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

Date of Report (Date of earliest event reported): November 13, 2017 (November 10, 2017)

Spirit International, Inc.

(Exact name of registrant as specified in its charter)

Nevada	333-199965	47-1662242
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

56 Jianguo Rd, Chaoyang Qu, Beijing, China	100020
(Address of principal executive offices)	(Zip Code)

+86 001 400-004-8181

(Registrant’s telephone number, including area code)

2620 Regatta Drive

Suite 102

Las Vegas, NV 89128

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

TABLE OF CONTENTS

	Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	ii
EXPLANATORY NOTE	iii
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT	1
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS	1
THE SHARE EXCHANGE AND RELATED TRANSACTIONS	1
DESCRIPTION OF BUSINESS	2
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	33
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS	34
EXECUTIVE COMPENSATION	36
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS	36
MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	37
DESCRIPTION OF SECURITIES	37
LEGAL PROCEEDINGS	38
INDEMNIFICATION OF DIRECTORS AND OFFICERS	38
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES	38
ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT	38
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS	38
ITEM 8.01 OTHER EVENTS	39
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS	39

i

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Current Report contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and elsewhere. Any and all statements contained in this Report that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this Report may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the SEC, and (iv) the assumptions underlying or relating to any statement described in points (i), (ii), or (iii) above.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors. We disclaim any obligation to update the forward-looking statements contained in this Report to reflect any new information or future events or circumstances or otherwise.

Readers should read this Report in conjunction with our financial statements and the related notes thereto in this Report, and other documents which we may file from time to time with the Securities and Exchange Commission (the “SEC”).

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, the significant length of time and resources associated with the development of our products and services and related insufficient cash flows and resulting illiquidity, our inability to expand our business, significant government regulation of our industry, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this Report and includes the following:

● our relationship with, and our ability to influence the actions of, our members;

● improper action by our employees or members in violation of applicable law;

● adverse publicity associated with our products, services or network marketing organization, including our ability to comfort the marketplace and regulators regarding our compliance with applicable laws;

● changing consumer preferences and demands;

● our reliance upon, or the loss or departure of any member of, our senior management team which could negatively impact our member relations and operating results;

● the competitive nature of our business;

● regulatory matters governing our products and services, including potential governmental or regulatory actions concerning our products and services risks associated with operating internationally and the effect of economic factors, including foreign exchange, inflation, disruptions or conflicts with our partners, pricing and currency devaluation risks;

● uncertainties relating to the application of transfer pricing, duties, value added taxes, and other tax regulations, and changes thereto;

● adverse changes in the Chinese economy;

● our dependence on increased penetration of existing markets;

● contractual limitations on our ability to expand our business;

● our reliance on our information technology infrastructure and outside service providers and manufacturers;

● the sufficiency of trademarks and other intellectual property rights;

● changes in tax laws, treaties or regulations, or their interpretation;

● taxation relating to our members; and

● share price volatility related to, among other things, speculative trading and certain traders shorting our common shares.

ii

EXPLANATORY NOTE

We were incorporated as Sprit International, Inc. in Nevada on March 10, 2014. Prior to the Share Exchange (as defined below), we were an imported liquor distributor.

On November 10, 2017, we completed and closed a share exchange (the “Share Exchange”) under a Share Exchange Agreement (the “Share Exchange Agreement”) of the same date by and among us, I JIU JIU Limited, a British Virgin Island company (“I JIU JIU”) and the shareholders of I JIU JIU pursuant to which I JIU JIU became a wholly owned subsidiary of ours. In the Share Exchange, all of the outstanding shares of I JIU JIU were converted into shares of our Common Stock, as described in more detail below.

As a result of the Share Exchange, we discontinued our pre-Share Exchange business and acquired the businesses of I JIU JIU and will continue the existing business operations of I JIU JIU as a publicly-traded company.

In accordance with the “reverse acquisition” accounting treatment, our historical financial statements as of period ends, and for periods ended, prior to the acquisition, will be replaced with the historical financial statements of Beijing Jiucheng Asset Management Co. Ltd. prior to the Share Exchange in all future filings with the SEC.

As used in this Current Report henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms the “Company,” the “Registrant,” “we,” “us,” and “our” refer to Spirit International, Inc., incorporated in Nevada, after giving effect to the Share Exchange.

This Current Report contains summaries of the material terms of various agreements executed in connection with the transactions described herein. Such agreements are filed as exhibits hereto and incorporated herein by reference.

This Current Report is being filed in connection with a series of transactions consummated by the Company and certain related events and actions taken by the Company.

This Current Report responds to the following Items in Form 8-K:

Item 1.01 Entry into a Material Definitive Agreement

Item 2.01 Completion of Acquisition or Disposition of Assets

Item 3.02 Unregistered Sales of Equity Securities

Item 5.01 Changes in Control of Registrant

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 8.01 Other Events

Item 9.01 Financial Statements and Exhibits

iii

  
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

The information contained in Item 2.01 below relating to the various agreements described therein is incorporated herein by reference.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

THE SHARE EXCHANGE AND RELATED TRANSACTIONS

Share Exchange Agreement

On November 10, 2017 (the “Closing Date”), the Company, I JIU JIU Limited (“I JIU JIU”) and the shareholders of I JIU JIU entered into the Share Exchange Agreement, which closed on the same date. Pursuant to the terms of the Share Exchange Agreement, we issued 8,000,000 new shares of our common stock, par value $0.0001 per share (the “Common Stock”) for all of the outstanding capital stock of I JIU JIU with the result that I JIU JIU became a wholly owned subsidiary of ours.

Pursuant to the Share Exchange, we acquired the business of the I JIU JIU, which is to engage in online consumer finance business and facilitate loan process for small and medium sized enterprises (“SMEs”) and individuals in the People’s Republic of China (“PRC” or “China”) through online platform. As a result, we have ceased to be a shell company.

At the closing of the Share Exchange, 50,000 shares of I JIU JIU’s capital stock issued and outstanding immediately prior to the closing of the Share Exchange were exchanged for 8,000,000 shares of our common stock.

As a result, an aggregate of 8,000,000 shares of our common stock were issued to the stockholders of I JIU JIU.

The Share Exchange Agreement contained customary representations and warranties and pre- and post-closing covenants of each party and customary closing conditions.

The Share Exchange will be treated as a recapitalization of the Company for financial accounting purposes. I JIU JIU will be considered as the accounting acquirer for accounting purposes, and our historical financial statements before the Share Exchange will be replaced with the consolidated historical financial statements of I JIU JIU before the Share Exchange in all future filings with the SEC.

The Share Exchange is intended to be treated as a tax-free reorganization under the Internal Revenue Code of 1986, as amended.

The issuance of shares of our Common Stock to holders of I JIU JIU’s capital stock in connection with the Share Exchange was not registered under the Securities Act, in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act, which exempts transactions by an issuer not involving any public offering, Regulation D promulgated by the SEC under that section and/or Regulation S promulgated by the SEC. These securities may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirement, and some of these securities are subject to further contractual restrictions on transfer as described below.

The form of the Share Exchange Agreement is filed as an exhibit 2.1 to this Report. 

Share Cancellation Agreement

In connection with the Share Exchange Agreement, the Company’s majority shareholder, Kimho Consultants Company Limited, (“Kimho” or the “Majority Shareholder”) entered into a share cancellation agreement with I JIU JIU’s stockholders whereby Kimho, owning an aggregate of 4,000,000 shares of the Company’s Common Stock agreed to cancel all its 4,000,000 shares of Common Stock in exchange of $440,000 paid by I JIU JIU’s stockholders (“Share Cancellation”).

The form of the Share Cancellation Agreement is filed as an exhibit 2.2 to this Report.

Departure and Appointment of Directors and Officers

Our Board of Directors currently consists of one member. On November 10, 2017, Zur Dadon, our current sole director, resigned his position as a director, which will become effective on November 22, 2017 and Xiangbin Meng was appointed to the Board of Directors, effective on November 22, 2017.

1

On November 10, 2017, pursuant to the Share Exchange Agreement, Mr. Zur Dadon, our Chief Executive Officer, Chief Financial Officer, President, Secretary and Treasurer before the Share Exchange, resigned from these positions (“Resignations”), and Xiangbin Meng was appointed as our President, Xuefei Kang was appointed as our Chief Executive Officer, and Jinhua Shao was appointed as Chief Financial Officer and Secretary (“Appointments”). Both Resignations and Appointment will become effective on November 22, 2017.

See “Management – Directors and Executive Officers” below for information about our new directors and executive officers.

Pro Forma Ownership

Immediately after giving effect to the Share Exchange, there were 9,110,000 issued and outstanding shares of our Common Stock, as follows:

● the stockholders of I JIU JIU prior to the Share Exchange hold 8,000,000 shares of our Common Stock; and

● the stockholders of the Company prior to the Share Exchange hold the remaining 1,110,000 shares of our Common Stock.

No other securities convertible into or exercisable or exchangeable for our Common Stock are outstanding.

Our Common Stock is quoted on the OTC Pink Markets (“OTC Pink”) under the symbol “SRTN.” 

Accounting Treatment; Change of Control

The Share Exchange is being accounted for as a “reverse acquisition,” and I JIU JIU is deemed to be the accounting acquirer in the reverse acquisition. Consequently, the assets and liabilities and the historical operations that will be reflected in the financial statements prior to the Share Exchange will be those of I JIU JIU and will be recorded at the historical cost basis of I JIU JIU and the consolidated financial statements after completion of the Share Exchange will include the assets and liabilities of I JIU JIU, historical operations of I JIU JIU and operations of the Company and its subsidiary from the closing date of the Share Exchange. As a result of the issuance of the shares of our Common Stock pursuant to the Share Exchange, a change in control of the Company occurred as of the date of consummation of the Share Exchange. Except as described in this Current Report, no arrangements or understandings exist among present or former controlling stockholders with respect to the election of members of our Board of Directors and, to our knowledge, no other arrangements exist that might result in a change of control of the Company.

We continue to be a “smaller reporting company,” as defined under the Exchange Act, following the Share Exchange.

DESCRIPTION OF BUSINESS

Immediately following the Share Exchange, the businesses of Beijing Jiucheng became our businesses. Beijing Jiucheng is engaged in consumer lending and risk management services.

Overview

We are a holding company that, through our wholly-owned subsidiaries, I JIU JIU Limited, a British Virgin Islands company (“I JIUJIU”), Ruixiang Technology Group, Ltd., a Hong Kong company (“Ruixiang”) and Beijing Jiucheng IT Consulting Enterprise Co. Ltd, a People’s Republic of China company (“Jiucheng Consulting” or “WFOE”) and our contractually controlled and managed company, Beijing Jiucheng Asset Management Co., Ltd., a People’s Republic of China company (“Beijing Jiucheng”), operates an electronic online financial platform, “www.9caitong.com,” which is designed to match investors with small and medium-sized enterprises (“SMEs”) and individual borrowers in China. We believe our services provide an effective solution for under-served SME and individual borrowers who need access to financing.

We generate revenue from our services that facilitate matching lenders, who we refer to as investors, with individual and SME borrowers. We typically charge borrowers a loan facilitation process and matching services fee between 1% and 1.5% per month of the loan amount, depending on the duration of the loan, for each effected loan facilitated by us. Additionally we charge a separate fee from borrowers for each loan repayment facilitated by us, which is based on an agreed upon percentage around 0.5% per month on the borrowing times the duration of the loan.

2

Due to PRC legal restrictions on foreign ownership and investment in, among other areas, value-added telecommunications services, which include internet content providers, or ICPs, we, similar to all other entities with foreign-incorporated holding company structures operating in our industry in China, have to operate our internet businesses and other businesses in which foreign investment is restricted or prohibited in the PRC through wholly foreign-owned enterprises, majority-owned entities and variable interest entities. Accordingly, we plan to continue operating our online financial platform in China through Beijing Jiucheng, which is wholly-owned by two Chinese shareholders, but is contractually controlled and managed through our wholly-owned WFOE.

The contractual arrangements between WFOE and Beijing Jiucheng (defined below) collectively enable us to exercise effective control over, and realize substantially all of the economic risks and benefits arising from Beijing Jiucheng. See “Contractual Arrangements among WFOE, Beijing Jiucheng and Beijing Jiucheng’s Shareholders.” The contractual arrangements may not be as effective in providing operational control as direct ownership. As a result, we include the financial results of Beijing Jiucheng in our consolidated financial statements in accordance with generally accepted accounting principles in the United States, or U.S. GAAP, as if it were our wholly-owned subsidiary.

We conduct our business primarily in Beijing, People’s Republic of China. Our principal executive offices are located at G2 Tianyangyunhe, No. 56, Jianguo Road, Chaoyang District, Beijing, China.

Corporate History and Structure of our PRC Operation

Corporate Organization Chart

The following is an organizational chart setting forth our corporate structure, immediately following the Closing:

History

As described above, we were incorporated in Nevada as Sprit International, Inc. on March 10, 2014. Our original business was to engage in imported liquor distribution. In connection with the Share Exchange, our Board determined to discontinue operations in this area and to seek the new business opportunity prescribed by the acquisition of I JIU JIU. As a result of the Share Exchange, we have acquired the business of I JIU JIU.

Share Purchase by Kimho Consultants Company Limited

On October 16, 2017, the Company entered into a Stock Purchase Agreement (the “SPA”) with Kimho Consultants Company Limited, a Hong Kong limited liability company (the “Purchaser”) and Mr. Zur Dadon (the “Seller”), pursuant to which the Purchaser acquired 4,000,000 shares of common stock of the Company (the “Shares”) from Seller for an aggregate purchase price of $430,000 (“Stock Purchase”). The transaction contemplated in the SPA closed on October 17, 2017 (the “Closing”). The Stock Purchase is a private transaction exempt from registration pursuant to Regulation S of the Securities Act of 1933, as amended (the “Act”). 

3

As the result of the Closing, the Purchaser became the beneficial owner of approximately 78.3% of the Company’s issued and outstanding common stock. The Shares constitute “restricted securities” within the meaning of Rule 144 of the Act and may not be sold, pledged, or otherwise disposed of by the Purchaser without restriction under the Act and applicable state securities laws. The transaction has resulted in a change in control of the Company.

I JIU JIU is a limited liability company organized on April 12, 2017 under the laws of the British Virgin Islands and after the Share Exchange is a direct, wholly-owned subsidiary of the Company. I JIU JIU is a holding company that has no operations and no assets other than its ownership of Ruixiang Technology Group, Ltd. (“Ruixiang”).

Ruixiang is a limited liability company organized on September 12, 2016 under the laws of the Hong Kong Special Administrative Region of the PRC. It is the wholly owned subsidiary of I JIU JIU. Ruixiang is a holding company that has no operations and no assets other than its ownership of Beijing Jiucheng IT Consulting Co. Ltd. (“Jiucheng Consulting” or “WFOE”).

Jiucheng Consulting is a limited liability company organized on Janaury 24, 2017 under the laws of the PRC. Jiucheng Consulting is a wholly-owned subsidiary of Ruixiang with the business purposes of providing risk management-related financial consulting services to Beijing Jiucheng Asset Management Co. Ltd. (“Beijing Jiucheng”) and to enter into certain agreements with Beijing Jiucheng and its shareholders pursuant to which Jiucheng Consulting provides certain services to Beijing Jiucheng.

Beijing Jiucheng is a limited liability company organized on January 13, 2012 under the laws of the PRC and is specialized in providing an online consumer lending platform facilitating loans to SMEs, sole proprietors and individuals in China. Beijing Jiucheng is owned by two shareholders, one is a legal person and the other one is a natural person. Beijing Jiucheng and its shareholders entered into certain variable interest entity contracts with WFOE pursuant to which 90% of the total profits of Beijing Jiucheng are paid to WFOE, and in connection with entering into such contracts, Beijing Jiucheng is contractually controlled by WFOE.

Contractual Arrangements among WFOE, Beijing Jiucheng and Beijing Jiucheng’s Shareholders

WFOE, Beijing Jiucheng and/or Beijing Jiucheng shareholders have executed the following agreements and instruments, pursuant to which the Company, through its subsidiary WFOE, controls Beijing Jiucheng: Equity Pledge Agreement, Exclusive Technical Consultancy and Services Agreement , Exclusive Call Option Agreement, Shareholder Proxy Agreement, and Operating Agreement (the “VIE Agreements”). Each of the VIE Agreements is described below and became effective upon its execution.

Exclusive Technical Consultancy and Services Agreement  

Pursuant to the Exclusive Technical Consultancy and Services Agreement (“Consulting Service Agreement”‘) between Beijing Jiucheng and WFOE, WFOE provides Beijing Jiucheng with certain technical consulting and related services as below on an exclusive basis (“Services”):

a). To provide series of services to maintain the server and manage the network platform;

b). To develop and update the Internet applications of the server, and its application to www.9caitong.com operated by Beijing Jiucheng;

c). To develop and update the application software of the Internet users;

d). To provide technical services of electronic commerce, including but not limited to the design and maintenance of the electronic commerce platform;

e). To provide technical services of advertising design plan, software design, website programming etc., and administrative and consulting advices to Beijing Jiucheng in connection with the advertising operation of Beijing Jiucheng;

f). To provide the training of technology and technicians;

g). To support the needs of Beijing Jiucheng for personnel;

h). Other services recognized by both Jiucheng Consulting and Beijing Jiucheng.

For Services rendered to Beijing Jiucheng by WFOE under this Consulting Service Agreement, WFOE is entitled to collect a service fee calculated based on an amount equal to 90% of Beijing Jiucheng’s profits before tax for the period the Services were provided by WFOE. In the event that Beijing Jiucheng makes a loss, no amount shall be paid or refunded to Beijing Jiucheng by WFOE. The service fees will be calculated and paid by Beijing Jiucheng quarterly in arrears within one month of the end of each financial quarter of Beijing Jiucheng in respect of the Services provided during that quarter.

4

The Consulting Service Agreement shall remain in effect for 10 years unless it is terminated by WFOE at its discretion with 30-days prior notice. Beijing Jiucheng does not have the right to terminate the Consulting Service Agreement unilaterally. WFOE may at its discretion unilaterally extend the term of the Consulting Service Agreement for another 10 years.

The foregoing description of the Exclusive Technical Consultancy and Services Agreement does not purport to be complete and is qualified in its entirety by reference to the Exclusive Technical Consultancy and Services Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Equity Pledge Agreement

Under the equity pledge agreement (“Equity Pledge Agreement”) between the shareholders of Beijing Jiucheng (“Shareholders”) and WFOE, 2 shareholders of Beijing Jiucheng pledged all of their equity interests in Beijing Jiucheng to WFOE to guarantee the secured indebtedness caused by failure of performance of Beijing Jiucheng’s and its shareholders’ obligations under the Exclusive Technical Consultancy and Services Agreement. Shareholders agree that during the terms of Equity Pledge Agreement, without the prior written consent of Jiucheng Consulting (the pledgee), Shareholders shall not transfer or seek to transfer the equity Interests, nor shall they establish or permit to be established any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rights and interests of WFOE. WFOE is entitled to collect all dividends declared and paid arising out of the pledged equity interests. During the term of the Pledge Agreement, the pledged equity interests cannot be transferred without Beijing Jiucheng’s prior written consent. The Shareholders of Beijing Jiucheng also agreed that upon occurrence of any event of default, WFOE is entitled to exercise the right of pledge, meaning the priority right entitled by WFOE to claim the consulting and services fees, which WFOE is entitled to under the Consulting Service Agreement from funds obtained through conversion, auction or sale of the pledged equity interests. The Shareholders of Beijing Jiucheng further agreed not to dispose of the pledged equity interests or take any actions that would prejudice WFOE’s interest.

The Equity Pledge Agreement shall be effective until all obligations under the Consulting Service Agreements have been performed by Beijing Jiucheng or when the Consulting Service Agreement is terminated.

The foregoing description of the Equity Pledge Agreement does not purport to be complete and is qualified in its entirety by reference to the Equity Pledge Agreement, a copy of which is filed herewith as Exhibit 10.2 and is incorporated herein by reference.

Exclusive Call Option Agreement

Pursuant to the Exclusive Call Option Agreement, each shareholder of Bejing Jiucheng has irrevocably granted Ruixiang Technology Group Limited (“Ruixiang”) an exclusive option to purchase, or have its designated person or persons to purchase, at its discretion, to the extent permitted under PRC Law, all or part of the equity interests in Beijing Jiucheng. When Ruixiang exercises the aforesaid call option, Ruixiang shall send to shareholders of Beijing Jiucheng a Notice of Equity Purchase and such Notice shall contain the following matters: (a) the decision of Ruixiang to exercise the call option; (b) the number of shares to be purchased by Ruixiang; and (c) purchase date and transfer date of the equity interests.

The Price for the aforesaid equity interests will be agreed in good faith between the parties as soon as reasonably practicable following service of a Notice of Equity Purchase and in any event the price shall be the lowest price permitted by PRC Law.

The Exclusive Call Option Agreement will remain effective for a term of 10 years and may be renewed at WFOE’s discretion for another 10 years.

The foregoing description of the Exclusive Purchase Option Agreement does not purport to be complete and is qualified in its entirety by reference to the Exclusive Purchase Option Agreement, a copy of which is filed herewith as Exhibit 10.3 and is incorporated herein by reference.

Shareholder Proxy Agreement

Pursuant to the Shareholders’ Proxy Agreement, each shareholder of Beijing Jiucheng has irrevocably appoints WFOE to act as a shareholder of the Company and to exercise all shareholder rights, including, but not limited to, attending shareholder meeting, voting on all matters that require shareholder resolution and any other shareholder rights empowered by article of association of the Company.

5

The Shareholder Proxy Agreement shall be continuously valid with respect to each Beijing Jiucheng shareholder from the date of execution of the Power of Attorney, so long as such Beijing Jiucheng shareholder is a shareholder of Beijing Jiucheng. WFOE is entitled to terminate the Power of Attorney unilaterally at its discretion by the written notice to Beijing Jiucheng.

The foregoing description of the Shareholder Proxy Agreement does not purport to be complete and is qualified in its entirety by reference to the Power of Attorney, a copy of which is filed herewith as Exhibit 10.4 and is incorporated herein by reference.

Operating Agreement

Pursuant to the Operating Agreement (“Operating Agreement”) entered among WFOE, Beijing Jiucheng, and shareholders of Beijing Jiucheng, whenever Beijing Jiucheng enters into a business contract or agreement with any third party, WFOE shall sign, with such third party upon its request, a written agreement to be the performance guarantor of Beijing Jiucheng by furnishing a guaranty for Beijing Jiucheng’s performance under such contract or agreement in order to ensure the normal operation of Bejing Jiucheng’s business. As counter security, Beijing Jiucheng agrees that it shall mortgage and assign absolutely to WFOE its accounts receivable and all of its assets.

Beijing Jiucheng and its shareholders also irrevocably undertakes to and covenants with WFOE that the Company, without the prior written consent of WFOE or its designee, shall not engage in any transaction that may materially and adversely affect the assets, obligations, rights, and operations of the Company.

Beijing Jiucheng and its shareholders agree to accept company policies and instructions provided by WFOE from time to time concerning the employment and termination of working staff, daily operations and management, and financial management systems and other similar policies relating to Beijing Jiucheng

.

Beijing Jiucheng and its shareholders shall also appoint and, if requested by WFOE, remove the persons designated by WFOE to be the directors of the Company, and senior management personnel employed by, and as designated by, WFOE to be the general manager, chief financial officer and other senior management personnel of the Company. If the directors or senior management personnel designated by WFOE as aforesaid cease to be employed or engaged by Beijing Jiucheng, regardless of whether they resign or are dismissed by WFOE, such persons shall lose the qualification of being in charge of any post of the Company. Under such circumstances, Beijing Jiucheng and its shareholders shall appoint other senior management personnel designated by WFOE to assume such posts.

Beijing Jiucheng and its shareholders, agree and confirm that, if Beijing Jiucheng is in need of any other guaranty for its performance or security for borrowing to finance its working capital, it shall first seek guaranty or security from WFOE. Under such circumstances, WFOE is entitled to decide whether to furnish proper guaranty or security for Beijing Jiucheng based on its own judgment. If WFOE decides not to furnish such guaranty or security for Beijing Jiucheng, it shall notify Beijing Jiucheng in writing in time, and thereafter, Beijing Jiucheng can seek guaranty or security from any Third Party.

This Operating Agreement is valid for a term of 10 years unless terminated earlier by WFOE with a 30-day written notice, provided that WFOE can extend the agreement before its expiration.

In the opinion of our PRC counsel, Beijing Dentons Law Offices, LLP (Shenzhen), these contractual arrangements are valid, binding and enforceable under current PRC laws. There are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations, and there can be no assurance that the PRC government will ultimately take a view that is consistent with the opinion of our PRC counsel.

The foregoing description of the Power of Attorney does not purport to be complete and is qualified in its entirety by reference to the Power of Attorney, a copy of which is filed herewith as Exhibit 10.5 and is incorporated herein by reference.

Our authorized capital stock currently consists of 75,000,000 shares of Common Stock, par value $0.0001. Our Common Stock is quoted on the OTC Pink Markets (Pink) under the symbol “SRTN.”

Our principal executive office is located at G2 Tianyangyunhe, No. 56, Jianguo Road, Chaoyang District, Beijing, China. Our telephone number is (86) (001) 400-004-8181. Our website address is http://www.9caitong.com.

6

Our Service

We primarily operate our business through an electronic online financial platform, www.9caitong.com (“website”), which is designed to match investors with SME and individual borrowers in China. We have developed user-friendly mobile applications for borrowers and investors (“mobile apps”, collectively with our website, the “platform”), which enable borrowers and investors alike to access our platform at any time or location that is convenient. We launched our first mobile application in April, 2016.

Our online platform only offers secured loan, particularly loan secured by vehicles owned by borrowers. Unlike most other Peer-to-Peer (“P2P”) lending companies which provide unsecured loans supported only by the borrower’s creditworthiness, our online platform offers secured auto equity loans and is only accessible to borrowers who can pledge their own automobiles as collaterals.

Historically, we employed a business model where the borrower does not directly sign the loan and loan contract. Instead, the borrower signs a loan contract with a third-party individual called personal loan provider. Personal loan provider lends the money to the borrower, and then transfer the debt to the investors via an intermediary. Under this business model, we provided intermediary platform to a personal loan provider, personal loan borrowers and investors and charges fees for our services. In light of the recent development of the PRC regulations regarding P2P companies, we ceased to operate under this creditor transfer model in April 2016.

We currently adopt the entrusted loan structure as we believe this particular business model is effective and safe for both borrowers and investors.

The following diagram illustrates our current business model

Our Online Platform

Our online platform “Jiucaitong” captures significant opportunities presented by a financial system that leaves many creditworthy individuals and SMEs underserved. We match qualified borrowers who have completed profiles that are available on the platform with investors. Once an investor decides to proceed with a specific loan, and the borrower accepts the terms of the loan, our system automatically generates electronic loan contracts for execution. When the closing conditions are satisfied, our system directs the investors to the third party payment platform to consummate the loan. The loan is deposited to a third-party custodian bank “Yibin Commercial Bank” (“Custodian Bank”). The Custodian Bank provides the loan to qualified borrower according to the terms of the loan contract. Borrowers provide monthly repayments to the Custodian Bank, while the Custodian Bank directs monthly return to investors. The loans we facilitate are usually short term loans that range from one month to twelve months with interest rates ranging from 6% to 10% per annum.

7

Loan Transaction Process

We provide a streamlined application process combining both online and offline features. To borrowers and investors alike, we have designed the process to appear simple, seamless and efficient, utilizing sophisticated, proprietary technology to make it possible. The entire process, from posting the loan application on our platform to disbursement of funds, takes no longer than 20 days but, more typically, only one to three days. Although we do allow a borrower to have multiple outstanding loans on our platform, as a safety measure to prevent loan default, each vehicle a borrower owns can only secure one loan. Using one vehicle as collateral for multiple loans is strictly prohibited. This restriction on lending prevents a borrower from borrowing a new loan to pay off the old loan resulting in an increase in the borrower’s total debt. The platform monitors and review borrowers, therefore preventing a “roll over” of loans.

Set forth below is a description of the steps in our online loan transaction.

Step 1: Online Application Submission

Our borrower application process begins with the submission of a loan application by a prospective borrower. Borrowers can apply through either our website or mobile applications. As part of our online application process, the prospective borrower is asked to provide various personal background information. The specific personal information required will depend upon the borrower’s desired loan product, but typically include PRC identity card information, employer information, bank account information, credit card information and a credit report from the People’s Bank of China (“PBOC”). Given that we almost exclusively provide secured loans with vehicles as collaterals, namely auto equity loan, we also require prospective borrowers to provide documentation specifically related to the vehicles they intend to use as collaterals (“Vehicle-Related Documents”). Vehicle-Related Documents typically include motor-vehicle registration certificate, vehicle license of PRC, and certificate of title for a vehicle and etc.

New investors can register an account with our online platform in which they input their PRC identity card information and bank account information. We employ a system whereby Yibin Commercial Bank is in charge of the investor custody accounts.

Step 2: On-Site Inspection and In-Person Interview

Once we receive a prospective borrower’s application, we then proceed to schedule an on-site inspection of such borrower’s collateral. Our in-house collateral specialist conducts a full aspect of inspection regarding a vehicle’s purchase date, mileage, whether it has been in a serious accident, whether the borrower has a good title to the vehicle and etc. We have the right to deny a borrower’s application right after inspection if any serious problem is identified in connection with the vehicle purported to be used as collateral.

Once the 1 to 3 days on-site inspection completed, our risk management manager then requests a prospective borrower to come to our office for an in-person interview. This is an opportunity for our risk management team to have an in-depth examination of the information supplied by a prospective borrower. During the in-person interview, our risk management manager typically evaluates the following issues regarding a prospective borrower:

confirm the loan amount, term and purpose of the loan;

confirm the source of repayment and the prospective borrower’s ability to repay;

confirm the ownership of the collateral;

investigate whether the prospective borrower has other debt obligations;

Based on the evaluation, our risk management manager may choose to allow a prospective borrower to pass the interview, request a prospective borrower to provide more evidence in support of his/her loan application, or deny the loan application altogether. Risk management manager is responsible for preparing an inspection report after on-site inspection and in-person interview.

8

Step 3: Verification

After a prospective borrower passes on-site inspection and in-person interview, all information contained in the submitted loan application and inspection report are cataloged and categorized based on the type such as identity information, personal credit information, vehicle-related information and etc. Additional data from several internal and external sources is then matched with the different types of information contained in an application, including but not limited to the following:

Internal

historical credit data accumulated through our online platform; and

behavioral data that we glean from an applicant’s behavior as they apply to us for loans, such as the self-reported use of proceeds or use of multiple devices to access our platform;

External

credit database maintained by our risk management department;

personal identity information maintained by an organization operated under the Ministry of Public Security;

personal credit information maintained by an organization operated under PBOC;

vehicle valuation report issued by reputable auto appraiser;

lien search report from local Motor Vehicle Administration;

online data from internet or wireless service providers, including social network information;

credit card statement data authorized by applicants; and

fraud list and database.

This data is gathered for the purpose of verifying an applicant’s identity and financial status, for possible fraud detection and for assessment and determination of creditworthiness.

Step 4: Anti-Fraud, Credit Assessment and Determination

Once an application has been verified, we then begin the process of screening applicants. For the purpose of efficiently screening applicants, we review the basic information regarding a prospective borrower that has been submitted with the application and gathered by us from available sources. We currently permit borrowers to hold multiple loans on our platform, but each vehicle a borrower owns can only secure one loan. A borrower is strictly prohibited from using the same vehicle to secure loans from multiple lending platforms. Because motor vehicles are heavily regulated by Motor Vehicle Administration in China, we can effectively determine whether a borrower has used his/her vehicle to obtain loans through other consumer finance marketplaces. Once complete, an initial check is performed using our anti-fraud system, and the prospective borrower’s loan application either proceeds to the next phase of the application process or the prospective borrower is notified of the decision to deny the application.

Following initial qualification, we will assign a credit rating to the perspective borrower based on his credit history, business activities being undertaken, assets and other criteria. Our credit scoring system utilizes our own scoring criteria, and is routinely monitored, tested, updated and validated by our risk management team. Following the generation of the credit ratings, we make a determination as to whether the prospective borrower is qualified. Unqualified borrowers are notified of the decision to deny their applications for failing to meet minimum requirements.

Step 5: Approval, Listing and Funding

Once the loan application is approved, a loan agreement is generated online for the prospective borrower’s review and approval. This loan agreement is between the borrower, the investors who fund the borrower’s loan and our platform. Upon acceptance of the loan agreement, the loan is then listed on our online platform for investors to view. Once a loan is listed on our online platform, investors may then subscribe to the loan using our self-directed investing tools. Due to recent development in PRC regulations on illegal fund raising, we act as a platform for borrowers and investors and are not a party to the loans facilitated through our platform. In addition, we do not directly receive any funds from investors in our own accounts as funds loaned through our platform are deposited into and settled by a third-party bank Yibin Commercial Bank., a qualified banking financial institution, as our funding depository service provider. Yibin Commercial Bank is in charge of disbursing and repaying loans. Both the investor and the borrower open accounts with Yibin Commercial Bank and authorize Yibin Commercial Bank to manage their accounts. The investor funds the loan amount in his/her account with Yibin Commercial Bank, which disburses loan amount to the borrower net of our service fees, which is remitted to us.

9

When the borrower repays the loan to Yibin Commercial Bank, they deposit the loan repayment management fee along with the principal loan amount and interest. Yibin Commercial Bank then disburses the principal loan amount and interest back to the investor and remits the repayment management fee to us.

Currently, investors are not charged for deposits made to their accounts in Yibin Commercial Bank. However, borrowers are charged for a processing fee by Yibin Commercial Bank in the amount of 0.15% per month (with a minimum of RMB2) of the loan amount when the funds are deposited into the borrower’s Yibin Commercial Bank account. When borrowers and investors withdraw money from their Yibin Commercial Bank accounts, they pay a processing fee ranging between RMB 2 to RMB 8. Our liquidity management system is designed to ensure the fast and effective matching of borrowers’ loan applications and investors’ investment demand through the use of a detailed demand forecasting model and real time monitoring. Once a loan is fully subscribed, funds are then drawn from a custody account and disbursed to the borrower.

Step 6: Post-Funding Supervisory

After the loan is provided to the borrower, Yibin Commercial Bank will monitor the borrower’s performance and will provide the platform with the feedback on the borrower’s credit condition, contract performance and debt repayment capabilities. In the event of any material development resulting in a negative turn in a borrower’s financial standing and potential ability to repay its loan, our risk management team will take the proper action to avert or minimize the risk of non-payment. One week before the loan is due, the risk control department informs Yibin Commercial Bank if any and the borrower and supervise the repayment of the loan.

Step 7: Collections

Our online platform is well equipped to constantly monitor and track payment activity. With most advanced built-in payment tracking functionality and automated missed payment notifications, the online platform enables us to monitor the performance of outstanding loans on a daily basis. As part of risk management procedure, we also provide service to the investors and assist the investors in collection of any outstanding debts in connection with the loan facilitated on our platform.

In the event of a non- or partial repayment of a loan by the borrower, we reserve the right to start vehicle repossession process to reduce or eliminate the outstanding debt.

We may also assist investors with the sale or auction of collateral or directly initiate actions to recover payment from the borrower.

 Fees

For our major services of matching investors and borrowers through our online platform, we typically charge borrowers a loan facilitation process and matching services fee between 1% to 1.5% per month of the loan amount facilitated by us, depending on, among other things, the duration of the loan. The loan facilitation process and matching services fee is payable when the borrowers receive the loans in their accounts with Yibin Commercial Bank, which will separate the loan facilitation process and matching services fee from the loan amount and send it to our account. Additionally we charge a separate fee from borrowers for each loan repayment facilitated by us, which is based on an agreed upon percentage around 0.5% per month on the borrowing times the duration of the loan. The loan repayment management fee is payable when the borrower repays its loan. In addition to the loan amount, they would have to deposit the repayment management fee to their accounts with Yibin Commercial Bank, which will send the loan repayment to the investors’ accounts and repayment management fee to our account. Currently, we do not charge any service fees to our investors.

Risk Management Service

Although financial risk management industry is still in its infancy in China, we are confident that our risk management capabilities give us an edge in attracting capitals to our online platform by consistently offering investors assurance that they are investing in high quality loans through a sustainable and secure channel.   

We minimize credit risk on behalf of our investors by implementing the following measures:

i. We evaluate the borrower’s repayment ability by conducting on-site inspection and in-person interviews; a prospective borrower is required to go through multiple round of reviews before his/her loan application is approved;

ii. We fully utilize third-party tools and services to obtain accurate and objective evaluation of a prospective borrower’s collateral; we allow and encourage our investors  to review our collateral evaluation report before they enter into loan contracts;

iii. We maintain effective communication channel with our custodian bank to closely monitor borrowers’ repayment performance and provide timely updates to our investors to reduce the risks of bad debts.

10

Risk management is an inseparable part of the financial services we provide. Our risk management department functions independently, creates detailed risk management policies, loan management rules, and operation guidelines. The risk management department provides an independent expert assessment on the borrowers’ credentials in accordance with our loan policy and resolutely denies the applications of unqualified borrowers.

We always strive to be one step ahead of our peers in terms of technology. Our online platform employs a third-party credit assessment system for our Peer-to-Peer (“P2P”) loan business. The borrower’s actual financial condition and credit history provided by third-party credit assessment agencies greatly assist our evaluation of the borrower’s loan application. The purpose of the risk management in the financial business we engaged in is to minimize the risk of investor’s investment and to protect the safety of the online platform and therefore increase lending activities.

We also implement a popular risk management model that covers the entire loan transaction process. Our risk management department divides risk managements into three stages: pre-lending, during-lending, and post-lending. “Pre-lending stage” emphasizes due diligence, including on-site inspections in order to obtain first-hand materials. “During-lending stage” emphasizes standardized operations and execution of operating procedures according to the contract in order to avoid mistakes. “Post-lending stage” emphasizes notification mechanism and implements all-around debt collection mechanism for post-due debt, including on-site inspection, account review, control of material assets, exposure of delinquent activities, and legal recourse of litigation in order to protect the investor’s rights.

After the loan is provided to the borrower, Yibin Commercial Bank will monitor the borrower’s performance and will provide us with the feedback on the borrower’s credit condition, contract performance and debt repayment capabilities. In the event of any material development resulting in a negative turn in a borrower’s financial standing and potential ability to repay its loan, our management will recommend the proper action to take to minimize the risk of non-payment.

Finally, we also provide assistance to the investors in taking all necessary legal recourse against a defaulted party. As an intermediary between the borrower and the investor, we deem ourselves to be independent from the debtor-creditor relationship and do not believe that we are a proper party to any lawsuits arising from the borrowers’ defaults. However, we may offer necessary assistance to the investors, such as by disclosing the information of the borrowers, provided that such disclosure is permitted under any relevant agreement and pertinent laws. 

Since the launch of our online platform, no borrower has defaulted on any loan payments. All investors through the platform have timely received repayment of their investment funds.

Intellectual Property

At the present time, we do not have any patents or trademarks. We do not have any intellectual property. Each of the following intellectual property is registered under and owned by Beijing Jiucheng:

Any unpublished software will lose the copyright after 50^th year of the completion.

Copyrights: In China, the term of copyrights related to published software is from the date of the publishing to December 31 of the 50^th year of the publishing

Computer Software	Registered Area	Registration Number	Description	Registering Authority	Registration Date
Jiucaitong (Android) V1.2.1	China	2016SR138804	Financial management software	National Copyright Administration of the People’s Republic of China (“NCAC”)	05/26/2016

11

Trademarks: In China, the term of a registered trademark is 10 years. The owner can apply extension with the trademark office within six months before or after the expiration. The review process of a trademark application usually takes about one year in China.

Trademarks	Registered Area	Registration Number	Category Description	Registering Authority	Term
	China	16870232	Category 36(1)	Trademark Office of The State Administration For Industry & Commerce of the People’s Republic of China (the “Trademark Office”)	07/28/2016-07/27/2026
	China	16870231	Category 36	The Trademark Office	06/28/2016-06/27/2026
	China	16274829	Category 36	The Trademark Office	11/14/2016-11/13/2026
	China	20149663	Category 35(2)	The Trademark Office	07/28/2017-07/27/2027
	China	20149623 20149573	Category 35 Category 36	The Trademark Office	07/28/2017-07/20/2027 07/28/2017-07/20/2017
	China	20149496	Category 35	The Trademark Office	07/28/2017-07/20/2027
	China	20478024	Category 35	The Trademark Office	Processing, approval pending
	China	20477999 20477946	Category 35 Category 36	The Trademark Office	Processing, approval pending
	China	20477973	Category 35	The Trademark Office	Processing, approval pending
	China	20149756	Category 36	The Trademark Office	Processing, approval pending
	China	26053689 26043067 26043061	Category 9(3) Category 38(4) Category 42(5)	The Trademark Office	Processing, approval pending
	China	26053676 26037368 26033902	Category 9 Category 38 Category 42	The Trademark Office	Processing, approval pending
	China	20478025	Category 36	The Trademark Office	Initial application denied; second round of review pending
	China	20149806	Category 36	The Trademark Office	Initial application denied; second round of review pending

(1) Category 36 includes insurance; financial services; real estate agency services; building society services; banking; stockbroking; financial services provided via the Internet; issuing of tokens of value in relation to bonus and loyalty schemes; provision of financial information.

12

(2) Category 35 includes advertising; business management; business administration; office functions; organisation, operation and supervision of loyalty and incentive schemes; advertising services provided via the Internet; production of television and radio advertisements; accountancy; auctioneering; trade fairs; opinion polling; data processing; provision of business information; retail services connected with the sale of [list specific goods].

(3) Category 9 includes data processing equipment; computer storage device; computer; recorded computer operating program; disk; floppy disk; recorded computer operating program; encoded magnetic card; microprocessor; computer software (recorded).

(4) Category 38 includes telecommunications services; chat room services; portal services; e-mail services; providing user access to the Internet; radio and television broadcasting..

(5) Category 42 includes computer software design; computer software update; computer hardware design and development consulting; computer software rental; recovery of computer data; computer software design; computer software design; computer software maintenance; computer software system analysis; computer system design; computer program copy; tangible data or files into electronic media; computer software installation; computer program and data conversion (non-tangible conversion); computer software consulting ; network server rental; provide internet search engine.

Domains: In China, the registration of domains can be extended by annual renewal or periodic renewal by paying the annual or periodic registration fee. If renewal registration fee is not paid timely, the domain will become available to the public. Beijing Jiucheng has timely paid annual registration fee for all its domains.

Names	Registration Date	Registering Authority
www.9caitong.com	08/08/2017	China Internet Network Information Center  (“CNNIC”)
www.jiuchengjr.com	09/23/2015	CNNIC
www.jczchmt.com	09/23/2015	CNNIC

Our Strategy

We aim at connecting SMEs and individual borrowers with investors so that borrowers can have easy and effective access to affordable financing while at the same time investors earns a safe and acceptable investment returns. To achieve this goal we have implemented the following strategies, each of which we intend to continue to expand.

Develop new consumer financing products and penetrate niche markets 

We are constantly developing and promoting new personal consumer financing products to SME and individual borrowers, such as automobile financing and consumer financing. In addition, we will continue our efforts to design and develop diversified financing products to satisfy market demand.

Our online platform also allows investors to diversify their wealth management strategies by providing easy access to various lending opportunities that can be designed with flexible terms.

Strengthen and enhance our position in the auto equity loan market

We are one of the few P2P companies specializing in providing auto equity loan services. As auto equity loan gradually gains popularity in China and has been favored by both borrowers and investors alike, we plan to continue to make significant investment in optimizing our services to increase loan activities on our online platform and establish a leading position in this niche market.

Further enhance our risk management capabilities

As loan volume in our online platform continue to grow and auto and consumer financing products expand, we have implemented protocols to enhance our risk management capabilities. As for individual borrowers, we have improved the risk management model for individual credit control so that risk management testing will be more effective and reasonable. For SME borrowers, besides the due diligence process that our cooperative partners undertake, we have enhanced the onsite due diligence process and appoint a risk management team.

In addition, we have upgraded our bad debt monitoring system by enhancing our cooperation with other third party credit investigators to obtain more accurate information about the credit history of the borrowers so we can make reasonable and accurate assessments of borrower applications to reduce and avoid bad debts.

Continue to invest in our technology platform

We have made significant investments in our proprietary technologies in the areas of data collection and processing algorithms to increase the precision, speed and scale at which we match the demand and supply of loans. Enhanced data analytics improves our conversion of online leads into successful borrowers and investors. With the further application of big data, we can acquire members of our target borrower and investor groups in a more focused and cost efficient way. Furthermore, we will continue to leverage technology to further automate our processes and improve the safety and efficiency of matching the loans with investors. At the same time, we will also benefit from the operating leverage associated with our scalable platform as our loan volume increases. We believe these investments will facilitate the long-term growth of our platform.

13

Increase our merger and acquisition activities to enhance our competitive advantage in the financing technology ecosystem and to improve the efficiency of our products and services 

We will continue expanding strategic relationships with internet financing companies, internet companies, technology companies and financing companies, by mergers and acquisitions to enhance our competitive advantage in the financing technology ecosystem and to improve the efficiency of our products and services.

Various Product and Service Offerings

As part of our long term plan, we are crafting a financial ecosystem for SME customers who find difficult to finance their businesses in China’s current financial system. We seek to expand our intermediary services,  both online and offline, to meet the demands of various customers. We will continue to devise customized product and service offerings to meet customer demands and expand the scale and scope of our operations.

Enhance brand awareness

We believe that enhancing awareness of “jiucaitong” brand is important to achieve our business objectives. We intend to continue to promote and increase recognition of our brand through a variety of marketing and promotional campaigns. These may include marketing agreements with companies that have a significant online presence and advertising through internet media, such as weibo and wechat. We may also use leading websites and other media such as affiliate programs, banner advertisements and keyword searches. In addition, we believe that by constantly delivering top notch P2P lending consumer experience, we promote greater brand awareness through word of mouth.

Governmental Regulation

We are subject to Chinese state and local laws and regulations applied to businesses in general. We believe that we comply with the requirements in China for any licenses or approvals to pursue our proposed business plan. In locations where we operate, the applicable laws and regulations are subject to amendment or interpretation by regulatory authorities. Generally, such authorities are vested with relatively broad discretion to grant, renew and revoke licensee and approvals, and to implement regulations. Possible sanctions which may be imposed include the suspension of individual employees, limitations on engaging in a particular business for specific periods of time, revocation of licenses, censures, redress to customers and fines. We believe that we are in conformity with all applicable laws in all relevant jurisdictions.

Below is a summary of the most significant rules and regulations that affect our business activities in China:

As an online financial platform matching investors with individual borrowers, we are regulated by various government authorities, including, among others:

●       the Ministry of Industry and Information Technology, or the MIIT, regulating the telecommunications and telecommunications-related activities, including, but not limited to, the internet information services and other value-added telecommunication services;

●       the People’s Bank of China, or the PBOC, as the central bank of China, regulating the formation and implementation of monetary policy, issuing the currency, supervising the commercial banks and assisting the administration of the financing;

●       China Banking Regulatory Commission, or the CBRC, regulating financial institutions and promulgating the regulations related to the administration of financial institutions.

●       the Ministry of Public Security, taking the lead in security supervision of the internet services of internet lending information intermediaries, and penalizing violations of laws and regulations on network security, and cracking down on financial crimes and relevant crimes involved in internet lending.

●       the State Internet Information Office, supervising financial information services and the content of internet information.

Regulation on P2P Companies

In July 2015, ten PRC central government ministries and regulators, including the PBOC, the CBRC, the Ministry of Finance, the Ministry of Public Security and the Cyberspace Administration of China, together released the Guidelines to Promote the Healthy Growth of Internet Finance (the “Guidelines”), which identified the CBRC as the supervisory regulator for the online lending industry. According to the Guidelines, online marketplace lending platforms shall only serve as intermediaries to provide information services to borrowers and investors, and shall not provide credit enhancement services or illegally conduct fundraising. The Guidelines also outlined certain regulatory propositions, which would require Internet finance companies, including marketplace lending platforms, to (i) complete website registration procedures with the administrative departments overseeing telecommunications; (ii) use banking financial institutions’ depository accounts to hold lending capital, and engage an independent auditor to audit such accounts and publish audit results to customers; (iii) improve the disclosure of operational and financial information, provide sufficient risk disclosure, and set up thresholds for qualified investors to provide better protections to investors; (iv) enhance online security management to protect customers’ personal and transactional information; and (v) take measures against anti-money laundering and other financial crimes.

14

In August 2016, the CBRC, the MIIT, the Ministry of Public Security and the State Internet Information Office jointly promulgated the Interim Measures. Apart from what had already been emphasized in the Guidelines and other previously released guidance, the Interim Measures include (i) general principles; (ii) filing administration; (iii) business rules and risk management guidelines; (iv) protection measures for investors and borrowers; (v) rules on information disclosure; (vi) supervision and administrative mechanisms; and (vii) legal liabilities.

Under the general principles and filing administration sections, the Interim Measures provide that online lending intermediaries shall not engage in credit enhancement services, direct or indirect cash concentration or illegal fundraising. The sections also stipulate a supervisory system and list the administrative responsibilities of different supervisory authorities, including the CBRC and its local counterpart and local financial regulators. Furthermore, these sections require online lending intermediaries to file with the local financial regulators, to apply for value-added telecommunications business licenses thereafter in accordance with the provisions of the relevant telecommunications authorities and to include serving as an Internet lending information intermediary in its business scope.

Under the business rules and risk management guidelines section, the Interim Measures stipulate that online lending intermediaries shall not engage in or be commissioned to engage in thirteen prohibited activities, including: (i) directly or indirectly financing its own projects; (ii) directly or indirectly receiving or collecting lenders’ funds; (iii) directly or indirectly offering guarantees to lenders or guaranteeing principal and interest payments; (iv) commissioning or authorizing a third party to advertise or promote financing projects at any physical locations other than through electronic channels such as the Internet and mobile phones; (v) providing loans (unless otherwise permitted by laws and regulations); (vi) dividing the term of financing projects; (vii) offering its own wealth management products or other financial products to raise funds or act as a proxy in the selling of banks’ wealth management products, brokers’ asset management products, funds, insurance or trust products; (viii) providing services similar to asset-based securitization services or conducting credit assignment activities in the form of asset packaging, asset securitization, asset trusts or fund shares; (ix) mixing with, bundling with or acting as a proxy in relation to investment, sales agent and brokerage services of other businesses (unless permitted by laws and regulations); (x) fabricating or exaggerating the authenticity or earnings outlook of a financing project, concealing its flaws and risks, falsely advertising or promoting a project with intentional ambiguity or other deceptive means, or spreading false or incomplete information to damage the commercial reputation of others, or to mislead lenders or borrowers; (xi) providing intermediary services for loans used to invest in high-risk financing projects such as stocks, over-the-counter margin financing, futures contracts, structured products and other derivatives; (xii) operating equity-based crowd-funding; and (xiii) other activities prohibited by laws and regulations. The Interim Measures, under the business rules and risk management section, also stipulate specific obligations or business principles of online lending intermediaries, including but not limited to online dispute resolution services, examination and verification functions, anti-fraud measures, risk education and training, information reporting, anti-money laundering, anti-terrorist financing, systems, facilities and technologies, service fees, electronic signatures and loan management. In addition, the Interim Measures stipulate that online lending intermediaries shall not operate businesses other than risk management and necessary business processes such as information collection and confirmation, post-loan tracking and pledge management in accordance with online-lending regulations, via offline physical locations. Furthermore, the Interim Measures provide that online lending intermediaries shall, based on their risk management capabilities, set upper limits on the loan balance of a single borrower borrowing both from one online lending intermediary and from all online lending intermediaries. In the case of natural persons, this limit shall not be more than RMB200,000 (approximately $29,397) for one online lending intermediary and not more than RMB1 million (approximately $146,985) in total from all platforms, while the limit for a legal person or organization shall not be more than RMB1 million (approximately $146,985) for one online lending intermediary and not more than RMB5 million (approximately $734,927) in total from all platforms.

In accordance with the Guidelines and the Interim Measures, the CBRC, MIIT, and Administration for Industry and Commerce jointly issued The Guidelines for Record Filing on the Administration of Online Lending Information Intermediary Institution, which become effective on December 28, 2016. The Record Filing Guidelines further clarifies the requirement and procedures to online lending intermediaries of conducting filing with local financial regulators.

In accordance with the Guidelines and the Interim Measures, the CBRC issued the Guidelines for the Funds Custodian Business of Online Lending, or the Custodian Guidelines on February 22, 2017. The Custodian Guidelines further clarifies the custodian requirement for the funds of investors and borrowers held by online lending intermediaries.

The Custodian Guidelines specifies that an online lending intermediary may only designate one qualified commercial bank as its fund custodian institution for the funds of lenders and borrowers held by it, and further clarifies detailed requirements and procedures for setting up custody accounts with commercial banks. To the extent that the relevant online lending intermediary and commercial banks are not in full compliance with the Custodian Guidelines, they are required to make correction or rectification within a six-month rectification period specified by the Custodian Guidelines.

In accordance with the Guidelines and the Interim Measures, the CBRC further issued the Guidelines on Information Disclosure of the Business Activities of Online Lending Information Intermediaries, or the Disclosure Guidelines, on August 23, 2017. The Disclosure Guidelines further clarified the disclosure requirements for online lending intermediaries.

Pursuant to the Disclosure Guidelines, online lending intermediaries should disclose certain information on their websites and all other internet channels, including mobile applications, WeChat official accounts or Weibo, including, among others (i) the record-filing and registration information, the organization information, the examination and verification information, and transaction related information, including transactions matched through the online lending intermediary for the previous month, all of which shall be disclosed to the public; (ii) the basic information of the borrowers and the loans, the risk assessment of such loans, and the information of the outstanding transactions matched, all of which shall be disclosed to the investors; and (iii) any event that would result in a material adverse effect to the operations of online lending information providers, which shall be disclosed to the public within 48 hours upon occurrence.

15

The Disclosure Guidelines also require online lending intermediary to record all the disclosed information and retain such information for no less than five years from the date of the disclosure. To the extent that the relevant online lending intermediary are not in full compliance with the Disclosure Guidelines, they are required to make correction or rectification within a six-month rectification period starting from the date the Disclosure Guidelines was issued.

In accordance with the Provisions on Several Issues Concerning Laws Applicable to Trials of Private Lending Cases issued by the Supreme People’s Court on August 6, 2015, or the Private Lending Judicial Interpretations, which came into effect on September 1, 2015, in the event that loans are made through an online lending information intermediary platform and the platform only provides intermediary services, courts shall dismiss any claim concerned against the platform demanding the repayment of loans by the platform as a guarantor.

The Private Lending Judicial Interpretations also provide that agreements between lenders and borrowers on loans with interest rates below 24% per annum are valid and enforceable. As to the loans with interest rates per annum between 24% (exclusive) and 36% (inclusive), if the interest on the loans has already been paid to the lender, and so long as such payment has not damaged the interest of the state, the community and any third parties, the courts will turn down the borrower’s request to demand the return of the excess interest payment. If the annual interest rate of a private loan is higher than 36%, the agreement on the excess part of the interest is invalid, and if the borrower requests the lender to return the part of interest exceeding 36% of the annual interest that has been paid, the courts will support such requests.

In addition, on August 4, 2017, the Supreme People’s Court issued the Circular of Several Suggestions on Further Strengthening the Judicial Practice Regarding Financial Cases, or Circular 22, which provides, among others, that (i) the claim of the borrower under a financial loan agreement to adjust or cut down the part of interest exceeding 24% per annum on the basis that the aggregate amount of interest, compound interest, default interest, liquidated damages and other fees collectively claimed by the lender is overly high shall be supported by the PRC courts; and (ii) in the context of Internet finance disputes, if the online lending information intermediary platforms and the lender circumvent the upper limit of the judicially protected interest rate by charging intermediary fee, it shall be determined as invalid.

Competitive Strengths

●       Strong and well developed risk management structure

We are highly selective with our cooperative partners and have self-developed a comprehensive risk management model and threshold system for such selection. We have a “multi-filter” system for the assessment of a loan application, which means a loan application needs to go through several rounds of review before it is approved. For SME borrowers, besides the due diligence investigation by cooperative partners, we have a system that includes onsite investigation and due diligence on SMEs by a selected risk management team. For individual borrowers, we implement a personal credit model for assessment. We also cooperate with third party credit investigators to evaluate the credit history of borrowers.

●       Special Focus on providing secured auto equity loan

Our auto equity loan has been proved to be secured and convenient for both our borrowers and investors. Unlike other types of financing, auto equity loans doesn’t have a complicated or lengthy approval process. Since borrowers are offering a form of collateral, car loans are relatively easy to qualify for, even if borrowers do not have the best credit scores. Auto equity loan is an excellent option for borrowers who need their money immediately and investors who prefer loans to be secured. Finally, because the investors place a lien on the car’s title but doesn’t keep the vehicle themselves, borrowers can continue to use the vehicle while making payments on the loan. A borrower will lose the use of the vehicle only if such borrower defaults on the loan and investor repossesses it. Auto equity loan has only begun to gain popularity recently in China. We are one of the few P2P lending companies that almost exclusively operate in the auto equity loan market and have already developed a solid reputation.

●       Robust Technology Platform

Our technology platform set up a firm foundation for our online lending business to thrive. It enables us to connect investors and individual borrowers in a fast and effective manner and to efficiently deliver services to them. Our platform monitors and administrates the entire loan transaction process, including application, verification, offline anti-fraud investigation, credit assessment, approval, listing, funding, after-funding servicing and collections, and provides a flexible, cost-efficient and time-saving mechanism for matching borrowers and investors as it compared to traditional banking institutions. Our technology platform also facilitates our user-friendly mobile applications, which allow our users to invest and borrow according to their own schedules. In addition, we have adopted robust security measures and policies to protect our customer information and proprietary data, and have deployed multiple layers of redundancy to ensure the reliability of our platform.

16

Competition

The Chinese online consumer finance marketplace industry in which we operate is highly competitive. With respect to borrowers, we compete with other consumer lending marketplaces. According to Oliver Wyman, while there are over 1,700 other consumer lending marketplaces in China, we believe we do not directly compete with those marketplaces offering small-sized loans (defined as loans of RMB3,000 (US$442.5) to RMB20,000 (US$2,950.2)) and large-sized loans (defined as loans exceeding RMB140,000 (US$20,651.1)). Unlike these other marketplaces, we target the emerging middle class consumers seeking medium-sized loans ranging from RMB20,000 (US$2,950.2) to RMB140,000 (US$20,651.1). Among similar consumer lending marketplaces offering medium-sized loans, we believe we compete with Hexindai, Yixin, Xinerdai, Yirendai, Iqianjin and Niwodai.

We do not compete with traditional financial institutions, including banks, credit card issuers and consumer finance companies. We believe our credit assessment technology has enabled us to analyze alternative sources of data and operate more efficiently than traditional financial institutions. In addition, unlike traditional banking and lending institutions, we are not constrained by strict regulatory limits on pricing and loan deposits, subject to compliance with all applicable laws and regulations.

With respect to investors, we primarily compete with other micro-lending investment product providers, wealth management centers and traditional banks in China.

Employees

As of November 13, 2017, the Company has 59 full time employees. WFOE and Beijing Jiucheng have executed employment contracts with all of their employees in accordance with PRC Labor Law and Labor Contract Law. These contracts comply with PRC law. The Company believes its relationship with its employees is satisfactory.

Description of Properties 

Our headquarters are located in Beijing. We have leased an aggregate of approximately 719.45 square meters of office space for our headquarters in Beijing as of November 13, 2017.

WHERE YOU CAN FIND MORE INFORMATION

The registrant is subject to the requirements of the Exchange Act, and files reports, proxy statements and other information with the SEC. You may read and copy these reports, proxy statements and other information at the public reference room maintained by the SEC at its Public Reference Room, located at 100 F Street, N.E. Washington, D.C. 20549. You may obtain information on the operation of the public reference room by calling the SEC at (800) SEC-0330. In addition, we are required to file electronic versions of those materials with the SEC through the SEC’s EDGAR system. The SEC also maintains a web site at http://www.sec.gov, which contains reports, proxy statements and other information regarding registrants that file electronically with the SEC.

RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

17

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with our financial statements and related notes thereto.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This report contains certain statements that may be deemed “forward-looking statements” within the meaning of United States of America securities laws.  All statements, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate and similar expressions or future conditional verbs such as will, should, would, could or may occur in the future are forward-looking statements. Such statements are based upon certain assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.

These statements include, without limitation, statements about our anticipated expenditures, including those related to general and administrative expenses; the potential size of the market for our services, future development and/or expansion of our services in our markets, our ability to generate revenues, our ability to obtain regulatory clearance and expectations as to our future financial performance. Our actual results will likely differ, perhaps materially, from those anticipated in these forward-looking statements as a result of various factors, including: our need and ability to raise additional cash. The forward-looking statements included in this report are subject to a number of additional material risks and uncertainties, including but not limited to the risks described in our filings with the Securities and Exchange Commission.

The following discussion and analysis of our financial condition and results of operations should be read together with our financial statements and the related notes to those statements included in this filing. In addition to historical financial information, this discussion may contain forward-looking statements reflecting our current plans, estimates, beliefs and expectations that involve risks and uncertainties. As a result of many important factors, particularly those set forth under “Special Note Regarding Forward-Looking Statements”, our actual results and the timing of events may differ materially from those anticipated in these forward-looking statements.

Overview 

I JIU JIU Limited is a business company formed under the laws of British Virgin Islands (“BVI”) on April 12, 2017 (“I JIU JIU”) as a holding company for Ruixiang Technology Group, Co. Ltd., a Hong Kong company (“Ruixiang”), which in turn owns 100% of the issued and outstanding equity interests in Beijing Jiucheng IT Consulting Enterprise Co. Ltd, a People’s Republic of China company (“Jiucheng Consulting” or “WFOE”). Jiucheng Consulting contractually controlled and managed an operating company, Beijing Jiucheng Asset Management Co., Ltd., a People’s Republic of China company (“Beijing Jiucheng”), which operates an electronic online financial platform, www.9caitong.com. This online platform is designed to match investors with small and medium-sized enterprises (“SMEs”) and individual borrowers in China.

Until November 10, 2017, I JIU JIU conducted its business solely through Beijing Jiucheng, its variable interest entity. Pursuant to the recently completed Share Exchange, I JIU JIU became a wholly-owned subsidiary of Spirit International, Inc. (“SRTN”) with SRTN adopting I JIU JIU and its consolidated subsidiaries and variable interest entity’s business going forward and reporting I JIU JIU’s historical consolidated financial statements on future SEC filings as those of the continuing company. Therefore, we refer to I JIU JIU and its consolidated subsidiaries and variable interest entity collectively as the “Company”, “we”, “us” and “our”.

The Company generates revenue via Beijing Jiucheng from its services that facilitates matching lenders, who we refer to as investors, with individual and SME borrowers. We typically charge borrowers a loan facilitation and matching services fee between 1% and 1.5% per month of the loan amount, depending on the duration of the loan, for each effected loan facilitated by us. Additionally we charge a separate fee from borrowers for each loan repayment facilitated by us, which is based on an agreed upon percentage around 0.5% per month on the borrowing times the duration of the loan.

Critical Accounting Policies

Basis of Presentation

The financial statements of Beijing Jiucheng have been prepared in accordance with generally accepted accounting principles in the United States of America. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. Beijing Jiucheng’s financial statements are expressed in U.S. dollars.

18

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates. Significant estimates during the years ended December 31, 2016 and 2015 include the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and accruals for taxes due.

Financial Instrument

The carrying amount reported in the balance sheet for cash, other receivables, accrued liabilities and other payables approximate fair value because of the immediate or short-term maturity of these financial instruments.

Cash and Cash Equivalents

Beijing Jiucheng considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Beijing Jiucheng maintains with various financial institutions in the PRC. At December 31, 2016 and 2015, cash balances held in PRC banks are uninsured. Beijing Jiucheng has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in operating income (loss). Major additions, renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred.

Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets’ estimated residual value:

Classification	Estimated useful life
Computer and office equipment	3 years
Furniture	3 years
Vehicles	3 years

Revenue Recognition

Beijing Jiucheng provides intermediary services to Xiangbin Meng, the personal loan provider, the personal loan borrowers and the financial products investors. Beijing Jiucheng charges fees for the intermediary services to the personal loan borrowers.

The revenue process starts when an individual who has financing needs submits the loan application to Beijing Hengjiu Investment Management Co., Ltd. (“Hengjiu”). Hengjiu, along with its sub-contractor, Zhongcheng Zhengxin (Beijing) Co., Ltd. (“Zhongcheng Zhengxin”), provide financial consulting services such as loan origination criteria checkup, risk assessment, and assessment/evaluation of vehicle collateral. Hengjiu is a related party which was 75% owned by Jiuyuan and 25% owned by Xiangbin Meng, Beijing Jiucheng’s Chairman. Zhongcheng Zhengxin is a third party who provides credit assessment services. Upon completion of the background check, Xiangbin Meng (“Meng”), the maker of the loan, enters into the loan agreement with the qualified loan borrowers and initiates the transfer of the cash to the borrowers or borrowers’ agents. The loan usually matures in three months and using borrowers’ vehicle as collateral.

After the borrowers receive the fund transfer, Beijing Jiucheng then packages the debt claims of Meng into corresponding financial products and places in its physical stores or on its on-line platform for sale. Investors of those financial products are able to choose the financial products that meet their needs. Meng transfers his debt upon signing the debt transfer agreement with the financial products investors. The services were originally provided in physical stores in Beijing, Baoding, Hebei province and Weihai, Shandong province. Since April 2016, Beijing Jiucheng started to move majority of the business to its financial advisory on-line platform, Jiucaitong (www.9caitong.com). As less labor was required, in June 2016, Beijing Jiucheng shut down the physical stores in Baoding and Weihai.

19

Meng is responsible for making the loans and transfers the funds to the borrowers and collecting the service fees on behalf of all parties involved. Meng collects a portion of the service fees upfront and the rest on a monthly basis over the term of the loan from loan borrowers.

Beijing Jiucheng recognizes revenue, net of value-added taxes in the periods in which the related services are performed, provided that persuasive evidence of an arrangement exists, the amount of the service fee is fixed in the loan agreements, and collectability is reasonably assured. The revenue is recognized when the loan agreements were executed and the funds were transferred to the loan borrowers, based on the predetermined service fee percentage of the total loan principal over the term of the loan. According to the service fee allocation agreement, Beijing Jiucheng is entitled to a service fee of 1% of the loan principal per month before July 1, 2016 and 1.5% per month effective July 1, 2016 and thereafter as Beijing Jiucheng increased the loan management and risk assessment services that were originally done by Beijing Hengjiu since May 2016.

Allowance for Doubtful Accounts

Service fee receivable is recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. Beijing Jiucheng makes estimates for the allowance for doubtful accounts based upon the assessment of various factors, including historical, experience, the age of the accounts receivable balances, credit quality of the loan borrowers, current economic conditions, and other factors that may affect the borrowers’ ability to pay. No allowance has been provided for at December 31, 2016 and 2015 as the service fees have been fully collected from the loan borrowers by Meng on Beijing Jiucheng’s behalf.

Advertising Expense

Beijing Jiucheng expenses advertising costs as they incurred. Total advertising expenses were $102,624 and $217,508 for the years ended December 31, 2016 and 2015, respectively, and have been included as part of selling expenses.

Deferred Rent

Beijing Jiucheng recognizes rent expense on a straight-line basis over the terms of the leases and, accordingly, the difference between cash rent payments and the recognition of rent expense was recorded as a deferred rent liability.  As of December 31, 2016 and 2015, Beijing Jiucheng recorded $0 and $8,680 in deferred rent, respectively.

Value-added Taxes

Pursuant to the PRC tax laws, in case of the financial services provided, generally the value added tax (“VAT”) rate is 3% of the gross sales for small scale VAT payer and 6% of the gross sales for general VAT payer. Small-scale taxpayers, being those without sophisticated business, accounting and auditing systems and whose turnover is below certain thresholds (ranging from RMB 500,000 to RMB 5,000,000 for services which have recently transitioned from Business Tax to VAT). Since March 2016, Beijing Jiucheng’s revenue exceeded RMB 5,000,000 and was considered as general taxpayer. For general VAT payer, VAT on sales is calculated at 6% on revenue from financial services provided. The accrued VAT is recorded as VAT payables in the financial statements. VAT is reported as a deduction to revenue when incurred.

Income Taxes

Beijing Jiucheng is governed by the Income Tax Law of the PRC. Beijing Jiucheng accounts for income taxes using the asset/liability method prescribed by ASC 740, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. Beijing Jiucheng records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

20

Beijing Jiucheng applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in Beijing Jiucheng’s financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to Beijing Jiucheng’s liability for income taxes. Any such adjustment could be material to Beijing Jiucheng’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2016 and 2015, Beijing Jiucheng had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

Foreign Currency Translation

The functional currency of Beijing Jiucheng’s operations in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements are translated to U.S. dollars using the period end rates of exchange for assets and liabilities, equity is translated at historical exchange rates, and average rates of exchange (for the period) are used for revenues and expenses and cash flows. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income / loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

All of Beijing Jiucheng’s revenue transactions are transacted in its functional currency. Beijing Jiucheng does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of Beijing Jiucheng.

Asset and liability accounts at December 31, 2016 and 2015 were translated at 6.9445 RMB to $1.00 and at 6.4855 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2016 and 2015 were 6.6444 RMB and 6.2854 RMB to $1.00, respectively. Cash flows from Beijing Jiucheng’s operations are calculated based upon the local currencies using the average translation rate.

Credit Risk and Concentration

Beijing Jiucheng’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents. The majority of cash equivalents consists of short-term money market funds, which are managed by reputable financial institutions.

Beijing Jiucheng performs ongoing credit evaluations of borrowers, and generally do not require additional collateral except for personal vehicles. No borrowers represented 10% or more of total revenue during the years ended December 31, 2016 and 2015.

Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. Beijing Jiucheng’s other comprehensive income (loss) is comprised of foreign currency translation adjustments.

Fair Value Measurements

Beijing Jiucheng applies the provisions of ASC Subtopic 820-10, ”Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements.  ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

21

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, Beijing Jiucheng considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

☐ Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

☐ Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

☐ Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of December 31, 2016 and 2015.

Related Parties

A party is considered to be related to Beijing Jiucheng if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with Beijing Jiucheng. Related parties also include principal owners of Beijing Jiucheng, its management, members of the immediate families of principal owners of Beijing Jiucheng and its management and other parties with which Beijing Jiucheng may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

Revenue Recognition:     In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new revenue recognition standard will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. Beijing Jiucheng currently anticipates adopting the new standard effective January 1, 2018. The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). Beijing Jiucheng is currently assessing the materiality of the impact to the financial statements, and has not yet selected a transition approach.

22

Leases: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. Beijing Jiucheng does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

Statement of Cash Flows: In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this Update provide guidance on the following eight specific cash flow issues. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice described above. ASU 2016-15 is effective for Beijing Jiucheng for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Beijing Jiucheng is still evaluating the effect that this guidance will have on Beijing Jiucheng’s consolidated financial statements and related disclosures.

Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash”(“ASU 2016-18”). ASU 2016-18 requires 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. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017 and early adoption is permitted. The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and removal of the changes in restricted cash activity, which are currently recognized in Other financing activities, on the Statements of Consolidated Cash Flows. Furthermore, an additional reconciliation will be required to reconcile Cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to sum to the total shown in the Statements of Consolidated Cash Flows. Beijing Jiucheng anticipates adopting this new guidance effective January 1, 2018. Beijing Jiucheng is currently evaluating this guidance and the impact it will have on the Consolidated Financial Statements and disclosures. 

Beijing Jiucheng believes that there were no other accounting standards recently issued that had or are expected to have a material impact on our financial position or results of operations.

Results of Operations of Beijing Jiucheng

The following discussion should be read in conjunction with the Financial Statement of Beijing Jiucheng for the years ended December 31, 2016 and 2015 and related notes thereto.

Revenue

We have recognized $1,365,337 and $525,697 revenue for the years ended December 31, 2016 and 2015, respectively. Before April 2016, majority of the revenue transactions were executed in physical stores. Since April 2016, we implemented the Jiucaitong on-line platform which greatly increased the volumes of the transactions. We had a total of 2,249 contracts signed for the year ended December 31, 2016 compared to 1,219 contracts for the year ended December 31, 2015.

Operating Expenses

Selling expenses: Our selling expenses primarily consist of expenses relating to advertising, marketing and promotional trips and other community activities for brand promotion purpose. Selling expenses decreased from $295,598 for the year ended December 31, 2015 to $196,168 for the year ended December 31, 2016. A decrease of $99,430, or 34%, was primarily attributable to the decrease of the advertising expenses. Since we moved majority of our businesses online, we were able to list the financial products we sell and promoting information on the on-line platform. The access to that information was easier than before when majority of the businesses were done in the physical stores for our potential customers.

23

General and administrative expenses: Our general and administrative expenses for the years ended December 31, 2016 and 2015 consisted of the following:

								Percentage
	12/31/2016		12/31/2015		Change			Change
Payroll and related benefits	$	546,968	$	497,448	$	49,520			10	%
Depreciation		58,129		24,800		33,329			134	%
Software service fee		35,043		7,735		27,308			353	%
Rent and property management expense		410,552		455,642		(45,090	)		-10	%
Renovation		-		116,221		(116,221	)		-100	%
Professional fee		45,151		-		45,151			100	%
Other		34,080		77,622		(43,542	)		-56	%
Total	$	1,129,923	$	1,179,468	$	(49,545	)		-4	%

● Payroll and related benefits for the year ended December 31, 2016 increased by $49,520, or 10%, as compared to the year ended December 31, 2015. In April 2016, we moved majority of our businesses to our on-line platform and increased the loan management and risk assessment services, we hired additional employees to expand the risk assessment department.

● Depreciation expense for the year ended December 31, 2016 increased by $33,329, or 134%, as compared to the year ended December 31, 2015. The increase was primarily attributable to the depreciation of two vehicles purchased on November 31, 2015. We recorded one month of the depreciation expense for the year ended December 31, 2015 as compared to twelve months of the depreciation expense for those two vehicles.

● Software service fee for the year ended December 31, 2016 increased by $27,308, or 353%, as compared to the year ended December 31, 2015. The increase was primarily attributable to the increase of our on-line business.

● Rent and property management expense for the year ended December 31, 2016 decreased by $45,090, or 10%, as compared to the year ended December 31, 2015. The majority of the change was attributable to the decrease in rent in Baoding, Hebei and Weihai, Shandong as we closed our stores in 2016.

● Renovation expense for the year ended December 31, 2016 decreased by $116,221, or 100%, as compared to the year ended December 31, 2015. In early 2015, we renovated our physical store in Weihai in Shandong Province when we moved in. The store was closed in 2016 and we did not incur such expense during the year ended December 31, 2016. We expensed the entire amount in 2015 as the renovation did not extend the life of the property.

● Professional fee for the year ended December 31, 2016 increased by $45,151, or 100%, as compared to the year ended December 31, 2015. The professional fee mainly consists with legal fees associated with the reverse acquisition. We did not have such expenses in 2015.

● Other general and administrative expenses for the year ended December 31, 2016 decreased by $43,542, or 56%, as compared to the year ended December 31, 2015. The decrease was primarily attributable to the decrease in travel, seminar, printing, and car insurance expenses.

24

Income (loss) from operations

As a result of the factors described above, for the year ended December 31, 2016, income from operations amounted to $39,246, as compared to loss from operations of $949,369 for the year ended December 31, 2015.

Other income (expenses)

Other income: Other income increased from $3,149 for the year ended December 31, 2015 to $44,219 for the year ended December 31, 2016. An increase of $41,070 was primarily attributable to increase of the vehicle leasing income in 2016. On June 30, 2016, Jiucheng Huijin, a related party, and Beijing Jiucheng entered a contract to lease two vehicles from Beijing Jiucheng. The contract started on June 30, 2016 and expired on June 30, 2017. Pursuant to the terms of the contract, Jiucheng Huijin has agreed to pay a monthly rental fee of RMB 25,000 (approximately $3,600).

Other expense: Other expense increased from nil for the year ended December 31, 2015 to $15,035 for the year ended December 31, 2016. In June 2016, we shut down our physical stores in Baoding, Hebei and Weihai, Shandong and incurred an early termination fee in the amount of $15,035. We did not incur such expense in 2015.

Financial service fee: Financial service fee decreased from $21,632 for the year ended December 31, 2015 to nil for the year ended December 31, 2016. We engaged a third-party company to process the repayment to the financial products investors in 2015. The service was brought back in-house in 2016 to cut down costs.

Bank charges: Bank charges decreased from $7,055 for the year ended December 31, 2015 to $5,534 for the year ended December 31, 2016. Bank charges were resulted from the fees charged by banks for cash transfers. The decrease of $1,521 was primarily attributable to the decrease of cash transfer volumes in 2016.

Income tax provision

As a result of accumulated net operating losses incurred that allowable tax deductions are greater than its taxable income, there has been no provision for income taxes from the date of inception. Beijing Jiucheng has provided full valuation allowance for the deferred tax assets at December 31, 2016 and 2015, which arising from the losses incurred since inception.

Net income (loss)

As a result of the factors described above, for the year ended December 31, 2016, net income amounted to $62,896, as compared to loss of $974,907 for the year ended December 31, 2015.

Foreign currency translation loss

The functional currency of our operations in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements are translated to U.S. dollars using the period end rates of exchange for assets and liabilities, equity is translated at historical exchange rates, and average rates of exchange (for the period) are used for revenues and expenses and cash flows. Transaction gains and or losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. As a result of foreign currency translations, which are a noncash adjustment, we reported a foreign currency translation loss of $915,991 for the year ended December 31, 2016, as compared to a foreign currency translation loss of $632,649 for the year ended December 31, 2015. This noncash loss had the effect of increasing our reported comprehensive loss.

Comprehensive loss

As a result of our foreign currency translation loss, we had comprehensive loss for the year ended December 31, 2016 of $853,095, compared to comprehensive loss of $1,607,556 for the year ended December 31, 2015.

Liquidity and Capital Resources

As of December 31, 2016, we had a cash balance of $12,924. During the year ended December 31, 2016, net cash used in operating activities totaled to $1,167,412. Net cash used in investing activities totaled to $11,086,151 in connection with working capital advances made to and received repayments from our related parties. Net cash provided by financing activities totaled to $12,153,548 in connection with working capital advances received from our related parties. Effect of exchange rate change on cash totaled $3,365. The resulting change in cash for the period was a decrease of $103,380, which was primarily due to cash outflow of due from related parties.

25

As of December 31, 2015, we had a cash balance of $116,304. During the year ended December 31, 2015, net cash used in operating activities totaled to $1,438,410. Net cash provided by investing activities totaled to $1,185,234 in connection with working capital advances made to and received repayments from our related parties, and purchase of property and equipment. There were no financing activities. Effect of exchange rate change on cash totaled $8,423. The resulting change in cash for the period was a decrease of $261,599, which was primarily due to net loss incurred during the period and purchasing property and equipment, which offset by working capital advances made to and collected from our related parties.

The following table sets forth a summary of changes in cash flow from December 31, 2015 to December 31, 2016:

										Percentage
	12/31/2016			12/31/2015			Change			Change
Net cash (used in) operating activities	$	(1,167,412	)	$	(1,438,410	)	$	270,998			(19	%)
Net cash (used in) provided by investing activities		(11,086,151	)		1,185,234			(12,271,385	)		(1035	%)
Net cash provided by financing activities		12,153,548			-			12,153,548			100	%
Effect of exchange rate change on cash		(3,365	)		(8,423	)		5,058			(60	%)
Total net change in cash and cash equivalents	$	(103,380	)	$	(261,599	)	$	158,219			(60	%)

Net cash used in operating activities decreased by $270,998 to $1,167,412 at December 31, 2016 from $1,438,410 at December 31, 2015. This decrease is primarily attributable to:

● A decrease in amount due from related parties of $923,873

Offset by:

● An increase in net income of $1,037,803. We had a net loss of $974,907 for the year ended December 31, 2015 as compared to a net income of $62,896 for the year ended December 31, 2016

● An increase in other receivables of $93,869

● An increase in VAT payable of $59,698

Net cash used in investing activities was $11,086,151 for the year ended December 31, 2016 as compared to net cash provided by investing activities of $1,185,234 for the year ended December 31, 2015. During the year ended December 31, 2016, we made advances to our related parties for working capital totaled $67,060,526 and received repayments from our related parties totaled $55,974,375. During the year ended December 31, 2015, we made advances to our related parties for working capital totaled $56,652,637 and received repayments from our related parties totaled $57,959,754. In addition, we acquired fixed assets for cash of $121,883 during the year ended December 31, 2015.

Net cash provided by financing activities was $12,153,548 for the year ended December 31, 2016 as compared to $-0- for the year ended December 31, 2015. During the year ended December 31, 2016, we received working capital advances from our related parties totaled $12,153,548. There were no financing activities for the year ended December 31, 2015.

The following table sets forth a summary of changes in our working capital from December 31, 2015 to December 31, 2016:

							Percentage
	12/31/2016		12/31/2015		Change		Change
Current Assets	$	1,895,097	$	1,264,192	$	630,905		50	%
Current Liabilities		528,926		96,705		432,221		447	%
	$	1,366,171	$	1,167,487	$	198,684		17	%

26

Our working capital increased by $198,684 to $1,366,171 at December 31, 2016 from $1,167,487 at December 31, 2015. This increase in working capital is primarily attributable to:

● An increase in due from related parties of $610,515

● An increase in other receivable of $88,010

Offset by:

● A decrease in cash and cash equivalents of $103,380

● An increase in due to related parties of $371,510

● An increase of VAT payable of $68,674

Because the exchange rate conversion is different for the balance sheets and the statements of cash flows, the changes in assets and liabilities reflected on the statements of cash flows are not necessarily identical with the comparable changes reflected on the balance sheets.

The following discussion should be read in conjunction with the unaudited condensed Financial Statement of Beijing Jiucheng for the three and six months period ended June 30, 2017 and 2016 and related notes thereto.

THREE-MONTH PERIOD ENDED JUNE 30, 2017 COMPARED TO THREE-MONTH PERIOD ENDED JUNE 30, 2016

Revenue

We have recognized $333,794 and $397,418 revenue for the three months ended June 30, 2017 and 2016, respectively. Since April 2016, the loan origination criteria checkup and risk assessment services have been improved to be more stricter and conservative, less amount was lent out. Therefore, less revenue was generated for the three months ended June 30, 2017 compares to the three months ended June 30, 2016. We had a total of 362 contracts signed for the three months ended June 30, 2017 compared to 454 contracts for the three months ended June 30, 2016.

Operating Expenses

Selling expenses: Our selling expenses primarily consist of expenses relating to advertising, marketing and promotional trips and other community activities for brand promotion purpose. Selling expenses decreased from $66,874 for the three months ended June 30, 2016 to $35,112 for the three months ended June 30, 2017. A decrease of $31,762, or 47%, was primarily attributable to the decrease of the promotion expenses. Since we moved majority of our businesses online, we were able to list our financial products and promoting information on the on-line platform. The access to that information was easier than before when majority of the businesses were done in the physical stores for our potential customers.

27

General and administrative expenses: Our general and administrative expenses for the three months ended June 30, 2017 and 2016 consisted of the following:

	Three Months Ended		Three Months Ended
	June 30, 2017		June 30, 2016		Change			Percentage Change
Payroll and related benefits	$	87,800	$	158,710	$	(70,910	)		-45	%
Depreciation		12,925		14,881		(1,956	)		-13	%
Software service fee		22,759		3,153		19,606			622	%
Rent and property management expense		73,861		130,709		(56,848	)		-43	%
Other		7,155		12,360		(5,205	)		-42	%
Total	$	204,500	$	319,813	$	(115,313	)		-36	%

● Payroll and related benefits for the three months ended June 30, 2017 decreased by $70,910, or 45%, as compared to the three months ended June 30, 2016. The majority of the change was attributable to the decrease of headcount in Baoding, Hebei and Weihai, Shandong as we closed our stores in 2016.

● Depreciation expense for the three months ended June 30, 2017 decreased by $1,956, or 13%, as compared to the three months ended June 30, 2016. The change was attributable to the decrease of the depreciable base for the three months ended June 30, 2017 compare to the three months ended June 30, 2016. In June 2016, Beijing Jiucheng transferred office equipment in the net book value of $1,743 to a related party in exchange of certain amount of receivable.

● Software service fee for the three months ended June 30, 2017 increased by $19,606, or 622%, as compared to the three months ended June 30, 2016. The increase was primarily attributable to the increase of our on-line business.

● Rent and property management expense for the three months ended June 30, 2017 decreased by $56,848, or 43%, as compared to the three months ended June 30, 2016. The majority of the change was attributable to the decrease in rent in Baoding, Hebei and Weihai, Shandong as we closed our stores in 2016.

● Other general and administrative expenses for the three months ended June 30, 2017 decreased by $5,205, or 42%, as compared to the three months ended June 30, 2016. The decrease was primarily attributable to the decrease in travel and communication expenses as the physical stores in Baoding and Weihai were closed in 2016.

Income from operations

As a result of the factors described above, for the three months ended June 30, 2017, income from operations amounted to $94,182, as compared to income from operations of $10,731 for the three months ended June 30, 2016.

Other income (expenses)

Other income: Other income increased from $57 for the three months ended June 30, 2016 to $21,611 for the three months ended June 30, 2017. An increase of $21,554 was primarily attributable to increase of the vehicle leasing income in 2016. On June 30, 2016, Jiucheng Huijin, a related party, and Beijing Jiucheng entered a contract to lease two vehicles from Beijing Jiucheng. The contract started on June 30, 2016 and expired on June 30, 2017. After the expiration, the contract was extended on a month to month basis. Pursuant to the terms of the contract, Jiucheng Huijin has agreed to pay a monthly rental fee of RMB 25,000 (approximately $3,600).

Other expense: Other expense decreased from $15,278 for the three months ended June 30, 2016 to nil for the three months ended June 30, 2017. In June 2016, we shut down our physical stores in Baoding, Hebei and Weihai, Shandong and incurred an early termination fee in the amount of $15,278. We did not incur such expense in 2017.

Bank charges: Bank charges decreased from $1,341 for the three months ended June 30, 2016 to $274 for the three months ended June 30, 2017. Bank charges were resulted from the fees charged by banks for cash transfers. The decrease of $1,067 was primarily attributable to the decrease of cash transfer volumes in 2017.

Income tax provision

As a result of accumulated net operating losses incurred that allowable tax deductions are greater than its taxable income, there has been no provision for the payment of income taxes from the date of inception. Beijing Jiucheng has provided full valuation allowance for the deferred tax assets arising from the accumulated losses.

28

Net income (loss)

As a result of the factors described above, for the three months ended June 30, 2017, net income amounted to $115,519, as compared to net loss of $5,831 for the three months ended June 30, 2016.

Foreign currency translation loss

The functional currency of our operating in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenues and expenses. Net gains and losses resulting from foreign exchange transactions are included in the statements of operations. As a result of foreign currency translations, which are a noncash adjustment, we reported a foreign currency translation gain of $23,886 for the three months ended June 30, 2017, as compared to a foreign currency translation loss of $397,599 for the three months ended June 30, 2016. This noncash gain (loss) had the effect of increasing our reported comprehensive income (loss).

Comprehensive income (loss)

As a result of our foreign currency translation adjustments, we had comprehensive income for the three months ended June 30, 2017 of $139,405, compared to comprehensive loss of $403,430 for the three months ended June 30, 2016.

SIX-MONTH PERIOD ENDED JUNE 30, 2017 COMPARED TO SIX-MONTH PERIOD ENDED JUNE 30, 2016

Revenue

We have recognized $629,539 and $851,020 revenue for the six months ended June 30, 2017 and 2016, respectively. Since April 2016, as the loan origination criteria checkup and risk assessment services were improved to be morestricter and conservative, less amount were lent out. Therefore, less revenue was generated since April 2016. We had a total of 816 contracts signed for the six months ended June 30, 2017 compared to 1,030 contracts for the six months ended June 30, 2016.

Operating Expenses

Selling expenses: Our selling expenses primarily consist of expenses relating to advertising, marketing and promotional trips and other community activities for brand promotion purpose. Selling expenses decreased from $93,284 for the six months ended June 30, 2016 to $65,877 for the six months ended June 30, 2017. A decrease of $27,407, or 29%, was primarily attributable to the decrease of the promotion expenses. Since we moved majority of our businesses online, we were able to list our financial products and promoting information on the on-line platform. The access to that information was easier than before when majority of the businesses were done in the physical stores for our potential customers.

General and administrative expenses: Our general and administrative expenses for the six months ended June 30, 2017 and 2016 consisted of the following:

	Six Months Ended		Six Months Ended
	June 30, 2017		June 30, 2016		Change			Percentage Change
Payroll and related benefits	$	196,264	$	329,328	$	(133,064	)		-40	%
Depreciation		27,838		29,743		(1,905	)		-6	%
Software service fee		58,492		11,293		47,199			418	%
Rent and property management expense		150,293		258,714		(108,421	)		-42	%
Professional fee		30,000		-		30,000			100	%
Other		36,361		16,605		19,756			119	%
Total	$	499,248	$	645,683	$	(146,435	)		-23	%

● Payroll and related benefits for the six months ended June 30, 2017 decreased by $133,064, or 40%, as compared to the six months ended June 30, 2016. The majority of the change was attributable to the decrease of headcount in Baoding, Hebei and Weihai, Shandong as we closed our stores in 2016.

29

● Depreciation expense for the six months ended June 30, 2017 decreased by $1,905, or 6%, as compared to the six months ended June 30, 2016. The change was attributable to the decrease of the depreciable base for the six months ended June 30, 2017 as compared to the six months ended June 30, 2016. In June 2016, Beijing Jiucheng transferred office equipment in the net book value of $1,743 to a related party in exchange of certain amount of receivable.

● Software service fee for the six months ended June 30, 2017 increased by $47,199, or 418%, as compared to the six months ended June 30, 2016. The increase was primarily attributable to the increase of our on-line business.

● Rent and property management expense for the six months ended June 30, 2017 decreased by $108,421, or 42%, as compared to the six months ended June 30, 2016. The majority of the change was attributable to the decrease in rent in Baoding, Hebei and Weihai, Shandong as we closed our stores in 2016.

● Professional fee for the six months ended June 30, 2017 increased by $30,000, or 100%, as compared to the six months ended June 30, 2016. The professional fee mainly consists with audit fees associated with the reverse acquistion. We did not have such expenses in 2016.

● Other general and administrative expenses for the six months ended June 30, 2017 increased by $19,756, or 119%, as compared to the six months ended June 30, 2016. The increase was primarily attributable to the increase in fees incurred and paid to the security company. We did not start to incur such expenses until late 2016.

Income from operations

As a result of the factors described above, for the six months ended June 30, 2017, income from operations amounted to $64,414, as compared to income from operations of $112,053 for the six months ended June 30, 2016.

Other income (expenses)

Other income: Other income increased from $363 for the six months ended June 30, 2016 to $43,121 for the six months ended June 30, 2017. An increase of $42,758 was primarily attributable to increase of the vehicle leasing income in 2017. On June 30, 2016, Jiucheng Huijin, a related party, and Beijing Jiucheng entered a contract to lease two vehicles from Beijing Jiucheng. The contract started on June 30, 2016 and expired on June 30, 2017. After the expiration, the contract was extended on a month to month basis. Pursuant to the terms of the contract, Jiucheng Huijin has agreed to pay a monthly rental fee of RMB 25,000 (approximately $3,600).

Other expense: Other expense decreased from $15,278 for the six months ended June 30, 2016 to nil for the six months ended June 30, 2017. In June 2016, we shut down our physical stores in Baoding, Hebei and Weihai, Shandong and incurred an early termination fee in the amount of $15,278. We did not incur such expense in 2017.

Bank charges: Bank charges decreased from $3,038 for the six months ended June 30, 2016 to $1,638 for the six months ended June 30, 2017. Bank charges were resulted from the fees charged by banks for cash transfers. The decrease of $1,400 was primarily attributable to the decrease of cash transfer volumes in 2017.

Income tax provision

As a result of accumulated net operating losses incurred that allowable tax deductions are greater than its taxable income, there has been no provision for the payment of income taxes from the date of inception. Beijing Jiucheng has provided full valuation allowance for the deferred tax assets arising from the accumulated losses.

Net income

As a result of the factors described above, for the six months ended June 30, 2017, net income amounted to $105,897, as compared to $94,100 for the six months ended June 30, 2016.

Foreign currency translation loss

The functional currency of our operating in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements are translated to U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange (for the period) for revenues and expenses. Net gains and losses resulting from foreign exchange transactions are included in the statements of operations. As a result of foreign currency translations, which are a noncash adjustment, we reported a foreign currency translation gain of $160,344 for the six months ended June 30, 2017, as compared to a foreign currency translation loss of $329,845 for the six months ended June 30, 2016. This noncash gain (loss) had the effect of increasing our reported comprehensive income (loss).

Comprehensive income (loss)

As a result of our foreign currency translation adjustments, we had comprehensive income for the six months ended June 30, 2017 of $266,241, compared to comprehensive loss of $235,745 for the six months ended June 30, 2016. 

30

Liquidity and Capital Resources

As of June 30, 2017, we had a cash balance of $1,510,609. During the six months ended June 30, 2017, net cash provided by operating activities totaled $705,813, net cash used in investing activities totaled $2,844,159 and net cash provided by financing activities totaled $3,615,304. Effect of exchange rate change on cash totaled $20,727. The resulting change in cash for the period was an increase of $1,497,685, which was primarily due to cash inflow of due from related parties.

As of June 30, 2016, we had a cash balance of $16,196. During the six months ended June 30, 2016, net cash used in operating activities totaled $559,647, net cash provided by investing activities totaled $460,746 and there were no financing activities. Effect of exchange rate change on cash totaled $1,207. The resulting change in cash for the period was a decrease of $100,108, which was primarily due to cash outflow of due from related parties.

The following table sets forth a summary of changes in cash flow for the six months ended June 30, 2017 and 2016:

	Six Months			Six Months
	Ended June 30, 2017			Ended June 30, 2016			Change			Percentage Change
Net cash provided by (used in) operating activities	$	705,813		$	(559,647	)	$	1,265,460			226	%
Net cash (used in) provided by investing activities		(2,844,159	)		460,746			(3,304,905	)		(717	%)
Net cash provided by financing activities		3,615,304			-			3,615,304			100	%
Effect of exchange rate change on cash		20,727			(1,207	)		21,934			1,817	%
Net change in cash and cash equivalents	$	1,497,685		$	(100,108	)	$	1,597,793			1,596	%

Net cash provided by (used in) operating activities increased by $1,265,460 to $705,813 during the six months ended June 30, 2017 from ($559,647) during the six months ended June 30, 2016. This increase is primarily attributable to:

● An increase in amount due from related parties of $1,401,747

Offset by:

● A decrease in other receivables of $62,363

● A decrease in security deposit of $68,756

● A decrease in accrued liabilities of $73,814

Net cash used in investing activities was $2,844,159 for the six months ended June 30, 2017 as compared to net cash provided by investing activities totaled $460,746 for the six months ended June 30, 2016. During the six months ended June 30, 2017, we made advances to our related parties for working capital totaled $9,318,854 and received repayments from our related parties totaled $6,474,695. During the six months ended June 30, 2016, we made advances to our related parties for working capital totaled $49,353,110 and received repayments from our related parties totaled $49,813,856.

Net cash provided by financing activities was $3,615,304 for the six months ended June 30, 2017 as compared to -$0- for the six months ended June 30, 2016. During the six months ended June 30, 2017, we received working capital advances from our related parties totaled $4,004,754 and made repayments to our related parties totaled $389,450. There were no net cash used in or provided by financing activities for the six months ended June 30, 2016.

31

The following table sets forth a summary of changes in our working capital from December 31, 2016 to June 30, 2017:

	June 30,		December 31,					Percentage
	2017		2016		Change			Change
Current Assets	$	1,859,307	$	1,895,097	$	(35,790	)		(2	%)
Current Liabilities		393,909		528,926		(135,017	)		(26	%)
Working Capital	$	1,465,398	$	1,366,171	$	99,227			7	%

Our working capital increased by $99,227 to $1,465,398 at June 30, 2017 from $1,366,171 at December 31, 2016. This increase in working capital is primarily attributable to:

● An increase in cash and cash equivalents of $1,497,685

● A decrease in due to related parties of $194,758

Offset by:

● A decrease in due from related parties of $1,409,286

● A decrease in other receivable of $158,319

Because the exchange rate conversion is different for the balance sheets and the statements of cash flows, the changes in assets and liabilities reflected on the statements of cash flows are not necessarily identical with the comparable changes reflected on the balance sheets.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures about Market Risk

Foreign Exchange Risk

While our reporting currency is the US dollar, all of our revenues and costs and expenses are denominated in RMB. All of our assets are denominated in RMB except for some cash and cash equivalents and accounts receivables. As a result, we are exposed to foreign exchange risk as our revenues and results of operations may be affected by fluctuations in the exchange rate between US dollar and RMB. If the RMB depreciates against the US dollar, the value of our RMB revenues, earnings and assets as expressed in our US dollar financial statements will decline. We have not entered into any hedging transactions in an effort to reduce our exposure to foreign exchange risk.

Inflation

Inflationary factors such as increases in the costs of our products and overhead costs may adversely affect our operating results. Inflation in China has recently increased substantially. The inflation rate in China was reported at approximately 1.8% percent for 2016 and 1.4% for 2015 (see http://www.statista.com/statistics/270338/inflation-rate-in-china/).

These factors have led to the adoption by the Chinese government, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. Price inflation can affect our ability to maintain current levels of gross margin and selling and distribution, general and administrative expenses as a percentage of net revenues if we are unable to pass along raw material price increases to customers. Accordingly, inflation in China may weaken our competitiveness domestically or in international markets.

32

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. In accordance with SEC rules, shares of our Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the applicable table below are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person. Subject to community property laws, where applicable, the persons or entities named in the tables below have sole voting and investment power with respect to all shares of our Common Stock indicated as beneficially owned by them.

Pre-Share Exchange

The following table sets forth certain information regarding the beneficial ownership of our Common Stock as of November 13, 2017, prior to the Share Exchange, by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock (our only classes of voting securities), (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. Unless otherwise indicated, the persons named in the table below had sole voting and investment power with respect to the number of shares indicated as beneficially owned by them.

Name and address of beneficial owner	Amount and nature of beneficial ownership		Percent of class (1)
Kimho Consultants Company Limited Silvercord Centre 30 Canton Road, Tsim Sha Tsui, Kowloon, Hong Kong		4,000,000 shares (direct)		78.3	%
All directors and executive officers as a group (1 person)		4,000,000		78.3	%

(1) Applicable percentage ownership is based on 5,110,000 shares of Common Stock outstanding immediately prior to the Share Exchange.

Post-Share Exchange

The following table sets forth information with respect to the beneficial ownership of our Common Stock as of November 13, 2017, after the Share Exchange and Share Cancellation, by (i) each stockholder known by us to be the beneficial owner of more than 5% of our Common Stock (our only class of voting securities), (ii) each of our directors and executive officers, and (iii) all of our directors and executive officers as a group. To the best of our knowledge, except as otherwise indicated, each of the persons named in the table has sole voting and investment power with respect to the shares of our Common Stock beneficially owned by such person, except to the extent such power may be shared with a spouse. To our knowledge, none of the shares listed below are held under a voting trust or similar agreement, except as noted. Other than the Share Exchange, to our knowledge, there is no arrangement, including any pledge by any person of securities of the Company or any of its parents, the operation of which may at a subsequent date result in a change in control of the Company.

Name and address of beneficial owner	Amount and nature of beneficial ownership		Percent of class (1)
I JIU JIU Limited (2)		8,000,000		87.8	%
Jiu Xin Cai Yuan Limited(2)		5,600,000		61.5	%
Yangming Development Limited (2)		2,400,000		26.3	%
Directors and Executive Officers
Xiangbin Meng, Chairman, President and Sole Director of the Board (3)		8,000,000		87.8	%
					%
Xuefei Kang, Chief Executive Officer		0		*	%
Jinhua Shao, Chief Financial Officer and Secretary		0		*	%
All directors and executive officers as a group (3 persons)		8,000,000		87.8	%

* Less than 1%

33

(1) Applicable percentage ownership is based on 9,110,000 shares of Common Stock outstanding immediately after the Share Exchange.

(2) The business address of I JIU JIU Limited, Jiu Xin Cai Yuan Limited and Yangming Development Limited is G2 Tianyangyunhe, No. 56, Jianguo Road, Chaoyang District, Beijing, China.

(3) The shares held by I JIU JIU Limited are beneficially owned by Mr. Xiangbin Meng, the Chairman of the Board of Directors of the Company. Mr. Meng is the sole director and 100% owner of both Jiu Xin Cai Yuan Limited and Yangming Development Limited which in turn hold 100% shares of I JIU JIU Limited.

DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

Directors and Executive Officers

Below are the names of and certain information regarding the Company’s current executive officers and directors:

Name	Age	Position
Xiangbin Meng	30	Chairman and President
Xuefei Kang	35	Chief Executive Officer
Jinhua Shao	37	Chief Financial Official and Secretary

Directors are elected to serve until the next annual meeting of stockholders and until their successors are elected and qualified. Directors are elected by a majority of the votes cast at the annual meeting of stockholders and hold office until the expiration of the term for which he or she was elected and until a successor has been elected and qualified.

A majority of the authorized number of directors constitutes a quorum of the Board of Directors for the transaction of business. The directors must be present at the meeting to constitute a quorum. However, any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all members of the Board of Directors individually or collectively consent in writing to the action.

Executive Officers to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders.

The principal occupation and business experience during at least the past five years for our executive officers and directors is as follows:

Xingbin Meng– Chairman and President

Xingbin Meng, Chairman of Beijing Jiucheng since 2013, has always been a natural leader. He received the honorary title of being one of the China’s annual Economic Figure in 2014. Since March 2015, Meng has also been the Chairman of Beijing Jiuyuan Investment Co. Ltd. From 2009 to 2012, he served as Chief Manager of North China region of China Mingsheng Bank. Meng graduated from Harbin University of Science and Technology with a bachelor degree.

Xuefei Kang– Chief Executive Officer  

Xuefei Kang has been Beijing Jiucheng’s CEO since May 2016. Kang previously served as our chief financial officer and has been a member of our board of directors since our formation. From 2010 to 2012, Kang founded his own company, Beijing Aiyisio Technology, Co. Ltd, which specializes in providing internet search engine optimization service and served as its CEO. From 2012 to 2014, Kang served as Vice Manager for Hao Chen Software Co. Ltd, a leading Computer-aided design (CAD) public company in China. From 2014 to 2016, Kang was Vice President for Haixiang Century Information Service Co. Ltd. He received his associate degree in Computer Science from Harbin Huaxia Computer Vocational Technology College.

Jinhua Shao–Chief Financial Official and Secretary

Jinhua Shao has been with Beijing Jiucheng since March 2016. He currently serves as Beijing Jiucheng’s chief financial officer. Shao has over 10 year related experience in accounting. From 2004 to 2009, he was Settlement Manager for Suning Commerce Group, one of the largest non-governmental retailers in China. From 2009 to 2011, Shao was the Chief Manager of the Accounting Department of Dangdang.com, a Chinese electronic commerce company that trades its securities on NYSE. From 2011 to 2014, Shao was Chief Financial Officer for Beijing Shunfeng E-Commerce Co. Ltd. From 2014 to 2015, he served as chief financial officer for Interchina Group. Shao obtained his bachelor degree in accounting from Nanjing Audit University.

34

Director Independence

We are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which has requirements that a majority of the board of directors be “independent” and, as a result, we are not at this time required to have our Board of Directors comprised of a majority of “independent directors.” None of our directors are independent directors under the applicable standards of the SEC and the NASDAQ stock market.

Family Relationships

There are no family relationships among our directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors or executive officers has been involved in any of the following events during the past ten years:

● 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;

● any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offences);

● being 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 or her involvement in any type of business, securities or banking activities; or

● being 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, and the judgment has not been reversed, suspended, or vacated.

Board Committees

The Company currently has not established any committees of the Board of Directors. Our Board of Directors may designate from among its members an executive committee and one or more other committees in the future. We do not have a nominating committee or a nominating committee charter. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. To date, other than as described above, no security holders have made any such recommendations. The entire Board of Directors performs all functions that would otherwise be performed by committees. Given the present size of our board it is not practical for us to have committees. If we are able to grow our business and increase our operations, we intend to expand the size of our board and allocate responsibilities accordingly.

Audit Committee Financial Expert

We have no separate audit committee at this time. The entire Board of Directors oversees our audits and auditing procedures. Neither of our directors is an “audit committee financial expert” within the meaning of Item 407(d)(5) of SEC regulation S-K.

Compensation Committee

We have no separate compensation committee at this time. The entire Board of Directors oversees the functions which would be performed by a compensation committee.

35

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information concerning the total compensation paid or accrued by us and Beijing Jiucheng during the last two fiscal years indicated to (i) all individuals that served as our or Beijing Jiucheng’s principal executive officer or acted in a similar capacity for us or Beijing Jiucheng at any time during the most recent fiscal year indicated; (ii) the two most highly compensated executive officers who were serving as executive officers of us or Beijing Jiucheng at the end of the most recent fiscal year indicated that received annual compensation during such fiscal year in excess of $100,000; and (iii) up to two additional individuals for whom disclosure would have been provided pursuant to clause (ii) above but for the fact that the individual was not serving as an executive officer of us or Beijing Jiucheng at the end of the most recent fiscal year indicated. No executive officer of ours or Beijing Jiucheng has received annual compensation in excess of $100,000.

Name & Principal Position	Fiscal Year ended December 31,		Salary ($)		Bonus ($)		Stock Awards($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Zur Dadon (CEO) (1)		2016		0		0		0		0		0		0		0		0
		2015		0		0		0		0		0		0		0		0

Name & Principal Position	Fiscal Year ended December 31,		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards($)(2)		Non-Equity Incentive Plan Compensation ($)		Non-Qualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Xiangbin Meng		2016		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
(President) (2)		2015		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Xuefei Kang (CEO) (2)		2016		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
		2015		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
Jinhua Shao (CFO) (2)		2016		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-
		2015		-0-		-0-		-0-		-0-		-0-		-0-		-0-		-0-

⁽¹⁾ On November 22, 2017, Mr. Zur Dadon will resign as our sole executive officer

⁽²⁾ Reflects compensation received from Beijing Jiucheng.

We have no plans in place and have never maintained any plans that provide for the payment of retirement benefits or benefits that will be paid primarily following retirement including, but not limited to, tax qualified deferred benefit plans, supplemental executive retirement plans, tax-qualified deferred contribution plans and nonqualified deferred contribution plans.

Except as indicated below, we have no contracts, agreements, plans or arrangements, whether written or unwritten, that provide for payments to the named executive officers listed above.

Employment Agreements

None of the Company’s executive officers have employment agreements directly with the Company, although they may enter into such agreements in the future.

Director Compensation

We have not compensated our directors, in their capacities as such, since our respective formations.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SEC rules require us to disclose any transaction or currently proposed transaction in which the Company is a participant and in which any related person has or will have a direct or indirect material interest involving the lesser of $120,000 or one percent (1%) of the average of the Company’s total assets as of the end of last two completed fiscal years. A related person is any executive officer, director, nominee for director, or holder of 5% or more of the Company’s Common Stock, or an immediate family member of any of those persons.

36

The descriptions set forth above under the captions “The Share Exchange and Related Transactions—Share Exchange Agreement,” “—Split-Off,” and “Executive Compensation—Employment Agreements” and “—Director Compensation” and below under “Description of Securities—Options” are incorporated herein by reference.

During the period ending December 31, 2016, the Company received a loan in the amount of $45,207 from Zur Dadon, our sole director. Such debt is unsecured, interest-free and repayable on demand. As of November 14, 2017, Company has no debt outstanding.

During the period ending December 31, 2015, the Company received a loan in the amount of $23,497 from Zur Dadon, our sole director. Such debt is unsecured, interest-free and repayable on demand. As of November 14, 2017, Company has no debt outstanding.

We currently do not have a policy in place for dealing with related party matters.

MARKET PRICE OF AND DIVIDENDS ON COMMON EQUITY AND RELATED STOCKHOLDER

MATTERS

Our Common Stock is quoted on OTC Pink Markets (OTC Pink) under the symbol “SRTN”. Our Common Stock has never traded and no assurance can be given that an active market will develop or if developed, that it will be maintained.

As of the date of this Report and taking into effect of the Share Exchange and Share Cancellation, we have 9,110,000 shares of Common Stock outstanding held by approximately 24 shareholders of record.

Dividend Policy

We have never paid any cash dividends on our capital stock and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future. We intend to retain future earnings to fund ongoing operations and future capital requirements. Any future determination to pay cash dividends will be at the discretion of our Board of Directors and will be dependent upon financial condition, results of operations, capital requirements and such other factors as the Board of Directors deems relevant.

DESCRIPTION OF SECURITIES

We have authorized capital stock consisting of 75,000,000 shares of Common Stock. As of the date of this Report, we had 9,110,000 shares of Common Stock issued and outstanding, and no shares of preferred stock issued and outstanding.

Common Stock

The holders of outstanding shares of Common Stock are entitled to receive dividends out of assets or funds legally available for the payment of dividends of such times and in such amounts as the board from time to time may determine. Holders of Common Stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. There is no cumulative voting of the election of directors then standing for election. The Common Stock is not entitled to pre-emptive rights and is not subject to conversion or redemption. Upon liquidation, dissolution or winding up of our company, the assets legally available for distribution to stockholders are distributable ratably among the holders of the Common Stock after payment of liquidation preferences, if any, on any outstanding payment of other claims of creditors. Each outstanding share of Common Stock is duly and validly issued, fully paid and non-assessable.

Options

We do not presently have any issued and outstanding stock options.

Warrants

We do not presently have any issued and outstanding stock warrants.

Other Convertible Securities

As of the date hereof, the Company does not have any outstanding convertible securities.

37

Transfer Agent

The transfer agent for our Common Stock is Globex Transfer, LLC. The transfer agent’s address is 780 Deltona Blvd, Suite 202, Deltona, Florida 32725, and its telephone number is (813) 344-4490.

LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

We are currently not aware of any pending legal proceedings to which we are a party or of which any of our property is the subject, nor are we aware of any such proceedings that are contemplated by any governmental authority.

INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Nevada Private Corporation Law and our Articles of Incorporation allow us to indemnify our officers and directors from certain liabilities and our By-Laws state that we shall indemnify every present or former director or officer of ours or one of our subsidiaries (each an “Indemnitee”).

Our By-Laws provide that we shall indemnify an Indemnitee against all costs, charges and expenses, including amounts paid to settle an action or satisfy a judgment, actually and reasonably incurred by such Indemnitee.

Other than discussed above, none of our By-Laws, or Articles of Incorporation includes any specific indemnification provisions for our officers or directors against liability under the Securities Act. Additionally, insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Shares Issued in Connection with the Share Exchange

On November 10, 2017, pursuant to the terms of the Share Exchange, all of the shares of I JIU JIU were exchanged for 8,000,000 restricted shares of our Common Stock. This transaction was exempt from registration pursuant to Section 4(a)(2) of the Securities Act as not involving any public offering and/or Regulation S under the Securities Act. None of the shares were sold through an underwriter and accordingly, there were no discounts or commissions involved.

Sales of Unregistered Securities of I JIU JIU

Set forth below is information regarding shares of ordinary shares granted by I JIU JIU within the past three years that were not registered under the Securities Act of 1933, as amended (the “Securities Act”). Also included is information relating to the section of the Securities Act, or rule of the Securities and Exchange Commission, under which exemption from registration was claimed. Share and per share stock numbers below in this Item do not give effect to the Share Exchange on November 10, 2017, in which each share of I JIU JIU stock outstanding at the time of the Share Exchange was automatically converted into shares of our Common Stock at the applicable conversion ration described elsewhere herein.

Except the Share Exchange, I JIU JIU had no unregistered sales of securities in the past three years.

ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT

The information regarding change of control of the Company in connection with the Share Exchange set forth in Item 2.01, “Completion of Acquisition or Disposition of Assets—The Share Exchange and Related Transactions” is incorporated herein by reference.

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

The information regarding departure and election of directors and departure and appointment of principal officers of the Company in connection with the Share Exchange set forth in Item 2.01, “Completion of Acquisition or Disposition of Assets—The Share Exchange and Related Transactions” is incorporated herein by reference.

38

ITEM 8.01 OTHER EVENTS

Share Cancellation

In connection with the Share Exchange Agreement, the Company’s majority shareholder, Kimho Consultants Company Limited, (“Kimho” or the “Majority Shareholder”) entered into a share cancellation agreement with I JIU JIU’s stockholders whereby Kimho, owning an aggregate of 4,000,000 shares of the Company’s Common Stock agreed to cancel all its 4,000,000 shares of Common Stock in exchange of $440,000 paid by I JIU JIU’s stockholders (“Share Cancellation”).

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial statements of businesses acquired.

In accordance with Item 9.01(a), Beijing Jiucheng’s audited financial statements as of, and for the years ended December 31, 2016 and 2015, Beijing Jiucheng’s unaudited financial statements as of, and for the six months ended June 30, 2017, and the accompanying notes, are included in this Report beginning on Page F-1.

(b) Pro forma financial information.

In accordance with Item 9.01(c), the following unaudited pro forma financial information with respect to the Share Exchange with I JIU JIU reported in Item 2.01 of this Current Report on Form 8-K are included in this Report beginning on page F-37.

● Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2017

● Unaudited Pro Forma Condensed Combined Statement of Operations for the three and six months ended June 30, 2017

● Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2016

● Notes to the Unaudited Pro Forma Condensed Combined Financial Statements.

(c) Exhibits

In reviewing the agreements included or incorporated by reference as exhibits to this Current Report on Form 8-K, please remember that they are included to provide you with information regarding their terms and are not intended to provide any other factual or disclosure information about the Company or the other parties to the agreements. The agreements may contain representations and warranties by each of the parties to the applicable agreement. These representations and warranties have been made solely for the benefit of the parties to the applicable agreement and:

● should not in all instances be treated as categorical statements of fact, but rather as a way of allocating the risk to one of the parties if those statements prove to be inaccurate;

● have been qualified by disclosures that were made to the other party in connection with the negotiation of the applicable agreement, which disclosures are not necessarily reflected in the agreement;

● may apply standards of materiality in a way that is different from what may be viewed as material to you or other investors; and

● were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement and are subject to more recent developments.

Accordingly, these representations and warranties may not describe the actual state of affairs as of the date they were made or at any other time. Additional information about the Company may be found elsewhere in this Current Report on Form 8-K and the Company’s other public filings, which are available without charge through the SEC’s website at http://www.sec.gov.

39

Exhibit Number	Description
2.1*	Share Exchange Agreement, dated as of November 10, 2017, by and among the Registrant, I JIU JIU Limited (“I JIU JIU”) and the Shareholders of I JIU JIU.
2.2*	Share Cancellation Agreement, dated as of November 10, 2017, by and among I JIU JIU, Jiu Xin Cai Yuan Limited, Yangming Development Limited and Kimho Consultants Company Limited.
3.1	Articles of Incorporation of the Registrant (incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 27, 2014)
3.2	By-Laws of the Registrant (incorporated by reference from the Registrant’s Registration Statement on Form S-1 filed on June 27, 2014)
10.1*	Exclusive Technical Consultancy and Services Agreement, dated as of August 1, 2017, between Beijing Jiucheng Information Consulting Co. Ltd (“WFOE”) and Beijing Jiucheng Asset Management Co. Ltd (“Beijing Jiucheng”).
10.2*	Equity Pledge Agreement, dated as of August 1, 2017, by and among WFOE and the shareholders of Beijing Jiucheng.
10.3*	Shareholders’ Proxy Agreement, dated as of August 1, 2017, by and among WFOE, Beijing Jiucheng, and the shareholders of Beijing Jiucheng
10.4*	Exclusive Call Option Agreement, dated as of August 1, 2017, by and among Ruixiang Technology Group, Ltd., Beijing Jiucheng, and the shareholders of Beijing Jiucheng.
10.5*	Operating Agreement, dated as of August 1, 2017, by and among WFOE, Beijing Jiucheng, and the shareholders of Bejing Jiucheng.
21.1*	Subsidiaries of the Registrant

* Filed herewith

40

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.

	Spirit International Inc.
Date: November 13, 2017	By:	/s/ Zur Dadon
	Name:	Zur Dadon
	Title:	Chief Executive Officer

41

BEIJING JIUCHENG ASSET MANAGEMENT CO., LTD

FINANCIAL STATEMENTS

	Page
Report of Independent Registered Public Accounting Firm	F-2
Balance Sheets as of December 31, 2016 and 2015	F-3
Statements of Operations and Comprehensive Income (Loss) for the Years Ended December 31, 2016 and 2015	F-4
Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 2016 and 2015	F-5
Statements of Cash Flows for the Years Ended December 31, 2016 and 2015	F-6
Notes to Financial Statements	F-7 - F-20
Condensed Balance Sheets as of June 30, 2017 (Unaudited) and December 31, 2016	F-21
Condensed Statements of Operations and Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2017 and 2016 (Unaudited)	F-22
Condensed Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016 (Unaudited)	F-23
Notes to Condensed Financial Statements (Unaudited)	F-24 - F-36
Unaduited Pro Forma Condensed Combined Financial Data	F-37
Unaudited Pro Forma Condensed Balance Sheet as of June 30, 2017	F-38
Unaudited Pro Forma Condensed Statements of Operations for the Three-Months ended June 30, 2017	F-39
Unaudited Pro Forma Condensed Statements of Operations for the Six-Months ended June 30, 2017	F-40
Unaudited Pro Forma Condensed Statements of Operations for the Year ended December 31, 2016	F-41
Notes to Unaudited Pro Forma Condensed Combined Financial Statements	F-42

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors of

Beijing Jiucheng Asset Management Co., Ltd.

We have audited the accompanying balance sheets of Beijing Jiucheng Asset Management Co., Ltd. (the “Company”) as of December 31, 2016 and 2015 and the related statements of operations and comprehensive loss, changes in stockholders’ equity, and cash flows for each of the two years in the period ended December 31, 2016.  These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the 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 financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Beijing Jiucheng Asset Management Co., Ltd. as of December 31, 2016 and 2015 and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

/s/ RBSM LLP

New York, New York

November 13, 2017

F-2

Beijing Jiucheng Asset Management Co., Ltd.

Balance Sheets

(Stated in US Dollars)

	December 31,			December 31,
	2016			2015
ASSETS
Current assets
Cash and cash equivalents	$	12,924		$	116,304
Other receivable		177,741			89,731
Prepaid expenses		30,000			-
Advances to suppliers		5,760			-
Due from related parties		1,668,672			1,058,157
Total current assets		1,895,097			1,264,192
Non-current assets
Security Deposit		-			169,616
Property, plant and equipment, net		79,285			146,206
Total non-current assets		79,285			315,822
Total assets	$	1,974,382		$	1,580,014
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Accrued liabilities	$	10,773		$	9,268
Other payable		39,476			40,264
Due to related parties		397,301			25,791
Deferred rent		-			8,680
VAT payable		81,376			12,702
Total current liabilities		528,926			96,705
Total liabilities		528,926			96,705
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Paid-in capital		16,002,704			16,002,704
Due from related parties		(11,519,905	)		(12,335,147	)
Accumulated deficit		(1,602,256	)		(1,665,152	)
Accumulated other comprehensive loss		(1,435,087	)		(519,096	)
Total stockholders’ equity		1,445,456			1,483,309
Total liabilities and stockholders’ equity	$	1,974,382		$	1,580,014

The accompanying notes are an integral part of these financial statements.

F-3

Beijing Jiucheng Asset Management Co., Ltd.

Statements of Operations and Comprehensive Loss 

(Stated in US Dollars)

	For the			For the
	Year Ended			Year Ended
	December 31,			December 31,
	2016			2015
Revenue	$	1,365,337		$	525,697
Operating expenses:
Selling expenses		196,168			295,598
General and administrative expenses		1,129,923			1,179,468
Total operating expenses		1,326,091			1,475,066
Income (loss) from operations		39,246			(949,369	)
Other income (expense):
Other income		44,219			3,149
Other expense		(15,035	)		-
Financial service fee		-			(21,632	)
Bank charges		(5,534	)		(7,055	)
Total other income (expense), net		23,650			(25,538	)
Income (loss) before taxes		62,896			(974,907	)
Provision for income tax expense		-			-
Net income (loss)	$	62,896		$	(974,907	)
Comprehensive Loss:
Net income (loss)	$	62,896		$	(974,907	)
Foreign currency translation adjustment		(915,991	)		(632,649	)
Comprehensive loss	$	(853,095	)	$	(1,607,556	)

The accompanying notes are an integral part of these financial statements.

F-4

Beijing Jiucheng Asset Management Co., Ltd.

Statements of Changes in Stockholders’ Equity

For the Years Ended December 31, 2016 and 2015
(Stated in US Dollars)

			Due from
			Related						Other
	Paid-in		Parties –			Accumulated			Comprehensive
	Capital		Contra Equity			Deficit			Income (Loss)			Total
Balance, December 31, 2014	$	16,002,704	$	(12,888,878	)	$	(690,245	)	$	113,553		$	2,537,134
Net loss		-		-			(974,907	)		-			(974,907	)
Changes in due from related parties – contra equity		-		553,731			-			-			553,731
Foreign currency translation adjustment		-		-			-			(632,649	)		(632,649	)
Balance, December 31, 2015		16,002,704		(12,335,147	)		(1,665,152	)		(519,096	)		1,483,309
Net income		-		-			62,896			-			62,896
Changes in due from related parties – contra equity		-		815,242			-			-			815,242
Foreign currency translation adjustment		-		-			-			(915,991	)		(915,991	)
Balances, December 31, 2016	$	16,002,704	$	(11,519,905	)	$	(1,602,256	)	$	(1,435,087	)	$	1,445,456

The accompanying notes are an integral part of these financial statements.

F-5

Beijing Jiucheng Asset Management Co., Ltd.

Statements of Cash Flows

(Stated in US Dollars)

	For the			For the
	Year Ended			Year Ended
	December 31,			December 31,
	2016			2015
Cash flows from operating activities:
Net income (loss)	$	62,896		$	(974,907	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation		58,129			24,800
Changes in operating assets and liabilities:
Other receivables		67,377			(26,492	)
Prepaid expenses		(30,000	)		-
Advances to suppliers		(6,020	)		-
Due from related parties		(1,447,848	)		(523,975	)
Due to related parties		59,703			16,760
Accrued liabilities		2,213			(853	)
Other payables		1,957			24,346
Deferred rent		(8,472	)		8,956
VAT payable		72,653			12,955
Net cash used in operating activities		(1,167,412	)		(1,438,410	)
Cash flows from investing activities:
Purchase of property and equipment		-			(121,883	)
Working capital advances made to related parties		(67,060,526	)		(56,652,637	)
Repayments of working capital advances received from related parties		55,974,375			57,959,754
Net cash (used in) provided investing activities		(11,086,151	)		1,185,234
Cash flows from financing activities:
Working capital advances received from related parties		12,153,548			-
Net cash provided by financing activities		12,153,548			-
Effect of exchange rate change on cash		(3,365	)		(8,423	)
Net change in cash and cash equivalents		(103,380	)		(261,599	)
Cash and cash equivalents - beginning of period		116,304			377,903
Cash and cash equivalents - end of period	$	12,924		$	116,304
Supplemental disclosure of cash flow information
Interest paid	$	-		$	-
Income tax paid	$	-		$	-
Non-cash investing and financing activities
Fixed assets transferred to related party in exchange of receivable	$	1,716		$	-

The accompanying notes are an integral part of these financial statements.

F-6

Beijing Jiucheng Asset Management Co., Ltd.

Notes to Financial Statements

NOTE 1 - NATURE OF OPERATIONS

Beijing Jiucheng Asset Management Co., Ltd. (“Beijing Jiucheng”) was incorporated in Beijing, China on January 13, 2012 under the law of People’s Republic of China (“PRC” or “China”). Beijing Jiucheng primarily operates its business through an electronic online financial platform, www.9caitong.com (“website”). Beijing Jiucheng generates revenue from the services that facilitate matching personal loan lender with individual and small and medium sized enterprises (“SME”)   borrowers in China.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The financial statements of Beijing Jiucheng have been prepared in accordance with generally accepted accounting principles in the United States of America. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. Beijing Jiucheng’s financial statements are expressed in U.S. dollars.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates. Significant estimates during the years ended December 31, 2016 and 2015 include the allowance for doubtful accounts, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and accruals for taxes due.

Financial Instrument

The carrying amount reported in the balance sheet for cash, other receivables, accrued liabilities and other payables approximate fair value because of the immediate or short-term maturity of these financial instruments.

Cash and Cash Equivalents

Beijing Jiucheng considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Beijing Jiucheng maintains with various financial institutions in the PRC. At December 31, 2016 and 2015, cash balances held in PRC banks are uninsured. Beijing Jiucheng has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts.

F-7

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in operating income (loss). Major additions, renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred.

Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets’ estimated residual value:

Classification	Estimated useful life
Computer and office equipment	3 years
Furniture	3 years
Vehicles	3 years

Revenue Recognition

Beijing Jiucheng provides intermediary services to Xiangbin Meng, the personal loan provider, the personal loan borrowers and the financial products investors. Beijing Jiucheng charges fees for the intermediary services to the personal loan borrowers.

The revenue process starts when an individual who has financing needs submits the loan application to Beijing Hengjiu Investment Management Co., Ltd. (“Hengjiu”). Hengjiu, along with its sub-contractor, Zhongcheng Zhengxin (Beijing) Co., Ltd. (“Zhongcheng Zhengxin”), provide financial consulting services such as loan origination criteria checkup, risk assessment, and assessment/evaluation of vehicle collateral. Hengjiu is a related party which was 75% owned by Jiuyuan and 25% owned by Xiangbin Meng, Beijing Jiucheng’s Chairman. Zhongcheng Zhengxin is a third party who provides credit assessment services. Upon completion of the background check, Xiangbin Meng (“Meng”), the maker of the loan, enters into the loan agreement with the qualified loan borrowers and initiates the transfer of the cash to the borrowers or borrowers’ agents. The loan usually matures in three months and using borrowers’ vehicle as collateral.

After the borrowers receive the fund transfer, Beijing Jiucheng then packages the debt claims of Meng into corresponding financial products and places in its physical stores or on its on-line platform for sale. Investors of those financial products are able to choose the financial products that meet their needs. Meng transfers his debt upon signing the debt transfer agreement with the financial products investors. The services were originally provided in physical stores in Beijing, Baoding, Hebei province and Weihai, Shandong province. Since April 2016, Beijing Jiucheng started to move majority of the business to its financial advisory on-line platform, Jiucaitong (www.9caitong.com). As less labor was required, in June 2016, Beijing Jiucheng shut down the physical stores in Baoding and Weihai.

Meng is responsible for making the loans and transfers the funds to the borrowers and collecting the service fees on behalf of all parties involved. Meng collects a portion of the service fees upfront and the rest on a monthly basis over the term of the loan from loan borrowers.

Beijing Jiucheng recognizes revenue, net of value-added taxes in the periods in which the related services are performed provided that persuasive evidence of an arrangement exists, the amount of the service fee is fixed in the loan agreements, and collectability is reasonably assured. The revenue is recognized when the loan agreements were executed and the funds were transferred to the loan borrowers, based on the predetermined service fee percentage of the total loan principal over the term of the loan. According to the service fee allocation agreement, Beijing Jiucheng is entitled to a service fee of 1% of the loan principal per month before July 1, 2016 and 1.5% per month effective July 1, 2016 and thereafter as Beijing Jiucheng increased the loan management and risk assessment services that were originally done by Beijing Hengjiu since May 2016.

F-8

Allowance for Doubtful Accounts

Service fee receivable is recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. Beijing Jiucheng makes estimates for the allowance for doubtful accounts based upon the assessment of various factors, including historical, experience, the age of the accounts receivable balances, credit quality of the loan borrowers, current economic conditions, and other factors that may affect the borrowers’ ability to pay. No allowance has been provided for at December 31, 2016 and 2015 as the service fees have been fully collected from the loan borrowers by Meng on Beijing Jiucheng’s behalf (see Note 6).

Advertising Expense

Beijing Jiucheng expenses advertising costs as they incurred. Total advertising expenses were $102,624 and $217,508 for the years ended December 31, 2016 and 2015, respectively, and have been included as part of selling expenses.

Deferred Rent

Beijing Jiucheng recognizes rent expense on a straight-line basis over the terms of the leases and, accordingly, the difference between cash rent payments and the recognition of rent expense was recorded as a deferred rent liability.  As of December 31, 2016 and 2015, Beijing Jiucheng recorded $0 and $8,680 in deferred rent, respectively.

Value-added Taxes

Pursuant to the PRC tax laws, in case of the financial services provided, generally the value added tax (“VAT”) rate is 3% of the gross sales for small scale VAT payer and 6% of the gross sales for general VAT payer. Small-scale taxpayers, being those without sophisticated business, accounting and auditing systems and whose turnover is below certain thresholds (ranging from RMB 500,000 to RMB 5,000,000 for services which have recently transitioned from Business Tax to VAT). Since March 2016, Beijing Jiucheng’s revenue exceeded RMB 5,000,000 and was considered as general taxpayer. For general VAT payer, VAT on sales is calculated at 6% on revenue from financial services provided. The accrued VAT is recorded as VAT payables in the financial statements. VAT is reported as a deduction to revenue when incurred.

Income Taxes

Beijing Jiucheng is governed by the Income Tax Law of the PRC. Beijing Jiucheng accounts for income taxes using the asset/liability method prescribed by ASC 740, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. Beijing Jiucheng records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

Beijing Jiucheng applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in Beijing Jiucheng’s financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to Beijing Jiucheng’s liability for income taxes. Any such adjustment could be material to Beijing Jiucheng’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2016 and 2015, Beijing Jiucheng had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

F-9

Foreign Currency Translation

The functional currency of Beijing Jiucheng’s operations in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements are translated to U.S. dollars using the period end rates of exchange for assets and liabilities, equity is translated at historical exchange rates, and average rates of exchange (for the period) are used for revenues and expenses and cash flows. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income / loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

All of Beijing Jiucheng’s revenue transactions are transacted in its functional currency. Beijing Jiucheng does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of Beijing Jiucheng.

Asset and liability accounts at December 31, 2016 and 2015 were translated at 6.9445 RMB to $1.00 and at 6.4855 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the years ended December 31, 2016 and 2015 were 6.6444 RMB and 6.2854 RMB to $1.00, respectively. Cash flows from Beijing Jiucheng’s operations are calculated based upon the local currencies using the average translation rate. 

Credit Risk and Concentration

Beijing Jiucheng’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents. The majority of cash equivalents consists of short-term money market funds, which are managed by reputable financial institutions.

Beijing Jiucheng performs ongoing credit evaluations of borrowers, and generally do not require additional collateral except for personal vehicles. No borrowers represented 10% or more of total revenue during the years ended December 31, 2016 and 2015.

Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. Beijing Jiucheng’s other comprehensive income (loss) is comprised of foreign currency translation adjustments.

Fair Value Measurements

Beijing Jiucheng applies the provisions of ASC Subtopic 820-10, ”Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements.  ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

F-10

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, Beijing Jiucheng considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

☐ Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

☐ Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

☐ Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of December 31, 2016 and 2015.

Related Parties

A party is considered to be related to Beijing Jiucheng if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with Beijing Jiucheng. Related parties also include principal owners of Beijing Jiucheng, its management, members of the immediate families of principal owners of Beijing Jiucheng and its management and other parties with which Beijing Jiucheng may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

Revenue Recognition: In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

F-11

In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new revenue recognition standard will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. Beijing Jiucheng currently anticipates adopting the new standard effective January 1, 2018. The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). Beijing Jiucheng is currently assessing the materiality of the impact to the financial statements, and have not yet selected a transition approach.

Leases: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. Beijing Jiucheng does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

Statement of Cash Flows: In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this Update provide guidance on the following eight specific cash flow issues. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice described above. ASU 2016-15 is effective for Beijing Jiucheng for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Beijing Jiucheng is still evaluating the effect that this guidance will have on Beijing Jiucheng’s consolidated financial statements and related disclosures.

Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash”(“ASU 2016-18”). ASU 2016-18 requires 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. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017 and early adoption is permitted. The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and removal of the changes in restricted cash activity, which are currently recognized in other financing activities, on the Statements of Consolidated Cash Flows. Furthermore, an additional reconciliation will be required to reconcile Cash and cash equivalents and restricted cash reported within the Consolidated Balance Sheets to sum to the total shown in the Statements of Consolidated Cash Flows. Beijing Jiucheng anticipates adopting this new guidance effective January 1, 2018. Beijing Jiucheng is currently evaluating this guidance and the impact it will have on the Consolidated Financial Statements and disclosures. 

F-12

NOTE 3 – OTHER RECEIVABLE

Other receivable consists of deposits and advances made to employees and other third parties to pay for operating expenses, such as property maintenance, water and sewer, and telephone bills. Other receivable as of December 31, 2016 and 2015 were $177,741 and $89,731, respectively.

NOTE 4 – SECURITY DEPOSIT

Pursuant to the terms of the Xizhimen Lease agreement (described in below), Beijing Jiucheng agreed to pay security deposit for a total of RMB 1,100,052 (approximately $170,000). The lease expired in May 2017 and Beijing Jiucheng classified the deposit as current asset as of December 31, 2016 and long term asset as of December 31, 2015.

NOTE 5 - PROPERTY AND EQUIPMENT

Property and equipment consist of the following:

	December 31,			December 31,
	2016			2015
Office furniture	$	39,286		$	42,065
Computer and office equipment		22,631			26,760
Vehicle		103,755			111,098
Total property and equipment		165,672			179,923
Less: accumulated depreciation		(86,387	)		(33,717	)
Total	$	79,285		$	146,206

Total depreciation expenses for the years ended December 31, 2016 and 2015 were $58,129 and $24,800, respectively.

During the year ended December 31, 2016, Beijing Jiucheng transferred office equipment in the net book value of $1,716 to Beijing JiuCheng Huijin Information Consulting Co., Ltd in exchange of receivable of $1,716.

Beijing Jiucheng did not capitalize the costs associated with building the online financial platform as the costs were not material.

NOTE 6 - RELATED PARTY TRANSACTIONS

The following is a list of related parties to which Beijing Jiucheng has transactions with:

(a) Xiangbin Meng (“Meng”), Beijing Jiucheng’s Chairman and a shareholder of Beijing Jiucheng;

(b) Jiuyuan Investment Co., Ltd. (“Jiuyuan”), a shareholder of Beijing Jiucheng;

(c) Beijing JiuCheng Huijin Information Consulting Co., Ltd (“Jiucheng Huijin”), an affiliated Company;

(d) Yasheng International Investment Ltd. (“Yasheng”), a former shareholder of Beijing Jiucheng;

(e) Beijing Jiuyuan Investment Share Holding Co., Ltd (“Beijing Jiuyuan”), an affiliated Company;

(f) Beijing Jiuxiang Financing Lease Co., Ltd. (“Jiuxiang”), an affiliated Company.

F-13

Amount due from related parties:

Amount due from related parties consisted of the following as of:

	December 31, 2016			December 31, 2015
Xiangbin Meng – Fees Receivable	$	1,877,130		$	526,654
Xiangbin Meng – Other		11,311,447			12,112,907
Jiuyuan		-			753,743
Due from Related Party – Contra Equity		(11,519,905	)		(12,335,147	)
Total	$	1,668,672		$	1,058,157

Beijing Jiucheng made several advances to Meng from paid-in capital for operation use of other affiliated companies owned by him. During the years ended December 31, 2016 and 2015, Beijing Jiucheng made advances to Meng for working capital totaled $15,080,744 and $14,410,457, respectively and received repayments totaled $15,080,337 and $6,362,455, respectively. As of December 31, 2016, and 2015, amount due from Meng was $11,311,447 and $12,112,907, respectively. These advances are due on demand, unsecured and non-interest bearing.

In the revenue cycle, Meng collects the service fees from the loan borrowers on behalf of Beijing Jiucheng, Zhongcheng Zhengxin, and Hengjiu. Meng then distribute to each party in accordance to the predetermined service fees percentage. As of December 31, 2016 and 2015, amount due from Meng for service revenue collected by Meng on Beijing Jiucheng’s behalf and not yet distribute to Beijing Jiucheng was $1,877,130 and $526,654, respectively.

Beijing Jiucheng is 70% owned by Jiuyuan. From time to time, Beijing Jiucheng and Jiuyuan paid general and administrative expenses for each other during the years ended December 31, 2016 and 2015. During the years ended December 31, 2016 and 2015, Jiuyuan paid on behalf of Beijing Jiucheng for working capital totaled $64,171 and $13,233, respectively. Beijing Jiucheng made advances to Jiuyuan for working capital totaled $51,979,782 and $42,242,180, respectively and received repayments totaled $40,894,038 and $51,597,299, respectively. Beijing Jiucheng received advances from Jiuyuan for working capital totaled $12,153,358 and $-0-, respectively and made repayments totaled $-0- for both years. Beijing Jiucheng has substantially reduced the related party transactions and gradually stopped payments on others’ behalves in 2017. As of December 31, 2016, Beijing Jiucheng has an amount due to Jiuyuan of $378,950 and as of December 31, 2015, Beijing Jiucheng has an amount due from Jiuyuan of $753,743.

Beijing Jiucheng has reclassified the amounts due from Meng of $11,519,905 and $12,335,147 as contra-equity account at December 31, 2016 and 2015, respectively. On February 15, 2017, Beijing Jiucheng reduced the contributed capital. In addition, a debt transfer agreement was entered into between Meng and Jiuyuan on February 28, 2017 and a debt offset agreement was entered into between Beijing Jiucheng and Meng on the same date. As a result of the capital reduction and the debt offset agreement, the amount due from related parties was reduced by $11,643,524 during the first quarter ended March 31, 2017 (see Note 10 for detail). The total amount due from related parties was $1,668,672 and $1,058,157 as of December 31, 2016 and 2015, respectively, which Beijing Jiucheng has collected $1,214,836 from the respective related party on June 29, 2017.

F-14

Amount due to related parties

Amount due to related parties consisted of the following as of:

	December 31, 2016		December 31, 2015
Jiuyuan	$	378,950	$	-
Yasheng		8,917		9,548
Jiucheng Huijin		5,867		16,243
Beijing Jiuyuan		2,304		-
Jiuxiang		1,263		-
Total	$	397,301	$	25,791

Beijing Jiucheng is 70% owned by Jiuyuan. From time to time, Beijing Jiucheng and Jiuyuan paid general and administrative expenses for each other during the years ended December 31, 2016 and 2015. Beijing Jiucheng has substantially reduced the related party transactions and gradually stopped payments on others’ behalves in 2017.

Yasheng paid general and administrative expense on behalf of Beijing Jiucheng. As of December 31, 2016 and 2015, Beijing Jiucheng recorded $8,917 and $9,548 due to Yasheng, respectively.

Jiucheng Huijin is 30% owned by Meng. From time to time, Jiucheng Huijin paid general and administrative expenses on behalf of Beijing Jiucheng during the years ended December 31, 2016 and 2015. As of December 31, 2016, Beijing Jiucheng has a payable due to Jiucheng Huijin amounted to $49,066. The amount was partially offset by receivable from vehicle leasing income incurred in 2016. On June 30, 2016, Jiucheng Huijin and Beijing Jiucheng entered a contract to lease two vehicles from Beijing Jiucheng. The contract started on June 30, 2016 and expired on June 30, 2017. Pursuant to the terms of the contract, Jiucheng Huijin has agreed to pay a monthly rental fee of RMB 25,000 (approximately $3,600). Beijing Jiucheng has a rental fee receivable of approximately $43,200 at December 31, 2016 due from Jiucheng Huijin. As of December 31, 2016 and 2015, Beijing Jiucheng recorded $5,867 and $16,243 due to Jiucheng Huijin, respectively.

Beijing Jiuyuan is 51% owned by Meng. On October 21, 2015, Beijing Jiuyuan entered into a six-year lease (“Chaoyang Lease”) and the lease was subsequently transferred to Jiuxiang on August 12, 2016. Beijing Jiucheng shares the office space with Beijing Jiuyuan and three other affiliated companies under the Chaoyang Lease. The rent expense allocated to Beijing Jiucheng each month is in accordance to the number of employees occupied in the office space. As of December 31, 2016 and 2015, amounts due to Beijing Jiuyuan related to rent expense were $2,304 and $0, respectively.

Jiuxiang is 75% owned by Jiuyuan. As mentioned above, Jiuxiang took over the lease since August 12, 2016. As of December 31, 2016 and 2015, Beijing Jiucheng recorded $1,263 and $0 due to Jiuxiang, respectively, for the rent expense.

F-15

For fiscal years 2016 and 2015, due to (from) related party activities consisted of the following:

	Jiuyuan			Meng			Meng - Receivable			Yasheng			Jiucheng Huijin			Beijing Jiuyuan			Jiuxiang			Total
Balance due (from) to related parties, December 31, 2014	$	(10,274,403	)	$	(4,506,886	)	$	(6,295	)	$	9,977		$	-		$	-		$	-		$	(14,777,607	)
Operating activities - Due (from) to related parties		13,233			-			(537,208	)		-			-			-			-			(523,975	)
Operating activities - Due to related parties		-			-			-			-			16,760			-			-			16,760
Investing activities - Working capital advances made to related parties		(42,242,180	)		(14,410,457	)		-			-			-			-			-			(56,652,637	)
Investing activities - Repayments received from related parties		51,597,299			6,362,455			-			-			-			-			-			57,959,754
Effect of foreign currency exchange		152,308			441,981			16,849			(429	)		(517	)		-			-			610,192
Balance due (from) to related parties, December 31, 2015	$	(753,743	)	$	(12,112,907	)	$	(526,654	)	$	9,548		$	16,243		$	-		$	-		$	(13,367,513	)
Operating activities - Due from related parties					-			(1,447,848	)		-			-			-			-			(1,447,848	)
Operating activities - Due to (from) related parties		64,171						-			-			(8,197	)		2,409			1,320			59,703
Investing activities - Working capital advances made to related parties		(51,979,782	)		(15,080,744	)		-			-			-			-			-			(67,060,526	)
Investing activities - Repayments received from related parties		40,894,038			15,080,337			-			-			-			-			-			55,974,375
Financing activities - Advances received from related parties		12,153,358			-			-			-			190			-			-			12,153,548
Fixed assets transferred to related party in exchange of receivable		-			-			-			-			(1,716	)		-			-			(1,716	)
Effect of foreign currency exchange		908			801,867			97,372			(631	)		(653	)		(105	)		(57	)		898,701
Balance due (from) to related parties, December 31, 2016	$	378,950		$	(11,311,447	)	$	(1,877,130	)	$	8,917		$	5,867		$	2,304		$	1,263		$	(12,791,276	)

F-16

NOTE 7 – OTHER PAYABLE

Other payable consists of the following as of December 31, 2016 and 2015:

	December 31, 2016		December 31, 2015
Social security and provident fund payable	$	5,554	$	517
Salary payable		24,048		38,196
Other levies		9,874		1,551
Total	$	39,476	$	40,264

NOTE 8 – VAT PAYABLE

Beijing Jiucheng’s VAT payable consists of 3% on the revenue generated while it was a small scale VAT payer (prior to March 2016) 6% on the revenue generated effective March 2016 as it became general VAT payer, and 3% on the car leasing revenue. VAT payable as of December 31, 2016 and 2015 were $81,376 and $12,702, respectively.

NOTE 9 - STATUTORY RESERVE

Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). Beijing Jiucheng did not make appropriations to statutory reserve as of December 31, 2016 as Beijing Jiucheng is able to use the current period (2016) net income after tax to offset against the accumulate loss from prior periods.

NOTE 10 - EQUITY TRANSACTIONS

Capital reduction

Upon formation, Meng contributed RMB 30,000,000 ($4,800,811) and Jiuyuan contributed RMB 70,000,000 ($11,201,893) for a total of RMB 100,000,000 ($16,002,704) to Beijing Jiucheng. As Beijing Jiucheng’s main revenue source is from intermediary services and management is not anticipating to make significant capital expenditures, on February 15, 2017, the Board of directors proposed to reduce the capital. Upon approval by the majority shareholders and Board of Directors, on February 15, 2017, Beijing Jiucheng reduced the contributed capital from RMB 100,000,000 ($16,002,704) to RMB 20,000,000 ($4,482,800). Beijing Jiucheng has obtained the new business license reflecting the change. Capital reduction made subsequent to December 31, 2016 for the two shareholders are as follows:

In RMB:

	Formation		Capital Reduction			After Reduction		Ownership
Meng		30,000,000		(24,000,000	)		6,000,000		30	%
Jiuyuan		70,000,000		(56,000,000	)		14,000,000		70	%
		100,000,000		(80,000,000	)		20,000,000		100	%

F-17

In USD:

	Formation		Capital Reduction			After Reduction		Ownership
Meng		4,800,811		(3,455,971	)		1,344,840		30	%
Jiuyuan		11,201,893		(8,063,934	)		3,137,959		70	%
		16,002,704		(11,519,905	)		4,482,799		100	%

A debt transfer agreement was signed between Meng and Jiuyuan on February 28, 2017. Pursuant to the terms of the agreement, Jiuyuan agreed to transfer to Meng a total of RMB 56,340,519 ($8,112,967) owed by Beijing Jiucheng.

On February 28, 2017, a debt offset agreement was signed between Beijing Jiucheng and Meng and pursuant to the terms of this agreement, the amount due to Jiuyuan which was transferred to Meng plus Meng’s portion of the capital reduction were offset by the amount due from Meng. As a result of the capital reduction and the debt offset agreement, the amount due from related parties was reduced by $11,643,524 during the first quarter ended March 31, 2017. Accordingly, Beijing Jiucheng has reclassified the amounts due from Meng of $11,519,905 and $12,335,147 as contra-equity account at December 31, 2016 and 2015, respectively.

NOTE 11 - INCOME TAXES

Jiucheng was incorporated in the People’s Republic of China and subject to PRC income tax at 25%. As of December 31, 2016 and 2015, Beijing Jiucheng in PRC had $1,373,945 and $1,471,177 in net operating loss carryforwards available to offset future taxable income, respectively. According to PRC tax regulations, the PRC net operating loss can generally be carried forward for no longer than five years starting from the year subsequent to the year in which the loss was incurred. Carryback of losses is not permitted.

Beijing Jiucheng believes that it is more likely than not that these net accumulated operating losses will not be utilized in the future. Therefore, Beijing Jiucheng has provided full valuation allowance for the deferred tax assets arising from the losses during the years ended December 31, 2016 and 2015, amounting to $343,486 and $367,794 respectively. Accordingly, Beijing Jiucheng has no net deferred tax assets.

Deferred income taxes reflect 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. The cumulative tax effect at the expected rate of 25% of significant items comprising the net deferred tax amount is at December 31, 2016 and 2015 as follows:

	2016			2015
Deferred tax assets:
Timing differences of advertisement expense	$	16,265		$	33,525
Net operating losses		343,468			367,794
Total deferred tax assets		359,751			401,319
Less: valuation allowance		(359,751	)		(401,319	)
Deferred tax assets, net	$	-		$	-
Deferred tax liabilities:	$	-		$	-
Total deferred tax liabilities	$	-		$	-

Significant components of income tax expense for the years ended December 31, 2016 and 2015 are as follows:

	For the		For the
	year		year
	ended		ended
	December 31,		December 31,
	2016		2015
Current tax expense	$	-	$	-
Deferred tax expense		-		-
Benefits of operating loss carryforwards		-		-
Tax expense (benefit)	$	-	$	-

F-18

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Operating Leases

Beijing Jiucheng shares its principal office with four other affiliated companies in Chaoyang, Beijing. On October 21, 2015, Beijing Jiuyuan entered into a six-year lease (“Chaoyang Lease”) and the lease was subsequently transferred to Jiuxiang on August 12, 2016. The Chaoyang Lease started on October 21, 2015 and expires on October 20, 2021. Pursuant to the terms of the lease, Jiuxiang has agreed to pay a monthly rent of RMB 491,168 (approximately $74,000) for the first three years and RMB 540,534 (approximately $81,000) for the remaining three years. Beijing Jiucheng recognizes rent expense on a straight-line basis over the terms of the leases. The rent expense allocated to Beijing Jiucheng each month is in accordance to the number of employees occupied in the office space.

Beijing Jiucheng operates its business in an office located at Xizhimen, Beijing, China. Beijing Jiucheng entered into a lease agreement (“Xizhimen Lease”) on January 1, 2015 pursuant to which Beijing Jiucheng agreed to pay $24,000 per month and the lease expired on May 31, 2017.

On May 22, 2017, Beijing Jiucheng entered into another operating lease agreement in Beijing as the successor of the Xizhimen Lease. Pursuant to the terms of the agreement, the lease started from May 22, 2017 and expires on May 21, 2019 and Beijing Jiucheng agreed to pay approximately $20,000 per month from June 22, 2017 to May 21, 2019.

As of December 31, 2016, Beijing Jiucheng was obligated under operating leases minimum rentals as follows:

	Allocated Lease *		Non-Cancellable Lease **		Total
2017	$	3,620	$	120,769	$	124,389
2018		3,620		-		3,620
2019		3,620		-		3,620
2020		3,620		-		3,620
2021		3,016		-		3,016
Total minimum lease payments	$	17,496	$	120,769	$	138,265

* - These are Beijing Jiucheng’s portion of minimum lease payments allocated by Beijing Jiucheng’s affiliated company, Jiuxiang, the leasee.

** - These are the minimum lease payments under the non-cancellable lease entered with a third party.

F-19

NOTE 13 – SUBSEQUENT EVENTS

On May 22, 2017, Beijing Jiucheng entered into an operating lease agreement in Beijing. Pursuant to the terms of the agreement, the lease started from May 22, 2017 and expires on May 21, 2019 and Beijing Jiucheng agreed to pay monthly rent of RMB 142,241 (approximately $20,000) from June 22, 2017 to May 21, 2019 with the first month rent free and monthly maintenance fee of RMB 15,318 (approximately $2,200) from May 21, 2017 to May 21, 2019. Beijing Jiucheng recognizes rent expense and maintenance fee on a straight-line basis over the terms of the lease.

On August 1, 2017, Beijing Jiucheng IT Consulting Enterprise Co. Ltd. (“Jiucheng Consulting”), a wholly foreign-owned enterprise of I JIU JIU Limited (“I JIU JIU”), obtained the controlling interest of Beijing Jiucheng through a series of contractual arrangements including Equity Pledge Agreement, Exclusive Technical Consultancy and Services Agreement, Exclusive Call Option Agreement, Shareholder Proxy Agreement, and Operating Agreement (the “VIE Agreements”).

On November 10, 2017, Spirit International, Inc. (“Spirit”), I JIU JIU Limited (“I JIU JIU”), the holding company of Rui Xiang, and the shareholders of I JIU JIU entered into the Share Exchange Agreement, which closed on the same date. Pursuant to the terms of the Share Exchange Agreement, Spirit exchanged 8,000,000 shares of their common stock for all of the outstanding capital stock of I JIU JIU with the result that I JIU JIU became a wholly owned subsidiary of Spirit.

F-20

Beijing Jiucheng Asset Management Co., Ltd.

Condensed Balance Sheets

(Stated in US Dollars)

	June 30,			December 31,
	2017			2016
	(Unaudited)
ASSETS
Current assets
Cash and cash equivalents	$	1,510,609		$	12,924
Other receivable		19,422			177,741
Prepaid expenses		69,890			30,000
Advances to suppliers		-			5,760
Due from related parties		259,386			1,668,672
Total current assets		1,859,307			1,895,097
Non-current assets
Security deposit		69,706			-
Property, plant and equipment, net		52,974			79,285
Total non-current assets		122,680			79,285
Total assets	$	1,981,987		$	1,974,382
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Current liabilities
Accrued liabilities	$	24,424		$	10,773
Other payable		45,012			39,476
Due to related parties		202,543			397,301
VAT payable		121,930			81,376
Total current liabilities		393,909			528,926
Total liabilities		393,909			528,926
Commitments and contingencies
STOCKHOLDERS’ EQUITY
Paid-in capital		4,359,180			16,002,704
Due from related parties		-			(11,519,905	)
Accumulated deficit		(1,496,359	)		(1,602,256	)
Accumulated other comprehensive loss		(1,274,743	)		(1,435,087	)
Total stockholders’ equity		1,588,078			1,445,456
Total liabilities and stockholders’ equity	$	1,981,987		$	1,974,382

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-21

Beijing Jiucheng Asset Management Co., Ltd.

Condensed Statements of Operations and Comprehensive Income (Loss) 

(Stated in US Dollars)

(Unaudited)

	For the Three Months Ended						For the Six Months Ended
	June 30,						June 30,
	2017			2016			2017			2016
Revenue	$	333,794		$	397,418		$	629,539		$	851,020
Operating expenses:
Selling expenses		35,112			66,874			65,877			93,284
General and administrative expenses		204,500			319,813			499,248			645,683
Total operating expenses		239,612			386,687			565,125			738,967
Income from operations		94,182			10,731			64,414			112,053
Other income (expense):
Other income		21,611			57			43,121			363
Other expense		-			(15,278	)		-			(15,278	)
Bank charges		(274	)		(1,341	)		(1,638	)		(3,038	)
Total other income (expense), net		21,337			(16,562	)		41,483			(17,953	)
Income (loss) before taxes		115,519			(5,831	)		105,897			94,100
Provision for income tax expense		-			-			-			-
Net income (loss)	$	115,519		$	(5,831	)	$	105,897		$	94,100
Comprehensive Income (Loss):
Net income (loss)	$	115,519		$	(5,831	)	$	105,897		$	94,100
Foreign currency translation adjustment		23,886			(397,599	)		160,344			(329,845	)
Comprehensive income (loss)	$	139,405		$	(403,430	)	$	266,241		$	(235,745	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-22

Beijing Jiucheng Asset Management Co., Ltd.

Condensed Statements of Cash Flows

(Stated in US Dollars)

(Unaudited)

	For the Six Months Ended
	June 30,
	2017			2016
Cash flows from operating activities:
Net income	$	105,897		$	94,100
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation		27,838			29,743
Changes in operating assets and liabilities:
Other receivables		372			62,735
Advances to suppliers		5,818			-
Due from related parties		554,662			(847,085	)
Due to related parties		63,498			34,282
Prepaid expenses		(39,312	)		(45,880	)
Security deposit		(68,756	)		-
Accrued liabilities		13,208			87,022
Other payables		4,522			(7,354	)
Deferred rent		-			(8,611	)
VAT payable		38,066			41,401
Net cash provided by (used in) operating activities		705,813			(559,647	)
Cash flows from investing activities:
Working capital advances made to related parties		(9,318,854	)		(49,353,110	)
Repayments of working capital advances received from related parties		6,474,695			49,813,856
Net cash (used in) provided by investing activities		(2,844,159	)		460,746
Cash flows from financing activities:
Advances received from related parties		4,004,754			-
Repayment made to related parties		(389,450	)		-
Net cash provided by financing activities		3,615,304			-
Effect of exchange rate change on cash		20,727			(1,207	)
Net change in cash and cash equivalents		1,497,685			(100,108	)
Cash and cash equivalents - beginning of period		12,924			116,304
Cash and cash equivalents - end of period	$	1,510,609		$	16,196
Supplemental disclosure of cash flow information
Interest paid	$	-		$	-
Income tax paid	$	-		$	-
Non-cash investing and financing activities
Fixed assets transferred to related party in exchange of receivable	$			$	1,743
Security deposit returned and paid directly to related party by landlord	$	160,013		$	-

The accompanying notes are an integral part of these unaudited condensed financial statements.

F-23

Beijing Jiucheng Asset Management Co., Ltd.

Notes to Condensed Financial Statements

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS

Beijing Jiucheng Asset Management Co., Ltd. (the “Company”) was incorporated in Beijing, China on January 13, 2012 under the law of People’s Republic of China (“PRC” or “China”). Beijing Jiucheng primarily operates its business through an electronic online financial platform, www.9caitong.com (“website”). Beijing Jiucheng generates revenue from the services that facilitate matching personal loan lender with individual and small and medium sized enterprises (“SMEs”) borrowers in China.

NOTE 2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The unaudited condensed financial statements of Beijing Jiucheng have been prepared in accordance with generally accepted accounting principles in the United States of America. This basis of accounting involves the application of accrual accounting and consequently, revenues and gains are recognized when earned, and expenses and losses are recognized when incurred. Beijing Jiucheng’s financial statements are expressed in U.S. dollars.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and six months ended June 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017. The unaudited condensed financial statements should be read in conjunction with the audited financial statements as of and for the year ended December 31, 2016 and footnotes thereto included in the same document. The condensed balance sheet as of December 31, 2016 contained herein has been derived from the audited financial statements as of December 31, 2016, but does not include all disclosures required by the generally accepted accounting principles in the U.S. (“U.S. GAAP”).

Use of Estimates and Assumptions

The preparation of financial statements in conformity with generally accepted accounting principles 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 period. Actual results could differ from those estimates. Significant estimates during the periods ended June 30, 2017 and, 2016 include the allowance for doubtful accounts, the useful life of property and equipment, assumptions used in assessing impairment of long-term assets, valuation of deferred tax assets and accruals for taxes due.

Financial Instrument

The carrying amount reported in the balance sheet for cash, other receivables, due from related parties, accrued liabilities and other payables approximate fair value because of the immediate or short-term maturity of these financial instruments.

Cash and Cash Equivalents

Beijing Jiucheng considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents. Beijing Jiucheng maintains with various financial institutions in the PRC. At June 30, 2017 and December 31, 2016, cash balances held in PRC banks are uninsured. Beijing Jiucheng has not experienced any losses in bank accounts and believes it is not exposed to any risks on its cash in bank accounts.

F-24

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation and impairment losses. Gains or losses on dispositions of property and equipment are included in operating income (loss). Major additions, renewals and improvements are capitalized, while maintenance and repairs are expensed as incurred.

Depreciation and amortization are provided over the estimated useful lives of the assets using the straight-line method from the time the assets are placed in service. Estimated useful lives are as follows, taking into account the assets’ estimated residual value:

Classification	Estimated useful life
Computer and office equipment	3 years
Furniture	3 years
Vehicles	3 years

Revenue Recognition

Beijing Jiucheng provides intermediary services to Xiangbin Meng, the personal loan provider, the personal loan borrowers and the financial products investors. Beijing Jiucheng charges fees for the intermediary services to the personal loan borrowers.

The revenue process starts when an individual who has financing needs submits the loan application to Beijing Hengjiu Investment Management Co., Ltd. (“Hengjiu”). Hengjiu, along with its sub-contractor, Zhongcheng Zhengxin (Beijing) Co., Ltd. (“Zhongcheng Zhengxin”), provide financial consulting services such as loan origination criteria checkup, risk assessment, and assessment/evaluation of vehicle collateral. Hengjiu is a related party which was 75% owned by Jiuyuan and 25% owned by Xiangbin Meng, Beijing Jiucheng’s Chairman. Zhongcheng Zhengxin is a third party who provides credit assessment services. Upon completion of the background check, Xiangbin Meng (“Meng”), the maker of the loan, enters into the loan agreement with the qualified loan borrowers and initiates the transfer of the cash to the borrowers or borrowers’ agents. The loan usually matures in three months and using borrowers’ vehicle as collateral.

After the borrowers receive the fund transfer, Beijing Jiucheng then packages the debt claims of Meng into corresponding financial products and places in its physical stores or on its on-line platform for sale. Investors of those financial products are able to choose the financial products that meet their needs. Meng transfers his debt upon signing the debt transfer agreement with the financial products investors. The services were originally provided in physical stores in Beijing, Baoding, Hebei province and Weihai, Shandong province. Since April 2016, Beijing Jiucheng started to move majority of the business to its financial advisory on-line platform, Jiucaitong (www.9caitong.com). As less labor was required, in June 2016, Beijing Jiucheng shut down the physical stores in Baoding and Weihai.

Meng is responsible for making the loans and transfers the funds to the borrowers and collecting the service fees on behalf of all parties involved. Meng collects a portion of the service fees upfront and the rest on a monthly basis over the term of the loan from loan borrowers.

Beijing Jiucheng recognizes revenue, net of value-added taxes in the periods in which the related services are performed provided that persuasive evidence of an arrangement exists, the amount of the service fee is fixed in the loan agreements, and collectability is reasonably assured. The revenue is recognized when the loan agreements were executed and the funds were transferred to the loan borrowers, based on the predetermined service fee percentage of the total loan principal over the term of the loan. According to the service fee allocation agreement, Beijing Jiucheng is entitled to a service fee of 1% of the loan principal per month before July 1, 2016 and 1.5% per month effective July 1, 2016 and thereafter as Beijing Jiucheng took over the responsibility to provide the loan management and risk assessment services that were originally done by Beijing Hengjiu since May 2016.

F-25

Allowance for Doubtful Accounts

Service fee receivable is recorded and carried at the original invoiced amount less an allowance for any potential uncollectible amounts. Beijing Jiucheng makes estimates for the allowance for doubtful accounts based upon the assessment of various factors, including historical, experience, the age of the accounts receivable balances, credit quality of the loan borrowers, current economic conditions, and other factors that may affect the borrowers’ ability to pay. No allowance has been provided for at June 30, 2017 and December 31, 2016 as the service fees have been fully collected from the loan borrowers by Meng on Beijing Jiucheng’s behalf (see Note 6).

Advertising Expense

Beijing Jiucheng expenses advertising costs as they incurred. Total advertising expenses were $49,726 and $41,072 for the six months ended June 30, 2017 and 2016, respectively, and $29,092 and $29,837 for the three months ended June 30, 2017 and 2016, respectively, and have been included as part of selling expenses.

Deferred Rent

Beijing Jiucheng recognizes rent expense on a straight-line basis over the terms of the leases and, accordingly, the difference between cash rent payments and the recognition of rent expense was recorded as a deferred rent liability. 

Value-added Taxes

Pursuant to the PRC tax laws, in case of the financial services provided, generally the value added tax (“VAT”) rate is 3% of the gross sales for small scale VAT payer and 6% of the gross sales for general VAT payer. Small-scale taxpayers, being those without sophisticated business, accounting and auditing systems and whose turnover is below certain thresholds (ranging from RMB 500,000 to RMB 5,000,000 for services which have recently transitioned from Business Tax to VAT). Since March 2016, Beijing Jiucheng’s revenue exceeded RMB 5,000,000 and was considered as general taxpayer. For general VAT payer, VAT on sales is calculated at 6% on revenue from financial services provided. The accrued VAT is recorded as VAT payables in the financial statements. VAT is reported as a deduction to revenue when incurred.

Income Taxes

Beijing Jiucheng is governed by the Income Tax Law of the PRC. Beijing Jiucheng accounts for income taxes using the asset/liability method prescribed by ASC 740, “Accounting for Income Taxes.” Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the period in which the differences are expected to reverse. Beijing Jiucheng records a valuation allowance to offset deferred tax assets if, based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

F-26

Beijing Jiucheng applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes,” which provides clarification related to the process associated with accounting for uncertain tax positions recognized in Beijing Jiucheng’s financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to Beijing Jiucheng’s liability for income taxes. Any such adjustment could be material to Beijing Jiucheng’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of June 30, 2017 and December 31, 2016, Beijing Jiucheng had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

Foreign Currency Translation

The functional currency of Beijing Jiucheng’s operations in the PRC is the Chinese Yuan or Renminbi (“RMB”). The financial statements are translated to U.S. dollars using the period end rates of exchange for assets and liabilities, equity is translated at historical exchange rates, and average rates of exchange (for the period) are used for revenues and expenses and cash flows. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income / loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.

All of Beijing Jiucheng’s revenue transactions are transacted in its functional currency. Beijing Jiucheng does not enter into any material transaction in foreign currencies. Transaction gains or losses have not had, and are not expected to have, a material effect on the results of operations of Beijing Jiucheng.

Asset and liability accounts at June 30, 2017 and December 31, 2016 were translated at 6.7810 RMB to $1.00 and at 6.9445 RMB to $1.00, respectively, which were the exchange rates on the balance sheet dates. Equity accounts were stated at their historical rates. The average translation rates applied to the statements of operations for the six months ended June 30, 2017 and 2016 were 6.8748 RMB and 6.5388 RMB to $1.00, respectively. Cash flows from Beijing Jiucheng’s operations are calculated based upon the local currencies using the average translation rate.

Credit Risk and Concentration

Beijing Jiucheng’s financial instruments that are potentially subject to concentrations of credit risk consist primarily of cash and cash equivalents. The majority of cash equivalents consists of short-term money market funds, which are managed by reputable financial institutions.

Beijing Jiucheng performs ongoing credit evaluations of borrowers, and generally do not require additional collateral except for personal vehicles. No borrowers represented 10% or more of total revenue during the three and six months ended June 30, 2017 and 2016.

Comprehensive Income (Loss)

Other comprehensive income (loss) refers to revenues, expenses, gains and losses that under generally accepted accounting principles are included in comprehensive income (loss) but are excluded from net income (loss) as these amounts are recorded directly as an adjustment to stockholders’ equity. Beijing Jiucheng’s other comprehensive income (loss) is comprised of foreign currency translation adjustments.

F-27

Fair Value Measurements

Beijing Jiucheng applies the provisions of ASC Subtopic 820-10, ”Fair Value Measurements”, for fair value measurements of financial assets and financial liabilities and for fair value measurements of non-financial items that are recognized or disclosed at fair value in the financial statements.  ASC 820 also establishes a framework for measuring fair value and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, Beijing Jiucheng considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

ASC 820 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes three levels of inputs that may be used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to measurements involving significant unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy are as follows:

☐ Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

☐ Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.

☐ Level 3 inputs to the valuation methodology are unobservable and significant to the fair value.

There were no assets or liabilities measured at fair value on a recurring basis subject to the disclosure requirements of ASC 820 as of June 30, 2017 and December 31, 2016.

Related Parties

A party is considered to be related to Beijing Jiucheng if the party directly or indirectly or through one or more intermediaries, controls, is controlled by, or is under common control with Beijing Jiucheng. Related parties also include principal owners of Beijing Jiucheng, its management, members of the immediate families of principal owners of Beijing Jiucheng and its management and other parties with which Beijing Jiucheng may deal if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. A party which can significantly influence the management or operating policies of the transacting parties or if it has an ownership interest in one of the transacting parties and can significantly influence the other to an extent that one or more of the transacting parties might be prevented from fully pursuing its own separate interests is also a related party.

Recent Accounting Pronouncements

Recently issued accounting pronouncements not yet adopted

Revenue Recognition: In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers: Topic 606 (ASU 2014-09), to supersede nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps:

Step 1: Identify the contract(s) with a customer.

Step 2: Identify the performance obligations in the contract.

Step 3: Determine the transaction price.

Step 4: Allocate the transaction price to the performance obligations in the contract.

Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation.

F-28

In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date, which delays the effective date of ASU 2014-09 by one year. The FASB also agreed to allow entities to choose to adopt the standard as of the original effective date. In March 2016, the FASB issued Accounting Standards Update No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations (Reporting Revenue Gross versus Net) (ASU 2016-08) which clarifies the implementation guidance on principal versus agent considerations. The guidance includes indicators to assist an entity in determining whether it controls a specified good or service before it is transferred to the customers. The new revenue recognition standard will be effective for us in the first quarter of 2018, with the option to adopt it in the first quarter of 2017. Beijing Jiucheng currently anticipates adopting the new standard effective January 1, 2018. The new standard also permits two methods of adoption: retrospectively to each prior reporting period presented (full retrospective method), or retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective method). Beijing Jiucheng is currently assessing the materiality of the impact to the financial statements, and have not yet selected a transition approach.

Leases: In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which supersedes the existing guidance for lease accounting, Leases (Topic 840). ASU 2016-02 requires lessees to recognize leases on their balance sheets, and leaves lessor accounting largely unchanged. The amendments in this ASU are effective for fiscal years beginning after December 15, 2018 and interim periods within those fiscal years. Early application is permitted for all entities. ASU 2016-02 requires a modified retrospective approach for all leases existing at, or entered into after, the date of initial application, with an option to elect to use certain transition relief. Beijing Jiucheng does not anticipate that this adoption will have a significant impact on its financial position, results of operations, or cash flows.

Statement of Cash Flows: In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): The amendments in this Update apply to all entities, including both business entities and not-for-profit entities that are required to present a statement of cash flows under Topic 230. The amendments in this Update provide guidance on the following eight specific cash flow issues. The amendments are an improvement to GAAP because they provide guidance for each of the eight issues, thereby reducing the current and potential future diversity in practice described above. ASU 2016-15 is effective for Beijing Jiucheng for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. Beijing Jiucheng is still evaluating the effect that this guidance will have on Beijing Jiucheng’s financial statements and related disclosures.

Statement of Cash Flows: In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230): “Restricted Cash”(“ASU 2016-18”). ASU 2016-18 requires 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. This update is effective in fiscal years, including interim periods, beginning after December 15, 2017 and early adoption is permitted. The adoption of this guidance will result in the inclusion of the restricted cash balances within the overall cash balance and removal of the changes in restricted cash activity, which are currently recognized in other financing activities, on the Statements of Cash Flows. Furthermore, an additional reconciliation will be required to reconcile Cash and cash equivalents and restricted cash reported within the Balance Sheets to sum to the total shown in the Statements of Cash Flows. Beijing Jiucheng anticipates adopting this new guidance effective January 1, 2018. Beijing Jiucheng is currently evaluating this guidance and the impact it will have on the Financial Statements and disclosures. 

F-29

NOTE 3 – OTHER RECEIVABLE

Other receivable consists of deposits and advances made to employees and other third parties to pay for operating expenses, such as property maintenance, water and sewer, and telephone bills. Other receivable as of June 30, 2017 and December 31, 2016 were $19,422 and $177,741, respectively.

NOTE 4 – PREPAID EXPENSES

Prepaid expenses of $69,890 at June 30, 2017 consist of prepaid professional fees in the amount of $27,500 and prepaid rent and prepaid maintenance fee in the amount of $42,390. Prepaid expenses of $30,000 at December 31, 2016 consists of prepaid professional fees.

On May 22, 2017, Beijing Jiucheng entered into an operating lease agreement in Beijing (“Jinchangan Lease”). The lease started from May 22, 2017 and expires on May 21, 2019 and Beijing Jiucheng agreed to pay a monthly rent of RMB 142,241 (approximately $20,000) from June 22, 2017 to May 21, 2019 with the first month rent free and monthly maintenance fee of RMB 15,318 (approximately $2,200) from May 21, 2017 to May 21, 2019. Beijing Jiucheng recognizes rent expense and maintenance fee on a straight-line basis over the terms of the lease.

Pursuant to the terms of the agreement, Beijing Jiucheng agreed to pay three months of the rent and maintenance fee in advance for every three months period. Prepaid rent as of June 30, 2017 and December 31, 2016 were $42,390 and $-0-, respectively.

NOTE 5 – SECURITY DEPOSIT

Pursuant to the terms of the Jinchangan Lease agreement, Beijing Jiucheng agreed to pay three months of rent and maintenance fee as security deposit for a total of RMB 472,678 (approximately $69,706). Beijing Jiucheng classified the security deposit as long term asset on the balance sheet as the lease expires on May 21, 2019.

NOTE 6 - PROPERTY AND EQUIPMENT

At June 30, 2017 and December 31, 2016, property and equipment consist of the following:

	June 30,			December 31,
	2017			2016
Office furniture	$	23,176		$	39,286
Computer and office equipment		40,233			22,631
Vehicles		106,257			103,755
Total property and equipment		169,666			165,672
Less: accumulated depreciation		(116,692	)		(86,387	)
Total	$	52,974		$	79,285

Total depreciation expenses for the six months ended June 30, 2017 and 2016 were $27,838 and $29,743, respectively. Total depreciation expenses for the three months ended June 30, 2017 and 2016 were $12,925 and $14,881, respectively.

During the six months ended June 30, 2016, Beijing Jiucheng transferred office equipment in the net book value of $1,743 to Beijing JiuCheng Huijin Information Consulting Co., Ltd in exchange of receivable of $1,743.

Beijing Jiucheng did not capitalize the costs associated with building the online financial platform as the costs were not material.

F-30

NOTE 7 - RELATED PARTY TRANSACTIONS

The following is a list of related parties to which Beijing Jiucheng has transactions with:

(a) Xiangbin Meng (“Meng”), Beijing Jiucheng’s Chairman and a shareholder of Beijing Jiucheng;

(b) Jiuyuan Investment Co., Ltd. (“Jiuyuan”), a shareholder of Beijing Jiucheng;

(c) Beijing JiuCheng Huijin Information Consulting Co., Ltd (“Jiucheng Huijin”), an affiliated Company;

(d) Yasheng International Investment Ltd. (“Yasheng”), a former shareholder of Beijing Jiucheng;

(e) Beijing Jiuyuan Investment Share Holding Co., Ltd (“Beijing Jiuyuan”), an affiliated Company;

(f) Beijing Jiuxiang Financing Lease Co., Ltd. (“Jiuxiang”), an affiliated Company.

Amount due from related parties:

Amount due from related parties consisted of the following as of:

	June 30, 2017		December 31, 2016
Xiangbin Meng – Fees Receivable	$	119,670	$	1,877,130
Xiangbin Meng – Other		139,716		11,311,447
Due from Related Party – Contra Equity		-		(11,519,905	)
Total	$	259,386	$	1,668,672

In the revenue cycle, Meng collects the service fees from the loan borrowers on behalf of Beijing Jiucheng, Zhongcheng Zhengxin, and Hengjiu. Meng then distributes to each party in accordance to the predetermined percentage. As of June 30, 2017 and December 31, 2016, amount due from Meng for service revenue collected by Meng on Beijing Jiucheng’s behalf and not yet distribute to Beijing Jiucheng was $119,670 and $1,877,130, respectively.

Beijing Jiucheng made several advances to Meng from paid-in capital for operation use of other affiliated companies owned by him. During the six month ended June 30, 2017 and 2016, Beijing Jiucheng made advances to Meng for working capital totaled $7,082 and $15,323,903, respectively and received repayments totaled $993,675 and $15,323,903, respectively. In May 2017, Meng also received a total of RMB 1,100,052 ($160,013) security deposit from the landlord on behalf of Beijing Jiucheng upon the expiration of the Xizhimen Lease. As of June 30, 2017 and December 31, 2016, amount due from Meng was $139,716 and $11,341,447, respectively. These advances are due on demand, unsecured and non-interest bearing.

As of December 31, 2016, Beijing Jiucheng reclassified $11,519,905 amount due from related parties as paid-in capital - contra equity account. In February 2017, Beijing Jiucheng effected a capital reduction and entered into a debt transfer agreement between Meng and Jiuyuan (See Note 11). The total amount due from related parties was $259,386 and $1,668,672 as of June 30, 2017 and December 31, 2016, respectively.

F-31

Amount due to related parties

Amount due to related parties consisted of the following as of:

	June 30, 2017		December 31, 2016
Jiuyuan	$	136,652	$	378,950
Yasheng		9,132		8,917
Jiucheng Huijin		51,075		5,867
Beijing Jiuyuan		2,360		2,304
Jiuxiang		3,324		1,263
Total	$	202,543	$	397,301

Beijing Jiucheng is 70% owned by Jiuyuan. From time to time, Beijing Jiucheng and Jiuyuan paid general and administrative expenses for each other. During the six months ended June 30, 2017 and 2016, Jiuyuan paid on behalf of Beijing Jiucheng for working capital totaled $17,043 and $51,302, respectively. Beijing Jiucheng made advances to Jiuyuan for working capital totaled $9,311,772 and $34,029,207, respectively and received repayments totaled $5,481,020 and $34,489,953, respectively. Beijing Jiucheng received advances from Jiuyuan for working capital totaled $4,004,754 and $0, respectively and repaid to Jiuyuan a total of $389,450 and $0, respectively. As of June 30, 2017, and December 31, 2016, Beijing Jiucheng recorded $136,652 and $378,950 due to Jiuyuan, respectively.

Yasheng paid general and administrative expense on behalf of Beijing Jiucheng. As of June 30, 2017, and December 31, 2016, Beijing Jiucheng recorded $9,132 and $8,917 due to Yasheng, respectively.

Jiucheng Huijin is 30% owned by Meng. From time to time, Jiucheng Huijin paid general and administrative expenses on behalf of Beijing Jiucheng. Beijing Jiucheng also generated vehicle leasing income from Jiucheng Huijin. On June 30, 2016, Jiucheng Huijin and Beijing Jiucheng entered a contract to lease two vehicles from Beijing Jiucheng. The contract started on June 30, 2016 and expired on June 30, 2017. After the expiration, the contract was extended on a month to month basis. Pursuant to the terms of the contract, Jiucheng Huijin has agreed and paid a monthly rental fee of RMB 25,000 (approximately $3,600). As of June 30, 2017, and December 31, 2016, Beijing Jiucheng recorded $51,075 and $5,867 due to Jiucheng Huijin, respectively.

Beijing Jiuyuan is 51% owned by Meng. On October 21, 2015, Beijing Jiuyuan entered into a six-year lease (“Chaoyang Lease”) and the lease was subsequently transferred to Jiuxiang on August 12, 2016. Beijing Jiucheng shares the office space with Beijing Jiuyuan and three other affiliated companies under the Chaoyang Lease. The rent expense allocated to Beijing Jiucheng each month is in accordance to the number of employees occupied in the office space. As of June 30, 2017, and December 31, 2016, amounts due to Beijing Jiuyuan related to rent expense were $2,360 and $2,304, respectively.

Jiuxiang is 75% owned by Jiuyuan. As mentioned above, Jiuxiang took over the lease since August 12, 2016. As of June 30, 2017, and December 31, 2016, Beijing Jiucheng recorded $3,324 and $1,263 due to Jiuxiang, respectively, for the rent expense.

F-32

For six months ended June 30, 2017 and 2016, due to (from) related party activities consisted of the following:

	Jiuyuan			Meng			Meng - Receivable			Yasheng		Jiucheng Huijin		Beijing Jiuyuan		Jiuxiang		Total
Balance due (from) to related parties, December 31, 2016	$	378,950		$	(11,311,447	)	$	(1,877,130	)	$	8,917	$	5,867	$	2,304	$	1,263	$	(12,791,276	)
Operating activities - Due (from) related parties		-			-			554,662			-		-		-		-		554,662
Operating activities - Due to related parties		17,043			-			-			-		44,453		-		2,002		63,498
Investing activities - Working capital advances made to related parties		(9,311,772	)		(7,082	)		-			-		-		-		-		(9,318,854	)
Investing activities - Repayments received from related parties		5,481,020			993,675			-			-		-		-		-		6,474,695
Financing activities - Advances received from related parties		4,004,754			-			-			-		-		-		-		4,004,754
Financing activities - Repayments made to related parties		(389,450	)		-			-			-		-		-		-		(389,450	)
Rent deposit returned and paid directly to related party by landlord		-			(160,013	)		-			-		-		-		-		(160,013	)
Non-cash Capital reduction		8,145,748			3,491,035			-			-		-		-		-		11,636,783
Shareholders transfer pursuant to debt transfer agreement		(8,195,280	)		6,971,805			1,223,475			-		-		-		-		-
Effect of foreign currency exchange		5,639			(117,689	)		(20,677	)		215		755		56		59		(131,642	)
Balance due (from) to related parties, June 30, 2017	$	136,652		$	(139,716	)	$	(119,670	)	$	9,132	$	51,075	$	2,360	$	3,324	$	(56,843	)

F-33

	Jiuyuan			Meng			Meng - Receivable			Yasheng			Jiucheng Huijin			Beijing Jiuyuan			Total
Balance due (from) to related parties, December 31, 2015	$	(753,743	)	$	(12,112,907	)	$	(526,654	)	$	9,548		$	16,243		$	-		$	(13,367,513	)
Operating activities - Due (from) to related parties		51,302			-			(898,387	)		-			-			-			(847,085	)
Operating activities - Due to related parties		-			-			-			-			32,072			2,210			34,282
Investing activities - Working capital advances made to related parties		(34,029,207	)		(15,323,903	)		-			-			-			-			(49,353,110	)
Investing activities - Repayments received from related parties		34,489,953			15,323,903			-			-			-			-			49,813,856
Fixed assets transferred to related party in exchange of receivable		-			-			-			-			(1,743	)		-			(1,743	)
Effect of foreign currency exchange		9,849			287,835			26,659			(227	)		(864	)		(35	)		323,217
Balance due (from) to related parties, June 30, 2016	$	(231,846	)	$	(11,825,072	)	$	(1,398,382	)	$	9,321		$	45,708		$	2,175		$	(13,398,096	)

F-34

NOTE 8 – OTHER PAYABLE

Other payable consists of the following as of June 30, 2017 and December 31, 2016:

	June 30, 2017		December 31, 2016
Social security and provident fund payable	$	5,688	$	5,554
Salary payable		24,362		24,048
Other levies		14,962		9,874
Total	$	45,012	$	39,476

NOTE 9 – VAT PAYABLE

Beijing Jiucheng’s VAT payable consists of 3% on the revenue generated while it was a small-scale VAT payer (prior to March 2016) 6% on the revenue generated effective March 2016 as it became general VAT payer, and 3% on the car leasing revenue. VAT payable as of June 30, 2017 and December 31, 2016 were $121,930 and $81,376, respectively,

NOTE 10 - STATUTORY RESERVE

Pursuant to the laws applicable to the PRC, PRC entities must make appropriations from after-tax profit to the non-distributable “statutory surplus reserve fund”. Subject to certain cumulative limits, the “statutory surplus reserve fund” requires annual appropriations of 10% of after-tax profit until the aggregated appropriations reach 50% of the registered capital (as determined under accounting principles generally accepted in the PRC (“PRC GAAP”) at each year-end). Beijing Jiucheng did not make appropriations to statutory reserve as of June 30, 2017 as Beijing Jiucheng is able to use the current period (2017) net income after tax to offset against the accumulate loss from prior periods.

NOTE 11 - EQUITY TRANSACTIONS

Capital reduction

Upon formation, Meng contributed RMB 30,000,000 ($4,800,811) and Jiuyuan contributed RMB 70,000,000 ($11,201,893) for a total of RMB 100,000,000 ($16,002,704) to Beijing Jiucheng. As Beijing Jiucheng’s main revenue source is from intermediary services and management is not anticipating to make significant capital expenditures. Accordingly, the Board of directors proposed to reduce the capital. Upon approval by the majority shareholders and Board of Directors, on February 15, 2017, Beijing Jiucheng reduced the contributed capital from RMB 100,000,000 ($16,002,704) to RMB 20,000,000 ($4,482,800). Beijing Jiucheng has obtained the new business license reflecting the change. Capital reduction made on February 15, 2017 for the two shareholders are as follows:

In RMB:

	Formation		Capital Reduction			After Reduction		Ownership
Meng	$	30,000,000	$	(24,000,000	)	$	6,000,000		30	%
Jiuyuan		70,000,000		(56,000,000	)		14,000,000		70	%
	$	100,000,000	$	(80,000,000	)	$	20,000,000		100	%

F-35

In USD:

	Formation		Capital Reduction			After Reduction		Ownership
Meng	$	4,800,811	$	(3,493,057	)	$	1,307,754		30	%
Jiuyuan		11,201,893		(8,150,467	)		3,051,426		70	%
	$	16,002,704	$	(11,643,524	)	$	4,359,180		100	%

A debt transfer agreement was signed between Meng and Jiuyuan on February 28, 2017. Pursuant to the terms of the agreement, Jiuyuan agreed to transfer to Meng a total of RMB 56,340,519 (approximately $8.1 million) owed by Beijing Jiucheng.

On February 28, 2017, a debt offset agreement was signed between Beijing Jiucheng and Meng and pursuant to the terms of this agreement, the amount due to Jiuyuan which was transferred to Meng plus Meng’s portion of the capital reduction were offset by the amount due from Meng. As a result of the capital reduction and the debt offset agreement, the amount due from related parties was reduced by $11,643,524 during the first quarter ended March 31, 2017.

NOTE 12 - COMMITMENTS AND CONTINGENCIES

Operating Leases

Beijing Jiucheng shares its principal office with four other affiliated companies in Chaoyang, Beijing. On October 21, 2015, Beijing Jiuyuan entered into a six-year lease (“Chaoyang Lease”) and the lease was subsequently transferred to Jiuxiang on August 12, 2016. The Chaoyang Lease started on October 21, 2015 and expired on October 20, 2021. Pursuant to the terms of the lease, Jiuxiang has agreed to pay a monthly rent of RMB 491,168 (approximately $74,000) for the first three years and RMB 540,534 (approximately $81,000) for the remaining three years. Beijing Jiucheng recognizes rent expense on a straight-line basis over the terms of the leases. The rent expense allocated to Beijing Jiucheng each month is in accordance to the number of employees occupied in the office space.

Beijing Jiucheng operates its business in an office located at Xizhimen, Beijing, China. Beijing Jiucheng entered into a lease agreement (“Xizhimen Lease”) on January 1, 2015 pursuant to which Beijing Jiucheng agreed to pay $24,000 per month and the lease expired on May 31, 2017.

On May 22, 2017, Beijing Jiucheng entered into another operating lease agreement in Beijing as the successor of the Xizhimen Lease. Pursuant to the terms of the agreement, the lease started from May 22, 2017 and expires on May 21, 2019 and Beijing Jiucheng agreed to pay monthly rent of RMB 142,241 (approximately $20,000) from June 22, 2017 to May 21, 2019 with the first month rent free and monthly maintenance fee of RMB 15,318 (approximately $2,200) from May 21, 2017 to May 21, 2019. Beijing Jiucheng recognizes rent expense and maintenance fee on a straight-line basis over the terms of the lease.

As of June 30, 2017, Beijing Jiucheng was obligated under operating leases minimum rentals as follows:

	Allocated Lease *		Non-Cancellable Lease **		Total
2017	$	2,037	$	134,168	$	136,205
2018		4,073		268,336		272,409
2019		4,073		104,593		108,666
2020		4,073		-		4,073
2021		3,395		-		3,395
Total minimum lease payments	$	17,651	$	507,097	$	524,748

* - These are Beijing Jiucheng’s portion of minimum lease payments allocated by Beijing Jiucheng’s affiliated company, Jiuxiang, the leasee.

** - These are the minimum lease payments under the non-cancellable lease entered with a third party.

NOTE 13 – SUBSEQUENT EVENTS  

On August 1, 2017, Beijing Jiucheng IT Consulting Enterprise Co. Ltd. (“Jiucheng Consulting”), a wholly foreign-owned enterprise of I JIU JIU Limited (“I JIU JIU”), obtained the controlling interest of Beijing Jiucheng through a series of contractual arrangements including Equity Pledge Agreement, Exclusive Technical Consultancy and Services Agreement, Exclusive Call Option Agreement, Shareholder Proxy Agreement, and Operating Agreement (the “VIE Agreements”).

On November 10, 2017, Spirit International, Inc. (“Spirit”), I JIU JIU Limited (“I JIU JIU”), the holding company of Rui Xiang, and the shareholders of I JIU JIU entered into the Share Exchange Agreement, which closed on the same date. Pursuant to the terms of the Share Exchange Agreement, Spirit exchanged 8,000,000 shares of their common stock for all of the outstanding capital stock of I JIU JIU with the result that I JIU JIU became a wholly owned subsidiary of Spirit.

F-36

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

On August 1, 2017, Beijing Jiucheng IT Consulting Co. Ltd. (“Jiucheng Consulting”), the Rui Xiang Technology Enterprise, Co. Ltd.’s (“Rui Xiang”) wholly foreign-owned entity, and Beijing Jiucheng Asset Management Limited (“Beijing Jiucheng”) entered into a series of agreements known as variable interest agreement (the “VIE Agreements”), pursuant to which Beijing Jiucheng became Jiucheng Consulting’s contractually controlled affiliate. The use of VIE agreements is a common structure used to acquire PRC corporations, particularly in certain industries in which foreign investment is restricted or forbidden by the PRC government.

On November 10, 2017, Spirit International, Inc. (“Spirit” or “the Company”), I JIU JIU Limited (“I JIU JIU”), the holding company of Rui Xiang, and the shareholders of I JIU JIU entered into the Share Exchange Agreement, which closed on the same date. Pursuant to the terms of the Share Exchange Agreement, Spirit exchanged 8,000,000 shares of their common stock for all of the outstanding capital stock of I JIU JIU with the result that I JIU JIU became a wholly owned subsidiary of Spirit.

For accounting purposes, the Share Exchange Agreement has been accounted for as a reverse acquisition, and the transactions has been treated as a recapitalization of I JIU JIU, with I JIU JIU as the accounting acquirer and continuing entities although Spirit is the legal acquirer. Accordingly, the Company’s historical financial statements are those of I JIU JIU immediately following the consummation of the reverse acquisition.

The accompanying unaudited pro forma condensed combined financial information have been prepared to present the balance sheet and statements of operations of Spirit International, Inc., to indicate how the combined financial statements might have looked like if the acquisition of I JIU JIU and the transactions related to the acquisition had occurred as of the beginning of the periods presented.

The unaudited pro forma condensed combined balance sheet as of June 30, 2017 is presented as if we have entered into and closed the Share Exchange Agreement, hence consummation of the reverse acquisition on June 30, 2017.

The unaudited pro forma condensed combined statements of operations for the three and six months ended June 30, 2017, and year ended December 31, 2016, are presented as if the reverse acquisition consummated on January 1, 2016 and were carried forward through each of the aforementioned periods presented.

The unaudited pro forma condensed combined financial statements of Spirit were derived from the financial statements contained on its June 30, 2017 Form 10-Q and December 31, 2016 Form 10-K, as filed with the Securities and Exchange Commission.

The unaudited pro forma condensed financial statements of I JIU JIU and Subsidiaries were derived from their books and records and assumed the VIE Agreements consummated on such period.

The unaudited pro forma condensed financial statements of Beijing Jiucheng were derived from Beijing Jiucheng’s financial statements contained elsewhere in this Form 8-K.

These unaudited pro forma condensed financial statements are presented for illustrative purposes only and are not intended to be indicative of actual consolidated financial position and consolidated results of operations.

F-37

Unaudited Pro Forma Condensed Combined Balance Sheet Data as of June 30, 2017

(Stated in US Dollars, except number of shares)

				I Jiu Jiu Limited			Beijing Jiucheng
	Spirit			and			Asset
	International, Inc.			Subsidiaries Consolidated			Management Co., Ltd			Adjustment			Proforma Balances
ASSETS
Cash and cash equivalents	$	2,923		$	14,037		$	1,510,609		$	(2,923	)(1)	$	1,524,646
Other receivable		-			-			19,422			-			19,422
Prepaid assets		-			-			69,890			-			69,890
Due from related parties		-			-			259,386			-			259,386
Current Assets		2,923			14,037			1,859,307			(2,923	)		1,873,344
Non-current assets
Fixed assets, net		-			-			52,974			-			52,974
Deposits		-			-			69,706			-			69,706
Non-current Assets		-			-			122,680			-			122,680
Total Assets	$	2,923		$	14,037		$	1,981,987		$	(2,923	)	$	1,996,024
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
LIABILITIES
Accrued expense	$	5,035		$	-		$	24,424		$	(5,035	)(1)	$	24,424
Other payable		-			-			45,012			-			45,012
Due to related parties		42,502			17,908			202,543			(42,502	)(1)		220,451
VAT Taxes Payable		-			-			121,930			-			121,930
Current Liabilities		47,537			17,908			393,909			(47,537	)		411,817
Total Liabilities		47,537			17,908			393,909			(47,537	)		411,817
STOCKHOLDERS’ EQUITY (DEFICIT)
Ordinary shares		-			50,000			-			(50,000	)(2)		-
Common Stock, $0.0001 par value, 75,000,000 shares authorized; 5,110,000 and 9,110,000 shares issued and outstanding as of June 30, 2017 and as adjusted		511			-			-			(400	)(4)		911
											800	(5)
Paid-in capital		22,089			1,289			4,359,180			(1,289	)(2)		22,489
											(4,359,180	)(3)
											400	(4)
Additional paid-in capital											4,359,180	(3)		4,335,780
											(22,600	)(1)
											(800	)(5)
Subscription receivable		-			(51,289	)		-			51,289	(2)		-
Accumulated deficit		(67,214	)		(3,930	)		(1,496,359	)		67,214	(1)		(1,500,289	)
Accumulated other comprehensive loss		-			59			(1,274,743	)		-			(1,274,684	)
Total Stockholders’ equity (deficit)		(44,614	)		(3,871	)		1,588,078			44,614			1,584,207
Total Liabilities and Stockholders’ Equity (Deficit)	$	2,923		$	14,037		$	1,981,987		$	(2,923	)	$	1,996,024

F-38

Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Three Months Ended June 30, 2017

				I Jiu Jiu Limited			Beijing Jiucheng
	Spirit			and			Asset
	International, Inc.			Subsidiaries Consolidated			Management Co., Ltd			Adjustment			Proforma Balances
Revenue	$	3,600		$	-		$	333,794		$	(3,600	)(6)	$	333,794
Operating expenses:
Selling expenses		-			-			35,112			-			35,112
General and administrative expenses		3,748			1,087			204,500			(3,748	)(6)		205,587
Total operating expenses		3,748			1,087			239,612			(3,748	)		240,699
Income (loss) from operations		(148	)		(1,087	)		94,182			148			93,095
Other income (expense):
Other income		-			-			21,611			-			21,611
Bank charges		-			-			(274	)		-			(274	)
Total other income (expense), net		-			-			21,337			-			21,337
Income (loss) before taxes		(148	)		(1,087	)		115,519			148			114,432
Income tax expense		-			-			-			-			-
Net income (loss)	$	(148	)	$	(1,087	)	$	115,519		$	148		$	114,432
Foreign currency translation adjustment		-			-			23,886			-			23,886
Comprehensive income (loss)	$	(148	)	$	(1,087	)	$	139,405		$	148		$	138,318
Net income (loss) per common share:
Basic	$	(0.00	)										$	(0.00	)
Diluted	$	(0.00	)										$	(0.00	)
Weighted average shares outstanding:
Basic		5,110,000												9,110,000
Diluted		5,110,000												9,110,000

F-39

Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Six Months Ended June 30, 2017

				I Jiu Jiu Limited			Beijing Jiucheng
	Spirit			and			Asset
	International, Inc.			Subsidiaries Consolidated			Management Co., Ltd			Adjustment			Combined
Revenue	$	3,600		$	-		$	629,539		$	(3,600	)(6)	$	629,539
Operating expenses:
Selling expenses		-			-			65,877			-			65,877
General and administrative expenses		11,136			3,414			499,248			(11,136	)(6)		502,662
Total operating expenses		11,136			3,414			565,125			(11,136	)		568,539
Income (loss) from operations		(7,536	)		(3,414	)		64,414			7,536			61,000
Other income (expense):
Other income		-			-			43,121			-			43,121
Bank charges		-			-			(1,638	)		-			(1,638	)
Total other income (expense), net		-			-			41,483			-			41,483
Income (loss) before taxes		(7,536	)		(3,414	)		105,897			7,536			102,483
Income tax expense		-			-			-			-			-
Net income (loss)	$	(7,536	)	$	(3,414	)	$	105,897		$	7,536		$	102,483
Comprehensive income (loss)
Net income (loss)
Foreign currency translation adjustment		-			59			160,344			-			160,403
Comprehensive income (loss)	$	(7,536	)	$	(3,355	)	$	266,241		$	7,536		$	262,886
Net income (loss) per common share:
Basic	$	(0.00	)										$	(0.00	)
Diluted	$	(0.00	)										$	(0.00	)
Weighted average shares outstanding:
Basic		5,110,000												9,110,000
Diluted		5,110,000												9,110,000

F-40

Unaudited Pro Forma Condensed Combined Statement of Operations Data for the Year Ended December 31, 2016

				I Jiu Jiu Limited			Beijing Jiucheng
	Spirit			and			Asset
	International, Inc.			Subsidiaries Consolidated			Management Co., Ltd			Adjustment			Combined
Revenue	$	11,000		$	-		$	1,365,337		$	(11,000	)(6)	$	1,365,337
Operating expenses:
Selling expenses		-			-			196,168			-			196,168
General and administrative expenses		44,122			516			1,129,923			(44,122	)(6)		1,130,439
Total operating expenses		44,122			516			1,326,091			(44,122	)		1,326,607
Income (loss) from operations		(33,122	)		(516	)		39,246			33,122			38,730
Other income (expense):
Other income		-			-			44,219			-			44,219
Other expense		-			-			(15,035	)		-			(15,035	)
Bank charges		-			-			(5,534	)		-			(5,534	)
Total other income (expense), net		-			-			23,650			-			23,650
Income (loss) before taxes		(33,122	)		(516	)		62,896			33,122			62,380
Income tax expense		-			-			-			-			-
Net income (loss)	$	(33,122	)	$	(516	)	$	62,896		$	33,122		$	62,380
Comprehensive income (loss)
Net income (loss)
Foreign currency translation adjustment		-			(3	)		(915,991	)		-			(915,994	)
Comprehensive income (loss)	$	(33,122	)	$	(519	)	$	(853,095	)	$	33,122		$	(853,614	)
Net income (loss) per common share:
Basic	$	(0.00	)										$	(0.00	)
Diluted	$	(0.00	)										$	(0.00	)
Weighted average shares outstanding:
Basic		8,110,000												9,110,000
Diluted		8,110,000												9,110,000

F-41

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

Note 1 – Basis of Presentation

The unaudited pro forma condensed combined financial statements have been prepared in order to present the combined financial position and results of the operations of Spirit International, Inc. (“Spirit” or “the Company”), I JIU JIU Limited (“I JIU JIU”) and subsidiaries, and Beijing Jiucheng Asset Management Limited (“Beijing Jiucheng”), the operating and contractually controlled affiliate as if the reverse acquisition had occurred as of June 30, 2017 for the unaudited pro forma condensed combined balance sheet, to give effect to the reverse acquisition of Spirit, as if the transaction had taken place at January 1, 2016 for the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2016, and to give effect to the reverse acquisition of Spirit, as if the transaction had taken place at January 1, 2017 and April 1, 2017 for the unaudited pro forma condensed statements of operations for the three and six months ended June 30, 2017, respectively.

Note 2 –Adjustments

(1) To eliminate assets and liabilities retained by predecessor owners of the Company

(2) To adjust equity of I JIU JIU

(3) To eliminate paid in capital for Beijng Jiucheng

(4) To record cancellation of 4,000,000 shares of predecessor owners of the Company

(5) To record issuance of 8,000,000 shares of the Company’s common stock and paid in capital for all of I JIU JIU’s shares.

(6) To eliminate the Company’s expenses as the result of the elimination of assets and liabilities.

F-42

EX-2.1

Exhibit 2.1

SHARE EXCHANGE AGREEMENT

This SHARE EXCHANGE AGREEMENT (this “Agreement”) is entered into as of this 10 day of November, 2017, by and among Spirit International Inc., a Nevada corporation (hereinafter referred to as “SRTN”), I Jiu Jiu Limited, a British Virgin Islands business company (“I JIU JIU”), Jiu Xin Cai Yuan Limited, a British Virgin Islands business company (“Jiuxin”), and Yangming Development Limited (“Yangming”), a British Virgin Islands business company, together holding 100% of the issued and outstanding capital stock of I JIU JIU (each one is a Stockholder; together “Stockholders”).

WHEREAS, SRTN is a publicly reporting company organized under the laws of Nevada with no significant operations;

WHEREAS, Jiuxin owns 70% of I JIU JIU’s issued and outstanding capital stock and Yangming owns 30% of the issued and outstanding capital stock of I JIU JIU;

WHEREAS, I JIU JIU owns 100% of the issued and outstanding capital stock of Ruixiang Technology Enterprises Co. Ltd. (“Ruixiang”), a Hong Kong limited liability company organized under the laws of Hong Kong;

WHEREAS, Ruixiang owns 100% of the issued and outstanding capital stock of Beijing Jiucheng Information Technology Consulting Co., Ltd. (“WFOE”), a wholly foreign owned enterprise incorporated under the laws of the People’s Republic of China (“PRC”);

WHEREAS, on August 1, 2017, WFOE entered into a series of contractual agreements with Beijing Jiucheng Asset Managment Co., Ltd. (“Jiucheng”), a company incorporated under the laws of the People’s Republic of China (“PRC”), and its two shareholders, in which WFOE effectively assumed management of the business activities of Jiucheng and has the right to appoint all executives and senior management and the members of the board of directors of Jiucheng (“Jiucheng,” and together with I JIU JIU, Ruixiang and WFOE, collectively, the “Group”);

WHEREAS, SRTN desires to acquire 100% of the issued and outstanding equity securities of I JIU JIU (the “I JIU JIU Shares”) from the Stockholders in exchange (the “Exchange”) for the issuance by SRTN to the Stockholders in the aggregate of Eight Million (8,000,000) newly issued shares of SRTN, and in the individual amounts as set forth on Schedule A. The Stockholders desire to exchange the I JIU JIU Shares for such newly issued shares of SRTN on the terms described herein;

WHEREAS, on the Closing Date, and as a result of the transactions contemplated hereby, I JIU JIU will become a wholly-owned subsidiary of SRTN;

WHEREAS, concurrently herewith, the Stockholders are entering into certain Stock Cancellation Agreement (the “Stock Cancellation Agreement”) dated November 10, 2017 with Kimho Consultants Company Limited, a corporation formed under the laws of Hong Kong (“Kimho”), pursuant to which Kimho will return 4,000,000 shares of Common Stock for cancellation (“Cancellation Shares”) in exchange for certain payment; a form of the Stock Cancellation Agreement is hereby attached as Exhibit A;

WHEREAS, it is a condition precedent to the consummation of this Agreement that Kimho will enter into the Stock Cancellation Agreement, which will effectuate the cancellation of the Cancellation Shares;

NOW THEREFORE, on the basis of the foregoing stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties to be derived here from, and intending to be legally bound hereby, it is hereby agreed as follows:

ARTICLE I

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF I JIU JIU

As an inducement to, and to obtain the reliance of SRTN, except as set forth in the Schedules of I JIU JIU attached hereto (the “JIU Disclosure Schedules”), I JIU JIU hereby represents and warrants to SRTN as of the Closing Date (as defined below) as follows. As used herein, the term “knowledge of the Group” or similar language refers to the actual knowledge of the executive officers of I JIU JIU.

Section 1.01 Incorporation. Each member of the Group is organized under the laws of the jurisdiction set forth in Schedule 1.01(b) to the JIU Disclosure Schedules, is duly formed or organized, validly existing and in good standing under the laws of its jurisdiction of organization and has the requisite power and authority to own, lease and operate its assets and properties and to carry on its business as it is now being or currently planned by each member of the Group to be conducted. Each member of the Group is in possession of all governmental or third-party approvals necessary to own, lease and operate the properties it purports to own, operate or lease, to carry on its business as it is now being conducted, to consummate the transactions contemplated by this Agreement. No member of the Group is in violation of any of the provisions of their respective charter or organization documents. The ownership records (which have been delivered to SRTN) of each Group member’s registered capital are true, complete and accurate records of such ownership as of the date of such records and contain all transfers of such registered capital since the time of their respective organization. No member of the Group is required to qualify to do business as a foreign corporation in any other jurisdiction, except where the failure to so qualify would not have a material adverse effect on: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of the Group taken as a whole; or (ii) the ability of I JIU JIU to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (A) any change in general economic conditions in the industries or markets in which the Group operates so long as the Group is not disproportionately (in a material manner) affected by such changes; (x) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack so long as the Group is not disproportionately (in a material manner) affected by such changes; (y) changes in United States generally accepted accounting principles, or the interpretation thereof; or (z) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby (a “Material Adverse Effect”).

Section 1.02 Authorized Shares. The number of shares which I JIU JIU is authorized to issue consists of 50,000 shares of a single class, par value US$ 1 per share. There are 50,000 shares currently of I JIU JIU issued and outstanding. The issued and outstanding shares of I JIU JIU are validly issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person.

Section 1.03 Subsidiaries. Except as set forth on Schedule 1.03 to the JIU Disclosure Schedules (which sets forth the corporate structure of the Group), I JIU JIU does not have any subsidiaries, and does not own, beneficially or of record, any shares of any other entity.

Section 1.04 Financial Statements.

(a) Included in the Schedule A are: (i) the audited balance sheets of I JIU JIU as of December 31, 2016 and December 31, 2015 and the related audited statements of operations, stockholders’ equity and cash flows for the fiscal years ended December 31, 2016 and December 31, 2015 together with the notes to such statements and the opinion of RBSM, LLP., independent certified public accountants, and (ii) the unaudited financial statements of I JIU JIU for the quarter ended June 30, 2017 (the “Financial Statements”).

2

(b) The Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved. The I JIU JIU balance sheets included as part of the Financial Statements are true and accurate and present fairly as of their respective dates the financial condition of I JIU JIU. As of the date of such balance sheets, except as and to the extent reflected or reserved against therein, I JIU JIU had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of I JIU JIU, in accordance with generally accepted accounting principles. The statements of operations, stockholders’ equity and cash flows included as part of the Financial Statements reflect fairly the information required to be set forth therein by generally accepted accounting principles.

Section 1.05 Information. The information concerning the Group set forth in this Agreement and the JIU Disclosure Schedules is complete and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading.

Section 1.06 Options or Warrants. Except as set forth in Schedule 1.06 to the JIU Disclosure Schedules, there are no existing options, warrants, calls, or commitments of any character relating to the authorized and unissued stock of any member of the Group.

Section 1.07 Absence of Certain Changes or Events. Except as disclosed in the JIU Disclosure Schedules or the Financial Statements, since June 30, 2017:

(a) There has not been any material adverse change in the business, operations, properties, assets, or condition (financial or otherwise) of the Group;

(b) No member of the Group has: (i) amended its memorandum of association or articles of association or other organizational documents; (ii) declared or made, or agreed to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its shares; (iii) made any material change in its method of management, operation or accounting, (iv) entered into any other material transaction other than sales in the ordinary course of its business; or (v) made any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees; and

(c) No member of the Group has: (i) granted or agreed to grant any options, warrants or other rights for its stocks, bonds or other corporate securities calling for the issuance thereof, (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the ordinary course of business; (iii) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights or canceled, or agreed to cancel, any debts or claims; or (iv) issued, delivered, or agreed to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock) except in connection with this Agreement and the transaction contemplated hereby.

Section 1.08 Litigation and Proceedings. Except as disclosed on Schedule 1.08 to the JIU Disclosure Schedules, there are no actions, suits, proceedings, or investigations pending or, to the knowledge of the Group after reasonable investigation, threatened by or against the Group or affecting the Group or their respective properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind. No member of the Group has any knowledge of any material default on its part with respect to any judgment, order, injunction, decree, award, rule, or regulation of any court, arbitrator, or governmental agency or instrumentality or of any circumstances, which, after reasonable investigation, would result in the discovery of such a default.

3

Section 1.09 Contracts.

(a) All “material” contracts, agreements, franchises, license agreements, debt instruments or other commitments to which any member of the Group is a party or by which it or any of its assets, products, technology, or properties are bound, other than those incurred in the ordinary course of business, are set forth on Schedule 1.09 to the JIU Disclosure Schedules (the “Material Contracts”). Such schedule contains any oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation; (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of members of the Group.

(b) The Material Contracts are valid and enforceable by the applicable members of the Group party thereto in all respects, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

Section 1.10 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of any Material Contract a member of the Group is a party or to which any of their respective assets, properties or operations are subject.

Section 1.11 Compliance with Laws and Regulations. To the best of its knowledge, each member of the Group has complied with all applicable statutes and regulations of any federal, state, or other governmental entity or agency thereof, except to the extent that noncompliance would not have a Material Adverse Effect.

Section 1.12 Approval of Agreement. The Board of Directors of I JIU JIU has authorized the execution and delivery of this Agreement by I JIU JIU and has approved this Agreement and the transactions contemplated hereby.

Section 1.13 Valid Obligation. This Agreement and all agreements and other documents executed by I JIU JIU in connection herewith constitute the valid and binding obligation of I JIU JIU, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

ARTICLE II

REPRESENTATIONS, COVENANTS, AND WARRANTIES OF SRTN

As an inducement to, and to obtain the reliance of I JIU JIU and the Stockholders, except as set forth in the Schedules of SRTN attached hereto (the “SRTN Disclosure Schedules”), SRTN hereby represents and warrants to I JIU JIU and the Stockholders, as of the date hereof and as of the Closing Date, as follows. As used herein, the term “knowledge of SRTN” or similar language refers to the knowledge of Kimho, the controlling stockholder of SRTN prior to the closing of this Agreement.

Section 2.01 Organization. SRTN is a corporation duly organized, validly existing, and in good standing under the laws of Nevada and has the corporate power and is duly authorized under all applicable laws, regulations, ordinances, and orders of public authorities to carry on its business in all material respects as it is now being conducted. Attached as Schedule 2.01 to the SRTN Schedules are complete and correct copies of the certificate of incorporation and bylaws of SRTN as in effect on the date hereof. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated hereby will not, violate any provision of SRTN’s certificate of incorporation or bylaws. SRTN has taken all action required by law, its certificate of incorporation, its bylaws, or otherwise to authorize the execution and delivery of this Agreement, and SRTN has full power, authority, and legal right and has taken all action required by law, its certificate of incorporation, bylaws, or otherwise to consummate the transactions herein contemplated.

4

Section 2.02 Capitalization.

(a) SRTN’s authorized capitalization consists of (a) 75,000,000 shares of Common Stock, of which 1,110,000 shares are issued and outstanding prior to the transactions (after taking effect of the Stock Cancellation Agreement). All issued and outstanding shares of Common Stock are legally issued, fully paid, and non-assessable and not issued in violation of the preemptive or other rights of any person or entity. As of the Closing Date, no shares of Common Stock were reserved for issuance upon the exercise of outstanding options or warrants to purchase the Common Stock or other equity-linked securities of SRTN and no shares of preferred stock were reserved for issuance to any party. All outstanding Common Stock have been issued and granted in compliance with: (i) all applicable securities laws and (in all material respects) other applicable laws and regulations, and (ii) all requirements set forth in any material contracts, agreements, franchises, license agreements, debt instruments or other commitments to which SRTN is a party or by which it or any of its assets or properties are bound, all of which are set forth on Schedule 2.02 to the SRTN Disclosure Schedules (the “SRTN Material Contracts”).

(b) There are no equity securities, partnership interests or similar ownership interests of any class of any equity security of SRTN, or any securities exchangeable or convertible into or exercisable for such equity securities, partnership interests or similar ownership interests, issued, reserved for issuance or outstanding. Except as contemplated by this Agreement or as set forth in Schedule 2.02 to the SRTN Disclosure Schedules, there are no subscriptions, options, warrants, equity securities, partnership interests or similar ownership interests, calls, rights (including preemptive rights), commitments or agreements of any character to which SRTN is a party or by which it is bound obligating SRTN to issue, deliver or sell, or cause to be issued, delivered or sold, or repurchase, redeem or otherwise acquire, or cause the repurchase, redemption or acquisition of, any shares of capital stock, partnership interests or similar ownership interests of SRTN or obligating SRTN to grant, extend, accelerate the vesting of or enter into any such subscription, option, warrant, equity security, call, right, commitment or agreement. There is no plan or arrangement to issue Common Stock or preferred stock of SRTN except as set forth in this Agreement and in the Memorandum.

(c) Except as contemplated by this Agreement and except as set forth in Schedule 2.02 to the SRTN Disclosure Schedules, there are no registration rights, and there is no voting trust, proxy, rights plan, anti-takeover plan or other agreement or understanding to which SRTN is a party or by which it is bound with respect to any equity security of any class of SRTN, and there are no agreements to which SRTN is a party, or which SRTN has knowledge of, which conflict with this Agreement or the transactions contemplated herein or otherwise prohibit the consummation of the transactions contemplated hereunder.

Section 2.03 Subsidiaries and Predecessor Corporations. SRTN does not have any predecessor corporation(s) or subsidiaries, and does not own, beneficially or of record, any shares of any other entity.

Section 2.04 SEC Filings; Financial Statements.

(a) SRTN has made available to the Stockholders a correct and complete copy, or there has been available on the EDGAR system maintained by the U.S. Securities and Exchange Commission (the “SEC”), copies of each report, registration statement and definitive proxy statement filed by SRTN with the SEC for the 10 years prior to the date of this Agreement (the “SRTN SEC Reports”), which, to SRTN’s knowledge, are all the forms, reports and documents filed by SRTN with the SEC for the 10 years prior to the date of this Agreement. As of their respective dates, to SRTN’s knowledge, the SRTN SEC Reports: (i) were prepared in accordance and complied in all material respects with the requirements of the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as the case may be, and the rules and regulations of the SEC thereunder applicable to such SRTN SEC Reports, and (ii) did not at the time they were filed (and if amended or superseded by a filing prior to the date of this Agreement then on the date of such filing and as so amended or superseded) contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

5

(b) Each set of financial statements (including, in each case, any related notes thereto) contained in the SRTN SEC Reports comply as to form in all material respects with the published rules and regulations of the SEC with respect thereto, were prepared in accordance with U.S. generally accepted accounting principles, applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited statements, do not contain footnotes as permitted by Form 10-Q promulgated under the Exchange Act) and each fairly presents in all material respects the financial position of SRTN at the respective dates thereof and the results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements were or are subject to normal adjustments which were not or are not expected to have a material adverse effect on: (i) the assets, liabilities, results of operations, condition (financial or otherwise) or business of SRTN; or (ii) the ability of SRTN to perform its obligations hereunder, but, to the extent applicable, shall exclude any circumstance, change or effect to the extent resulting or arising from: (A) any change in general economic conditions in the industries or markets in which SRTN operates so long as SRTN is not disproportionately (in a material manner) affected by such changes; (1) national or international political conditions, including any engagement in hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack so long as SRTN is not disproportionately (in a material manner) affected by such changes; (2) changes in United States generally accepted accounting principles, or the interpretation thereof; or (3) the entry into or announcement of this Agreement, actions contemplated by this Agreement, or the consummation of the transactions contemplated hereby (a “SRTN Material Adverse Effect”).

(c) As of the date of all balance sheets included in the SRTN SEC Reports, except as and to the extent reflected or reserved against therein, SRTN had no liabilities or obligations (absolute or contingent) which should be reflected in the balance sheets or the notes thereto prepared in accordance with U.S. generally accepted accounting principles, and all assets reflected therein are properly reported and present fairly the value of the assets of SRTN, in accordance with U.S. generally accepted accounting principles. All statements of operations, stockholders’ equity and cash flows included in the SRTN SEC Reports reflect fairly the information required to be set forth therein by U.S. generally accepted accounting principles.

(d) For the 36 month period prior to the date of this Agreement, SRTN has maintained a system of internal accounting controls sufficient to provide reasonable assurance that: (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with U.S. generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

(e) SRTN has no liabilities with respect to the payment of any federal, state, county, local or other taxes (including any deficiencies, interest or penalties), except for taxes accrued but not yet due and payable.

(f) SRTN has timely filed all state, federal or local income and/or franchise tax returns required to be filed by it from inception to the date hereof. Each of such income tax returns reflects the taxes due for the period covered thereby, except for amounts which, in the aggregate, are immaterial.

(g) The books and records, financial and otherwise, of SRTN are in all material aspects complete and correct and have been maintained in accordance with good business and accounting practices.

Section 2.05 Exchange Act Compliance. SRTN is in compliance with, and current in, all of the reporting, filing and other requirements under the Exchange Act, the Common Stock is registered under Section 12(g) of the Exchange Act, and SRTN is in compliance with all of the requirements under, and imposed by, Section 12(g) of the Exchange Act.

Section 2.06 Information. The information concerning SRTN set forth in this Agreement, the SRTN Schedules and the SRTN SEC Reports is complete and accurate in all material respects and does not contain any untrue statements of a material fact or omit to state a material fact required to make the statements made, in light of the circumstances under which they were made, not misleading. In addition, SRTN has fully disclosed in writing to the Stockholders (through this Agreement or the SRTN Schedules) all information relating to matters involving SRTN or its assets or its present or past operations or activities which: (i) indicated or may indicate, in the aggregate, the existence of a greater than $1,000 liability, (ii) have led or may lead to a competitive disadvantage on the part of SRTN or (iii) either alone or in aggregation with other information covered by this Section, otherwise have led or may lead to SRTN Material Adverse Effect, including, but not limited to, information relating to governmental, employee, environmental, litigation and securities matters or proceedings and transactions with affiliates.

6

Section 2.07 Absence of Certain Changes or Events. Since the date of the most recent SRTN balance sheet included in the SRTN SEC Reports:

(a) there has not been: (i) any material adverse change in the business, operations, properties, assets or condition of SRTN or (ii) any damage, destruction or loss to SRTN (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets or condition of SRTN;

(b) SRTN has not: (i) amended its certificate of incorporation or bylaws except as required by this Agreement; (ii) declared or made, or agreed to declare or make any payment of dividends or distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) waived any rights of value which in the aggregate are outside of the ordinary course of business or material considering the business of SRTN; (iv) made any material change in its method of management, operation, or accounting; (v) entered into any transactions or agreements of any kind or nature; (vi) made any accrual or arrangement for or payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increased the rate of compensation payable or to become payable by it to any of its officers or directors or any of its salaried employees whose monthly compensation exceed $1,000; or (viii) made any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement, made to, for or with its officers, directors, or employees;

(c) SRTN has not: (i) granted or agreed to grant any options, warrants, or other rights for its stock, bonds, or other corporate securities calling for the issuance thereof; (ii) borrowed or agreed to borrow any funds or incurred, or become subject to, any material obligation or liability (absolute or contingent); (iii) paid or agreed to pay any material obligations or liabilities (absolute or contingent) other than current liabilities reflected in or shown on the most recent SRTN balance sheet and current liabilities incurred since that date in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this Agreement and the consummation of the transaction contemplated hereby; (iv) sold or transferred, or agreed to sell or transfer, any of its assets, properties, or rights, or canceled, or agreed to cancel, any debts or claims; (v) made or permitted any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering the business of SRTN; or (vi) issued, delivered or agreed to issue or deliver, any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock), except in connection with this Agreement; and

(d) to its knowledge, SRTN has not become subject to any law or regulation which materially and adversely affects, or in the future, may adversely affect, the business, operations, properties, assets or condition of the Group.

Section 2.08 Litigation and Proceedings. There are no actions, suits, proceedings or investigations pending or, to the knowledge of SRTN after reasonable investigation, threatened by or against SRTN or affecting SRTN or its properties, at law or in equity, before any court or other governmental agency or instrumentality, domestic or foreign, or before any arbitrator of any kind except as disclosed in the Schedule 2.08 to the SRTN Schedules. SRTN has no knowledge of any default on its part with respect to any judgment, order, writ, injunction, decree, award, rule or regulation of any court, arbitrator, or governmental agency or instrumentality or any circumstance which after reasonable investigation would result in the discovery of such default.

Section 2.09 Contracts. Except for the SRTN Material Contracts:

(a) SRTN is not a party to, and its assets or properties are not bound by, any contract, franchise, agreement, debt instrument or other commitments whether such agreement is in writing or oral;

7

(b) SRTN is not a party to or bound by, and the properties of SRTN are not subject to any contract, agreement, other commitment or instrument; any charter or other corporate restriction; or any judgment, order, writ, injunction, decree, or award; and

(c) SRTN is not a party to any oral or written: (i) contract for the employment of any officer or employee; (ii) profit sharing, bonus, deferred compensation, stock option, severance pay, pension benefit or retirement plan, (iii) agreement, contract, or indenture relating to the borrowing of money, (iv) guaranty of any obligation, (vi) collective bargaining agreement; or (vii) agreement with any present or former officer or director of SRTN.

Section 2.10 No Conflict With Other Instruments. The execution of this Agreement and the consummation of the transactions contemplated hereby and thereby will not result in the breach of any term or provision of, constitute a default under, or terminate, accelerate or modify the terms of, any SRTN Material Contracts or otherwise have a SRTN Material Adverse Effect.

Section 2.11 Filings, Consents and Approvals. SRTN is not required to obtain any consent, waiver, authorization or order of, give any notice to, or make any filing or registration with, any court or other foreign, federal, state, local or other governmental authority or other person or entity in connection with the execution, delivery and performance by SRTN of this Agreement or any document or instrument contemplated hereby or thereby, except as expressly contemplated herein.

Section 2.12 Compliance with Laws and Regulations. To the best of its knowledge, SRTN has complied with all applicable statutes and regulations of any federal, state, or other applicable governmental entity or agency thereof. This compliance includes, but is not limited to, the filing of all reports to date with federal and state securities authorities.

Section 2.13 Approval of Agreement. The Board of Directors and the holders of at least a majority of the issued and outstanding voting stock of SRTN have duly authorized the execution and delivery of this Agreement by SRTN and the transactions contemplated hereby.

Section 2.14 Material Transactions or Affiliations. Except as disclosed in the SRTN SEC Reports or on Schedule 2.14 to the SRTN Schedules, there exists no contract, agreement or arrangement between SRTN and any predecessor and any person or entity who was at the time of such contract, agreement or arrangement an officer, director, or person owning of record or known by SRTN to own beneficially, 5% or more of the issued and outstanding Common Stock of SRTN and which is to be performed in whole or in part after the date hereof or was entered into not more than three years prior to the date hereof. Neither any officer, director, nor 5% stockholders of SRTN has, or has had since inception of SRTN, any known interest, direct or indirect, in any such transaction with SRTN which was material to the business of SRTN. SRTN has no commitment, whether written or oral, to lend any funds to, borrow any money from, or enter into any other transaction with, any such affiliated person.

Section 2.15 Bank Accounts; Power of Attorney. Set forth on Schedule 2.15 to the SRTN Schedules is a true and complete list of: (a) all accounts with banks, money market mutual funds or securities or other financial institutions maintained by SRTN within the past twelve (12) months, the account numbers thereof, and all persons authorized to sign or act on behalf of SRTN, (b) all safe deposit boxes and other similar custodial arrangements maintained by SRTN within the past twelve (12) months, (c) the check ledger for the last 12 months, and (d) the names of all persons holding powers of attorney from SRTN or who are otherwise authorized to act on behalf of SRTN with respect to any matter, other than its officers and directors, and a summary of the terms of such powers or authorizations.

Section 2.16 Valid Obligation. This Agreement and other documents executed by SRTN in connection herewith and therewith constitute the valid and binding obligation of SRTN, enforceable in accordance with its or their terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought.

8

Section 2.17 Title to Property. SRTN does not own or lease any real property or personal property. There are no options or other contracts under which SRTN has a right or obligation to acquire or lease any interest in real property or personal property.

Section 2.18 Questionable Payments. Neither SRTN nor, to SRTN’s knowledge, any of its current or former stockholders, directors, officers, employees, agents or other persons or entities acting on behalf of SRTN, has on behalf of SRTN or in connection with SRTN’s business: (a) used any corporate funds for unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity; (b) made any direct or indirect unlawful payments to any governmental officials or employees from corporate funds; (c) established or maintained any unlawful or unrecorded fund of corporate monies or other assets; (d) made any false or fictitious entries on the books and records of SRTN; or (e) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment of any nature.

Section 2.19 Solvency. SRTN has not: (a) made a general assignment for the benefit of creditors; (b) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by its creditors; (c) suffered the appointment of a receiver to take possession of all, or substantially all, of its assets; (d) suffered the attachment or other judicial seizure of all, or substantially all, of its assets; (e) admitted in writing its inability to pay its debts as they come due; or (f) made an offer of settlement, extension or composition to its creditors generally.

Section 2.20 OFAC. None of SRTN nor, to the knowledge of SRTN, any director, officer, agent, employee, affiliate or person acting on behalf of SRTN, is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”); and SRTN has not heretofore engaged in any transaction to lend, contribute or otherwise make available it funds or the funds of any joint venture partner or other person or entity towards any sales or operations in Cuba, Iran, Syria, Sudan, Myanmar or any other country sanctioned by OFAC or for the purpose of financing the activities of any person or entity currently subject to any U.S. sanctions administered by OFAC.

Section 2.21 Intellectual Property. SRTN does not own, license or otherwise have any right, title or interest in any intellectual property.

Section 2.22 Employees; Consultants, etc. Except as disclosed in the SRTN SEC Reports, SRTN has no employees, officers, directors, agents or consultants. SRTN maintains no employee benefit plans or programs of any kind or nature.

Section 2.23 Insurance. SRTN does not hold or maintain, nor is SRTN obligated to hold or maintain, any insurance on behalf for itself or its assets or for any officer, director, employee or stockholder of SRTN.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF

THE STOCKHOLDERS

As an inducement to SRTN, the Stockholders hereby represent and warrant to SRTN as follows.

Section 3.01 I JIU JIU Shares. The I JIU JIU Shares represent 100% of the issued and outstanding capital stock of I JIU JIU. Both Stockholders are the record and beneficial owners, and have good title to, all of the I JIU JIU Shares. The Stockholders have the right and authority to sell and deliver their I JIU JIU Shares, free and clear of all liens, claims, charges, encumbrances, pledges, mortgages, security interests, options, rights to acquire, proxies, voting trusts or similar agreements, restrictions on transfer or adverse claims of any nature whatsoever. Upon delivery of any certificate or certificates duly assigned, representing the I JIU JIU Shares as herein contemplated and/or upon registering of SRTN as the new owner of the I JIU JIU Shares in the share register of I JIU JIU, SRTN will receive good title to the I JIU JIU Shares owned by the Stockholders.

9

Section 3.02 Power and Authority. The Stockholders have the legal power, capacity and authority to execute and deliver this Agreement to consummate the transactions contemplated by this Agreement, and to perform their obligations under this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Stockholders, enforceable against the Stockholders in accordance with the terms hereof, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought..

Section 3.03 No Conflicts. The execution and delivery of this Agreement by the Stockholders and the performance by the Stockholders of their obligations hereunder in accordance with the terms hereof: (a) will not require the consent of any third party or governmental entity under any laws; (b) will not violate any laws applicable to the Stockholders and (c) will not violate or breach any contractual obligation to which either Stockholder is a party.

Section 3.04 Purchase Entirely for Own Account. The Exchange Shares (as defined in Section 4.01 herein) proposed to be acquired by the Stockholders pursuant to the terms hereof will be acquired for investment for the Stockholders’ own accounts, and not with a view to the resale or distribution of any part thereof.

Section 3.05 Acquisition of Exchange Shares for Investment.

(a) The Stockholders are acquiring the Exchange Shares for investment purposes and for each Stockholders’ own accounts and not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and the Stockholders have no present intention of selling, granting any participation in, or otherwise distributing the same. Each Stockholder further represents that they do not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participation to such person or to any third person, with respect to any of the Exchange Shares.

(b) The Stockholders each represents and warrants that they: (i) can bear the economic risk of their respective investments, and (ii) possesses such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the investment in SRTN and its securities.

(c) Neither of the Stockholders is a “U.S. Person” as defined in Rule 902(k) of Regulation S of the Securities Act (“Regulation S”) and understands that the Exchange Shares are not registered under the Securities Act and that the issuance thereof to the Stockholders is intended to be exempt from registration under the Securities Act pursuant to Regulation S. Neither of the Stockholders has intention of becoming a U.S. Person.

(d) Each Stockholder acknowledges that neither the SEC, nor the securities regulatory body of any state or other jurisdiction, has received, considered or passed upon the accuracy or adequacy of the information and representations made in this Agreement.

(e) Each Stockholder understands that the Exchange Shares may not be sold, transferred, or otherwise disposed of without registration under the Securities Act or an exemption therefrom, and that in the absence of an effective registration statement covering the Exchange Shares or any available exemption from registration under the Securities Act, the Exchange Shares may have to be held indefinitely.

10

ARTICLE IV

PLAN OF EXCHANGE

Section 4.01 The Exchange.

(a) On the terms and subject to the conditions set forth in this Agreement, on the Closing Date (as defined in Section 4.03), The Stockholders shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, all of the I JIU JIU Shares owned by the Stockholders to SRTN, with the objective of such Exchange being the acquisition by SRTN of 100% of the issued and outstanding shares of capital stock of I JIU JIU.

(b) In consideration of the transfer of the I JIU JIU Shares to SRTN by the Stockholders, SRTN shall issue to the Stockholders in an aggregate amount of 8,000,000 newly issued shares of Common Stock (the “Exchange Shares”) and in the individual amount set forth in Schedule A , representing in the aggregate 87.8% of the issued and outstanding shares of Common Stock.

(c) At the Closing Date, each Stockholder shall, on surrender of its certificate or certificates representing the I JIU JIU Shares owned by the Stockholders to SRTN or its registrar or transfer agent, be entitled to receive the Exchange Shares.

Section 4.02 Closing. The closing of the transactions contemplated by this Agreement (the “Closing,” and the date of the Closing, the “Closing Date”) shall occur and shall be deemed to be effective immediately on November 10, 2017. Such Closing shall take place at a mutually agreeable time and place, and be conditioned upon all of the conditions to closing set forth in this Agreement being met.

Section 4.03 Closing Events. At the Closing, SRTN, I JIU JIU and the Stockholders shall execute, acknowledge, and deliver (or shall ensure to be executed, acknowledged, and delivered), any and all certificates, opinions, financial statements, schedules, agreements, resolutions, rulings or other instruments required by this Agreement to be so delivered at or prior to the Closing, together with such other items as may be reasonably requested by the parties hereto and their respective legal counsel in order to effectuate or evidence the transactions contemplated hereby.

Section 4.04 Termination. This Agreement may be terminated by the parties only in the event that the parties do not meet the conditions precedent set forth in Articles VI and VII. If this Agreement is terminated pursuant to this section, this Agreement shall be of no further force or effect, and no obligation, right or liability shall arise hereunder.

ARTICLE V

OTHER AGREEMENTS AND COVENANTS

Section 5.01 Legends. Each Stockholder acknowledges and agrees that each certificate representing the Exchange Shares shall be endorsed with the following legends, in addition to any other legend required to be placed thereon by applicable federal or state securities laws:

“THE SECURITIES ARE BEING OFFERED TO INVESTORS WHO ARE NOT U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE SECURITIES ACT OF 1933, AS AMENDED (“SECURITIES ACT”)) AND WITHOUT REGISTRATION WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT IN RELIANCE UPON REGULATION S PROMULGATED UNDER THE SECURITIES ACT.”

11

“TRANSFER OF THESE SECURITIES IS PROHIBITED, EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO REGISTRATION UNDER THE SECURITIES ACT, OR PURSUANT TO AVAILABLE EXEMPTION FROM REGISTRATION. HEDGING TRANSACTIONS MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE SECURITIES ACT.”

Section 5.02 Delivery of Books and Records. At the Closing, SRTN shall deliver to each Stockholder or their representatives the originals of the corporate minute books, books of account, contracts, records, and all other books or documents of SRTN which are now in the possession of SRTN or its representatives.

Section 5.03 Third Party Consents and Certificates. SRTN and the Stockholders agree to cooperate with each other in order to obtain any required third-party consents to this Agreement and the transactions herein contemplated.

Section 5.04 Director and Officer. Concurrently with the Closing: (i) Zur Dadon and any other officer, director or employee of SRTN shall tender their resignations, to be effective on November 22, 2017, and (ii) SRTN shall appoint Xiangbin Meng as Chairman, President and sole director of SRTN, Xuefei Kang as the Chief Executive Officer and Jinhua Shao as the Chief Financial Officer and Secretary, effective on November 22, 2017.

Section 5.05 Sales of Securities Under Rule 144, If Applicable.

(a) SRTN will use its best efforts to at all times satisfy the current public information requirements of Rule 144 promulgated under the Securities Act so that its shareholders can sell restricted securities that have been held for the applicable restricted period as required by Rule 144 as it is from time to time amended.

(b) Upon being informed in writing by any person holding restricted stock of SRTN that such person intends to sell any shares under rule 144 promulgated under the Securities Act (including any rule adopted in substitution or replacement thereof), SRTN will certify in writing to such person that it is compliance with Rule 144 current public information requirement to enable such person to sell such person’s restricted stock under Rule 144, as may be applicable under the circumstances.

(c) If any certificate representing any such restricted stock is presented to SRTN’s transfer agent for registration or transfer in connection with any sales theretofore made under Rule 144, provided such certificate is duly endorsed for transfer by the appropriate person(s) or accompanied by a separate stock power duly executed by the appropriate person(s) in each case with reasonable assurances that such endorsements are genuine and effective, and is accompanied by a legal opinion that such transfer has complied with the requirements of Rule 144, as the case may be, SRTN will promptly instruct its transfer agent to register such transfer and to issue one or more new certificates representing such shares to the transferee and, if appropriate under the provisions of Rule 144, as the case may be, free of any stop transfer order or restrictive legend.

Section 5.06 Payment of Liabilities. Recognizing the need to extinguish all existing liabilities of SRTN prior to the Exchange, The Stockholders have indicated they will not enter into this Agreement unless SRTN has arranged for the payment and discharge of all of SRTN’s liabilities, including all of SRTN’s accounts payable and any outstanding legal fees incurred prior to the Closing Date. Accordingly, SRTN has agreed to arrange for the payment and discharge of all such liabilities.

12

Section 5.07 Assistance with Post-Closing SEC Reports and Inquiries Upon the reasonable request of the Stockholders, after the Closing Date, SRTN shall cause Kimho to use its reasonable best efforts to provide such information available, including information, filings, reports, financial statements or other circumstances of SRTN occurring, reported or filed prior to the Closing, as may be necessary or required by SRTN for the preparation of the reports that SRTN is required to file after Closing with the SEC to remain in compliance and current with its reporting requirements under the Exchange Act.

ARTICLE VI

CONDITIONS PRECEDENT TO OBLIGATIONS OF SRTN

The obligations of SRTN under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

Section 6.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by I JIU JIU and the Stockholders in this Agreement were true when made and shall be true at the Closing Date. I JIU JIU and the Stockholders shall have performed or complied with all covenants and conditions required by this Agreement to be performed or complied with by them prior to or at the Closing.

Section 6.02 Officer’s Certificate. SRTN shall have been furnished with a certificate dated the Closing Date and signed by a duly authorized officer of I JIU JIU to the effect that no litigation, proceeding, investigation, or inquiry is pending, or to the best knowledge of I JIU JIU threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement, or, to the extent not disclosed in the SG Schedules, which might result in any material adverse change in any of the assets, properties, business, or operations of the Group.

Section 6.03 Good Standing. SRTN shall have received a certificate of good standing from The Registrar of Corporate Affairs of the British Virgin Islands, dated as of no less than fifteen (15) business days prior the Closing Date, certifying that I JIU JIU is in good standing as a company in the British Virgin Islands.

Section 6.04 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.

Section 6.05 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of I JIU JIU and the Group after the Closing Date on the basis as presently operated shall have been obtained.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF

I JIU JIU AND THE STOCKHOLDER

The obligations of I JIU JIU and the Stockholders under this Agreement are subject to the satisfaction, at or before the Closing Date, of the following conditions:

Section 7.01 Accuracy of Representations and Performance of Covenants. The representations and warranties made by SRTN in this Agreement were true when made and shall be true as of the Closing Date with the same force and effect as if such representations and warranties were made at and as of the Closing Date. Additionally, SRTN shall have performed and complied with all covenants and conditions required by this Agreement to be performed or complied with by SRTN.

13

Section 7.02 Closing Certificate. The Stockholders shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of SRTN, to the effect that no litigation, proceeding, investigation or inquiry is pending, or to the best knowledge of SRTN threatened, which might result in an action to enjoin or prevent the consummation of the transactions contemplated by this Agreement or, to the extent not disclosed in the SRTN Schedules, by or against SRTN, which might result in any material adverse change in any of the assets, properties or operations of SRTN.

Section 7.03 Officer’s Certificate. The Stockholders shall have been furnished with certificates dated the Closing Date and signed by duly authorized executive officers of SRTN, certifying that there are no existing liabilities as of the Closing Date and that each representations and warranties of SRTN contained in this Agreement shall be true and correct on and as of the Closing Date.

Section 7.04 Secretary’s Certificate. The Stockholders shall have been furnished with a certificate dated the Closing Date and signed by the secretary of SRTN, certifying to the Stockholders the resolutions adopted by the Board of Directors of SRTN approving, as applicable, the transactions contemplated by this Agreement and the issuance of the Exchange Shares, certifying the current versions of its certificates of incorporation and bylaws or other organizational documents and certifying as to the signatures and authority of persons signing this Agreement and related documents on its behalf.

Section 7.05 Good Standing. The Stockholders shall have received a certificate of good standing from the Secretary of State of Nevada, dated as of a date within ten days prior to the Closing Date, certifying that SRTN is in good standing as a corporation in the State of Nevada and has filed all tax returns required to have been filed by it to date and has paid all taxes reported as due thereon.

Section 7.06 No Governmental Prohibition. No order, statute, rule, regulation, executive order, injunction, stay, decree, judgment or restraining order shall have been enacted, entered, promulgated or enforced by any court or governmental or regulatory authority or instrumentality which prohibits the consummation of the transactions contemplated hereby.

Section 7.07 Consents. All consents, approvals, waivers or amendments pursuant to all contracts, licenses, permits, trademarks and other intangibles in connection with the transactions contemplated herein, or for the continued operation of SRTN after the Closing Date on the basis as presently operated shall have been obtained.

ARTICLE VIII

MISCELLANEOUS

Section 8.01 Brokers. The parties agree that there were no finders or brokers involved in bringing the parties together or who were instrumental in the negotiation, execution or consummation of this Agreement. SRTN and the Stockholders each agree to indemnify the other against any claim by any third person for any commission, brokerage, or finder’s fee arising from the transactions contemplated hereby based on any alleged agreement or understanding between the indemnifying party and such third person, whether express or implied from the actions of the indemnifying party.

14

Section 8.02 Governing Law; Venue. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof. Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York. Each party hereto hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, New York for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper. Each party hereto hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. EACH PARTY HERETO (INCLUDING ITS AFFILIATES, AGENTS, OFFICERS, DIRECTORS AND EMPLOYEES) HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 8.03 Notices. All notices, requests, demands and other communications provided in connection with this Agreement shall be in writing and shall be deemed to have been duly given at the time when hand delivered, delivered by express courier, or sent by facsimile (with receipt confirmed by the sender’s transmitting device) in accordance with the contact information provided below or such other contact information as the parties may have duly provided by notice.

If to SRTN:

Kimberley Leung

Unit 1510, Tower 1, Silvercord Centre,

30 Canton Road, Tsim Sha Tsui,

Kowloon, Hong Kong

If to I JIU JIU or the Stockholders, to:

Jinhua Shao

56 Jianguo Rd,

Chaoyang Qu, Beijing, China

Any such notice or communication shall be deemed to have been given: (i) upon receipt, if personally delivered, (ii) on the day after dispatch, if sent by overnight courier, (iii) upon dispatch, if transmitted by facsimile and receipt is confirmed by printed receipt and (iv) three (3) days after mailing, if sent by registered or certified mail.

Section 8.04 Confidentiality. Each party hereto agrees with the other that, unless and until the transactions contemplated by this Agreement have been consummated, it and its representatives will hold in strict confidence all data and information obtained with respect to another party or any subsidiary thereof from any representative, officer, director or employee, or from any books or records or from personal inspection, of such other party, and shall not use such data or information or disclose the same to others, except: (i) to the extent such data or information is published, is a matter of public knowledge, or is required by law to be published; or (ii) to the extent that such data or information must be used or disclosed in order to consummate the transactions contemplated by this Agreement. In the event of the termination of this Agreement, each party shall return to the other party all documents and other materials obtained by it or on its behalf and shall destroy all copies, digests, work papers, abstracts or other materials relating thereto, and each party will continue to comply with the confidentiality provisions set forth herein.

Section 8.05 Schedules; Knowledge. Each party is presumed to have full knowledge of all information set forth in the other party’s schedules delivered pursuant to this Agreement.

Section 8.06 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective successors and permitted assigns and is not for the benefit of, nor may any provision hereof be enforced by, any other person or entity.

15

Section 8.07 Expenses. Whether or not the Exchange is consummated, each of the parties hereto will bear their own respective expenses, including legal, accounting and professional fees, incurred in connection with the Exchange or any of the other transactions contemplated hereby.

Section 8.08 Entire Agreement. This Agreement represents the entire agreement between the parties relating to the subject matter thereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 8.09 Survival; Termination. The representations, warranties, and covenants of the respective parties shall survive the Closing Date and the consummation of the transactions herein contemplated for a period of two years.

Section 8.10 Counterparts. This Agreement may be executed in two or more counterparts, all of which when taken together shall be considered one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart. In the event that any signature is delivered by facsimile transmission, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile signature page were an original thereof.

Section 8.01 Amendment or Waiver. Every right and remedy provided herein shall be cumulative with every other right and remedy, whether conferred herein, at law, or in equity, and may be enforced concurrently herewith, and no waiver by any party of the performance of any obligation by the other shall be construed as a waiver of the same or any other default then, theretofore, or thereafter occurring or existing. At any time prior to the Closing Date, this Agreement may by amended by a writing signed by all parties hereto, with respect to any of the terms contained herein, and any term or condition of this Agreement may be waived or the time for performance may be extended by a writing signed by the party or parties for whose benefit the provision is intended.

Section 8.02 Best Efforts. Subject to the terms and conditions herein provided, each party shall use its best efforts to perform or fulfill all conditions and obligations to be performed or fulfilled by it under this Agreement so that the transactions contemplated hereby shall be consummated as soon as practicable. Each party also agrees that it shall use its best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective this Agreement and the transactions contemplated herein, both prior to and following the Closing.

[Signature Page Follow]

16

IN WITNESS WHEREOF, the corporate parties hereto have caused this Agreement to be executed by their respective officers, hereunto duly authorized, as of the date first-above written.

SPIRIT INTERNATIONAL, INC.
By:	/s/ Zur Dadon
	Name: Zur Dadon
	Title:   CEO

I JIU JIU (GROUP) LIMITED
By:	/s/ Xiangbin Meng
	Name: Xiangbin Meng
	Title:   Sole Director

THE STOCKHOLDERS:  

JIU XIN CAI YUAN LIMITED

/s/ Xiangbin Meng

Name: Xiangbin Meng

Title:   Sole Director  

YANGMING DEVELOPMENT LIMITED
By:	/s/ Xiangbin Meng
	Name: Xiangbin Meng Title:   Sole Director

17

Schedule A

I JIU JIU’s Stockholders’ Post-Exchange Share Amount

Stockholder	Post-Exchange Shares
Jiu Xin Cai Yuan Limited		5,600,000
Yangming Development Limited		2,400,000
Total		8,000,000

18

EX-2.2

Exhibit 2.2

STOCK CANCELLATION AGREEMENT AND RELEASE

This STOCK CANCELLATION AGREEMENT (the “Cancellation Agreement”) is made and entered into as of the 10 day of November, 2017 (the “Effective Date”), by and among I Jiu Jiu Limited, a British Virgin Islands business company (“I JIU JIU”), Jiu Xin Cai Yuan Limited, a British Virgin Islands business company (“Jiuxin”), and Yangming Development Limited (“Yangming”), a British Virgin Islands business company, together with Jiuxin holding 100% of the issued and outstanding capital stock of I JIU JIU (each one is a Purchaser; together “Purchasers”), and Kimho Consultants Company Limited, a company organized under the laws of Hong Kong (“Kimho” or “Stockholder”).

WHEREAS, the Purchasers and Stockholder previously entered into that certain Stock Purchase Agreement, dated as of October 16, 2017 and attached hereto as Exhibit A (the “SPA”), pursuant to which the Company sold to Stockholder, and Stockholder purchased from the Company, four million (4,000,000) shares (the “Shares”) of for an aggregate purchase price of, subject to the terms and conditions thereof;

WHEREAS, concurrently herewith, the Purchasers are entering into certain Share Exchange Agreement (the “Share Exchange Agreement”) dated November 10, 2017 with Spirit International Inc., a Nevada corporation (hereinafter referred to as “SRTN”), pursuant to which SRTN will issue 8,000,000 shares of Common Stock (“Exchange Shares”) in exchange for all the capital stocks of I JIU JIU; and

WHEREAS, the Purchasers desire to purchase and return to SRTN for cancellation four million (4,000,000) Shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”) currently held by the Stockholders (the “Cancelled Shares”) in exchange for a payment to the Stockholder in the amount of four hundred and forty thousand United States dollars ($440,000); and the Stockholder desires to sell the Cancelled Shares to the Purchaser subject to the terms and conditions of this Agreement; and

WHEREAS, it is a condition precedent to the consummation of the Share Exchange Agreement that the Purchaser and Kimho will enter into this Cancellation Agreement; and

WHEREAS, the Board of Directors of the Company has approved the terms of this Cancellation Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the sufficiency of which are hereby acknowledged, the parties to this Cancellation Agreement mutually agree as follows:

1. CANCELLATION OF COMMON STOCK

1.1 Cancellation of Common Stock. Effective as of the Effective Date, in exchange for the consideration provided in Section 1.2 hereof, Stockholder agrees to waive any rights with respect to the Cancelled Shares, which waiver Stockholder understands and acknowledges shall include, without limitation, the return and cancellation of the Cancelled Shares.

1.2 Payment. In exchange for Stockholder’s agreement to cancel and terminate the Cancelled Shares as set forth in Section 1.1 hereof and the release of claims as set forth in Section 1.4 hereof, the Purchasers hereby agree to pay Stockholder an amount equal to four hundred and forty thousand United States dollars ($440,000) (the “Cancellation Price”).

1.4 Release. Stockholder, for Stockholder and Stockholder’s successors and assigns forever, does hereby unconditionally and irrevocably compromise, settle, remise, acquit and fully and forever release and discharge the Purchasers and their successors, assigns, affiliates, members, officers, employees and agents (collectively, the “Released Parties”) from any and all claims, counterclaims, set-offs, debts, demands, choses in action, obligations, remedies, suits, damages and liabilities in connection with any rights arising under or in connection with the Cancelled Shares, whether now known or unknown or suspected or claimed, whether arising under common law, in equity or under statute, which Stockholder or Stockholder’s successors or assigns ever had, now have, or in the future may claim to have against the Released Parties and which may have arisen at any time on or prior to the date hereof.

1.5 Deliveries. On the Effective Date, Stockholder shall deliver to the Company the original stock certificate evidencing the Cancelled Shares and execute all related documents as required by the transfer agent of SRTN for cancellation of the Cancelled Shares.

1.6 Further Assurances. Each party to this Cancellation Agreement agrees that it will perform all such further acts and execute and deliver all such further documents as may be reasonably required in connection with the consummation of the transactions contemplated hereby in accordance with the terms of this Cancellation Agreement.

2. MISCELLANEOUS

2.1 Captions. The captions used in this Cancellation Agreement are for reference purposes only, and shall not in any way affect the meaning or interpretation of this Cancellation Agreement.

2.2 Parties in Interest. This Cancellation Agreement shall be binding upon and shall inure to the benefit of the parties to this Cancellation Agreement and their respective heirs, executors, administrators, successors and assigns.

2.3 Acknowledgements. Stockholder acknowledges that Stockholder has been advised by the Company to consult with Stockholder’s tax advisor to determine the tax consequences with respect to Stockholder of the actions and agreements provided herein, and that the Company shall not be responsible for any taxes owed by Stockholder arising from the actions and agreements provided herein.

2.4 Execution. This Cancellation Agreement may be executed in two or more counterparts, all of which taken together shall constitute one instrument. The exchange of copies of this Cancellation Agreement and of signature pages by facsimile transmission shall constitute effective execution and delivery of this Cancellation Agreement as to the parties and may be used in lieu of the original Cancellation Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for any purpose whatsoever.

2.5 Entire Agreement. This Cancellation Agreement contains the entire understanding of the parties to this Cancellation Agreement with respect to the subject matter contained herein. This Cancellation Agreement supersedes all prior agreements and understandings among the parties with respect to such subject matter.

2.6 Governing Law. This Cancellation Agreement shall be governed and construed in accordance with the substantive laws of the State of New York, without regard to its principles of conflict of laws.

2.7 Jurisdiction and Venue. Any judicial proceedings brought by or against any party on any dispute arising out of this Cancellation Agreement or any matter related thereto shall be brought in the state or federal courts of New York, and, by execution and delivery of this Cancellation Agreement, each of the parties accepts for itself the exclusive jurisdiction and venue of the aforesaid courts as trial courts, and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Cancellation Agreement after exhaustion of all appeals taken (or by the appropriate appellate court if such appellate court renders judgment).

[Signature page follows]

2

IN WITNESS WHEREOF, the parties to this Cancellation Agreement have executed this Cancellation Agreement as of the Effective Date.

PURCHASERS:

JIU XIN CAI YUAN LIMITED

/s/ Xiangbin Meng

Name: Xiangbin Meng

Title: Sole Director  

YANGMING DEVELOPMENT LIMITED
By:	/s/ Xiangbin Meng
	Name: Xiangbin Meng
	Title: Sole Director

STOCKHOLDER:
KIMHO CONSULTANTS COMPANY LIMITED,
a company organized under the laws of Hong Kong
By:	/s/ Kimberly Leung
Name:	Kimberly Leung
Title:	Director

3

EX-10.1

Exhibit 10.1

EXCLUSIVE TECHNICAL CONSULTANCY AND SERVICES AGREEMENT

This Exclusive Technical Consultancy and Services Agreement (this”Agreement”) is made and entered into by the Parties below on August 1, 2017 in Beijing, People’s Republic of China (“China”):

Party A: Beijing Jiucheng Information Consulting Company

Party B: Beijing Jiucheng Asset Management Company

WHEREAS:

1. Party A is a wholly foreign owned enterprise with limited liability duly incorporated and validly existing under the laws of the People’s Republic of China (“China” or “PRC”);

2. Party B is a fully domestically funded enterprise with limited liability duly incorporated and validly existing under the laws of China;

3. Party A hereby agrees to provide technical consulting and related services to Party B, and Party B agrees to accept such consulting and related services.

Party A and Party B are hereinafter each referred to as a “Party” and, collectively, the “Parties”.

NOW, THEREFORE, both Parties hereof through negotiations on the principle of equality agree as follows:

1. Technical Consulting and Related Services

1.1. During the term of this Agreement, Party A, as a provider of technical consulting and related services, hereby agrees to provide Party B with the technical consulting and related services specified in Schedule I under the terms and conditions contained herein.

1.2. Party B hereby agrees to accept such technical consulting and related services provided by Party A. Party B further agrees that it shall not, without the prior written consent of Party A, accept the aforesaid technical consulting and related services provided by any third party not a Party hereof during the term of this Agreement.

1

1.3. Party B shall procure that its Directors shall prepare within 30 days before the end of each financial period a Business Plan setting out the basis on which the business of Party B shall be conducted for the next financial period, such Business Plan to be subject to the prior written consent of Party A before it is adopted by the Directors of Party B and Party B shall procure that its Directors shall cooperate with Party A and use all reasonable efforts to conform to the Business Plan to the requirements of Party A with a view to adopting it as soon as possible following its preparation. The Business Plan for the current financial period has been prepared and consented to by Party A.

2. Exclusive Rights

2.1 Any and all the rights, ownership interests and intellectual property rights including but not limited to copyrights, patents, technical know-how and trade secrets, no matter whether developed by Party A, or developed by Party B based on Party A’s intellectual property rights or services provided by Party A, shall be the exclusive property of Party A.

3. Fee for Technical Consulting and Related Services

3.1 Party B hereby agrees to calculate and pay the fees for the technical consulting and related services arising hereunder (the ‘Fee’) pursuant to the method specified in Schedule II.

4. Guaranty for the Performance of this Agreement

4.1 In order to guarantee Party B’s payment to Party A of the Consulting and Services Fee, Jiuyuan Investment Company and Meng Xiangbin, as shareholders of Party B, agree to pledge their equity interests in Party B to Party A and to sign a separate Equity Pledge Agreement with Party A.

5. Effectiveness and Term

5.1 This Agreement shall come into force upon its execution on the date first written above.

5.2 This Agreement shall remain valid for ten (10) years.

5.3 Party B hereby agrees that the term of this agreement shall be extended automatically for another ten (10) years unless Party A sends to Party B a written notice terminating this Agreement within six (6) months prior to the expiry date of this Agreement.

6. Termination

6.1 This Agreement shall terminate on the expiry date unless it is terminated in advance in accordance with Article 6.2 hereunder.

6.2 During the term hereof, Party B may not terminate this Agreement prior to its expiry date unless any act of Party A constitutes a gross negligence, a violation of law, bankruptcy or a material breach of this Agreement. Party A, however, is entitled to terminate this Agreement at any time provided that it notifies Party B in writing thirty 30 days in advance.

2

7. Representations and Warranties

7.1 Party A hereby represents and warrants as follows:

7.1.1 Party A is a company duly registered and validly existing under the PRC law.

7.1.2 Party A has taken the necessary corporate actions and any other necessary steps to acquire the authorization to execute and perform this Agreement.

7.1.3 The execution and performance of this Agreement or observance of the terms and provisions hereof by Party A shall not:

a). violate any law, regulation, rule, court order, judgment, finding, ban or mandate of government; or

b). be in conflict with or contradict any term, provision, condition or prescription under any agreement, contract or document of Party A, restrict Party A’s actions, or result in a breach of the aforesaid terms, provisions, conditions or prescriptions.

7.1.4 This Agreement, upon its execution, shall be legal, valid and binding upon Party A and shall be enforceable in accordance with the terms and conditions herein.

7.2 Party B hereby represents and warrants as follows:

7.2.1 Party B is a company duly registered and validly existing under the PRC law and is authorized to engage in the business described in Recital 2 above.

7.2.2 Party B has taken the necessary corporate actions and any other necessary steps to acquire the authorization to execute and perform this Agreement.

7.2.3 The execution and performance of this Agreement and the observance of the terms and provisions hereunder by Party B shall not:

a). violate any law, regulation, rule, court order, judgment, finding, ban or mandate of government; or

b). be in conflict with or contradiction to any term, provision, condition or prescription under any agreement, contract or document of Party B or restrict Party B’s actions, or result in a breach of the foregoing terms, provisions, conditions or prescriptions.

7.2.4 This Agreement, upon its execution, shall be legal, valid and binding upon Party B and shall be enforceable in accordance with the terms and conditions herein.

3

7.2.5 Party B agrees that it will not engage in any activity or do anything that could adversely affect the revenues, profits, assets, business, personnel, rights, liabilities or operations of Party B or result in a material reduction or disposal of any of its assets and in particular but without limitation the board of directors of Party B shall not take any decision or make any proposal or take any action, and Party B shall not take any action, in relation to any of the matters set out in Schedule III without the prior written consent of Party A.

8. Taxation

8.1 All taxes arising out of a Party’s performance of this Agreement shall be borne by such Party.

9. Confidentiality

9.1 Each Party hereby agrees that it shall make every endeavor and take all reasonable measures to keep confidential the other Party’s confidential materials and information (“Confidential Information”) known or acquired by such Party due to the entry into and performance of this Agreement. Without prior written consent of the owner of the aforesaid Confidential Information, the other Party shall not divulge, grant or transfer to any third party such Confidential Information except that Party A or its parent or associated company shall be entitled to divulge Confidential Information about Party B and its business pursuant to the rules and requirements of a recognized stock exchange. Upon the termination of this Agreement, such Party shall return to the owner of such Confidential Information upon its request, or destroy any documents, materials, software or other sources carrying such Confidential Information, delete any such Confidential Information from any memory device and shall cease using such Confidential Information.

9.2 Both Parties hereby agree that this article shall remain valid no matter whether this Agreement is amended, canceled or terminated.

10. Indemnification

10.1 Each Party shall indemnify the other Party for, and hold the other Party harmless against any loss, damage, obligation or expense resulting from any litigation, claim or other request to the other Party which occurs or arises out of the other Party’s performance of its obligations under this Agreement and any of its business contracts.

11. Governing Laws and Dispute Resolution

11.1 The PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of this Agreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or the Macau Special Administration Region.

4

11.2 Any dispute arising from or related to this Agreement shall be settled first through friendly negotiations. If such dispute cannot be settled within thirty (30) days after the start of negotiations, it shall be submitted to the South China International Economic and Trade Arbitration Commission for arbitration and be arbitrated in Beijing, China in accordance with its arbitration rules when such arbitration application was submitted. The arbitral award shall be final and binding upon all Parties. Unless otherwise decided by the arbitration commission, arbitration fees and other expenses in relation to such arbitration shall be borne by the losing Party.

12. Force Majeure

12.1 “Force majeure” means any unforeseeable circumstance, which is beyond the control of a Party, or any unavoidable event, even if foreseeable, as a result of which such Party is unable to perform its obligations, in whole or in part, under this Agreement. Such circumstances include, but are not limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy, fire, flood, accident, war, riot, insurgence or any other similar event.

12.2 Should the affected Party be prevented from performing its obligations hereunder due to any force majeure event, the aforesaid obligations shall be suspended during the continuation of such force majeure event, and the time for performing such obligations shall be extended automatically until the force majeure event ends. The affected Party shall not be liable for its non-performance during the force majeure event.

12.3 Any Party encountering a force majeure event shall forthwith notify the other Party in writing and supply proper evidence of the inception of the force majeure event and its continuing period. Such Party shall make every reasonable endeavor to mitigate the damages of such event of force majeure.

12.4 If a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and shall make any and all reasonable efforts to minimize the effects of any event of force majeure.

12.5 If the force majeure event lasts over ninety 90 days and the Parties do not reach any agreement on a just solution, any of the Parties shall be entitled to terminate this Agreement. In case of termination of this Agreement pursuant to the aforesaid provision, none of the Parties shall have any rights or obligations subsequent thereto, but the rights and obligations of each Party arising hereunder before such termination shall not be affected.

5

13. Miscellaneous Terms

13.1 Notice

Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addresses of the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes its address, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices deemed to have been effectively given shall be determined as follows:

13.1.1 Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;

13.1.2 Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on which they were mailed (as indicated by the postmark);

13.1.3 Notices sent by a courier recognized by the Parties shall be deemed effectively given on the third (3rd) day after they were sent to such courier service agency; and

13.1.4 Notices sent by facsimile transmission shall be deemed effectively given on the first business day following the date of transmission, as indicated on the document.

Party A: Beijing Jiucheng Information Consulting Company

Address: Room 401-2, Building No.1, Section 1, No.188 the South 4th Ring West Road, Fengtai District, Beijing, China

Email: lqlstxz@163.com

Tel: +86 18811139608

Party B: Beijing Jiucheng Asset Management Company

Address: Room 1001, Unit 1, 9 F, No.2 Block, No.82 East 4th Ring Road, Chaoyang District, Beijing ,China

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

13.2 Non-implied Waiver

The failure of one Party to exercise its rights to investigate the breach of the other Party under a special circumstance shall not be deemed as a waiver of such rights in other similar cases.

13.3 Severability

If any provision or portion of this Agreement is determined to be invalid, illegal, or unenforceable, or in conflict with public interests under any applicable PRC laws, the validity, legality and enforceability of the remaining provisions hereunder shall not in any way be affected or impaired. Both Parties shall negotiate sincerely to reach an agreement to replace the invalid provision with a provision satisfactory to both Parties.

6

13.4 Non-transfer

Without the prior written consent of the other Party, one Party may not transfer this Agreement or any right or obligation hereunder.

13.5 Counterparts

This Agreement is made in English in 4 originals. This Agreement and any amendment hereto may be executed in counterparts. Either Party may sign one copy and send such copy by facsimile transmission to the other Party, but shall forthwith send the original one. All signed documents shall constitute one agreement, which shall come into force after both Parties sign one or more documents and send them to the other Party hereof (unless otherwise provided in the original of such documents).

13.6 Amendment

This Agreement can be amended only upon execution of a written document by both Parties.

Party A: Beijing Jiucheng Information Consulting Company

Legal Representative:

Company Seal:

Date:

Party B: Beijing Jiucheng Asset Management Company

Legal Representative:

Company Seal:

Date:

7

Schedule I: The Content list of Technical Consulting and Services

1. To provide series of services to maintain the server and manage the network platform;

2. To develop and update the Internet applications of the server, and its application to www.9caitong.com and other websites owned or operated by Party B;

3. To develop and update the application software of the Internet users;

4. To provide technical services of electronic commerce, including but not limited to the design and maintenance of the electronic commerce platform;

5. To provide technical services of advertising design plan, software design, website programming etc, and administrative and consulting advices to Party B in connection with the advertising operation of Party B;

6. To provide the training of technology and technicians;

7. To support Party B’s needs for personnel, including but not limited to the secondment of Party A’s personnel to Party B (but Party B shall bear the cost and expenses of the personnel);

8. Other services recognized by both parties.

8

Schedule II: Mode of Calculation and Payment of the Consulting and Services Fees

1.1 The Parties agree that the Fee will be an amount equal to 90% of Party B’s profits before tax for the period the Services were provided by Party A or such proportion of Party B’s profit before tax as is the same as the proportion of the period during which such Services are provided. For avoidance of any doubt, if Party B makes a loss, no amount shall be paid or refunded to Party B by Party A.

1.2 Unless otherwise agreed by the Parties, the Fee will be calculated and paid by Party B quarterly in arrears within one month of the end of each financial quarter of Party B (which at the date of this agreement end on each of [31 March, 30 June, 30 September and 31 December] respectively) in respect of the Services provided during that quarter. For the purposes of calculating the Fee, the profit before tax of Party B for the relevant quarter shall be as stated in Party B’s management accounts, which shall be prepared using the same accounting principles and practices as are used to prepare Party B’s audited accounts. The amount of the Fee payable shall be transferred to the bank account notified by Party A to Party B from time to time. Party A shall confirm the amount of the Fee due by issuing an invoice to Party B at the time of payment.

1.3 At the time when the audited accounts of Party B are prepared and audited by the auditors of Party B, the amount of the Fee for the period covered by such audited accounts shall be re-calculated (based on the profits before tax of Party B as disclosed by such accounts) and certified by the auditors. If the Fee so certified exceeds the aggregate amounts of the Fee paid quarterly in respect of that period then the amount of the quarterly Fee next payable following such certification shall be increased by the amount of such excess (or reduced by the amount by which such Fee payments exceed the certified Fee) provided that:

1.3.1 If the amount of such quarterly Fee next payable is less than the amount of the required reduction, then it shall be reduced to zero and the balance of the reduction shall be applied to reduce the next quarterly Fee payment(s) until such reduction is netted off in full, provided that no Quarterly Fee payment shall be less than zero and no payment or repayment shall be made by Party A to Party B; and

1.3.2 If at any time in respect of any period Party B makes a loss such loss shall be deemed to be a nil profit for the purposes of any calculation.

1.4 Party B shall allow the representative(s) of Party A full access on request to the accounting and other records and premises of Party B for the purposes of confirming the amount of the Fee payable from time to time and compliance with the other provisions of this Agreement.

9

1.5 Taxes and expenses arising out of the execution and implementation of this Agreement shall be borne by the Parties, which incur them respectively.

1.6 The Fee shall paid by Party B to Party A free of any withholding in relation to taxes or otherwise.

Schedule III

1. Varying in any respect or replacing the Articles of Association or other constitutional documents of Party B or the rights attaching to any of the equity interests or registered capital in Party B.

2. Permitting the registration (upon subscription or transfer) of any person as a holder of equity interests or registered capital of Party B.

3. Increasing the amount of Party B’s issued equity interests or registered capital, granting any option or other interest (in the form of convertible securities or in any other form) over or in its equity interests or registered capital, redeeming or purchasing any of its own equity interests or registered capital or effecting any other reorganisation of its equity interests or registered capital or entering into any agreement to do any of such thing.

4. Issuing any loan capital in Party B or entering into any commitment with any person with respect to the issue of any loan capital.

5. Borrowing any money other than from its bankers in the ordinary and usual course of business.

6. Applying for the listing or trading of any shares or debt securities on any stock exchange or market.

7. Passing any resolution or taking any other step for its winding up, dissolution or bankrupt.

8. Altering the name of Party B or its registered office.

9. Adopting or amending the Business Plan in respect of each financial period or materially deviating from such Business Plan, including without variation exceeding the amount provided for capital expenditure.

10. Changing the nature of Party B’s business or commencing any new business by Party B which is not ancillary to the business it carries on at the date of this Agreement or providing services to a third party in whole or in part similar to the Services.

10

11. Forming any subsidiary or acquiring shares, equity interests, registered capital or loan capital in any other company or participating in any partnership or joint venture (incorporated or not) or profit sharing agreement.

12. Amalgamating or merging with any other company or business undertaking.

13. Making any acquisition, disposal, transfer or assignment by Party B of any asset(s) with a value of RMB 100,000 or more per item or an aggregate value of RMB 200,000 or more in any month.

14. Creating or granting any mortgage, charge or other encumbrance over the whole or any part of Party B’s business, or the undertaking or assets of Party B or over any equity interests or registered capital in Party B or agreeing to do so.

15. Making any loan (otherwise than by way of deposit with a bank or other institution the normal business of which includes the acceptance of deposits or in the ordinary course of business) or granting any credit (other than in the normal course of trading) or giving any guarantee or bond (other than in the normal course of trading) or indemnity.

16. Altering any financial facilities from or any mandate given to Party B’s bankers relating to any matter concerning the operation of Party B’s bank accounts.

17. Entering into any arrangement, contract or transaction or making any payment (a) with or to its shareholders or directors or in which they have an interest or (b) which is outside the normal course of its business or otherwise than on arm’s length terms; or otherwise doing any act or thing outside the ordinary course of business.

18. Giving notice of termination of this Agreement or varying or amending it terms.

19. Giving notice of termination of any arrangements, contracts or transactions which are material in the nature of Party B’s business, or materially varying any other such arrangements, contracts or transactions, in each such case outside the ordinary course of business of Party B, or otherwise disposing of or ceasing to carry on all or any part of Party B’s business or materially reducing the level of Party B’s business or proposing to do any of such things.

20. Adopting or materially amending any standard terms of business (including a material change in prices) on which Party B is prepared to provide goods or services to third parties.

21. Granting any rights (by licence or otherwise) in or over any intellectual property owned or used by Party B.

11

22. Factoring or assigning any of the book debts of Party B.

23. Changing the auditors of Party B or its financial year end.

24. Making or permitting to be made any change in the accounting or reporting policies, practices and principles adopted by Party B in the preparation of its audited and management accounts.

25. Declaring or paying any dividend or making any other distribution (by way of capitalisation, repayment or in any other manner) out of Party B’s distributable profits or any of its reserves.

26. Permitting or putting into effect the appointment of any person as a director or officer of Party B or the removal or dismissal of any director or officer of Party B or allowing the directors of Party B to delegate any of their powers to a committee.

27. Establishing or amending any profit-sharing, share option, bonus or other incentive scheme of any nature for directors or employees.

28. Establishing or amending any pension, retirement, death or disability or life assurance scheme or granting any pension or other such rights or benefits to any director, officer, employee, former director, officer or employee, or any shareholder or any member of any such person’s family.

29. Dismissing any employee in circumstances in which Party B incurs or agrees to bear redundancy or other costs in excess of RMB50,000 in total in an individual case or in aggregate in any calendar month.

30. Agreeing to remunerate (by payment of fees, the provision of benefits-in-kind or otherwise) any officer (other than a director) of or consultant to Party B at a rate in excess of RMB100,000 per annum or increasing the remuneration of any such person to a rate in excess of RMB100,000 per annum.

31. Entering into or varying any contract of employment with any director or employee with a contractual notice period of more than 6 months or providing for the payment of remuneration (including pension and other benefits) in excess of a rate of RMB100,000 per annum or increasing the remuneration of any staff (including pension and other benefits) to a rate in excess of RMB100,000 per annum.

32. Instituting, settling or compromising any legal proceedings (other than debt recovery proceedings in the ordinary course of business) instituted or threatened against Party B or submitting to arbitration or alternative dispute resolution any dispute involving Party B.

33. Making any agreement with any revenue or tax authorities or making any claim, disclaimer, election or consent for tax purposes in relation to Party B or its business.

34. Taking or disposing of or agreeing to take or dispose of any interest in any land or real property.

12

EX-10.2

Exhibit 10.2

EQUITY PLEDGE AGREEMENT

This Equity Pledge Agreement (this “Agreement”) is made and entered into by the parties below on August 1, 2017 in Beijing, People’s Republic of China (“China”):

Pledgee: Beijing Jiucheng Information Consulting Company

Pledgors: Meng Xiangbin PRC ID No.: 370830198708186114;

Jiuyuan Investment Company

The Pledgee and the Pledgors are hereinafter referred to as collectively, the “Parties”.

Whereas:

(1) Meng Xiangbin and Jiuyuan Investment Company are shareholders of Beijing Jiucheng Asset Management Company (the “Company”), holding equity interests of 30% and 70% respectively in the Company (Meng Xiangbin and Jiuyuan Investment Company hereinafter collectively referred as to “Pledgors”).

(2) The Company is a company with limited liability duly registered and validly existing under the laws of China;

(3) The Pledgee is a wholly foreign owned enterprise, a company with limited liability duly registered and validly existing under the laws of China;

(4) The Pledgee and the Company have entered into the Service Agreement as defined in Article 1 on August 1, 2017; and

(5) In order to ensure that the Pledgee can collect consulting and services fees pursuant to the Service Agreement from the Company, the Pledgors hereby pledges all of their Equity Interests as defined in Article 1 in the Company to the Pledgee as a guarantee for the payment of the consulting and services fees under the Service Agreement.

NOW, THEREFORE, the Pledgors and the Pledgee, through negotiations on the principle of equality, agree as follows:

1. Definition

Unless otherwise provided in this Agreement, the following terms shall have the following meanings:

1.1 Right of Pledge: as specified in Article 2 of this Agreement.

1.2 Equity Interests: 100% of the equity interests held by the Pledgors in the Company comprising 100% of all issued and outstanding equity interests in the Company.

1.3 Term of Pledge: the term specified in Article 3 hereunder.

1

1.4 Service Agreement: the Exclusive Technical Consultancy and Services Agreement entered into by the Company and the Pledgee on August 1,2017.

1.5 Breach of Agreement: any circumstance specified in Article 6.1 hereunder.

1.6 Notice of Breach: a notice sent by the Pledgee under this Agreement declaring a Breach of Agreement.

Terms not specifically defined hereunder shall have the same meaning as the corresponding terms contained in the Service Agreement.

2. Pledge and Right of Pledge

2.1 The Pledgors irrevocably pledge all their Equity Interests in the Company to the Pledgee. The Right of Pledge means the priority right entitled by the Pledgee to claim the consulting and services fees, which the Pledgee is entitled to under the Service Agreement from funds obtained through conversion, auction or sale of the Equity Interests that the Pledgors pledge to the Pledgee.

3. Term of Pledge

3.1 This Agreement shall come into force upon the date when the pledge of Equity Interests hereunder is recorded in the register of shareholders of the Company, and such pledge shall remain valid for two (2) years after the expiry of the Service Agreement.

3.2 During the Term of Pledge, the Pledgee is entitled to exercise its Right of Pledge should the Company not disburse part or all of the consulting and services fees due to the Pledgee under the Service Agreement.

4. Custody of the Certificate for Pledge

4.1 During the term of this Agreement, the Pledgee shall keep in custody the investment certificates of the Equity Interests in the Company and the register of shareholders of the Company in which the pledge of the Equity Interests hereunder is recorded. Within one (1) week of the execution of this Agreement, the Pledgors shall deliver these aforesaid documents to the Pledgee.

4.2 The Pledgee is entitled to collect all dividends declared and paid arising out of the Equity Interests.

5. Representations and Warranties of the Pledgors

5.1 The Pledgors have full capacity for civil act, with full and independent legal status, and are legally competent to sign, deliver and perform this Agreement. The Pledgors can sue or be sued in litigation.

5.2 The Pledgors are the lawful owner of the Equity Interests.

5.3 The Pledgors can sign this Agreement and be bound by its terms without the consent of any third party.

2

5.4 When exercising its Right of Pledge under this Agreement, the Pledgor shall procure that no other party shall interfere with or seek to restrict in any way the Pledgee’s rights under this Agreement.

5.5 Except for the Right of Pledge, there are no other liens, pledges, mortgages, claims, charges or other encumbrances or other guarantee rights, or restrictions imposed by or belonging to any third party, in relation to the Equity Interests.

5.6 Without the prior written consent of the Pledgee (which may be withheld entirely at the Pledgee’s discretion), the Pledgor shall not transfer or seek to transfer the Equity Interests, nor shall he establish or permit to be established any liens, pledges, mortgages, claims or other guarantee rights, or restrictions in favor of any third party, that may affect the rights and interests of the Pledgee.

5.7 The Pledgor shall observe and comply with any and all provisions of laws and regulations concerning the pledge. Within five (5) days after receiving any notice or decree issued or provided by relevant authorities, the Pledgor shall present such notice or decree to the Pledgee, and issue opinion on the aforesaid matters upon the reasonable request of the Pledgee.

5.8 The Pledgor shall promptly notify the Pledgee of any event or circumstance that may affect the Equity Interests pledged, change any of the Pledgor’s warranties and obligations, or affect the performance of the Pledgor’s obligations hereunder.

5.9 The Pledgor hereby agrees that the Right of Pledge to be exercised by the Pledgee shall not be disrupted or impaired by the Pledgor, the Pledgor’s successors, or trustees, or any other person.

5.10 The Pledgor has full power to sign, deliver and perform this Agreement. This Agreement shall be signed and delivered by the Pledgor in compliance with all applicable laws and regulations. This Agreement shall be binding upon the Pledgor and may be enforced against the Pledgor in accordance with the terms and conditions hereunder.

5.11 The Pledgor shall complete the procedures for registration and filing with the relevant government departments, including but not limited to the State Administration of Industry and Commerce in China.

5.12 In the interests of the Pledgee, the Pledgor shall observe and perform all of the aforesaid warranties, undertakings, agreements, representations and conditions. Should the Pledgor not perform or fully perform such warranties, undertakings, agreements, representations and conditions, he shall be liable for damages to and shall fully indemnify the Pledgee for any loss suffered by the Pledgee arising therefrom.

6. Breach of Agreement

6.1 Any of the following events shall be deemed a Breach of Agreement:

6.1.1 The Company fails to promptly disburse the total consulting and services fees due under the Service Agreement.

3

6.1.2 Any of the representations and warranties contained in Article 5 are materially misleading or false, and/or there is a breach by the Pledgor of any of the representations and warranties contained in Article 5.

6.1.3 The Pledgor breaches any of the terms and conditions of this Agreement.

6.1.4 Unless otherwise agreed under Article 5.6, the Pledgor forfeits the Equity Interests pledged or transfer such Equity Interests without the written consent of the Pledgee.

6.1.5 Any loan, guaranty, indemnification, undertaking or other responsibility that the Company owes to any third party (1) is requested to be repaid or performed in advance due to breach of contract by the Company; or (2) is due but not repaid or performed by the Company such that the Pledgee believes that the capacity of the Company to perform its obligations has been affected thereby.

6.1.6 The Pledgor fails to repay any of his own debts.

6.1.7 This Agreement becomes illegal due to the publication of relevant laws or the Pledgor fails to continue performing his obligations hereunder.

6.1.8 Any consent, approval or authorization by government organizations required to render this Agreement enforceable, legal, or valid is rescinded, terminated, invalidated or materially amended.

6.1.9 Any properties owned by the Pledgor are subject to an adverse change such that the Pledgee believes that the capacity of the Pledgor to perform his obligations has been adversely affected thereby.

6.1.10 The successor or custodian of the Company performs only part of, or refuses to perform, the payment obligations under the Service Agreement.

6.1.11 The Pledgee is unable to exercise its Right of Pledge under the relevant laws.

6.2 The Pledgor shall notify the Pledgee in writing if the Pledgor becomes aware of, or finds out about, the occurrence of any of the events or circumstances specified in Article 6.1 or occurrences that may lead to the aforesaid events or circumstances.

6.3 Unless the events or circumstances specified in Articles 6.1 under this Agreement have been settled to the Pledgee’s satisfaction, the Pledgee may send a Notice of Breach in writing to the Pledgor at any time during or after a Breach of Agreement by the Pledgor, requesting the Pledgor to forthwith pay any and all debts under the Service Agreement and other debts due, or it may exercise its Right of Pledge in accordance with the provisions contained in Article 7 hereunder.

7. Exercise of Right of Pledge

7.1 Before repaying in full the consulting and services fees under the Service Agreement, the Pledgor shall not transfer the Equity Interests pledged without the prior written consent of the Pledgee (which the Pledgee shall be entitled to withhold entirely at its discretion).

4

7.2 The Pledgee shall send a Notice of Breach to the Pledgor when the Pledgee exercises its Right of Pledge.

7.3 The Pledgee can exercise its Right of Pledge when it sends a Notice of Breach or at any time after sending such Notice in accordance with the provisions contained in Article 6.3.

7.4 The Pledgee has priority in receiving repayment from funds obtained through conversion, auction or sale of part or all of the Equity Interests under this Agreement pursuant to legal procedures, until the consulting and services fees remaining unpaid under the Service Agreement and all other payments due have been paid off.

7.5 When the Pledgee exercises its Right of Pledge under this Agreement, the Pledgor shall not obstruct such exercise in any way and shall instead render any necessary assistance timeously so that the Pledgee can realize its Right of Pledge.

8. Transfer

8.1 Unless previously consented to in writing by the Pledgee, the Pledgor shall have no right to donate, transfer or assign his rights and obligations under this Agreement.

8.2 This Agreement shall be binding upon the Pledgor, the Pledgor’s successors and transferees of the Equity Interests pledged with the consent of the Pledgee, and shall remain a valid obligation on the Pledgee and any of its successors and transferees.

8.3 The Pledgee can transfer, at any time, any and all rights and obligations under the Service Agreement to any person designated by the Pledgee. Under such circumstances, the transferee shall have the same rights and obligations of the Pledgee under this Agreement as if it were a Party hereto. The Pledgor shall sign any relevant agreements and/or documents effecting such transfer upon the request of the Pledgee when the Pledgee transfers the aforesaid rights and obligations.

8.4 If the identity of the Pledgee or Pledgor changes due to the aforesaid transfer of the rights and obligations herein, the new parties involved in the pledge shall sign a new pledge agreement.

9. Termination

9.1 When the consulting and services fees under the Service Agreement are fully repaid, the Company has performed all other obligations under the Service Agreement and the Service Agreement has been terminated, this Agreement shall be terminated.

10. Expenses

10.1 Any and all expenses relating to this Agreement, to the extent reasonable, including but not limited to the legal fees, production costs, stamp duties and any other taxes and expenses, shall be borne by the Pledgor. Should the Pledgee pay any such expenses or taxes, the Pledgor shall fully reimburse the Pledgee for the aforesaid expenses or taxes paid by the Pledgee.

10.2 The Pledgee may take any measure to claim from the Pledgor any such expenses or taxes arising under this Agreement or such other expenses or taxes that the Pledgor agreed to pay but has not yet paid. Any and all expenses (including but not limited to taxes and expenditures, handling charges, overhead expenses, legal costs, attorney’s fees and insurance premiums) arising out of the aforesaid claims shall be borne by the Pledgor.

5

11. Force Majeure

11.1 “Force majeure” means any unforeseeable circumstance which is beyond the control of a Party, or any unavoidable event, even if foreseeable, as a result of which such Party is unable to perform its obligations, in whole or in part, under this Agreement. Such circumstances include, but are not limited to, any strike, factory closure, explosion, maritime peril, natural disaster, act by a public enemy, fire, flood, accident, war, riot, insurgence or any other similar event.

11.2 Should the affected Party be prevented from performing its obligations hereunder due to any force majeure event, the aforesaid obligations shall be suspended during the continuation of such force majeure event, and the time for performing such obligations shall be extended automatically until the force majeure event ends. The affected Party shall not be liable for its non-performance during the force majeure event.

11.3 Any Party encountering a force majeure event shall forthwith notify the other Parties in writing and supply proper evidence of the inception of the force majeure event and its continuing period. Such Party shall make every reasonable endeavor to mitigate the damages of such event of force majeure.

11.4 If a force majeure event occurs, the Parties shall forthwith negotiate a fair solution, and shall make any and all reasonable efforts to minimize the effects of any event of force majeure.

11.5 If the force majeure event lasts over ninety (90) days and the Parties do not reach any agreement on a just solution, any of the Parties shall be entitled to terminate this Agreement. In case of termination of this Agreement pursuant to the aforesaid provision, none of the Parties shall have any rights or obligations subsequent thereto, but the rights and obligations of each Party arising hereunder before such termination shall not be affected.

12. Dispute Resolution

12.1 The PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of this Agreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or the Macau Special Administration Region.

12.2 Any dispute arising from or related to this Agreement shall be settled first through friendly negotiations. If such dispute cannot be settled within thirty (30) days after the start of negotiations, it shall be submitted to the South China International Economic and Trade Arbitration Commission for arbitration and be arbitrated in Shenzhen, China in accordance with its arbitration rules when such arbitration application was submitted. The arbitral award shall be final and binding upon all Parties. Unless otherwise decided by the arbitration commission, arbitration fees and other expenses in relation to such arbitration shall be borne by the losing Party.

6

13. Notice

13.1 Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addresses of the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes its address, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to have been effectively given shall be determined as follows:

(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;

(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on which they were mailed (as indicated by the postmark);

(C) Notices sent by a courier recognized by the Parties shall be deemed effectively given on the third (3rd) day after they were sent to such courier service agency; and

(D) Notices sent by facsimile transmission shall be deemed effectively given on the first business day following the date of transmission, as indicated on the document.

Pledgee: Beijing Jiucheng Information Consulting Company

Address: Room 401-2, Building No.1, Section 1, No.188 the South 4th Ring West Road, Fengtai District, Beijing, China

Email: lqlstxz@163.com

Tel: +86 18811139608

Pledgor: Jiuyuan Investment Company

Address: 1F-3F, No. 52 Building, South Road of East 4th Ring Road, Chaoyang District, Beijing, China

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

7

Pledgor: Meng Xiangbin

Address: No.120, Building No.5, No. 66 Tongtai Road, Jinshui District, Zhengzhou, Henan Province, China

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

14. Schedule

14.1 The schedule contained herein constitute an integral part of this Agreement.

15. Effectiveness

15.1 This Agreement and any amendment, supplement or modification hereto shall be made in writing and come into force upon execution and seal of the Parties.

15.2 This Agreement is made in English with 4 original copies.

Pledgee:

Beijing Jiucheng Information Consulting Company

Legal Representative: Xiangbin Meng

Company Seal: (Seal) Beijing Jiucheng Information Consulting Company

Date: 08/01/2017

Pledgors:

Meng Xiangbin (Signature): Xiangbin Meng

Date: 08/01/2017

Jiuyuan Investment Company

Legal Representative: Xiangbin Meng

Company Seal: Jiuyuan Investment Company

Date: 08/01/2017

8

Schedule:

1. Register of Shareholders of the Company

9

EX-10.3

Exhibit 10.3

SHAREHOLDERS’ PROXY AGREEMENT

This Agreement is made and entered into by the Parties below on August 1, 2017 in Beijing, People’s Republic of China (“China”).

1.Beijing Jiucheng Information Consulting Company (the “Subsidiary Company”);

2.Beijing Jiucheng Asset Management Company (the “VIE Company”); and

3. Shareholder: Jiuyuan Investment Company

   Shareholder: Meng Xiangbin (collectively referred to as the “Shareholders”).

The above Subsidiary Company, the VIE Company and the Shareholders are hereinafter collectively referred to as the “Parties.”

WHEREAS

1. The Shareholders are the current shareholders of the VIE Company, holding all the issued and outstanding equity interests in the VIE Company.

2.The Subsidiary Company is a wholly owned foreign enterprise, which is duly incorporation in Beijing, China.

2. The Shareholders intends to appoint the Subsidiary Company to act as its proxy to exercise its voting rights in the VIE Company, and the Subsidiary Company intends to accept such appointment.

The Parties through friendly negotiations hereby agree as follows:

Article 1. Proxy

1.1 The Shareholders hereby irrevocably appoints the Subsidiary Company, to act as the sole proxy for the Shareholders to exercise the rights described below (the “Proxy Rights”) which the Shareholders are entitled to exercise as shareholder of the VIE Company under the Articles of Association of the VIE Company:

(1) to represent the Shareholders to attend meetings of shareholder (“Shareholder Meetings”) of the VIE Company;

(2) to represent the Shareholders to vote on all matters to be discussed and resolved by the Shareholders such vote to be cast entirely at the discretion of the Subsidiary Company;

(3) to propose and to convene interim shareholder meetings;

(4) to exercise other shareholder’s voting rights under the Articles of Association of the VIE Company (including any other shareholder’ voting rights provided in the amendments to such Articles of Association, if any).

1.2 The Shareholders shall recognize any legal consequence arising out of exercising the foregoing Proxy Rights by the Subsidiary Company and shall bear corresponding responsibilities therefore.

1

1.3 The Shareholders hereby confirms that the Subsidiary Company can exercise the aforesaid Proxy Rights without seeking the opinion of the Shareholder. The Subsidiary Company shall notify the Shareholder in a timely manner of any resolution, or any proposal to hold interim shareholder Meetings, after such resolution or proposal is made.

Article 2. Rights to Know

2.1 In order to exercise the Proxy Rights hereunder, the Subsidiary Company is entitled to inspect all relevant information concerning the operations, businesses, customers, finances, employees and the like of the VIE Company, and refer to any relevant material and document of the VIE Company and the VIE Company shall render its full cooperation.

Article 3. Exercise of the Proxy Rights

3.1 The Shareholders shall recognize that the Subsidiary Company may re-appoint, when necessary, another person or other persons, to act as proxy for the Subsidiary Company to exercise any or all of its Proxy Rights within the scope of Article 1 and the Shareholders agrees to bear all corresponding legal responsibilities.

3.2 The Shareholders shall render full assistance to the Subsidiary Company in exercising its Proxy Rights, including the timely signing of resolutions of the shareholder meetings or other relevant legal documents of the VIE Company when necessary (e.g. upon the request of government departments to submit documents for examination and approval, registration and reference).

3.3 If, at any time during the term of this Agreement and for any reason, the Proxy Rights hereunder cannot be granted or exercised (except for breach of this Agreement by the Shareholders or the VIE Company), the Parties shall forthwith seek a substitute similar to this Agreement, and sign, when necessary, a supplemental agreement to amend or modify the terms and conditions herein in order to ensure the continuing performance of this Agreement.

Article 4. Exemption and Compensation

4.1 The Parties hereby confirm that the Subsidiary Company shall not be required to bear any responsibility for, or make any compensation, financially or otherwise, to the Shareholders or to other Parties or any third party, with respect to the exercise of the Proxy Rights under this Agreement.

4.2 The Shareholders and the VIE Company hereby agree to indemnify the Subsidiary Company for, and hold it harmless against, all losses suffered or likely to be suffered from exercising the Proxy Rights, including but not limited to any loss resulting from any litigation, collection, arbitration, claim or administrative investigation or punishment by governmental agency brought by any third party. However, losses due to intentional or serious misconduct of the Subsidiary Company which are not caused by the Shareholder shall not be compensated.

2

Article 5. Representations and Warranties

5.1 The Shareholders hereby represents and warrants as follows:

5.1.1 Shareholders have full capacity for civil conduct, and have full and independent legal status and capacity to sign, deliver and perform this Agreement. They can become a party as the subject of litigation independently.

5.1.2 Shareholders have full power to sign and deliver this Agreement and all other documents related to the transactions described herein and to be signed by such Party and have full power to complete the transactions described in this Agreement. This Agreement shall be binding upon, and may be enforced against, such Party in accordance with the terms and conditions hereunder.

5.1.3 Shareholders are the only two legal shareholders of the VIE Company at the time this Agreement comes into force. Other than the rights defined under this Agreement, no third-party rights exist in the Proxy Rights. Under this Agreement, the Subsidiary Company may fully and completely exercise such Proxy Rights in accordance with the Articles of Association of the VIE Company then in effect.

5.2 Subsidiary Company and the VIE Company hereby respectively represent and warrant as follows:

5.2.1 Each Party is a company with limited liability duly organized and validly existing under the laws where it is registered, with the qualification of independent legal person and fully independent legal status, and is legally competent to execute, deliver and undertake this Agreement. It can become a party as the subject of litigation independently.

5.2.2 Each Party has full power and authorization to sign and deliver this Agreement and all other documents related to the transactions described herein and to be signed by such Party; and each Party has full power and authorization to complete the transactions described in this Agreement.

5.3 The VIE Company hereby declares and warrants as follows:

5.3.1 Under this Agreement, the Subsidiary Company shall have the right and authority fully and completely to exercise its Proxy Rights in accordance with the Articles of Association of the VIE Company then in effect.

Article 6. Term of this Agreement

6.1 This Agreement shall come into force upon due execution by the Parties hereof. Unless it is unanimously agreed by the Parties to terminate in advance, the term of this Agreement shall be extended indefinitely, provided that the Shareholders remain shareholders of the VIE Company.

6.2 If the Shareholders transfer all their equity interest in the VIE Company with the prior written consent of the Subsidiary Company, such Party shall no longer be a Party herein, but the obligations and undertakings of the other Parties herein shall not be affected.

3

Article 7. Notice

7.1 Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addresses of the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes its address, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices deemed to have been effectively given shall be determined as follows:

(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;

(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on which they were mailed (as indicated by the postmark);

(C) Notices sent by a courier recognized by the Parties shall be deemed effectively given on the third (3rd) day after they were sent to such courier service agency; and

(D) Notices sent by facsimile transmission shall be deemed effectively given on the first business day following the date of transmission, as indicated on the document.

Subsidiary Company: Beijing Jiucheng Information Consulting Company

Address: Room 401-2, Building No.1, Section 1, No.188 the South 4th Ring West Road, Fengtai District, Beijing, China.

Email: lqlstxz@163.com

Tel: +86 18811139608

VIE Company: Beijing Jiucheng Asset Management Company

Address: Room 1001, Unit 1, 9 F, No.2 Block, No.82 East 4th Ring Road, Chaoyang District,Beijing, China

Email:mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

4

Shareholder: Jiuyuan Investment Company

Address: 1F-3F, No. 52 Building, South Road of East 4th Ring Road, Chaoyang District, Beijing, China

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

Shareholder: Meng Xiangbin

Address: No.120, Building No.5, No. 66 Tongtai Road, Jinshui District, Zhengzhou, Henan Province, China.

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

Article 8. Breach and Liabilities

8.1 The Parties hereby agree and confirm that if one Party (“Breaching Party”) materially breaches any of the agreed terms and conditions under this Agreement, or materially fails to perform any of its obligations herein, such Breaching Party shall be deemed to have breached this Agreement (“Breach”), any of the other non-breaching Parties (“Non-Breaching Parties”) is entitled to request the Breaching Party to redress or take remedial measures within a reasonable time period. If the Breaching Party, within a reasonable time period no later than thirty (30) days after receiving the written notice from any Non-Breaching Party requesting redress, fails to redress or take remedial measures, then (1) the Subsidiary Company shall be entitled to terminate this Agreement and claim damages from the Breaching Party should the Shareholders or the VIE Company breach this Agreement; (2) the Non-Breaching Parties shall be entitled to claim damages but not be entitled to terminate or abrogate this Agreement or trust herein should the Subsidiary Company breach this Agreement.

8.2 Notwithstanding the other provisions herein, the validity of this Article shall not be affected by the suspension or termination of this Agreement.

Article 9. Miscellaneous

9.1 This Agreement is made in English with 4 original copies in total, each Party to hold one.

9.2 The Laws of China shall govern the conclusion, effectiveness, performance, amendment, interpretation and termination of this Agreement.

9.3 Any dispute arising hereof or other relevant disputes shall be settled through negotiations. If such dispute cannot be settled within thirty(30) days after the negotiations start, it shall be submitted to the South China International Economic and Trade Arbitration Commission and arbitrated in Beijing in accordance with the arbitration rules of such arbitration commission. The arbitration award shall be accepted as final and binding upon the Parties.

5

9.4 Any rights, power or remedy of the Parties under any term and conditions herein shall not deprive such Parties of any other rights, power or remedy under the laws and this Agreement. A Party’s exercise of its rights, power and remedy shall not affect the exercise of its other rights, powers and remedies.

9.5 One Party’s failure to exercise or delay in exercising any of its rights, powers or remedies (“Rights of Such Party”) under this Agreement or laws shall not lead to the waiver of the Rights of Such Party. Any individual or partial waiver of the Rights of Such Party shall not deprive such Party’s rights in exercising in other ways of the Rights of Such Party or exercise other rights of such Party.

9.6 The title of each article is for reference and shall under no circumstance be used for, or affects, the interpretation of the terms and conditions hereunder.

9.7 Any of the terms and conditions hereunder can be severed and independent from the others. If one or more of such terms and conditions shall be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining terms and conditions hereunder shall not be in any way affected or impaired.

9.8 Any amendment and supplement to this Agreement shall be made in writing, and come into force upon proper signature by the Parties.

9.9 Without the prior written consent of the other Parties, any Party shall not transfer any of its rights and/or obligations hereunder to any third party.

9.10 This Agreement shall be binding upon each Party’s legal successors, transferees or assigns permitted by the other Parties as if they were a contracting party to this Agreement.

6

Beijing Jiucheng Information Consulting Company

Signed by /s/Xiangbin Meng

Name of Authorized Representative: Xiangbin Meng

Seal: (Seal) Beijing Jiucheng Information Consulting Company

Beijing Jiucheng Asset Management Company

Signed by /s/Xiangbin Meng

Authorized Representative: Xiangbin Meng

Seal: (Seal) Beijing Jiucheng Asset Management Company

Jiuyuan Investment Company

Signed by /s/Xiangbin Meng

Authorized Representative: Xiangbin Meng

Seal: (Seal)Jiuyuan Investment Company

Meng Xiangbin: /s/Xiangbin Meng

7

EX-10.4

Exhibit 10.4

EXCLUSIVE CALL OPTION AGREEMENT

This Exclusive Call Option Agreement (this “Agreement”) is made and entered into by the Parties below on August 1, 2017.

(1) Party A:Rui Xiang Technology Group Limited, a company with limited liability duly incorporated and validly existing under the laws of Hong Kong Special Administrative Region;

(2) Party B: Jiuyuan Investment Company; a company with limited liability duly incorporated and validly existing under the laws of the People’s Republic of China (“China” or “PRC”);

Meng Xiangbin; ID No.: ;

(3)Party C:Jiucheng Asset Management Company, a company with limited liability duly registered and validly existing under the laws of China; and

(4) Party D:Beijing Jiucheng Information Consulting Company, a company with limited liability duly registered and validly existing under the laws of China and a wholly owned subsidiary of Party A .

In this Agreement, Party A, Party B, Party C and Party D are each referred to as a “Party“and collectively, the ”Parties”.

WHEREAS:

1. Party A holds 100% equity interests in Party D;

2. Jiuyuan Investment Company and Meng Xiangbin are shareholders of Party C, holding 70% and 30% equity interests in Party C respectively (Jiuyuan Investment Company and Meng Xiangbin hereinafter collectively referred to as Party B);

3. Party D and Party C entered into an exclusive technical consultancy and services agreement (the “Exclusive Technical Consultancy and Services Agreement”) on August 1, 2017; and

4. Party B and Party D entered into an equity pledge agreement (the “Equity Pledge Agreement”) on August 1, 2017.

NOW, THEREFORE, the Parties through negotiations hereby agree as follows:

1. Transfer of Equity Interest

1.1 Granting of Rights

Party B hereby irrevocably grants Party A or one or more persons designated by Party A (each, a “Designated Person”) an irrevocable and exclusive right to purchase (the “Call Option”) from Party B the whole or a part of the equity interest in Party C held by Party B (the “Target Equity”) exercisable by Party A at its own option and at the price set forth in Article 1.3 herein pursuant to any applicable PRC laws. Unless the prior written consent of Party A and its Designated Person has been obtained, Party B shall not sell, transfer or dispose of the Target Equity in any way to any other person. Party C hereby agrees to Party B’s granting to Party A the Call Option.

1

The reference to “person” in this Section and this Agreement are to a natural person, legal person or non-legal person entity.

1.2 Exercise Procedure

Party A shall exercise its Call Option in accordance with the relevant PRC laws and regulations. When exercising its aforesaid Call Option, Party A shall send to Party B a written notice (a “Notice of Equity Purchase”) and such Notice shall contain the following matters: (a) the decision of Party A to exercise the Call Option; (b) the number of shares to be purchased by Party A; and (c) purchase date and transfer date of the equity interests. For the avoidance of doubt a Notice of Equity Purchase may be served on more than one occasion for such part of the Target Equity held by Party B, as Party A may elect in its entire discretion.

1.3 Equity Price

The price for the Target Equity will be agreed in good faith between the parties as soon as reasonably practicable following service of a Notice of Equity Purchase and in any event the price shall be the lowest price permitted by PRC law. In the event that a formal valuation is required and/or authorization or consents are required from the appropriate authorities in PRC, the parties undertake to use all reasonable endeavors to obtain such valuation, authorization and consents as may be required as soon as reasonably practicable.

1.4 Transfer of Target Equity

Whenever Party A is to exercise its Call Option:

(a) Party B shall instruct Party C to hold a shareholders meeting in time, and a resolution shall be passed during such meeting that approves Party B’s transfer of its equity interests in Party C to Party A and/or its Designated Person.

(b) Party B shall sign an equity interest transfer agreement with Party A (or its Designated Person, as applicable) in accordance with this Agreement and the Notice of Equity Purchase.

(c) The relevant Parties shall sign all other necessary contracts, agreements or documents, obtain all necessary governmental approval and consent, take all necessary actions to transfer, without attaching any Security Interests, the ownership of the Target Equity to Party A and/or the Designated Person; and cause Party A and/or the Designated Person to become the registered owner of the aforesaid Target Equity. For the purposes of this Section and this Agreement, “Security Interests” include liens, warrants, mortgages, pledges, rights and interests of a third party, any right to purchase, right to procure, right of priority, right to setoff, withholding of ownership, or other security arrangement; provided, however, that the “Security Interests” exclude any lien or security interests granted to Party A under this Agreement and to Party D under the Equity Pledge Agreement.

2

(d) Before Party A and/or the Designated Person exercise the Call Option, Party B may, with the prior written consent of Party A and/or the Designated Person (which consent may be withheld entirely at the discretion of Party A and/or the Designated Person), transfer to a third party other than Party A and/or the Designated Person the Target Equity, and such third party shall succeed to all obligations, undertakings, representations and warranties of Party B under this Agreement as if is had been a Party hereof.

2. Undertakings in Relation to Equity Interest

2.1 Party C’s Undertakings

Party C hereby irrevocably undertakes:

(a) Without the prior written consent of Party A or Party D (which consent may be withheld entirely at the discretion of Party A or Party D), Party C shall not supplement, amend or otherwise modify any document in any way that relates to the constitution of Party C, increase or reduce its registered capital, or changes the structure of its registered capital in any other way;

(b) Party C shall maintain its corporate existence, operate and deal with its business diligently and effectively in accordance with good financial and commercial standards and practices;

(c) Without the prior written consent of Party A or Party D (which consent may be withheld entirely at the discretion of Party A or Party D), Party C shall not, in any way at any time after the execution of this Agreement, sell, transfer, mortgage, charge or otherwise encumber or dispose of any of its legal rights and interests in relation to its assets, business or income, or allow the existence of any other Security Interests thereon;

(d) Without the prior written consent of Party A or Party D (which consent may be withheld entirely at the discretion of Party A or Party D), no debts may be incurred by, or be succeeded to or warranted or allowed to exist in, Party C, except the following debts: (i) debts incurred in the normal or ordinary course of its business operations, and (ii) debts incurred with prior consent in writing by Party A;

(e) Party C shall continue to operate all of its business in the ordinary course in order to maintain the value of its assets, and shall not perform any act or fail to perform an act that may materially affect its operations and the value of its assets;

(f) Without the prior written consent of Party A or Party D (which consent may be withheld entirely at the discretion of Party A or Party D), Party C may not sign any material contract, the value of which is over RMB 500 million, except for any contract in its normal course of business;

3

(g) Without the prior written consent of Party A or Party D (which consent may be withheld entirely at the discretion of Party A or Party D), Party C may not provide any loan or security/warranty for any other party;

(h) Upon Party A’s request, Party C shall provide all materials in relation to its operations and financial condition to Party A;

(i) Party C shall, with Party A’s consent, purchase and maintain insurance, the amount and specific coverage of which shall be the same as those taken out by companies in similar businesses with similar properties or assets in the same area;

(j) Without the prior written consent of Party A or Party D (which consent may be withheld entirely at the discretion of Party A or Party D), Party C may not consolidate or merge with any party, acquire any party, or invest in any party;

(k) It shall forthwith notify Party A of any litigation, arbitration or administrative proceedings that have occurred or are reasonably likely to occur in relation to the assets, business and income of Party C;

(l) In order to maintain Party C’s ownership of all of its assets, Party C shall sign and deliver all necessary or proper documents, take all necessary or proper actions, lodge all necessary or proper complaints or raise all necessary or proper defenses against all claims;

(m) Without the prior written consent of Party A (which consent may be withheld entirely at the discretion of Party A or Party D), Party C may not declare or pay dividends to the shareholders of Party C, provided however that, upon Party A’s written request, Party C shall forthwith distribute all of its distributable profits to its respective shareholders; and

(n) Upon Party A’s request, Party C shall appoint the person or persons designated by Party D to take up any directorship at Party C.

2.2 Party B’s Undertakings

Party B hereby undertakes:

(a) Without the prior written consent of Party A or Party D (which consent may be withheld entirely at the discretion of Party A or Party D), Party B shall not in any way at any time after the signing of this Agreement sell, transfer, mortgage, charge or otherwise encumber or dispose of any of its legal rights and interests in relation to the equity interests in Party C held by Party B, or allow the existence of any other Security Interests therein, except for the pledge of the equity interests in Party C held by Party B under the Equity Pledge Agreement;

4

(b) It shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A or Party D (which consent may be withheld entirely at the discretion of Party A or Party D), any action to sell, transfer, mortgage or dispose of any of its legal rights and interests in relation to any equity interests in Party C, or allow the existence of any other Security Interests therein, except for the pledge of such equity interests in Party C held by Party B under the Equity Pledge Agreement;

(c) It shall cause the shareholders meetings of Party C not to approve, without the prior written consent of Party A or Party D (which consent may be withheld entirely at the discretion of Party A or Party D), that Party C is to consolidate or merge with any party, acquire any party, or invest in any party;

(d) It shall forthwith notify Party A of any litigation, arbitration or administrative proceedings that occur or are reasonably likely to occur in relation to the equity interests in Party C held by Party B;

(e) It shall cause the shareholders meetings of Party C to vote for the transfer of the Target Equity under this Agreement;

(f) In order to maintain the ownership of all of the equity interests held by Party B in Party C before transferring such equity interests to Party A, Party B shall sign and deliver all necessary or proper documents, take all necessary or proper actions, and raise all necessary or proper claims or all necessary or proper defenses against all claims;

(g) Upon Party A’s request, Party C shall appoint the person or persons designated by Party D to take up any directorship at Party C;

(h) Upon Party A’s request, Party B shall unconditionally transfer its equity interests in Party C forthwith to Party A and/or the representative designated by Party A and, without any compensation, to disclaim and give up any preemptive or priority right to purchase Party C’s equity or other interests; and

(i) Party B shall strictly comply with provisions in this Agreement and other contracts contemplated hereunder, perform its obligations hereunder and thereunder, and not perform any act or fail to perform an act that may materially affect the validity and enforceability of this Agreement.

3. Representations and Warranties

Party B and Party C hereby, on the signing date of this Agreement and each date of transfer of the Target Equity, jointly and severally represent and warrant to Party A as follows:

(a) Each Party is legally competent and has the right to sign and deliver this Agreement, to sign pursuant to this Agreement any equity transfer agreement (collectively referred to as “Transfer Agreement”) to transfer the Target Equity, and to perform its obligations hereunder and under any Transfer Agreement. This Agreement and any Transfer Agreement, upon signature, shall be legal, valid and binding upon each Party and may be enforced against each Party in accordance with their terms and conditions;

5

(b) The execution and delivery of this Agreement or any Transfer Agreement or the performance by each Party of its obligations hereunder or under any Transfer Agreement shall not (i) lead to a violation of any relevant PRC laws, (ii) be in conflict with or contradiction to the articles of association or any other constitutional documents of Party B and Party C, (iii) lead to a violation or breach of any contract or document of which Party B or Party C is a party or by which it is bound, (iv) lead to a violation of any conditions for any license, approval or their validity or (v) lead to the suspension or cancellation of any license or approval, or imposition of additional conditions for such license or approval;

(c) Party B owns all of the equity interests in Party C, and unless permitted in the Equity Pledge Agreement, there are no Security Interests over the Target Equity;

(d) Party C does not have any other unpaid debts, except for (i) debts incurred in its normal business operations and (ii) debts incurred with Party A’s prior consent in writing; and

(e) No litigation, arbitration or administrative proceedings in relation to the equity interests in Party C or Party C’s assets are currently on-going, pending, or likely to occur.

4. Effective Date and Term

This Agreement shall come into force upon signature by the Parties and shall remain valid for ten (10) years. It may be extended for an additional ten (10) years at Party A’s option.

5. Governing Law and Dispute Resolution

5.1 Governing Law

The PRC law shall govern the execution, validity, interpretation, amendment, termination and resolution of disputes arising out of this Agreement. The PRC law referred to herein does not include the laws of Taiwan, the Hong Kong Special Administration Region or the Macau Special Administration Region.

5.2 Dispute Resolution

Any dispute arising out of this Agreement or other related disputes shall be settled first through friendly negotiations. If such dispute cannot be so settled within thirty (30) days after one Party sends a written notice to another Party, it may be submitted by either Party to the South China International Economic and Trade Arbitration Commission and be arbitrated in Beijing, China in accordance with its arbitration rules. The arbitration award shall be accepted as final and binding upon all Parties.

6. Taxation and Expenses

Each Party shall bear any and all taxation, cost and expenses that occur to such Party for the transfer and registration for the Target Equity and for the preparation and execution of this Agreement and any Transfer Agreement and the performance and completion of the transactions contemplated under this Agreement and any Transfer Agreement.

6

7. Notice

Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addresses of the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes its address, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices are deemed to have been effectively given shall be determined as follows:

(A) Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;

(B) Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on which they were mailed (as indicated by the postmark);

(C) Notices sent by a courier recognized by the Parties shall be deemed effectively given on the third (3rd) day after they were sent to such courier service agency; and

(D) Notices sent by facsimile transmission shall be deemed effectively given on the first business day following the date of transmission, as indicated on the document.

Party A: Rui Xiang Technology Group Limited

Address: RM 19C LOCKHART CTR 301-307 LOCKHART RD WAN CHAI HK

Email: lqlstxz@163.com

Tel: 18811139608

Party B: Jiuyuan Investment Company

Address: 1F-3F, No. 52 Building, South Road of East 4th Ring Road, Chaoyang District, Beijing, China

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

Party B: Meng Xiangbin

Address: No.120, Building No.5, No. 66 Tongtai Road, Jinshui District, Zhengzhou, Henan Province, China

7

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

Party C: Beijing Jiucheng Asset Management Company

Address: Room 1001, Unit 1, 9 F, No.2 Block, No.82 East 4th Ring Road, Chaoyang District,Beijing ,China.

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

Party D: Beijing Jiucheng Information Consulting Company

Address: Room 401-2, Building No.1, Section 1, No.188 the South 4th Ring West Road, Fengtai District, Beijing, China

Email: lqlstxz@163.com

Tel: 18811139608

8. Confidentiality

The Parties hereby acknowledge and confirm that any oral or written materials exchanged between the Parties in relation to this Agreement are confidential materials. Each Party hereby agrees that it shall keep confidential any other Party’s confidential materials. Without the prior written consent of such other Party, such Party shall not disclose to any third party such confidential materials, unless in the following cases: (a) such materials are known or to become known by public (not disclosed to public by such Party through its own fault); (b) applicable laws or regulations of any stock exchange require disclosure of such materials; or (c) such materials are disclosed, in relation to the transactions contemplated in this Agreement, to such Party’s legal, financial and other consultants who are subject to similar confidentiality provisions. Any disclosure of such confidential materials by any working staff or institution of any Party shall be deemed as disclosure of confidential materials by such Party, and such Party shall bear responsibility therefor. This section shall remain valid whether or not this Agreement has terminated due to any reason.

9. Further Warranties

The Parties hereby agree to sign, as soon as possible, all reasonable and necessary documents or documents conducive to the Parties for the purposes of performing this Agreement, and further take all reasonable and necessary actions or actions conducive to the Parties for the purposes of performing this Agreement.

8

10. Miscellaneous Terms

10.1 Modification, Amendment and Supplement

Any modification, amendment and supplement to this Agreement shall be made upon written consent by the Parties.

10.2 Observance of Laws and Regulations

The Parties shall observe all PRC laws and regulations and confirm that each Party’s operations fully comply with such laws and regulations.

10.3 Complete Agreement

Except for the written modification, amendment and supplement to this Agreement after its signing, this Agreement and Schedule I shall constitute the complete Agreement made by the Parties in relation to the aforesaid matters.

10.4 Title

The titles in this Agreement are for convenience only and shall not be used for interpretation, description or other purposes that may affect the meanings of provisions herein.

10.5 Language

This Agreement is made in English in 5 originals.

10.6 Severability

If any of the terms or conditions hereunder or any portion thereof shall be invalid, illegal, or unenforceable under any applicable PRC laws, the validity, legality and enforceability of the remaining provisions hereunder shall not be in any way affected or impaired. The Parties shall negotiate in good faith to reach an agreement on a provision to replace the invalid. The economic effect resulting from such valid provisions shall be equal to that from the invalid, illegal or unenforceable provisions.

10.7 Successor

This Agreement is binding upon each Party’s successors and transferees of equity interest, as if they were the contracting Parties hereof.

10.8 Continuous Validity

Any obligations due or becoming due before the expiry of this Agreement shall continue to be valid after the expiry.

10.9 Non-waiver

The failure of any Party to exercise its rights to investigate the breach of any other Party in any specific case shall not be deemed a waiver of such rights in any other cases alike or not.

9

Party A: Rui Xiang Technology Group Limited

Legal Representative: Xiangbin Meng

Company Seal: (Seal) Rui Xiang Technology Group Limited

Date: 08/01/2017

Party B: Jiuyuan Investment Company

Legal Representative: Xiangbin Meng

Company Seal: (Seal) Jiuyuan Investment Company

Date: 08/01/2017

Party B: Meng Xiangbin

Party C:Beijing Jiucheng Asset Management Company

Legal Representative: Xiangbin Meng

Company Seal: (Seal) Beijing Jiucheng Asset Management Company

Date: 08/01/2017

Party D: Beijing Jiucheng Information Consulting Company

Legal Representative: Xiangbin Meng

Company Seal: (Seal) Beijing Jiucheng Information Consulting Company

Date: 08/01/2017

EX-10.5

Exhibit 10.5

OPERATING AGREEMENT

This Agreement is made and entered into by the Parties below on August 1, 2017 in Beijing, People’s Republic of China (“China”).

Party A: Beijing Jiucheng Information Consulting Company;

Party B: Beijing Jiucheng Asset Management Company;

Party C: Jiuyuan Investment Company;

                 Meng Xiangbin, PRC ID No.:

WHEREAS:

1.	Party A is a wholly foreign owned enterprise with limited liability duly registered and validly existing under the laws of China;
2.	Party B is a company with limited liability duly registered and validly existing under the laws of China;
3.	Party A and Party B have established a business relationship through an Exclusive Technical Consultancy and Services Agreement;
4.	Pursuant to the Exclusive Technical Consultancy and Services Agreement between Party A and Party B, Party B shall pay Party A certain specified amount of fees, which have not yet been paid by Party B, while Party B’s daily operations have a material effect on its ability to pay such remuneration to Party A;
5.	Jiuyuan Investment Company and Meng Xiangbin (hereinafter collectively referred to as “Party C”) are shareholders of Party B, holding 70% and 30% equity interests in Party B, respectively;
6.	Party A, Party B, and Party C hereby agree to further identify matters in relation to the operation of Party B’s business pursuant to this Agreement.

NOW, THEREFORE, the Parties hereof through friendly negotiation agree as follows:

1. When Party B enters into a business contract or agreement with any third party (“Third Party”) which complies with the relevant terms and conditions hereunder, Party A hereby agrees that it shall sign, with such Third Party upon its request, a written agreement to be the performance guarantor of Party B by furnishing a guaranty for Party B’s performance under such contract or agreement in order to ensure the normal operation of Party B’s business. As counter security, Party B hereby agrees that it shall mortgage and assign absolutely to Party A its accounts receivable and all of its assets.

1

2. In accordance with the provisions of Article 1 and in order to guarantee the performance of all business agreements, including the Exclusive Technical Consultancy and Services Agreement, between Party A and Party B, and the disbursement of all accounts payable by Party B to Party A under the Exclusive Technical Consultancy and Services Agreement, Party B and Party C hereby irrevocably undertakes to and covenants with Party A that Party B, without the prior written consent of Party A or its designee, shall not engage in any transaction that may materially and adversely affect the assets, obligations, rights and operations of Party B, including but not limited to the following:

2.1	borrowing money or undertaking any obligation from any Third Party;
2.2	selling to or acquiring from any Third Party any assets or rights, including but not limited to any intellectual property rights;
2.3	providing security with the title of its assets or intellectual property rights for the benefit of any Third Party; and
2.4	transferring rights and obligations herein to any Third Party.

3. In order to guarantee the performance of all business agreements, including the Exclusive Technical Consultancy and Services Agreement, between Party A and Party B, and the payment of all accounts payable by Party B to Party A under the Exclusive Technical Consultancy and Services Agreement, Party B and Party C, hereby agree to accept company policies and instructions provided by Party A from time to time concerning the employment and termination of working staff, daily operations and management, and financial management systems and other similar policies relating to Party B.

4. Party B and Party C, hereby agree that Party B and Party C shall appoint and, if requested by Party A, remove the persons designated by Party A to be the directors of Party B, and senior management personnel employed by, and as designated by, Party A to be the general manager, chief financial officer and other senior management personnel of Party B. If the directors or senior management personnel designated by Party A as aforesaid cease to be employed or engaged by Party B, regardless of whether they resign or are dismissed by Party A, such persons shall lose the qualification of being in charge of any post of Party B. Under such circumstances, Party B and Party C shall appoint other senior management personnel designated by Party A to assume such posts.

5. Party C hereby agrees that he shall, concurrently with the execution this Agreement, execute a corresponding Shareholders’Proxy Agreement under which Party C shall authorize and entrust Party A or a person designated by Party A to exercise any and all shareholders’ rights of Party C to vote or otherwise exercise rights as the shareholder of Party B pursuant to applicable provisions of laws and Party B’s Articles of Association.

2

6. Party B and Party C, hereby agree and confirm that, apart from the agreed provisions in Article 1 herein, if Party B is in need of any other guaranty for Party B’s performance or security for borrowing to finance its working capital, it shall first seek guaranty or security from Party A. Under such circumstances, Party A is entitled to decide whether to furnish proper guaranty or security for Party B based on Party A’s own judgment. If Party A decides not to furnish such guaranty or security for Party B, it shall notify Party B in writing in time, and thereafter, Party B can seek guaranty or security from any Third Party.

7. In case of the termination or expiry of any agreement between Party A and Party B, Party A is entitled, but not obligated, to terminate all other agreements between Party A and Party B, including but not limited to the Exclusive Technical Consultancy and Services Agreement.

8. Amendments and supplements to this Agreement shall be made in writing. Such amendments and supplements properly signed by the Parties shall constitute an integral part of this Agreement with the same validity.

9. This Agreement shall be governed by and interpreted in accordance with the PRC law, excluding, for purposes of this Agreement, the laws of Taiwan, the Hong Kong Special Administration Region or the Macau Special Administration Region.

10. Dispute Settlement

Any dispute arising from the interpretation of or the performance of the terms and conditions hereunder shall be settled through bona fide negotiations. If such dispute cannot be so settled, it may be submitted by any Party to the South China International Economic and Trade Arbitration Commission and arbitrated in Beijing, China pursuant to the current arbitration rules. The language for arbitration will be Chinese. The arbitration award shall be accepted as final and binding upon the Parties.

11. Notice

Any notice or other communication sent by any Party shall be written in Chinese, and sent by mail or facsimile transmission to the addresses of the other Parties set forth below or to other designated addresses previously notified by any such other Party. If any Party changes its address, it shall notify the other Parties of such change in a timely and effective manner. The dates on which such notices deemed to have been effectively given shall be determined as follows:

11.1 Notices given by personal delivery shall be deemed effectively given on the date of personal delivery;

11.2 Notices sent by registered airmail (postage prepaid) shall be deemed effectively given on the seventh (7th) day after the date on which they were mailed (as indicated by the postmark);

11.3 Notices sent by a courier recognized by the Parties shall be deemed effectively given on the third (3rd) day after they were sent to such courier service agency; and

11.4 Notices sent by facsimile transmission shall be deemed effectively given on the first business day following the date of transmission, as indicated on the document.

3

Party A: Beijing Jiucheng Information Consulting Company

Address: Room 401-2, Building No.1, Section 1, No.188 the South 4th Ring West Road, Fengtai District, Beijing, China

Email: lqlstxz@163.com

Tel: +86 18811139608

Party B: Beijing Jiucheng Asseet Management Company

Address: Room 1001, Unit 1, 9 F, No.2 Block, No.82 East 4th Ring Road, Chaoyang District,Beijing ,China

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

Party C: Jiuyuan Investment Company

Address: 1F-3F, No. 52 Building, South Road of East 4th Ring Road, Chaoyang District, Beijing, China

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

Party C: Meng Xiangbin

Address: No.120, Building No.5, No. 66 Tongtai Road, Jinshui District, Zhengzhou, Henan Province, China

Email: mengxiangbin@jiuyuancorp.com

Tel: +86 18501079999

12. This Agreement shall come into force upon signature by authorized representatives of the Parties hereof on the date contained at the beginning. This Agreement shall remain valid for ten (10) years unless it is terminated in advance pursuant to the terms and conditions hereunder. Party B, Party C hereby agree that the term of this Agreement, upon Party A’s confirmation before termination, can be extended to a date designated in Party A’s written confirmation.

4

13. This Agreement shall be terminated on the expiry date unless validity of the terms and conditions concerned herein is extended. During the term, Party B and Party C shall not terminate this Agreement. Notwithstanding the above, Party A can terminate this Agreement at any time by notifying Party B and Party C in writing thirty (30) days in advance.

14. This Agreement shall be binding upon each Party’s successors and transferees permitted under this Agreement in the same effect as if they were contracting parties to this Agreement.

Party A: Beijing Jiucheng Information Consulting Company

Legal Representative (Signature): /s/ Xiangbin Meng

Company Seal: (Seal) Beijing Jiucheng Information Consulting Company

Date: 08/01/2017

Party B: Beijing Jiucheng Asset Management Company

Legal Representative (Signature): /s/ Xiangbin Meng

Company Seal: (Seal) Beijing Jiucheng Asset Management Company

Date: 08/01/2017

Party C: Jiuyuan Investment Company

Legal Representative (Signature): /s/ Xiangbin Meng

Company Seal: (Seal) Jiuyuan Investment Company

Date: 08/01/2017

Party C: Meng Xiangbin (Signature): /s/ Xiangbin Meng

Date: 08/01/2017

5

EX-21.1

Exhibit 21.1

SPIRIT INTERNATIONAL, INC.

SUBSIDIARIES OF THE REGISTRANT

Name of Subsidiary	Jurisdiction of Incorporation or Organization
I JIU JIU Limited	British Virgin Islands
Ruixiang Technology Group Limited	Hong Kong
Beijing Jiucheng IT Consulting Co. Limited	People’s Republic of China
Beijing Jiucheng Asset Management Co. Limited (through VIE contracts)	People’s Republic of China