842).

Under the new guidance, lessees will be required recognize the following for all leases (with the exception of short-term leases) at the commencement date:

-A lease liability, which is a lessee‘s obligation to make lease payments arising from a lease, measured on a discounted basis; and

-A right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term.

Under the new guidance, lessor accounting is largely unchanged. Certain targeted improvements were made to align, where necessary, lessor accounting with the lessee accounting model and Topic 606, Revenue from Contracts with Customers.

The new lease guidance simplified the accounting for sale and leaseback transactions primarily because lessees must recognize lease assets and lease liabilities. Lessees will no longer be provided with a source of off-balance sheet financing.

Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e., January 1, 2019, for a calendar year entity). Nonpublic business entities should apply the amendments for fiscal years beginning after December 15, 2019 (i.e., January 1, 2020, for a calendar year entity), and interim periods within fiscal years beginning after December 15, 2020. Early application is permitted for all public business entities and all nonpublic business entities upon issuance.

Lessees (for capital and operating leases) and lessors (for sales-type, direct financing, and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees and lessors may not apply a full retrospective transition approach.

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LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance (Continued)

The FASB has issued ASU No. 2016-03, Intangibles - Goodwill and Other (Topic 350), Business Combinations (Topic 805), Consolidation (Topic 810), Derivatives and Hedging (Topic 815): Effective Date and Transition Guidance (a consensus of the Private Company Council). The amendments in this ASU are effective immediately.

The amendments could affect all private companies within the scope of ASU 2014-02, Intangibles - Goodwill and Other (Topic 350): Accounting for Goodwill; ASU 2014-03 Derivatives and Hedging (Topic 815): Accounting for Certain Receive-Variable, Pay-Fixed Interest Rate Swaps - Simplified Hedge Accounting Approach; ASU 2014-07, Consolidation (Topic 810): Applying Variable Interest Entities Guidance to Common Control Leasing Arrangements; or ASU 2014-18, Business Combinations (Topic 805): Accounting for Identifiable Intangible Assets in a Business Combination.

The amendments make the guidance in ASUs 2014-02, 2014-03, 2014-07, and 2014-18 effective immediately by removing their effective dates. The amendments also include transition provisions that provide that private companies are able to forgo a preferability assessment the first time they elect the accounting alternatives within the scope of this ASU. Any subsequent change to an accounting policy election requires justification that the change is preferable under Topic 250, Accounting Changes and Error Corrections.

The amendments in this ASU also extend the transition guidance in ASUs 2014-02, 2014-03, 2014-07, and 2014-18 indefinitely. While this ASU extends transition guidance for Updates 2014-07 and 2014-18, there is no intention to change how transition is applied for those two ASUs.

The FASB has issued Accounting Standards Update No. 2016-07, Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting. The amendments affect all entities that have an investment that becomes qualified for the equity method of accounting as a result of an increase in the level of ownership interest or degree of influence.

The amendments eliminate the requirement that when an investment qualifies for use of the equity method as a result of an increase in the level of ownership interest or degree of influence, an investor must adjust the investment, results of operations, and retained earnings retroactively on a step-by-step basis as if the equity method had been in effect during all previous periods that the investment had been held. The amendments require that the equity method investor add the cost of acquiring the additional interest in the investee to the current basis of the investor’s previously held interest and adopt the equity method of accounting as of the date the investment becomes qualified for equity method accounting. Therefore, upon qualifying for the equity method of accounting, no retroactive adjustment of the investment is required.

The amendments require that an entity that has an available-for-sale equity security that becomes qualified for the equity method of accounting recognize through earnings the unrealized holding gain or loss in accumulated other comprehensive income at the date the investment becomes qualified for use of the equity method.

The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. The amendments should be applied prospectively upon their effective date to increases in the level of ownership interest or degree of influence that result in the adoption of the equity method. Earlier application is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net). The amendments relate to when another party, along with the entity, is involved in providing a good or service to a customer. Topic 606 Revenue from Contracts with Customers requires an entity to determine whether the nature of its promise is to provide that good or service to the customer (i.e., the entity is a principal) or to arrange for the good or service to be provided to the customer by the other party (i.e., the entity is an agent).

The amendments are intended to improve the operability and understandability of the implementation guidance on principal versus agent considerations by clarifying the following:

-An entity determines whether it is a principal or an agent for each specified good or service promised to a customer.

-An entity determines the nature of each specified or service (e.g., whether it is a good, service, or a right to a good or service).

-When another entity is involved in providing goods or services to a customer, an entity that is a principal obtains control of: (a) a good or another asset from the other party that it then transfers to the customer; (b) a right to a service that will be performed by another party, which gives the entity the ability to direct that party to provide the service to the customer on the entity’s behalf; or (c) a good or service from the other party that it combines with other goods or services to provide the specified good or service to the customer.

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LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance (Continued)

-The purpose of the indicators in paragraph 606-10-55-39 is to support or assist in the assessment of control. The amendments in paragraph 606-10-55-39A clarify that the indicators may be more or less relevant to the control assessment and that one or more indicators may be more or less persuasive to the control assessment, depending on the facts and circumstances.

The amendments amend certain existing illustrative examples and add additional illustrative examples to assist in the application of the guidance. 

The effective date and transition of these amendments is the same as the effective date and transition of ASU 2014-09, Revenue from Contracts with Customers (Topic 606). Public entities should apply the amendments in ASU 2014-09 for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Private entities must apply the amendments one year later. 

The FASB has issued Accounting Standards Update No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing. The amendments clarify the following two aspects of Topic 606: (a) identifying performance obligations; and (b) the licensing implementation guidance. The amendments do not change the core principle of the guidance in Topic 606.

The effective date and transition requirements for the amendments are the same as the effective date and transition requirements in Topic 606. Public entities should apply the amendments for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Early application for public entities is permitted only as of annual reporting periods beginning after December 15, 2016, including interim reporting periods within that reporting period. The effective date for nonpublic entities is deferred by one year.

Identifying Performance Obligations

Before an entity can identify its performance obligations in a contract with a customer, the entity first identifies the promised goods or services in the contract. The amendments add the following guidance:

1. An entity is not required to assess whether promised goods or services are performance obligations if they are immaterial in the context of the contract with the customer.

2. An entity is permitted, as an accounting policy election, to account for shipping and handling activities that occur after the customer has obtained control of a good as an activity to fulfill the promise to transfer the good rather than as an additional promised service.

To identify performance obligations in a contract, an entity evaluates whether promised goods and services are distinct. The amendments improve the guidance on assessing the promises are separately identifiable criterion by:

1. Better articulating the principle for determining whether promises to transfer goods or services to a customer are separately identifiable by emphasizing that an entity determines whether the nature of its promise in the contract is to transfer each of the goods or services or whether the promise is to transfer a combined item (or items) to which the promised goods and/or services are inputs.

2. Revising the related factors and examples to align with the improved articulation of the separately identifiable principle.

Licensing Implementation Guidance

Topic 606 includes implementation guidance on determining whether an entity’s promise to grant a license provides a customer with either a right to use the entity’s intellectual property (which is satisfied at a point in time) or a right to access the entity’s intellectual property (which is satisfied over time). The amendments are intended to improve the operability and understandability of the licensing implementation guidance by clarifying the following:

1. An entity’s promise to grant a customer a license to intellectual property that has significant standalone functionality (e.g., the ability to process a transaction, perform a function or task, or be played or aired) does not include supporting or maintaining that intellectual property during the license period.

2. An entity’s promise to grant a customer a license to symbolic intellectual property (that is, intellectual property that does not have significant standalone functionality) includes supporting or maintaining that intellectual property during the license period.

3. An entity considers the nature of its promise in granting a license, regardless of whether the license is distinct, in order to apply the other guidance in Topic 606 to a single performance obligation that includes a license and other goods or services (in particular, the guidance on determining whether a performance obligation is satisfied over time or at a point in time and the guidance on how best to measure progress toward the complete satisfaction of a performance obligation satisfied over time).

F-17

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance (Continued)

The FASB has issued Accounting Standards Update (ASU) 2016-11, Revenue Recognition (Topic 605) and Derivatives and Hedging (Topic 815): Rescission of SEC Guidance Because of Accounting Standards Updates 2014-09 and 2014-16 Pursuant to Staff Announcements at the March 3, 2016 EITF Meeting. This ASU rescinds SEC paragraphs pursuant to two SEC Staff Announcements at the March 3, 2016 Emerging Issues Task Force (EITF) meeting.

SEC Staff Announcement, “Rescission of Certain SEC Staff Observer Comments upon Adoption of Topic 606, Revenue from Contracts with Customers,” was announced at the March 3, 2016, EITF meeting. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The SEC Staff is rescinding the following SEC Staff Observer comments that are codified in Topic 605, Revenue Recognition, and Topic 932, Extractive Activities—Oil and Gas, effective upon adoption of Topic 606 Revenue from Contracts with Customers. Specifically, registrants should not rely on the following SEC Staff Observer comments upon adoption of Topic 606:

1. Revenue and Expense Recognition for Freight Services in Process, which is codified in paragraph 605-20-S99-2

2. Accounting for Shipping and Handling Fees and Costs, which is codified in paragraph 605-45-S99-1

3. Accounting for Consideration Given by a Vendor to a Customer (including Reseller of the Vendor’s Products), which is codified in paragraph 605-50-S99-1

4. Accounting for Gas-Balancing Arrangements (i.e., use of the “entitlements method”), which is codified in paragraph 932-10-S99-5. 

The FASB has issued Accounting Standards Update No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients. The amendments do not change the core revenue recognition principle in Topic 606. The amendments provide clarifying guidance in certain narrow areas and add some practical expedients. These amendments are effective at the same date that Topic 606 is effective. Topic 606 is effective for public entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Topic 606 is effective for nonpublic entities one year later. Following is a summary of the clarifying guidance and practical expedients in the amendments.

Assessing the Collectibility Criterion in Paragraph 606-10-25-1(e) and Accounting for Contracts That Do Not Meet the Criteria for Step 1 (Applying Paragraph 606-10-25-7). The amendments clarify the objective of the collectibility criterion in Step 1. The objective of this assessment is to determine whether the contract is valid and represents a substantive transaction on the basis of whether a customer has the ability and intention to pay the promised consideration in exchange for the goods or services that will be transferred to the customer. The amendments also add a new criterion to paragraph 606-10-25-7 to clarify when revenue would be recognized for a contract that fails to meet the criteria in Step 1. That criterion allows an entity to recognize revenue in the amount of consideration received when the entity has transferred control of the goods or services, the entity has stopped transferring goods or services (if applicable) and has no obligation under the contract to transfer additional goods or services, and the consideration received from the customer is nonrefundable.

Presentation of Sales Taxes and Other Similar Taxes Collected from Customers. The amendments permit an entity, as an accounting policy election, to exclude amounts collected from customers for all sales (and other similar) taxes from the transaction price.

Noncash Consideration. The amendments specify that the measurement date for noncash consideration is contract inception. The amendments also clarify that the variable consideration guidance applies only to variability resulting from reasons other than the form of the consideration.

Contract Modifications at Transition. The amendments provide a practical expedient that permits an entity to reflect the aggregate effect of all modifications that occur before the beginning of the earliest period presented when identifying the satisfied and unsatisfied performance obligations, determining the transaction price, and allocating the transaction price to the satisfied and unsatisfied performance obligations.

Completed Contracts at Transition. The amendments clarify that a completed contract for purposes of transition is a contract for which all (or substantially all) of the revenue was recognized under legacy GAAP before the date of initial application. Accounting for elements of a contract that do not affect revenue under legacy GAAP are irrelevant to the assessment of whether a contract is complete. In addition, the amendments permit an entity to apply the modified retrospective transition method either to all contracts or only to contracts that are not completed contracts.

Technical Correction. The amendments clarify that an entity that retrospectively applies the guidance in Topic 606 to each prior reporting period is not required to disclose the effect of the accounting change for the period of adoption. However, an entity is still required to disclose the effect of the changes on any prior periods retrospectively adjusted.

 

F-18

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance (Continued)

The FASB has issued Accounting Standards Update (ASU) No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. 

The amendments provide guidance on the following eight specific cash flow issues:

· Debt Prepayment or Debt Extinguishment Costs;

· Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing;

· Contingent Consideration Payments Made after a Business Combination;

· Proceeds from the Settlement of Insurance Claims;

· Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned;

· Life Insurance Policies;

· Distributions Received from Equity Method Investees;

· Beneficial Interests in Securitization Transactions; and

· Separately Identifiable Cash Flows and Application of the Predominance Principle.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period.

The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable.

The FASB has issued Accounting Standards Update No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory. Current GAAP prohibits the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset has been sold to an outside party. This prohibition on recognition is an exception to the principle of comprehensive recognition of current and deferred income taxes in GAAP.

The amendments require an entity to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The amendments eliminate the exception for an intra-entity transfer of an asset other than inventory. Two common examples of assets included in the scope of the amendments are intellectual property and property, plant, and equipment.

The amendments do not include new disclosure requirements; however, existing disclosure requirements might be applicable when accounting for the current and deferred income taxes for an intra-entity transfer of an asset other than inventory.

The amendments align the recognition of income tax consequences for intra-entity transfers of assets other than inventory with International Financial Reporting Standards. IAS 12, Income Taxes, requires recognition of current and deferred income taxes resulting from an intra-entity transfer of any asset (including inventory) when the transfer occurs.

The amendments are effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. For all other entities, the amendments are effective for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual periods beginning after December 15, 2019. Early adoption is permitted for all entities in the first interim period if an entity issues interim financial statements.

The amendments should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of the beginning of the period of adoption.

 

F-19

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance (Continued)

The FASB has issued Accounting Standards Update No. 2016-17, Consolidation (Topic 810): Interests Held through Related Parties That Are under Common Control. The amendments affect reporting entities that are required to evaluate whether they should consolidate a variable interest entity in certain situations involving entities under common control. Specifically, the amendments change the evaluation of whether a reporting entity is the primary beneficiary of a variable interest entity by changing how a reporting entity that is a single decision maker of a variable interest entity treats indirect interests in the entity held through related parties that are under common control with the reporting entity.

The amendments do not change the characteristics of a primary beneficiary in current GAAP. A primary beneficiary of a variable interest entity has both of the following characteristics: (1) the power to direct the activities of a variable interest entity that most significantly impact the variable interest entity’s economic performance; and (2) the obligation to absorb losses of the variable interest entity that could potentially be significant to the variable interest entity or the right to receive benefits from the variable interest entity that could potentially be significant to the variable interest entity.

If a reporting entity satisfies the first characteristic of a primary beneficiary (such that it is the single decision maker of a variable interest entity), the amendments require that reporting entity, in determining whether it satisfies the second characteristic of a primary beneficiary, to include all of its direct variable interests in a variable interest entity and, on a proportionate basis, its indirect variable interests in a variable interest entity held through related parties, including related parties that are under common control with the reporting entity. That is, under the amendments, a single decision maker is not required to consider indirect interests held through related parties that are under common control with the single decision maker to be the equivalent of direct interests in their entirety. Instead, a single decision maker is required to include those interests on a proportionate basis consistent with indirect interests held through other related parties.

If, after performing that assessment, a reporting entity that is the single decision maker of a variable interest entity concludes that it does not have the characteristics of a primary beneficiary, the amendments continue to require that reporting entity to evaluate whether it and one or more of its related parties under common control, as a group, have the characteristics of a primary beneficiary. If the single decision maker and its related parties that are under common control, as a group, have the characteristics of a primary beneficiary, then the party within the related party group that is most closely associated with the variable interest entity is the primary beneficiary.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in this Update are effective for fiscal years beginning after December 15, 2016, and interim periods within fiscal years beginning after December 15, 2017. Early adoption is permitted.

The FASB has issued Accounting Standards Update (ASU) No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash. The amendments apply to all entities that have restricted cash or restricted cash equivalents and are required to present a statement of cash flows. The amendments address diversity in practice that exists in the classification and presentation of changes in restricted cash on the statement of cash flows.

The amendments require that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. As a result, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The amendments do not provide a definition of restricted cash or restricted cash equivalents.

The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted. The amendments should be applied using a retrospective transition method to each period presented. 

The FASB has issued Accounting Standards Update (ASU) No. 2016-19, Technical Corrections and Improvements. The amendments cover a wide range of Topics in the Accounting Standards Codification. The amendments generally fall into one of the types of categories listed below.

· Amendments related to differences between original guidance (e.g., FASB Statements, EITF Issues, etc.) and the Codification. These amendments principally carry forward pre-Codification guidance or subsequent amendments into the Codification. Many times, either the writing style or phrasing of the original guidance did not directly translate into the Codification format and style. As a result, the meaning of the guidance might have been unintentionally altered. Alternatively, amendments in this category may relate to guidance that was codified without some text, reference, or phrasing that, upon review, was deemed important to the guidance.

F-20

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

Recently Issued Accounting Guidance (Continued)

· Guidance clarification and reference corrections that provide clarification through updating wording, correcting references, or a combination of both. In most cases, the feedback suggested that, without these enhancements, guidance may be misapplied.

· Simplification amendments that streamline or simplify the Codification through minor structural changes to headings or minor editing of text to improve the usefulness and understandability of the Codification.

· Minor improvements to the guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities.

The FASB has issued Accounting Standards Update (ASU) No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The effective date and transition requirements for the amendments are the same as the effective date and transition requirements for Topic 606. Public entities should apply Topic 606 (and related amendments) for annual reporting periods beginning after December 15, 2017, including interim reporting periods therein (i.e., January 1, 2018, for a calendar year entity). Nonpublic entities should apply Topic 606 (and related amendments) for an annual reporting period beginning after December 15, 2018, (i.e., January 1, 2019, for a calendar year entity) and interim reporting periods within annual reporting periods beginning after December 15, 2019.

On May 28, 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The amendments in ASU 2016-20 affect narrow aspects of the guidance issued in ASU 2014-09 as summarized below.

Issue 1: Loan Guarantee Fees: The amendments clarify that guarantee fees within the scope of Topic 460, Guarantees, (other than product or service warranties) are not within the scope of Topic 606.

Issue 2: Contract Costs - Impairment Testing: The amendments clarify that when performing impairment testing in Subtopic 340-40, Other Assets and Deferred Charges – Contracts with Customers, an entity should: (a) consider expected contract renewals and extensions; and (b) include both the amount of consideration it already has received but has not recognized as revenue and the amount it expects to receive in the future.

  
Issue 3: Contract Costs - Interaction of Impairment Testing with Guidance in Other Topics: The amendments clarify that impairment testing first should be performed on assets not within the scope of Topic 340, Topic 350, Intangibles - Goodwill and Other, or Topic 360, Property, Plant, and Equipment (e.g., Topic 330, Inventory), then assets within the scope of Topic 340, then asset groups and reporting units within the scope of Topic 360 and Topic 350. 

Issue 4: Provisions for Losses on Construction-Type and Production-Type Contracts: The amendments require that the provision for losses be determined at least at the contract level. However, the amendments allow an entity to determine the provision for losses at the performance obligation level as an accounting policy election. 

Issue 5: Scope of Topic 606: The amendments remove the term insurance from the scope exception to clarify that all contracts within the scope of Topic 944, Financial Services – Insurance, are excluded from the scope of Topic 606. 

Issue 6: Disclosure of Remaining Performance Obligations: The amendments provide optional exemptions from the disclosure requirement for remaining performance obligations for specific situations in which an entity need not estimate variable consideration to recognize revenue. The amendments also expand the information that is required to be disclosed when an entity applies one of the optional exemptions.

Issue 7: Disclosure of Prior-Period Performance Obligations: The amendments clarify that the disclosure of revenue recognized from performance obligations satisfied (or partially satisfied) in previous periods applies to all performance obligations and is not limited to performance obligations with corresponding contract balances. 

Issue 8: Contract Modifications Example: The amendments better align Example 7 with the principles in Topic 606.

Issue 9: Contract Asset versus Receivable: The amendments provide a better link between the analysis in Example 38, Case B and the receivables presentation guidance in Topic 606.

Issue 10: Refund Liability: The amendments remove the reference to the term contract liability from the journal entry in Example 40.

Issue 11: Advertising Costs: The amendments reinstate the guidance on the accrual of advertising costs and move the guidance to Topic 720, Other Expenses.

Issue 12: Fixed-Odds Wagering Contracts in the Casino Industry: The amendments: (a) create a new Subtopic 924-815, Entertainment – Casinos - Derivatives and Hedging, which includes a scope exception from the derivatives guidance for fixed-odds wagering contracts; and (b) includes a scope exception within Topic 815 for fixed-odds wagering contracts issued by casino entities. Fixed-odds wagering contracts are revenue transactions which should be recognized in accordance with Topic 606. 

Issue 13: Cost Capitalization for Advisors to Private Funds and Public Funds: The amendments align the cost-capitalization guidance for advisors to both public funds and private funds in Topic 946, Financial Services - Investment Companies.

F-21

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 3 – OTHER RECEIVABLES

Other receivables consisted of the following:

December 31,	2016		2015
Deposits	$	101,124	$	40,579
Prepaid expenses		3,992		5,801
Advance to employee		1,033		30,022
Total	$	106,149	$	76,402

NOTE 4 – PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment consisted of the following:

December 31,	2016			2015
Buildings	$	2,877,610		$	3,080,660
Machinery & equipment		545,864			583,603
Office equipment		65,175			67,579
Motor vehicles		143,273			149,609
Total property, plant and equipment		3,631,922			3,881,451
Less: accumulated depreciation and impairment charges		(514,473	)		(294,776	)
Total property, plant and equipment, net	$	3,117,449		$	3,586,675

The depreciation expenses for the years ended December 31, 2016 and 2015 were $250,251 and $257,058, respectively

F-22

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 5 – INTANGIBLE ASSETS

Intangible assets consisted of the following:

December 31,	2016			2015
Land use rights	$	1,158,222		$	1,239,948
Software system		1,263			1,353
Less – accumulated amortization		(294,504	)		(290,035	)
Total intangible assets, net	$	864,981		$	951,266

The amortization expenses of land use rights and software systems for the years ended December 31, 2016 and 2015 were $24,684 and $26,327 respectively.

Future amortization of land use rights and software systems is as follows:

Years ending December 31,	Amount
2017	$	24,427
2018		24,243
2019		24,243
2020		24,243
2021		24,243
Thereafter		743,582
Total	$	864,981

F-23

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 6 – INVENTORIES

Inventories consisted of the following:

December 31,	2016		2015
Raw material	$	87,862	$	118,888
Work-in-progress		-		-
Goods on installment sale		-		77,811
Finished goods		144,114		349,906
Inventories, net	$	231,976	$	546,605

NOTE 7 – CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS

Sales:

Customer	As at December 31, 2016				As at Dec 31, 2015
A	$	820,900	64	%	$	103,117	36	%
B		74,128	6	%		-	-	%
C		70,875	6	%		-	-	%
D		-	-%			75,489	26	%
E		-	-%			29,204	10	%
Total	$	965,903	76	%	$	207,810	72	%

Purchases:

Supplier	As at December 31, 2016				As at Dec 31, 2015
AA	$	232,614	56	%	$	133,330	51	%
BB		83,988	20	%		-	-	%
CC		32,403	8	%		6,885	3	%
DD		16,921	4	%		9,011	3	%
EE		11,628	3	%		22,680	9	%
Total	$	377,554	91	%	$	171,906	66	%

F-24

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 8 –OTHER PAYABLES

Other payables consisted of the following:

December 31,	2016		2015
Payables to employees	$	162,153	$	249,981
Miscellaneous		20,989		7,414
Total other payables	$	183,142	$	257,395

NOTE 9 – LOSS PER SHARE

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share are computed using the weighted average number of shares outstanding during the fiscal year. Potentially dilutive common shares consist of convertible preferred stock (using the if-converted method) and exercisable warrants and stock options outstanding (using the treasury method). The following table sets forth the computation of basic and diluted net income per common share:

The following table sets forth the computation of basic and diluted net income per common share:

Years Ended December 31,	2016			2015
Net loss attributable to ordinary shareholders for computing basic net loss per ordinary share	$	(1.049,897	)	$	(848,394	)
Weighted-average shares of common stock outstanding in computing net loss per common stock
Basic		100			50
Diluted		100			50
Basic loss per share of common stock	$	(10,498.97	)	$	(16,967.88	)
Diluted loss per share	$	(10,498.97	)	$	(16,967.88	)

F-25

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 10 – AMOUNT DUE FROM / TO RELATED PARTIES

The details for amount due from / to related parties were as follows:

December 31,	2016		2015
Amount due from related parties:
Well Supreme Limited (c)	$	207,825	$	207,982
China Mineral Resources Holdings Limited (a) (c)		9,141		4,936
Shanxi Lukun Mining Technology Co., Ltd (a)		1,119,750		-
Isparta Holdings Limited (a) (b) (c)		477,417		-
	$	1,814,133	$	212,918
December 31,	2016		2015
Amount due to related parties:
Shanxi Lukun Mining Technology Co., Ltd (a)	$	-	$	43,089
Shanxi Chengkai Mining Technology Co., Ltd (a)		1,234,520		1,301,142
Hong Kong Prolific Mineral Technologies Ltd (a)		1,518,078		1,521,806
Pilot Sunshine Limited (a) (c)		5,157		5,161
Able High Holdings Limited (a) (b) (c)		2,780,449		7,741
Hong Kong Prolific Eco-Technology Limited (a)		55,398		56,731
Holmsun Capital Limited (a) (b)		393,150		393,447
Hui & Lam Solicitors LLP (c)		21,380		90,164
Maycrown Capital Limited (a) (b)		399,401		399,703
View Strong Limited (a) (b) (c)		11,603		11,612
	$	6,419,136	$	3,830,596

(a)	Common director, LEUNG Kwong Tak
(b)	Common shareholder, LEUNG Kwong Tak
(c)	Common director/ partner, LAM Ching Wan.

NOTE 11 – AMOUNT DUE TO HOLDING COMPANY

December 31,	2016		2015
Amount due to holding company:
Able Lead Holding Limited	$	3,943,856	$	3,702,736
	$	3,943,856	$	3,702,736

F-26

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 12 – INCOME TAXES

The Company and its subsidiaries have not operation in Cayman Island and British Virgin Island, and are not subject to any domestic income tax. Therefore, no domestic income tax of Cayman Island and British Virgin Island are paid in the year 2016 and 2015.

Hong Kong Prolific Mineral Resources Holdings Limited was incorporated in Hong Kong and is subjected to Hong Kong profits tax rate of 16.5% for the year ended December 31, 2016 and 2015. Income tax (reversal) expense amounted to $Nil for 2016 and 2015.

A reconciliation of the provision for income taxes with amounts determined by applying the Hong Kong profit rate of 16.5% to income before income taxes is as follows:

	December 31, 2016			December 31, 2015
Profit (Loss) before income tax	$	(453,066	)	$	(221,260	)
Temporary Difference		-			-
Permanent Difference		-			-
Taxable loss	$	(453,066	)	$	(221,260	)
Hong Kong Profits Tax rate		16.5	%		16.5	%
Current tax credit	$	74,756		$	36,508
Less: Valuation allowance		(74,756	)		(36,508	)
	$	-		$	-

No deferred tax has been provided as there are no material temporary differences arising during the year ended December 31, 2016 and 2015.

Shanxi Green Biotechnology Industry Company Limited and Shenzhen Qianhai Lutu Supply Chain Management Company Limited were incorporated in the PRC and are subjected to income taxes under the current laws of the PRC. The EIT rate of PRC was 25% for the year ended December 31, 2016 and 2015.

Profit (loss) before income tax of $120,478 and $612,990 for the year ended December 31, 2016 and 2015 respectively, were attributed to operations in China. The income tax expenses consisted of the following:

	December 31, 2016			December 31, 2015
Profit (Loss) before income tax	$	(484,914	)	$	(612,990	)
Temporary Difference		-			-
Permanent Difference		-			-
Taxable loss	$	(484,914	)	$	(612,990	)
China Enterprise Income Tax rate		25.0	%		25.0	%
Current tax credit	$	121,229		$	153,248
Less: Valuation allowance		(121,229	)		(153,248	)
	$	-		$	-

No deferred tax has been provided as there are no material temporary differences arising during the year ended December 31, 2016 and 2015.

F-27

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 13 – SEGMENT INFORMATION

FASB Accounting Standard Codification Topic 280 (ASC 280) “Segment Reporting” establishes standards for reporting information about operating segments in financial statements. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance.

In the year 2016 and 2015, the Company is regarded as a single operating segment, being engaged in the manufacturing of bio-fertilizer. This principal activity and geographical market are substantially based in the Mainland China, accordingly, no operating or geographical segment information are presented.

NOTE 14 – COMPREHENSIVE INCOME

Total comprehensive income includes, in addition to net income, changes in equity that are excluded from the consolidated statements of income and are recorded directly into a separate section of shareholders’ equity on the consolidated balance sheets. Comprehensive income and its components consist of the following:

Years Ended December 31,	2016			2015
Net loss	$	(1,049,897	)	$	(848,394	)
Other comprehensive income, net of tax
Foreign currency translation adjustment		(122,997	)		(134,252	)
Comprehensive loss	$	(1,172,894	)	$	(982,646	)

F-28

LUTU INTERNATIONAL BIOTECHNOLOGY LIMITED AND SUBSIDIARIES

Notes to Consolidated Financial Statements

NOTE 15 - COMMITMENTS AND CONTINGENCIES

Operating Leases

Certain of our real properties is operated under lease agreements. Rental expense under operating leases was as follows:

Years Ended December 31,	2016		2015
Rent expense	$	17,890	$	9,541
Total rent expense, net	$	17,890	$	9,541

Annual minimum payments under operating leases are as follows:

Years Ended December 31,	Minimum Lease Payment
2017	$	10,436
Total	$	10,436

NOTE 16 - GOING CONCERN

As of December 31, 2016, the Company has an accumulated deficits of $3,199,950, and its current liabilities exceed its current assets resulting in negative working capital of $7,333,603. In view of the matters described above, recoverability of a major portion of the recorded asset amounts and realization of the portion of current liabilities into revenue shown in the accompanying balance sheets are dependent upon continued operations of the Company, which in turn are dependent upon the Company's ability to raise additional financing and to succeed in its future operations. The Company may need additional cash resources to operate during the upcoming 12 months, and the continuation of the Company may be dependent upon the continuing financial support of investors, directors and/or stockholders of the Company. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

Management has taken the following steps to revise its operating and financial requirements, which it believes are sufficient to provide the Company with the ability to continue as a going concern. The Company is actively pursuing additional funding which would enhance capital employed and strategic partners which would increase revenue bases or reduce operation expenses. Management believes that the above actions will allow the Company to continue its operations throughout this fiscal year.

F-29

EX-99.2

EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The following unaudited pro forma condensed combined statement of operations of Lutu International Biotechnology Limited, (“Lutu International” or the "Company") gives effect to the merger of Lutu International and Green Vision Biotechnology Corp. ("GVBT") as if such transaction occurred at the beginning of the periods presented. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016 is derived from the audited financial statements of Lutu International for the year ended December 31, 2016 and unaudited financial statements of GVBT for the twelve months ended December 31, 2016.

The unaudited pro forma condensed combined balance sheet at December 31, 2016 gives effect to the Merger of Lutu International and GVBT as if such transaction occurred on December 31, 2016.  The unaudited pro forma condensed combined balance sheet is derived from the audited balance sheets of Lutu International as of December 31 2016 and unaudited balance sheet of GVBT as of December 31 2016.

The unaudited pro forma condensed combined financial data do not reflect the effects of any anticipated changes to be made by Lutu International in its operations from the historical operations and are presented for informational purposes only and should not be construed to be indicating (i) the results of operations or the financial position of Lutu International that actually would have occurred had the proposed merger been consummated as of the dates indicated or (ii) the results of operation or the financial position of Lutu International in the future.

The proposed Merger is expected to be accounted for as a reverse merger and it is the intention of the parties to discontinue the operations of GVBT immediately upon closing.

The following pro forma condensed combined financial data and notes are qualified in their entirety by reference to, and should be read in conjunction with, "Management's Discussion and Analysis of Financial Condition and Results of Operation," the consolidated financial statements and notes thereto of Lutu International and other historical information included elsewhere in this filing.

  

FF-1

Green Vision Biotechnology Corp.  

Proforma Condensed Combined Balance Sheet  

As of December 31, 2016

										Pro Forma
	Lutu International			GVBT			Adjustments			Combined
	(Audited)			(Unaudited)						(Unaudited)
Assets
Cash and cash equivalents	$	518,849		$	-		$	-		$	518,849
Accounts receivable, net		791,800									791,800
Inventories		231,976									231,976
Advance to suppliers		53,220									53,220
Other receivables		106,149									106,149
Amount due from related parties		1,814,133									1,814,133
Property, plant and equipment		3,117,449									3,117,449
Intangible assets		864,981									864,981
Long term lease prepayment		20,005									20,005
Total assets	$	7,518,562		$	-		$	-		$	7,518,562
Liabilities and stockholders’ deficit
Accounts payable	$	146,222		$	-		$	-		$	146,222
Advance from customer		11,511									11,511
Other payable		183,212									183,212
Other tax payable		27,233									27,233
Accrued expenses		118,560			7,218						125,778
Amount due to related parties		6,419,136			82,365						6,501,501
Amount due to holding company		3,943,856									3,943,856
Total liabilities		10,849,730			89,583			-			10,939,313
Stockholders’ deficit:
Common stock		100			60,790			(100	)		60,790
Additional paid in capital		42,780			(16,862	)		100			26,018
Accumulated other comprehensive loss		(174,098	)								(174,098	)
Accumulated deficit		(3,199,950	)		(133,511	)					(3,333,461	)
Total stockholders’ deficit		(3,331,168	)		(89,583	)		-			(3,420,751	)
Total liabilities and stockholders’ deficit	$	7,518,562		$	-		$	-		$	7,518,562

 

FF-2

Green Vision Biotechnology Corp.  

Proforma Condensed Combined Statement of Operations  

For the Year/Twelve Months Ended December 31, 2016  

	Lutu International			GVBT			Adjustments		Pro Forma Combined
	(Audited)			(Unaudited)					(Unaudited)
Revenues	$	1,276,722		$	-		$	-	$	1,276,722
Cost of revenue		944,987			-					944,987
Gross profit		331,735			-					331,735
Selling, general and administrative expenses		1,378,405			58,466					1,436,871
Loss from operations		(1,046,670	)		(58,466	)				(1,105,136	)
Other expenses		(3,227	)		-					(3,227	)
Loss from operations before income taxes		(1,049,897	)		(58,466	)				(1,108,363	)
Income tax provision		-			-					-
Net loss		(1,049,897	)		(58,466	)				(1,108,363	)
Other comprehensive loss:
Foreign currency translation loss		(122,997	)		-					(122,997	)
Comprehensive loss	$	(1,172,894	)	$	(58,466	)	$	-	$	(1,231,360	)
Per share information – basic and fully diluted:
Weighted average shares outstanding, basic and diluted										60,790,000
Net loss per share, basic and diluted									$	(0.02	)

 

FF-3

Green Vision Biotechnology Corp.

Notes to Condensed Combined Proforma Financial Statements

Note 1.  Description of the Transaction

On May 12, 2017, Green Vision Biotechnology Corp., a Nevada corporation (“GVBT”), entered into separate Investment Agreements (the “Investment Agreements”) with 3 shareholders (the “Investors”) of Lutu International Biotechnology Limited a Cayman Islands corporation (“Lutu International”) who are the owners of one hundred percent (100%) of the outstanding shares of Lutu International.  Pursuant to the terms of the Investment Agreements, each of the Investors agreed to make a direct investment in GVBT in the form of a contribution to GVBT of all shares of common stock of Lutu International owned by the Investor (“Lutu International Shares”), and GVBT agreed to issue to each of the Investors approximately 1,000,000 shares of common stock of the Registrant for each Lutu International Cayman Share invested in GVBT Nevada.  At the time of closing under the Investment Agreements, the Investors will invest a total of 100 Lutu International Cayman Shares (representing 100% of the outstanding stock of Lutu International) in GVBT, by transferring ownership of such shares to GVBT, and GVBT will issue a total of 100,000,000 shares of common stock of GVBT to the Investors in exchange for their Lutu International Cayman Shares.   The effect of the transaction will be to make Lutu International and its subsidiaries wholly-owned subsidiaries of GVBT, and to cause a change of control of GVBT.  Upon the completion of the closing, the Investors will own a total of 100,000,000 shares of common stock of GVBT representing 62.2% of its issued and outstanding common stock.

The transaction is being accounted for as a “reverse merger,” since the stockholders of Lutu International will own a majority of the outstanding shares of GVBT’s common stock immediately following the completion of the transaction.  Lutu International is deemed to be the accounting acquirer in the reverse merger.  Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements for periods prior to the transaction will be those of Lutu International and its subsidiaries, and will be recorded at the historical cost basis of Lutu International.  After completion of the transaction, GVBT’s consolidated financial statements will include the assets and liabilities of GVBT and Lutu International and its subsidiaries, the historical operations of Lutu International and its subsidiaries, and the operations of GVBT from the closing date of the transaction.

Note 2.  Presentation

The proforma condensed combined financial statements gives effect to the transaction as if occurred at the beginning of the periods presented.

FF-4