F-1/A

As filed with the Securities and Exchange Commission on September 28, 2017

Registration No. 333-216694

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM F-1

Amendment No. 3

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

IMPERIAL GARDEN & RESORT, INC.

(Exact name of Registrant as specified in its charter)

                          Not Applicable                          

(Translation of Registrant’s name into English)

	7999 (amusement and recreation
British Virgin Islands	services)	Not Applicable
State or other jurisdiction of	(Primary Standard Industrial	(I.R.S. Employer
Incorporation or organization	Classification Code Number)	Identification No.)

106 Zhouzi Street, 4^th Floor, 4E

Neihu District, Taipei, Taiwan (Republic of China) 11493

Telephone: 886-2-2658-2927

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Maples Corporate Services (BVI) Limited

Kingston Chambers, PO Box 173

Road Town, Tortola, British Virgin Islands

Tel: 1-284-852-3000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jay Kaplowitz, Esq.
Cheryll Calaguio, Esq.
Huan Lou, Esq.	Joan Wu, Esq.
Sichenzia Ross Ference Kesner LLP	Hunter Taubman Fischer & Li LLC
1185 Avenue of the Americas, 37th Floor	1450 Broadway, 26th Floor
New York, NY 10036	New York, NY 10018
(212) 930-9700 – telephone	(212) 530-2208 – telephone
(212) 930-9725 –  facsimile	(212) 202-6380 – facsimile

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.

Emerging growth company           x

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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 7(a)(2)(B) of the Securities Act.           x

† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

CALCULATION OF REGISTRATION FEE

Title of each class of	Amount		Proposed maximum		Proposed maximum		Amount of
securities to be  registered	to be registered		offering price per unit		aggregate offering price (2)		registration fee (3)
Ordinary shares, par value US $0.01 per share(1)		10,000,000	$	5	$	50,000,000	$	5,795
Ordinary shares owned by selling stockholders(1)		6,387,430		5		31,937,150		3,701.52
Selling Agent’s warrants(4)		—		—		—		—
Ordinary shares, underlying Selling Agent’s warrants(5)					$	3,750,000	$	434.63
Total					$	85,687,150	$	9,931.15

(1) Pursuant to Rule 416 under the Securities Act of 1933, the securities being registered hereunder include such indeterminate number of additional ordinary shares as may be issued after the date hereof as a result of stock splits, stock dividends or similar transactions.

(2) Estimated solely for the purpose of determining the amount of registration fee in accordance with Rule 457(a) under the Securities Act of 1933.

(3) We have paid an aggregate of $10,220.89 of the registration fee, which is more than the estimated registration fee due to the Securities and Exchange Commission. Such discrepancy was caused by the reduced amount of Selling Agent’s warrants.

(4)

In accordance with Rule 457(g) under the Securities Act, because the ordinary shares underlying the Selling Agent’s warrants are registered hereby, no separate registration fee is required with respect to the warrants registered hereby.

(5)

The warrants issued to the Selling Agent are exercisable at a per share exercise price equal to 125% of the public offering price. As estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(g) under the Securities Act, the proposed maximum aggregate offering price of the Selling Agent’s warrants is $3,750,000 (which equals to 125% of $3,000,000 that is the result of 6% of the maximum amount offered by us).

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

The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling shareholders may sell these securities until the registration statement filed with the United States Securities and Exchange Commission is declared effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting any offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated      , 2017

PRELIMINARY PROSPECTUS

Minimum Offering: 3,000,000 Shares of Ordinary Shares

Maximum Offering: 10,000,000 Shares of Ordinary Shares

Selling Shareholders: 6,387,430 Shares of Ordinary Shares

IMPERIAL GARDEN & RESORT, INC.

This is an initial public offering of the ordinary shares of Imperial Garden & Resort, Inc. We are offering a minimum amount of 3,000,000 and a maximum amount of 10,000,000 ordinary shares, par value $0.01, and the selling shareholders named in this prospectus are offering an aggregate of 6,387,430 ordinary shares. Prior to this offering, there has been no public market for our ordinary shares. We expect the initial public offering price will be $5 per share. We will not receive any proceeds from the ordinary shares sold by the selling shareholders.

We have reserved the symbol “MNSI” for purposes of listing the ordinary shares on the Nasdaq Stock Market and applied to list the ordinary shares on that exchange. If the application is approved, trading of the ordinary shares on the Nasdaq Stock Market is expected to begin within five days after the date of the initial issuance of the ordinary shares pursuant to this prospectus. However, the Nasdaq Stock Market is still reviewing our application and there is no assurance that our ordinary shares will be listed on such exchange in a timely manner or at all.

Investing in our ordinary shares involves a high degree of risk, including the risk of losing your entire investment. See “Risk Factors” beginning on page 13 to read about factors you should consider before buying the ordinary shares.

We are an “emerging growth company” as defined under the federal securities laws and will be subject to reduced public company reporting requirements. Please read the disclosures beginning on page 8 of this prospectus for more information.

Offering from Imperial Garden & Resort, Inc.

	Number of Ordinary Shares offered by Us		Initial Public Offering Price per Share		Total Initial Public Offering Price		Underwriting Discounts and Commissions		Proceeds to Our Company Before Expenses
Minimum		3,000,000	$	5	$	15,000,000	$	1,050,000	$	13,950,000
Maximum		10,000,000	$	5	$	50,000,000	$	3,500,000	$	46,500,000

Offering from the Selling Shareholders

Number of Ordinary Shares offered by the Selling Shareholders		Initial Public Offering Price per Share		Total Initial Public Offering Price		Underwriting Discounts and Commissions		Proceeds to the Selling Shareholders Before Expenses
	6,387,430	$	5	$	31,937,150	$	0	$	31,937,150

The Selling Agent is selling the ordinary shares in this offering on a best efforts basis. The Selling Agent is not required to sell any specific number or dollar amount of ordinary shares but will use its best efforts to sell the ordinary shares offered. One of the conditions to our obligation to sell any securities through the Selling Agent is that, upon the closing of the offering, the ordinary shares would qualify for listing on the NASDAQ market. The Selling Agent is not engaged to selling any ordinary shares offered by the selling shareholders.

We do not intend to close this offering unless we sell at least a minimum number of the ordinary shares, at the price per share set forth above, to result in sufficient proceeds to list the ordinary shares on NASDAQ. The offering shall terminate on the earlier of (i) any time after the minimum offering amount of the ordinary shares is raised, or (ii) one hundred and twenty (120) days from the effective date of this prospectus, or the expiration date. If we can successfully raise the minimum offering amount within the offering period, the proceeds from the offering will be released to us after deducting certain escrow fees. The proceeds from the sale of the ordinary shares in this offering will be payable to “[  ]” and will be deposited in a separate (limited to funds received on behalf of us) non-interest bearing trust bank account until the minimum offering amount is raised. We expect that delivery of the ordinary shares will be made to investors through the book-entry facilities of the Depository Trust Company. We are selling the ordinary shares offered hereby on an “all or none” basis up to the minimum offering amount. Therefore if we do not raise the aggregate offering amount of $15,000,000 within one hundred and twenty (120) days at a minimum price of $5 per share, we will not conduct a closing of this offering and will promptly refund investors with all amounts previously deposited by them in escrow, without interest or deduction.

Neither the United States Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The Selling Agent expects to deliver the ordinary shares against payments in U.S. dollars to purchasers on or about____________, 2017.

 

The date of this prospectus is _____, 2017

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Bird’s Eye View of The Royal Country Club Resort & Spa when Phase II is completed

Phase II: The Royal Country Club Resort & Spa, Shopping & Entertainment Village and Clubhouse

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TABLE OF CONTENTS

	Page
Prospectus Summary	2
Risk Factors	13
Special Note Regarding Forward-Looking Statements	34
Use of Proceeds	35
Dividend Policy	37
Capitalization	38
Dilution	39
Exchange Rate Information	41
Enforceability of Civil Liabilities	42
Selected Consolidated Financial and Operating Data	45
Management’s Discussion and Analysis of Financial Condition and Results of Operations	46
Business	55
Regulation	68
Management	69
Principal Shareholders and Selling Shareholders	72
Related Party Transactions	73
Description of Capital Stock	74
Shares Eligible for Future Sales	96
Taxation	98
Plan of Distribution	104
Expenses Related to This Offering	110
Legal Matters	111
Experts	111
Where You Can Find Additional Information	111
Index to the Consolidated Financial Statements	F-1
Information Not Required in Prospectus	II-1
Undertakings	II-3

This prospectus contains estimates and information concerning our industry, including market positions, market sizes, and growth rates of the markets in which we participate, that are based on industry publications and reports. This information involves a number of assumptions and limitations and you are cautioned not to give undue weight to these estimates. We have not independently verified the accuracy or completeness of the data contained in these industry publications and reports. The industry in which we operate is subject to a high degree of uncertainty and risks due to a variety of factors, including those described in the “Risk Factors” section. These and other factors could cause results to differ materially from those expressed in these publications and reports.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, ordinary shares only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the ordinary shares.

Until__________, 2017 (the 25th day after the date of this prospectus), all dealers that buy, sell or trade ordinary shares, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the obligation of dealers to deliver a prospectus when acting as Selling Agents and with respect to their unsold allotments or subscriptions.

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PROSPECTUS CONVENTIONS

Except where the context otherwise requires and for purposes of this prospectus only:

• “ordinary shares” refer to our ordinary shares, par value US$0.01 per share;

• “APR” or “annual percentage rate” refers to the annual rate that is charged to borrowers, including a fixed interest rate and a transaction fee rate, expressed as a single percentage number that represents the actual yearly cost of borrowing over the life of a loan;

• the terms “we,” “us,” “our,” “the Company,” “our Company” or “Imperial Garden” refers to Imperial Garden & Resort, Inc., a British Virgin Islands corporation, and all of the Subsidiaries as defined herein unless the context specifies;

• the “Board” or “Board of Directors” refers to the board of directors of the Company;

• “Subsidiary” or “Subsidiaries,” refer to “HUANG JIA Country CLUB and Recreation Inc.,” “Yao-Teh International Recreation Co., Ltd.” and “Ta-Teh-Fu Co., Ltd.”;

• “China”, “mainland China” and “P.R.C.” refer to the People’s Republic of China, excluding Taiwan, Hong Kong or Macau for purposes of this prospectus;

• “BVI” refers to British Virgin Islands;

• “R.O.C.” or “Taiwan” refers to Taiwan, the Republic of China;

• all references to “NTD” and “New Taiwan Dollars” are to the legal currency of R.O.C.; and

• all references to “U.S. dollars”, “dollars”, and “$” are to the legal currency of the United States.

This prospectus specifies certain NTD amounts and in parenthesis the approximate U.S. dollar amounts at the exchange rate on the date of this prospectus. The conversion rates regarding NTD and U.S. dollars are subject to change and, therefore, we can provide no assurance that U.S. dollar amounts specified in this prospectus will not change.

For clarification, this prospectus follows English naming convention of first name followed by last name, regardless of whether an individual’s name is Chinese or English. For example, the name of our Chairman of the Board of Directors is “Fun-Ming Lo,” even though, in Chinese, his name would be presented as “Lo Fun-Ming.”

We have relied on statistics provided by a variety of publicly-available sources regarding Taiwan’s and China’s expectations of growth, Taiwan’s and China’s interest in the travel and tourism industry, which we have not, directly or indirectly, sponsored or participated in the publication of any of such materials.

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PROSPECTUS SUMMARY 

The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information and financial statements appearing elsewhere in this prospectus. In addition to this summary, we urge you to read the entire prospectus carefully, especially the risks of investing in the ordinary shares discussed under “Risk Factors,” before deciding whether to buy the ordinary shares. This prospectus contains information from a report commissioned by us dated June, 2015, as updated from time to time, by the Cuningham Group (“Cuningham”), an independent architectural design firm. 

Our Mission

We seek to provide premium services to customers in the hospitality and entertainment businesses. Building on our current golf operation, we intend to expand our services to include leisure vacations, business travel, retail and dining segments. Our goal is to operate one of the largest resorts in Taiwan.

Our Business

We were incorporated in the British Virgin Islands on September 23, 2016. We are a development stage company, and we currently manage and operate a golf course known as the Royal Country Club, located in Taiwan on a parcel of land of which Yao-Teh International Recreation Co., Ltd., (“Yao-Teh”) and Ta-Teh-Fu Co., Ltd. (“Ta-Teh-Fu”), two of our Subsidiaries, are the current record owners. Occupying approximately 197.7 acres of land, the Royal Country Club features a renovated18-hole golf course designed by Robert T. Jones, a world-class golf architect, a snack bar providing indigenous Hakka food, various amenities, such as locker and shower rooms, and a retail store that offers golf equipment and accessories. A majority of our current income is derived from the management and operations of the Royal Country Club.

We aim to construct, develop and operate the “Royal Country Club Spa & Resort,” a premier resort, which we intend to complete in two phases, Phase I and Phase II. Phase I will include construction of a premium hotel that will feature a full service hot spring spa and outdoor swimming pools, as well as a courtyard garden and a river view that will house water falls, restaurants and bars. Further, we envision, although we do not guarantee, that during Phase I, we will also complete the construction and development of a natural hot spring spa, which will be connected to the main hotel area by a bridge. We intend, although cannot guarantee, to finish Phase I by the end of 2018 and expect to be fully operational in the third quarter of 2020. We have applied for the necessary licenses to start the planned construction. However, we anticipate that it may take up to eighteen (18) months from February 2016 to obtain such licenses. According to our current business plan, we anticipate to spend approximately $50 million to complete Phase I and approximately $150 million for the completion of Phase II.

During Phase II, we anticipate constructing and developing a second hotel, three upscale restaurants, pools and water slides, a Japanese garden, a multi-purpose center for weddings and conferences and a shopping and entertainment village and other venues or facilities for recreational purposes. The garden will be designed and arranged to recreate a scene reflecting Japan in the 17th century. We believe that this Japanese garden will be the largest garden in the world, occupying approximately 281.7 acres of land.

On September 11, 2015, the Company and InterContinental Hotels Group (Shanghai) Ltd. (“IHG”) entered into a binding letter of intent, pursuant to which during the pre-commencement period, IHG has agreed to provide technical services to us, including a review of the hotel building plan for Phase I and Phase II in accordance with IHG’s Holiday Inn Standards. We have paid the first installment of the pre-commencement management fee and IHG has been providing assistance and guidance on our hotel plans. After the completion of land reclassification, we anticipate entering into a formal management contract with IHG, under which IHG will provide hotel management services in exchange for a set of fees, including incentive management fees, business planning application cost, revenue & channel management for hire service fee, licensing fee and system fund contributions.

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We expect that upon the completion of the two phases described above, we will begin to generate higher revenues.

The mockup of the natural hot spring spa that is planned to be built in Phase I

Upon completion of the first two phases discussed above, we plan to:

3

· Expand clientele for the Royal Country Club Spa & Resort by undergoing a marketing effort for our additional amenities. We intend to focus on marketing to people of different age groups and gender.

· Provide more services and expand sources of income. We intend to increase sources of revenue from (1) hotel rooms, conference centers and wedding venues, (2) charging nature park admission fees, (3) charging admission fees for the floral garden, and (4) providing dining service at the restaurants and bars.

· Form Strategic Partnerships. In addition to the collaboration with IHG, we anticipate developing strategic partnerships on a selective basis. For example, we have had discussions with several established entertainment companies that have extensive experience in our target markets and have indicated interest in jointly developing the resort.

· Leverage Relationships. We are the first to develop and operate a golf resort featuring hot spring spas and natural habitation in Taiwan. We will continue creating unique or special features to attract customers and increase our market share in the hospitality industry. In order to do so, we intend to continue to leverage our development expertise, existing platform and business model and our access to international strategic partners with the end in view of developing a resort that is superior to others located in our geographical area.

· Continue innovation. We intend to leverage our in-house expertise in conjunction with the knowledge and experience of our hotel management partners and consultants to develop innovations in resort entertainment activities and amenities.

4

Japanese architecture and landscape designs intended to be used for Phase I and Phase II

Summary of Financial Operations

We had accumulated deficits of $74,087,309 and $71,036,558 as of December 31, 2016 and 2015, respectively. The net losses attributable to common stockholders of $3,291,429 and $3,763,596 for the years ended December 31, 2016 and 2015, respectively. As of December 31, 2016, we had $970,365 in current assets and $80,649,334 in current liabilities. Accordingly, as of December 31, 2016 our negative working capital position was $79,678,969.

As of the date of this prospectus, we have restructured a significant portion of our current and long-term liabilities through entering into agreements with various creditors which are described below. As a result of such restructuring and provided that we raise the minimum amount of $15,000,000 in this offering, our current assets, as adjusted, would be approximately $14,599,882 and our current liabilities would, as adjusted, be $13,604,434 as of December 31, 2016 which is anticipated to result in a positive working capital position of approximately $995,448.

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As of December 31, 2016, we had line of credit in the amount of $1,803,086, long-term bank loans in the aggregate amount of $9,624,411 (inclusive of interest due but unpaid), and long-term notes payable amounting to $10,365,432 owed to Mr. Chen-Yu Lian. On July 25, 2017, Mr. Lian and Yao-Teh executed a settlement agreement (the “Settlement Agreement”) whereby Mr. Chen-Yu Lian agreed to cancel approximately $21,000,000of interest accrued on the notes payable (the interest portion of which was recorded as part of the accrued expenses and other current liabilities portion of our audited financial statements for the 2016 fiscal year). In addition, pursuant to the Settlement Agreement, the principal amount of the notes payable was reduced to NTD 150,000,000 (approximately $4.6 million) from the original amount of $10,365,432. Mr. Chen-Yu Lian further agreed not to demand the repayment of the principal portion in the near future.

In August 2017, the Taiwan Cooperative Bank agreed to restructure our outstanding loan with them concurrent with listing on the Nasdaq stock market. It is anticipated that the loan owed to Taiwan Cooperative Bank would be reduced from approximately $9.6 million to approximately $5.2 million, including the principal of NTD 89,313,950 (approximately $2.9 million) and interest of NTD 70,000,000 (approximately $2.3 million). The new loan will be reclassified as current on the balance sheet and the accrued interest would be fixed in the amount of 70,000,000NTD (equivalent to $2,305,893) without any additional interest to accrue on the principal or interest portion of the new loan.

The principal portion of the new loan will be repaid over five years, payable on a monthly basis, in an amount of approximately $49,400 per month (commencing from March 1, 2018).  After the five-year period, Yao-Teh will pay back the interest portion of the loan over another five-year period on a monthly basis, in an amount of approximately $38,500 per month.

As of December 31, 2016, we had liabilities owed to related parties in the aggregate amount of $49,595,151, including $46,044,534 owed to a shareholder of the Company. On August 1, 2017, Mr. Fun-Ming Lo entered into a conversion agreement (the “Conversion Agreement”) with the Company and Yao-Teh, one of the Company’s subsidiaries, to convert the debt owed by the Company and Yao-Teh to Mr. Lo in the amount of $46,044,534 into ordinary shares of Company, at a conversion price of $4.5 per share, or an aggregate of 10,232,118 ordinary shares. As such, we eliminated all the debt owed to shareholders through issuance of additional equity of the Company.

Based on the cash flow statement for the year ended December 31, 2016, we estimate that we are using our funds at a rate of approximately $55,000 per month. We anticipate that at such burn rate, our current capital would likely to last half of a month without further funding. Mr. Fun-Ming Lo, the Chairman of the Board of Directors, has expressed his willingness to provide a line of credit to fund the operations of the Company in a maximum amount of $3,000,000 in order to reduce the shortage of working capital for a term commencing on the date of this Prospectus to December 31, 2017. On May 16, 2017, Mr. Fun-Ming Lo and us entered into a line of credit agreement (the “Line of Credit Agreement”), which documents the key terms of this loan arrangement and is attached herein as Exhibit 10.17. Pursuant to the Line of Credit Agreement, all loan amounts outstanding under such Agreement shall be paid with accrued but unpaid interest on or before January 1, 2020 (the “Maturity Date”) and the Board shall approve by resolutions each request of credit under such Agreement. The loans made under this Line of Credit Agreement shall be unsecured and bear an interest rate of 2.5% per annum of the outstanding balance from time to time, payable on or before the Maturity Date.

On June 9, 2017, Yao-Teh entered into a line of credit agreement (the “Mengxin Line of Credit Agreement”) with Mengxin Industrial Co., Ltd. (“Mengxin”), a Taiwanese company incorporated in 1996. Pursuant to the Mengxin Line of Credit Agreement, Mengxin agreed to provide Yao-Teh, upon its request, loans in an aggregate amount of up to NTD 1.2 billion (approximately $39.75 million). The terms of the Line of Credit shall be for a period of three years commencing on June 9, 2017. The loans shall bear interest at a rate of 4.5% per annum and shall be accrued on the outstanding balance of the loan from the occurrence date of each loan until the fifth year anniversary of each such loan. As of the date of this prospectus, Yao Teh obtained from Mengxin a loan of NTD 3.5 million (approximately $114,910) which will be used for the Company’s general working capital purposes.

Our independent auditor has issued a going concern opinion, which means there is substantial doubt that we can continue as an ongoing business for the next twelve (12) months.  The financial statements included in the Registration Statement of which this prospectus is a part do not include any adjustments that might result from the uncertainty about our ability to continue in business.

Our Strategy

We plan to shift our business emphasis from the existing golf-centered model to a tourism-focused model. We believe that upon the completion of Phase I, as described above, we will be able to attract a broader range of visitors to our resort. As a part of our marketing strategy, we anticipate designing campaigns and marketing materials that target both domestic and international visitors. If we are successful in developing and operating the Royal Country Club Spa & Resort, we intend to apply the same management and operations model to other chain resorts that we may build and operate in the future.

Competition

In the hospitality and recreation industry, we are facing and expect to continue facing extensive competition from competitors of a similar scale in the same or similar industries and sectors. We have to keep innovating and upgrading our products and services to maintain our existing clientele and attract new customers to the Royal Country Club and the planned Royal Country Club Spa & Resort. For instances, currently the snack bar at the Royal Country Club provides delicious Hakka food to our golf customers. When the contemplated Royal Country Club Spa & Resort opens, the customers will be able to enjoy the view of the largest garden in Taiwan while playing golf therein. Although our current and future services and products provided at the Royal Country Club and to be provided at the planned Royal Country Club Spa & Resort are and will be special as compared to the services at traditional golf courses and hotels, we may not have effective measures to prevent others imitating our services and products. We will be likely to lose customers to other competing golf venues and hotels if those competitors offer similar or more services and products at lower prices.

Competitive Strengths

Our Competitive Strengths in the Golf Business

We believe the Royal Country Club is one of the leading golf venues in Taiwan. Our strengths in this sector include:

· Established scenic golf course and country club. We have completed significant renovation of our 18-hole golf course, which was designed by a world renowned golf architect. The golf course offers a challenging golf experience and provides what we believe to be a scenic setting.

· Brand effect. We believe that the name of Royal Country Club will add value to the Royal Country Club Spa & Resort.

· Special experience of indigenous culture, Hakka. Miaoli is the county where a lot of Hakka people reside. Currently, visitors of the Royal Country Club have an opportunity to participate in Hakka activities, such as participating in Hakka holiday ceremonies, visiting architecture of Hakka styles and tasting Hakka dishes. In the future, guests of our contemplated hotels will be able to visit Hakka places of interest in one trip to Miaoli while staying at our hotels.

· Experienced management team and committed and motivated staff. Our senior management team has an average of approximately 20 years of experience in construction, real estate development and golf management industries and significant expertise in operating complex and themed golf courses. In addition, we have a team of skilled and committed employees.

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Our Competitive Strengths in the Resort Business

Upon completion of the two construction phases, the entire resort will feature premium hotels and high-quality country club amenities, hot spring spas, scenic hiking trails and Japanese gardens, in addition to the golf course. In that respect, we believe that our competitive strengths include:

· Upon completion of Phase II, we will be the only and the largest golf club in a garden in Taiwan.

· We have rare underground hot spring in a resort.

· We have engaged with IHG as strategic partner, a renowned international hospitality management company with experience in Asian markets. We believe IHG’s rich experience in resort and hotel management will provide superior services to our consumers.

· We will build the only leisure resort with natural habitation in Miaoli.

· We have convenient access to Zhongshan high-way, high speed rail and other public transportation.

· Favorable Trends. We believe the recent vacation trends favor our core value, “quality first”. Nowadays visitors, particularly visitors from mainland China, are paying more attention to the free-styled vacation over the traditional group tour designed by tour agencies. Additionally, tourists from mainland China tend to stay in one place to know more about it. We believe that these trends will continue and that we are well positioned to take advantage of them.

· First mover advantage. We will be among one of few resorts that operate a golf course, natural hot spring spas, nature parks, country clubhouses, and retail facilities in Taiwan. With our management team’s substantial experience, we believe we are well positioned to capitalize on our first-mover advantage and enhance our brand recognition.

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Implications of Being an Emerging Growth Company

As a company with less than $1.0 billion in revenue during our last fiscal year, we qualify as an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (or the “Securities Act”), for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies.

An emerging growth company may also take advantage of reduced reporting requirements that are otherwise applicable to public companies. These provisions include, but are not limited to:

· we may present only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations;

· not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, as amended, or the Sarbanes-Oxley Act;

· reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

· exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

We may take advantage of these provisions until the last day of our fiscal year following the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act. However, if certain events occur prior to the end of such five-year period, including if we become a “large accelerated filer,” our annual gross revenues exceed $1.0 billion or we issue more than $1.0 billion of non-convertible debt in any three-year period, we will cease to be an emerging growth company prior to the end of such five-year period.

We have elected to take advantage of certain of the reduced disclosure obligations regarding executive compensation in this prospectus and, as long as we continue to qualify as an emerging growth company, we may elect to take advantage of this and other reduced burdens in future filings. As a result, the information that we provide to our stockholders may be different than you might receive from other public reporting companies in which you hold equity interests.

We are also a “smaller reporting company,” as defined under SEC Regulation S-K. As such, we also are exempt from the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act and also are subject to less extensive disclosure requirements regarding executive compensation in our periodic reports and proxy statements. We will continue to be deemed a smaller reporting company until our public float exceeds $75 million on the last day of our second fiscal quarter in the preceding fiscal year.

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THE OFFERING

Ordinary shares being offered by us	A minimum of 3,000,000 ordinary shares on a “best-efforts/ all or none” basis up to a maximum of 10,000,000 ordinary shares on a “best efforts” basis at an anticipated offering price of $5 per share. If we do not raise the aggregate minimum offering amount of $15,000,000, we will not conduct a closing of this offering and will return to investors all amounts previously deposited by them in escrow, without interest or deduction. Prior to the closing of this offering, all funds delivered as payment for the securities offering hereby shall be held in escrow by a third party, independent escrow agent.
Ordinary shares being offered by the selling shareholders	6,387,430 ordinary shares
Ordinary shares outstanding prior to this offering	40,904,208
Ordinary shares outstanding immediately after this offering	43,904,208 ordinary shares at minimum and 50,904,208 ordinary shares at maximum.
	To better understand the ordinary shares, you should carefully read the “Description of Capital Stock” section of this prospectus.
Selling Agent Warrants	We shall grant to Network 1 Financial Securities, Inc. (the “Selling Agent”) ordinary share purchase warrants (the “Selling Agent Warrants”) covering a number of ordinary shares equal to six percent (6%) of the total number of ordinary shares being sold by the Selling Agent in this offering.
Term of offering	The offering shall terminate on the earlier of (i) any time after the minimum offering amount is raised, or (ii) one hundred and twenty (120) days from the effective date of this prospectus, or the expiration date. The offering shall not be closed unless our ordinary shares are listed on the Nasdaq stock exchange.

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Use of proceeds	We intend to use the proceeds from this offering for working capital and general corporate purposes, including the expansion of our business. To the extent that we are unable to raise the maximum proceeds in this offering, we may not be able to achieve all of our business objectives in a timely manner. See "Use of Proceeds" for more information.
	We will not receive any of the proceeds from the sale of the ordinary shares by any selling shareholders.
Risk factors	See “Risk Factors” and other information included in this prospectus for a discussion of the risks relating to investing in the ordinary shares. You should carefully consider these risks before deciding to invest in the ordinary shares.
Lock-up	We and our directors, executive officers and our shareholders of over 5% of the outstanding equity securities issued by the Company have agreed not to sell, transfer or dispose of any ordinary shares or similar equity securities owned by them for a period of one hundred and eighty (180) days after the date of this prospectus, subject to certain exceptions. Immediately after the completion of this offering, approximately 34,516,780 of our ordinary shares then issued and outstanding will be subject to the lock-up agreements and other restrictions on transfer as described under “Shares Eligible for Future Sale” and “Plan of Distribution.” Ordinary shares offered by the selling shareholders are not subject to any lock-up restrictions. See “Shares Eligible for Future Sale” and “Plan of Distribution.”
Listing	We have applied to have the ordinary shares listed on the NASDAQ under the symbol “MNSI.” NASDAQ is reviewing our application and we cannot provide any assurance that our application will be approved by NASDAQ.

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Summary of Financial Information

The following summary consolidated statements of operations for the years ended December 31, 2016 and December 31, 2015, and summary consolidated balance sheet as of December 31, 2016 and December 31, 2015 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future periods. You should read this Summary of Financial Information section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	For the Year Ended December 31,
	2016			2015
Income Statement Data:
Net revenues	$	1,278,551		$	1,213,410
Cost of revenues		1,785,289			2,033,716
Gross profit (loss)		(506,738	)		(820,306	)
Selling, general and administrative expenses		983,725			622,901
Other income (expenses)		(1,813,020	)		(2,320,389	)
Net loss		(3,303,483	)		(3,763,596	)
Foreign currency exchange gain/(loss)		(708,209	)		2,452,250
Comprehensive income (loss)		(3,999,638	)		(1,311,346	)

	As of December 31
	2016			2015
Balance Sheet Data:
Cash and cash equivalents	$	26,832		$	97,586
Total current assets		970,365			1,115,950
Total assets		62,902,479			63,043,585
Total liabilities		132,549,002			128,618,550
Total deficit		(69,646,523	)		(65,574,965	)

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RISK FACTORS

Investing in the ordinary shares involves a high degree of risk. You should carefully consider the risks described below with all of the other information included in this prospectus before deciding to invest in the ordinary shares. We believe the risks and uncertainties described below represent all the material risks known to us that are related to our business and this offering. If any of the following risks actually occur, they may harm our business, financial condition and results of operations. In this event, the market price of the ordinary shares could decline and you could lose some or all of your investment.

Risks Relating to Our Early Stage Development and Our Operations in General

We are in the early stages of our planned expansion, and as such, we are subject to significant risks and uncertainties. The operating history of the golf course that we currently operate and manage may not serve as an adequate basis to judge our future operating results upon the completion of our contemplated Royal Country Club Spa & Resort.

While Yao-Teh has been operating our golf course since 1988, our planned expansion entails the construction, development and operations of two hotels and other recreational facilities. However, we have not had any direct experience in operating hotels, retail stores, gardens, conference centers, wedding venues, nature hot spring spas and other recreational facilities. As a result, you should consider our business and prospects in light of the risks, expenses and challenges attendant to the operations of a new business. These risks and challenges include:

· the uncertainties associated with our ability to continue our growth while trying to achieve and maintain our profitability;

· our ability to establish our competitive position in the high end hotel segment of the lodging industry in Taiwan;

· our ability to offer innovative products to attract recurring and new customers;

· implementing our planned strategy and modifying it from time to time to respond effectively to competition and changes in customer preferences and needs;

· increasing awareness of our brand in the resort business and continuing to develop customer loyalty; and

· attracting, training, retaining and motivating skilled and devoted personnel.

In addition, we have encountered and will continue to encounter risks and difficulties frequently experienced by early-stage companies, and those risks and difficulties may be heightened in a rapidly developing market such as Taiwan. Some of the risks relate to our ability to:

· complete our construction projects within their anticipated time schedules and budgets;

· attract new and retain existing customers and obtain qualified employees;

· operate, support, expand and develop our new and existing projects and facilities;

· maintain effective control of our operating costs and expenses;

· raise additional capital, as required;

· develop and maintain internal personnel, systems and procedures to assure compliance with the extensive regulatory requirements applicable to the hospitality business as well as regulatory compliance as a public company;

· respond to changes in our regulatory environment; and

· respond to competitive market conditions.

If we are unable to complete any of these tasks, we may be unable to complete all of the Royal Country Club Spa & Resort that are currently under development, operate our golf business in the manner we contemplate and generate revenues from such projects in the amounts and by the times we anticipate. If any of these events were to occur, it would cause a material adverse effect on our business and prospects, financial condition, results of operations and cash flows.

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We have incurred losses in the past and may incur losses in the future.

We incurred net losses of $3,303,483 and $3,763,596 during the years ended December 31, 2016 and 2015, respectively. We had a total deficit of $69,646,523 and $65,574,965 as of December 31, 2016 and 2015, respectively. We expect our costs to increase as we start expanding our business and operations in the hospitality and entertainment industries. For instance, we estimate that the completion of the Royal Country Club Spa & Resort requires an investment of approximately $200 million, which will be raised in the form of equity and/or debt. Also the operations of the Royal Country Club may be impacted by the construction of the Royal Country Club Spa & Resort and therefore negatively influenced the revenue and profits of the golf operations. As a result, we may incur larger losses in the future. Based on the cash flow statement for the year ended December 31, 2016, we estimated that we are using our funds at a rate of approximately $55,000 per month. We anticipate that at such rate, our current capital would likely last half a month without further funding.

On May 16, 2017, Mr. Fun-Ming Lo, the Chairman of the Board of Directors, entered into the Line of Credit Agreement with us, pursuant to which Mr. Lo agreed to provide the Company with the necessary funds for its operations, when needed, in a maximum amount of $3,000,000 in order to reduce the shortage of working capital until December 31, 2017. In addition to the Line of Credit Agreement, on June 9, 2017, Yao-Teh entered into the Mengxin Line of Credit Agreement, pursuant to which Mengxin agreed to provide Yao-Teh, upon its request with loans in an aggregate amount of up to NTD 1.2 billion (approximately $39.75 million). The terms of the Line of Credit shall be for a period of three years commencing on June 9, 2017. As of the date of this prospectus, Yao Teh obtained from Mengxin a loan of NTD 3.5 million (approximately $114,910) which will be used for the Company’s general working capital purposes. 

We have also restructured a significant portion of our current and long-term liabilities. On July 25, 2017, Mr. Chen-Yu Lian, one of our creditors, and Yao-Teh executed the Settlement Agreement whereby Mr. Chen-Yu Lian agreed to cancel approximately $21,000,000 of interest accrued on the notes payable (the interest portion of which was recorded as part of the accrued expenses and other current liabilities portion of our audited financial statements for the 2016 fiscal year). In addition, pursuant to the Settlement Agreement, the principal amount of the notes payable was reduced to NTD 150,000,000 (approximately $4.6 million) from the original amount of $10,365,432. The creditor further agreed not to demand the repayment of the principal portion in the near future.

In August 2017, the Taiwan Cooperative Bank agreed to restructure our outstanding loan with them concurrent with listing on the Nasdaq stock market. It is anticipated that the loan owed to Taiwan Cooperative Bank would be reduced from approximately $9.6 million to approximately $5.2 million, including the principal of NTD 89,313,950 (approximately $2.9 million) and interest of NTD 70,000,000 (approximately $2.3 million).

The principal portion of the new loan will be repaid over five years, payable on a monthly basis, in an amount of approximately $49,400 per month (commencing from March 1, 2018).  After the five-year period, Yao-Teh will pay back the interest portion of the loan over another five-year period on a monthly basis, in an amount of approximately $38,500 per month.

If for any reason that we are not able to settle the loan owed to Taiwan Cooperative Bank, Taiwan Cooperative Bank may demand repayments of the loan.

As of December 31, 2016, we had a negative shareholders’ equity which could limit our financing ability in the credit market. A large number of banks and credit unions in Taiwan require positive shareholder equity before considering making commercial loans to companies. Due to the historical negative shareholder equity, it may be difficult for us to find willing creditors in Taiwan on commercially reasonable terms.

Failure to comply with privacy regulations and maintain the integrity of internal or customer data could result in faulty business decisions or harm to our reputation and subject us to additional costs, fines or lawsuits.

Certain information regarding our customers, including personally identifiable information and credit card numbers, is collected and maintained for a period of time for various business purposes, including maintaining records of customer preferences to enhance our customer service quality, the efficiency of billing and the effects of our marketing and promotional efforts. Additionally, we maintain personally identifiable information about our employees. The integrity and protection of our customer, employee and company data is critical to our business. Our customers expect that we adequately protect their personal information.

The regulations applicable to cyber security and privacy are increasingly demanding. Privacy regulation is an evolving area and may subject us to various compliance requirements. Compliance with applicable privacy regulations may increase our operating costs or adversely impact our ability to serve our customers and market our golf course and ancillary services to our customers. Theft, loss, misappropriation, fraudulent or unlawful use of customer, employee or company data, including cyberattacks, could harm our reputation, resulting in loss of customers, business disruption or increased costs, including remedial costs, lawsuits or fines. In addition, non-compliance with applicable privacy regulations by us (or in some circumstances, non-compliance by third parties engaged by us) could result in fines or restrictions on our use or transfer of data. Any of these matters could adversely affect our business, financial condition or results of operations.

The highly concentrated ownership and voting power of the Company may impact shareholders’ interests in the Company.

As of the date hereof, Mr. Lo owned approximately 76.27% of our ordinary shares and the voting power of the Company. It is anticipated that Mr. Lo will continue to own a majority of ordinary shares of the Company and correspondingly, will have the majority of the voting power of the Company. As such, you may not be able to influence the strategies, management or policies of the Company as you could at a company where the equity ownership is widely distributed.

Risks Relating to the Completion and Operation of the Royal Country Club Spa & Resort

We could encounter problems that substantially increase the costs to develop our Royal Country Club Spa & Resort and delay or prevent the opening of one or more of our contemplated facilities.

The current estimated budget for the Phase I and Phase II of the Royal Country Club Spa and Resort is based on preliminary projections, initial conceptual design and schedule estimates that we have prepared with the assistance of our independent architecture and design consultants. As of the date of this prospectus, the estimated cost to complete the construction and development of the Royal Country Club Spa and Resort is approximately US$200 million, consisting primarily of construction costs, design fees, professional service fees, consulting and management contract fees and the initial operating costs. However, completion of the resort, as envisioned, is subject to significant development and construction risks, which could have a material adverse impact on our timetables, cost budgets and our ability to complete the projects. These risks include the following:

· changes to plans and specifications;

· engineering problems, including defective plans and specifications;

· shortages of, and price increases in, energy, materials and skilled and unskilled labor, and inflation in key supply markets;

· delays in obtaining or failure to obtain necessary permits, licenses and approvals;

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· changes in laws and regulations, or in the interpretation and enforcement of laws and regulations, applicable to leisure, residential, real estate development or construction projects and tourists’ permits for people from mainland China;

· labor disputes or work stoppages;

· disputes with and defaults by contractors and subcontractors;

· environmental, health and safety issues, including site accidents;

· weather interferences;

· fires, typhoons and other natural disasters;

· geological, construction, excavation, regulatory and equipment problems; and

· other unanticipated circumstances or cost increases.

The occurrence of any of these development and construction risks could increase the total costs, cause delays, prevent the construction or opening of any of our contemplated facilities or otherwise affect the design and features of the planned Royal Country Club Spa & Resort.

We may be required to incur significant additional indebtedness or other equity or equity-linked securities in order to complete construction and development of the Royal Country Club Spa & Resort. Our ability to obtain additional financing may be limited, which could delay or prevent the opening or completion of our Royal Country Club Spa & Resort.

We think that it is highly likely that we will require additional funding to complete the construction and development of the Royal Country Club Spa & Resort, as well as to fund initial operating activities and to service existing debt payments. We estimate that we would need approximately $150 million to complete the construction and start the initial operations of the entire Royal Country Club Spa & Resort as contemplated in addition to the funds raised in this offering assuming that we succeed in raising the maximum amount of capital through this offering. If delays and cost overruns are significant, the additional funding required could be substantial, which we will need to obtain either through equity issuances or debt financing. The raising of additional debt by us, if required, could result in the imposition of operating and financing covenants, or liens on our assets, that could significantly restrict our operations. In addition, the sale of additional equity securities could result in dilution to our shareholders’ interest in the Company.

Further, our ability to obtain required capital on acceptable terms, when required, is subject to a variety of uncertainties, including:

· limitations on our ability to incur additional debt, including as a result of prospective lenders’ evaluations of our creditworthiness and pursuant to restrictions imposed by our existing and anticipated credit facilities;

· limitations on our ability to raise capital from the credit markets if the credit markets decline due to any large scale defaults originating from overleveraged Chinese companies in Taiwan and China;

· investors’ and lenders’ perception of, and demand for, debt and equity securities of leisure and hospitality companies, as well as competing offerings of financing and investment opportunities in Taiwan by our competitors;

· whether it is necessary to provide credit support or other assurances for our Subsidiaries, Yao-Teh and Ta-Teh-Fu;

· conditions of the U.S., Taiwan, China, Hong Kong, and other capital markets in which we may seek to raise additional funds;

· our future results of operations, financial condition and cash flows;

· Taiwan and Chinese regulations on transferring funds between Taiwan and China; and

· economic, political and other conditions in Taiwan, China and the great Asian region.

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As such, we cannot assure you that the necessary financing, if and when required by us, will be available in the future in the amounts or on terms acceptable to us, or at all. If we fail to raise additional funds in such amounts and at such times as we may need, we may be forced to reduce our expenditures and stay at a level that can be supported by our cash flow and delay the development of the Royal Country Club Spa & Resort. Without necessary capital, we may not be able to:

· develop and complete any new projects contemplated by our Board of Directors;

· acquire necessary rights, assets or businesses;

· expand our operations in Taiwan;

· hire, train and retain employees for the resort to be constructed;

· market our services and products; or

· respond to competitive pressures or unanticipated funding requirements.

Even if the Royal Country Club Spa & Resort is completed as planned, it may not be financially successful, which would limit our cash flow and would adversely affect our operations.

Even if all of the planned facilities contemplated within the Royal Country Club Spa & Resort are completed as planned, no assurance can be given that its operations will be financially successful or generate the cash flows that we require to sustain its operation. We may not attract the level of patronage that we anticipate. If we are unable to attract sufficient business, it would limit our cash flow and adversely affect our operations, our financial condition and our ability to service payments under any of our loan facilities.

Our future resort operating results are subject to conditions affecting the lodging industry in general and our return-driven development model is subject to certain risks.

Our operating results of the contemplated resort are subject to conditions typically affecting the lodging industry, which include:

· changes and volatility in general economic conditions;

· our ability to maintain or increase sales to existing customers and attract new customers;

· competition from other hotels and full-service resorts;

· natural disasters or travelers’ fears of exposure to contagious diseases and social unrest;

· seasonality of our business;

· changes in travel patterns or in the desirability of particular locations, such as Miaoli;

· increases in operating costs and expenses due to inflation and other factors;

· local market conditions such as an oversupply of, or a reduction in demand for, hotel rooms;

· the quality and performance of the future managers and other employees of our planned hotels;

· the availability and cost of capital to allow us to fund construction and renovation of, and make other investments in, our hotels, entertainment facilities and ancillary equipment; and

· the possibility that our leased properties may be subject to challenges as to their compliance with the relevant government regulations.

In addition, our return-driven development model is subject to the following risks:

· we may not be able to control our costs effectively as anticipated; and

· lack of resort operating history makes it difficult to evaluate our future prospects and results of operations of the planned resort.

Changes in any of the conditions typically affecting the lodging industry in general, and the materialization of any risks applicable to our return-driven development model could adversely affect our occupancy rates, average daily rates and revenues generated per available room (“Rev PAR”), or otherwise adversely affect our results of operations and financial condition.

We expect to incur significant pre-opening expenses at the development stage and generate relatively low revenues at the ramp-up stage, which may have a significant negative impact on our financial performance.

We mainly utilize a build-and-operate model, under which the operation of our hotel goes through three stages: development, ramp-up and mature operations. During the development stage, hotels and the accommodations generally incur pre-opening expenses. During the ramp-up stage, when the occupancy rate is still relatively low, revenues generated by hotels may be insufficient to cover their operating costs, which are relatively fixed in nature. As a result, our contemplated hotels may not achieve profitability until they reach mature operations. This may have a significant negative impact on our financial performance during the development and ramp-up stages.

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Our business is sensitive to global or regional economic crises. A severe or prolonged downturn in the global, Taiwanese, or Asian economy could cause a sharp reduction of expenditure on our planned resort and therefore materially and adversely affect our revenues and results of operations.

The recent 2015 economic recession in China has been challenging. Uncertainty in credit availability, rising unemployment and slow recovery from sluggish corporate operating and earning performance in certain major economies have continued in 2016. Capital market volatility remains at high levels, as a result of investors’ continued concerns about the systemic impact of potential long-term and wide-spread recession, geopolitical issues, the availability and cost of credit, and the housing and mortgage markets. The weak economic outlook has negatively affected business and consumer confidence and contributed to slow recoveries and low growth rates in most industries around the world.

Our contemplated resort is located in Miaoli where the local economy heavily depends upon tourism, including international visitors from China, South Korea, Japan, United States and other Southeastern Asian countries. Although there have been signs of recovery since the global financial debacle in 2007 originated in United States, there are still great uncertainties regarding economic conditions and the demand for luxurious hotels and golf courses in our targeted markets, such as Taiwan and China. Such uncertainties may adversely impact our results of operations of the planned resort. Continued turbulence in the international markets may also adversely affect our liquidity and financial condition, including our ability to access capital markets to meet our liquidity needs and fund the construction and development of our contemplated resort.

We have not entered into any construction contracts or negotiated with any construction companies regarding the construction of the Royal Country Club Spa & Resort, which may increase the risk of delay.

We have not entered into any construction contracts or negotiated with any construction companies regarding the construction of the Royal Country Club Spa & Resort, which may increase the risk of delay. We currently have not made any plans regarding hiring construction companies, such other engaging with a general contractor that will be responsible for finding subcontractors or directly with separate contractors that will build different parts of the Royal Country Club Spa & Resort. If we did not find competent and diligent construction companies for a reasonable price or found such companies after an extended period of time longer than we expected, it would increase the risks of delaying the construction and operation of the Royal Country Club Spa & Resort.

Our contractors may face difficulties in finding sufficient labor at acceptable cost, which could cause delays and increase construction costs of the Royal Country Club Spa & Resort.

The contractors we intend to retain to construct our Royal Country Club Spa & Resort may face difficulties in finding qualified construction laborers and managers, as many projects commence construction in Taiwan and as substantial construction activities continue in China. Immigration and labor regulations and political tension in Taiwan may cause our contractors to be unable to obtain sufficient laborers from China to make up any gaps in available labor in Taiwan and to reduce costs of construction, which could cause delays and increase construction costs of our projects.

We may encounter common risks associated with construction of hotel buildings and facilities of similar scales.

We expect to be exposed to general risks associated with construction of buildings and facilities for resorts, including but not limited to failure to obtain, or not obtaining in a timely manner, the necessary government licenses, permits and approvals, construction delays, budget overruns and construction contract disputes. In addition, we might experience increased holding costs as a result of delays. We have not yet entered into all of the definitive contracts necessary for the construction and development of the resort, such as construction contracts and recreational facility management contracts. We cannot assure you that we will be able to enter into definitive contracts with contractors and consulting companies with sufficient skills, financial strength and experience on commercially reasonable terms, or at all. We have not, and may not be able to, obtain guaranteed maximum price or fixed contract price terms on the construction contracts for the resort, which could cause us to bear greater risks of cost overruns and construction delays. If we are unable to enter into satisfactory construction contracts for the Royal Country Club Spa & Resort or are unable to closely control the construction costs and timetable for the projects, our business, financial condition and prospects may be materially and adversely affected.

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Our insurance coverage may not be adequate to cover all losses that we may suffer from our planned Royal Country Club Spa & Resort. In addition, our insurance costs may increase and we may not be able to obtain the same insurance coverage in the future.

We plan to purchase insurance policies providing coverage for construction risks that we believe we may be subject to regarding the construction of the Royal Country Club Spa & Resort. The insurance policies that we expect to purchase will include the life insurance for the construction workers and executive officers, construction materials as well as buildings and fixtures under construction. However, this insurance coverage may exclude certain types of loss and damage, such as loss or damage resulting from acts of terrorism or liability for death or illness caused by contagious or infectious diseases. If loss or damage of those types were to occur, we could suffer significant uninsured losses. Further, the cost of coverage may in the future become so high that we may be unable to maintain the insurance policies we deem necessary for the construction and operations of our projects on commercially practicable terms, or at all, or we may need reduce our policy limits or agree to certain exclusions from our coverage. We cannot assure you that any such insurance policies we may obtain will be adequate to protect us from material losses.

Construction at our projects is subject to hazards that may cause personal injury or loss of life, thereby subjecting us to liabilities and possible losses, which may not be covered by our contemplated insurance policies.

The construction of large scale properties such as our Royal Country Club Spa & Resort can be dangerous. Construction workers at our projects are subject to hazards that may cause personal injury or loss of life, thereby subjecting the contractors and us to liabilities, possible losses, delays in completion of the projects and negative publicity. We believe that we and our contractors take safety precautions that are consistent with the industry practice, but these safety precautions may not be adequate to prevent serious personal injury or loss of life, damage to property or delays. If any accidents occur during the construction of our projects, we may be subject to delays, including delays imposed by regulators, liabilities and possible losses, which may not be covered by our insurance, and therefore our business, prospects and reputation may be materially and adversely affected.

We need the Development Permit, Construction License and Operation License to develop and operate the Royal Country Club Spa & Resort. If we do not obtain the appropriate licenses and permits, we would not be able to construct and use the facilities as contemplated and therefore would not be able to open and operate the resort as planned.

We are required to comply with real property and zoning law to ensure that we can build and operate the Royal Country Club Spa & Resort as intended. According to the letter issued from Chang Chen-Bin Architecture Firm dated October 3, 2016, we need to file our Development Plan of the Royal Country Club Spa & Resort, the Land and Water Reservation Plan and the Environmental Impact Report with the Miaoli County to obtain the development permit (the “Development Permit”) for our contemplated resort.

The Chang Chen-Bin Architecture firm has filed the Development Plan and estimates that it may take approximately eight months from filing for the required Development Permit to be issued. The risks involved in obtaining the Development Permit are that the review process by a committee from the Miaoli County may take longer than what the architecture firm has expected. If, for any reason, the Royal Country Club Spa & Resort operates without the proper licenses and permits, it would be subject to fines ranging from 3% to 30% of the contract price and be further required to obtain the necessary licenses and permits.

Upon obtaining the Development Permit, Chang Chen-Bin Architecture Firm will apply for the Construction License to allow us to begin building the resort while Yi-Cheng Huang, the Company’s consultant, simultaneously assists us in reclassifying our land as a special golf district for entertainment purposes. The land reclassification allows construction on our land and the Construction License allows us to begin construction. As explained below, our consultant estimates, although no guarantee can be given, that the land reclassification will be completed by the third quarter of 2017. Failure to obtain any of the Development Permit, land reclassification or the Construction License would prevent us from constructing any part of the resort as contemplated.

Once the resort is completed, Chang Chen-Bin Architecture Firm will, on behalf of the Company, apply for the Operation License which will allow us to operate the resort as currently contemplated.

We cannot assure you that we will be able to obtain the Development Permit, Construction License and Operation License or obtain such permits and licenses in a timely manner. If we did not successfully obtain any of the licenses or permits described herein in a timely manner, we would have to make abrupt changes to our business plan and development strategy which would negatively impact our business and operations.

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The simultaneous planning, constructing and developing our Royal Country Club Spa & Resort and operating the golf course may strain our management time and resources, which could lead to delays, increased costs and other inefficiencies in the development of the resort or operation of the golf course.

The planning, designing and construction of Phase I and Phase II of the Royal Country Club Spa & Resort will proceed simultaneously with our operation of the golf course. This construction timetable enables us to maintain certain cash flow and revenue while the Royal Country Club Spa & Resort is being constructed, however, this would entail a significant amount of time and resources from members of our management, which may divert their attention from overseeing the day-to-day operations of the golf course.

We will need to recruit a substantial number of new employees before each of our projects can open and competition may limit our ability to attract qualified management and personnel.

We require extensive operational management and staff to open and operate the resort. Accordingly, we need to undertake a major recruiting program before the opening of the hotels and other comprising the Royal Country Club Spa & Resort. The pool of experienced hospitality and other skilled personnel in Taiwan is limited. Many of our new personnel will occupy sensitive positions requiring qualifications sufficient to meet high standards in the hospitality industry or will be required to possess other skills which entail substantial training and experience. Moreover, competition to recruit and retain qualified hospitality and other personnel is likely to intensify further as competition increases in the hospitality market in Taiwan. Other major resort hotels, such as a Renaissance hotel of the Marriott family in Taipei, are expected to open in Taiwan at or around the same time as our resort. We cannot assure you that we will be able to attract and retain a sufficient number of qualified individuals to operate our recreational and entertainment facilities or that costs to recruit and retain such personnel will not increase. Our inability to attract and retain qualified employees and senior management personnel could have a material adverse effect on our future business operations.

Our business depends substantially on the continuing efforts of our senior management and IHG’s expertise, and our business may be severely disrupted if we lose any of their services or if their other responsibilities cause them to be unable to devote sufficient time and attention to the Company.

We place substantial reliance on the project development and hospitality industry experience and knowledge of the Taiwan and Great Asia markets possessed by members of our senior management team, including Chairman Mr. Fun-Ming Lo, and IHG, which agrees to provide hotel management, technical support and operational services to our hotel to be completed first. The loss of the services of one or more of these members of our senior management team could hinder our ability to effectively manage our current business and implement our growth and development strategies as planned. Finding suitable replacements for Mr. Fun-Ming Lo or other members of our senior management could be difficult if not impossible, and competition for personnel of similar experience could be intense.

We plan to, with assistance from IHG, start recruiting hotel management and operation teams in the fourth quarter of 2017. We or IHG may fail to employ suitable or competent talents to operate and manage any of our contemplated hotels and recreational facilities. The unsuccessful or less than satisfactory operations of any of our planned business lines would exert adverse effect on the financial performance of our entire Company.

The lodging industry in Taiwan is highly competitive and growing rapidly in the past few years, and if we are unable to compete successfully, our financial condition and results of operations may be harmed.

The lodging industry in Taiwan is intensively competitive in 2015 as the supply for lodging exceeded the demand according to a news article published on Win Shang News, one of the real estate industry publications in China. In the past three years since 2013, more than one hundred brand new hotels have been constructed per year in Taiwan. Many of the existing hotels in our targeted markets may be more fully developed and have more revenue to finance ongoing operations than us. Upon opening of our hotels, we will compete primarily with other high end hotels as well as full-service resorts where the competition is mainly based on location, room rates, entertainment facilities, brand recognition, the quality of the accommodations and service levels. In addition, we may face competition from new entrants in the upscale hotel segment and the golf resort segment in Taiwan. Furthermore, we compete with all other hotels for guests primarily from Taiwan, China and Southeast Asian countries. Our typical business customers and leisure travelers may change their travel, spending and consumption patterns and choose hotels in different segments. New and existing competitors may offer more competitive rates, more comprehensive accommodation packages, greater convenience, services or amenities or superior facilities, which could result in a decrease in occupancy and average daily rates of our hotel rooms. Any of these factors may have an adverse effect on our competitive position, results of operations and financial condition.

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Our financial and operating performance may be adversely affected by epidemics, natural disasters and other catastrophes.

Our financial and operating performance may be adversely affected by epidemics, natural disasters and other catastrophes, particularly in the location where we plan to operate the resort.

Our business could be materially and adversely affected by the outbreak of swine influenza, avian influenza, severe acute respiratory syndrome (“SARS”), or other epidemics. In 2009, reports surfaced regarding occurrences of swine influenza and fears of a global pandemic. Cases of swine influenza were later confirmed in numerous countries, including Taiwan and China. In early 2003, several economies in Asia, including Taiwan, were affected by the outbreak of SARS. Taiwan adopted certain hygiene measures, including quarantining visitors from places where any of the contagious diseases described above were rampant. Those restrictive measures adversely affected the performance of the tourism and hospitality industries during that period. Any prolonged recurrence of such contagious disease or other adverse public health developments in Taiwan or our targeted markets may have a material and adverse effect on our business operations. For example, if any of our employees or customers was suspected of having contracted any contagious disease while he or she has worked or stayed in our hotels, we might have been under certain circumstances required to quarantine our employees or customers that were affected and the affected areas of our premises. Losses caused by epidemics, natural disasters and other catastrophes, including earthquakes or typhoons, are either uninsurable or too expensive to justify insuring against in Taiwan. In the event of an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a hotel or recreational facility, as well as the anticipated future revenue from the hotel or facility. In that event, we might nevertheless remain obligated for any financial commitments related thereto.

Similarly, wars (including the potential of war), terrorist activity (including threats of terrorist activity), social unrest and heightened travel security measures instituted in response, travel-related accidents, as well as geopolitical uncertainty and international conflict, will affect travel and may in turn have a material adverse effect on our business and results of operations. In addition, we may not be adequately prepared in contingency planning or recovery capability in relation to a major incident or crisis, and as a result, our operational continuity may be adversely and materially affected, which in turn may harm our reputation.

If we are unable to access funds to maintain our hotels’ condition and appearance as planned, the attractiveness of our hotels and our reputation could suffer and our hotel occupancy rates may decline.

In order to maintain outstanding conditions and appearance of our planned hotels, ongoing renovations and other leasehold improvements, including periodic replacement of furniture, fixtures and equipment, will be required. Such investments and expenditures require ongoing funding and, to the extent we cannot fund these expenditures from our existing cash or cash flow generated from operations, we must borrow or raise capital through financing. We may not be able to access capital or willing to spend available capital when other higher prioritized projects require the investment. If we fail to make investments necessary to maintain or improve the properties that we plan to build, our resort’s attractiveness and reputation could deteriorate; we could lose our market share to our competitors and our hotel occupancy rates and Rev PAR may decline.

Interruption or failure of our information systems could impair our ability to effectively provide our services that are planned to be provided at the Royal Country Club Spa & Resort, which could damage our reputation.

Our ability to provide consistent and high-quality services and monitor our operations on a real-time basis for our resort, including the hotels, restaurants, golf course, conference centers and other facilities, depends on the establishment and operations of our information technology systems, such as our web property management, central reservation and customer relationship management systems. Any damage to or failure of our systems could interrupt our inventory management, affect the manner of our services in terms of efficiency, consistency and quality, and reduce our customer satisfaction.

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Our technology platform will play a central role in our management of inventory, revenues and loyalty programs. Furthermore, we will rely on our website and call center to facilitate customer reservations. Our systems will be vulnerable to damages or interruptions as a result of power loss or telecommunications failures and operations relying on the system such as reservation and billing will have to be conducted off-line or manually. Computer viruses, fires, floods, earthquakes, interruptions in access to our toll-free numbers, hacking or other attempts to harm our systems, and other similar events will potentially interfere with our normal business operations. Some of our systems will not be fully redundant, and our disaster recovery plan does not account for all possible scenarios. Furthermore, our systems and technologies, including our website and database, could contain undetected errors or “bugs” that could adversely affect their performance, or could become outdated and we may not be able to replace or introduce upgraded systems as quickly as our competitors or within budgeted costs for such upgrades. If we experience system failures, our quality of services, customer satisfaction, and operational efficiency could be severely harmed, which could also adversely affect our reputation.

If the value of our products and services or image thereof diminishes, it could have a material and adverse effect on our business and results of operations.

We plan to offer two hotels, amenities and entertainment facilities that are designed to target elite customers. Our success in establishing, maintaining and enhancing our brand and image depends, to a large extent, on our ability to satisfy customer needs by further developing and maintaining our innovative and distinctive products and maintaining consistent premium quality of services across our resort, as well as our ability to respond to competitive pressures. If we were unable to do so, our occupancy rates might have declined, which could in turn have adversely affected our results of operations. Our business might have also been adversely affected if our public image or reputation were to be diminished by the insufficient or ineffective operations of any part of our resort, whether due to unsatisfactory service, accidents or otherwise. If the value of our products or image was diminished or our products did not appeal to customers, our results of operations might have been materially and adversely affected.

We are subject to various hospitality, construction, hygiene, safety and environmental laws and regulations that may subject us to liability.

Our contemplated resort business is subject to various compliance and operational requirements under Taiwanese laws. For example, See “Regulation — Regulations on Hotel Operations.” Furthermore, new regulations may be adopted in the future to increase our compliance efforts at significant costs. If certain of our hotels were not in full compliance with all of the applicable requirements, such as environmental, health and safety laws, we might have been subject to potentially significant monetary damages and fines or the suspension of operations and development activities of the Company.

The growth of third-party online and other hotel reservation intermediaries and travel consolidators may adversely affect our margins and profitability.

IHG or other hotel management teams may have some of our hotel rooms booked through third-party online and other hotel reservation intermediaries and consolidators to whom we pay commissions for such services. They may be able to negotiate higher commissions, reduced room rates, or other significant concessions from us. We believe that such intermediaries and consolidators would attempt to develop and increase customer loyalty toward their reservation systems rather than ours. As a result, the growth and increasing importance of these travel intermediaries and consolidators may adversely affect our ability to control the supply and pricing of our room inventory, which would in turn adversely affect our margins and profitability.

Risks Relating to Our Golf Operations

Economic recessions or downturns could negatively affect our golf business, financial condition and results of the golf operations.

A substantial portion of our revenue is derived from discretionary or leisure spending by golfers and such spending can be particularly sensitive to changes in general economic conditions. An economic downturn in Taiwan could result in slower business activities, increased unemployment, concerns about inflation and energy costs and lower consumer confidence. Any such downturn is likely to result in reduced spending on leisure activities, such as golfing. As a result, our business, financial condition and results of operations may be materially adversely affected by such an economic downturn. With reduced number of golfers on our golf course during an economic downturn, we may be unable to increase our fees, which may contribute to decreased revenues and financial losses.

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We may not be able to attract and retain golfers to utilize our golf properties when we start construction of the Royal Country Club Spa & Resort, which could harm our business, financial condition and results of operations.

The level of attractiveness of our golf course to the market is critically important to our success. Our success heavily depends on our ability to retain existing players and attract new customers to our golf properties. Changes in consumer tastes and preferences, particularly those affecting the popularity of golf, dining options and other social trends, could adversely affect our business. In addition, the contemplated Phase I and Phase II construction could dissuade our clients because transporting construction resources and the construction itself may generate the noise, untidy environment and interruption to the golf activities although Phase I construction will be conducted away from the golf course and the golf course will be closed during the Phase II construction period.

Certain factors beyond our control may change consumer spending patterns, particularly in the area of discretionary expenditures for leisure and recreation, resulting in potential reduced demand for our golf services.

Certain factors beyond our control may change consumer spending patterns, particularly in the area of discretionary expenditures for leisure and recreation, resulting in potential reduced demand for our golf services. These factors include:

· natural disasters, such as earthquakes, tornadoes, hurricanes, typhoons, wild fires and floods;

· outbreaks of pandemic or contagious diseases, such as avian or swine flu; and

· terrorist activities or threats and heightened travel security measures instituted in response to these events.

These factors and other global, national and regional conditions may adversely affect individual golf properties, or certain regions or industries as a whole. Any one or more of these factors could limit or reduce the demand for our services and in turn could harm our business and results of operations.

Unusual weather patterns and extreme weather conditions as well as seasonality could adversely affect the demand for our golf services or impact our business and results of operations and our ordinary share price.

Our operations of the golf course are susceptible to seasonal and severe weather patterns. Extreme weather conditions, such as heavy rains, extremely high temperature and droughts, could reduce our revenues by interrupting or interfering activities on our premises, which could negatively impact our business and operations. Our golf course business usually declines during winters when the daytime is short and temperature is low. With respect to seasonality, April under which the Strawberry Season falls accounts for a higher percentage of our revenues than other months of the year.

Particularly, our golf course is sensitive to availability of water. A significantly large quantity of water is needed to maintain the condition of turf grass at a satisfactory level to entertain golfers. Despite of access to natural lakes, our ability to irrigate our golf course could be adversely impacted by a drought or water shortage caused by human, such as government imposed water restrictions. A severe drought over an extensive duration could adversely affect our business and results of operations.

Competition in the golf industry could have a material adverse effect on our business and results of operations.

We will operate in a significantly competitive industry and will compete primarily on the basis of reputation, featured facilities, location, quality and breadth of product offerings and pricing. As a result, competition for market share in the golf industry is intensive. To succeed, we must have a strong position respecting the market share of golfing and develop new golfers in the Taiwan market. The number of golf properties in our geographic region may exceed the demand thereof, which could significantly impact our ability to attract and retain golfers.

Increases in our cost of goods, water, utilities and taxes could reduce our operating margins and harm our business, financial condition and results of operations.

Increases in operating costs due to inflation and other factors may not be directly offset by increased revenue. We anticipate that our operating costs will include labor, cost of goods, water, utilities and taxes. Many, and in some cases all, of the factors affecting these costs will be beyond our control. If we are not able to pass along increased costs to our customers in the form of higher prices or others, our operating margins would suffer, which would have an adverse effect on our business, financial condition and results of operations.

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The prices of utilities are volatile and shortages of utilities occur sometimes. In particular, our golf properties may be subject to restrictions regarding the use of water for irrigation. Significant increases in the costs of our utilities or any shortages could interrupt or curtail our operations and lower our operating margins, which would have a negative impact on our business, financial condition and results of operations.

We are in the process of amending our licenses and permits for the formal golf operation, the denial of or delay of obtaining any of which would cause disruptive impact on our current business operation and therefore harm our business and result of operations.

We received the Development Permit and five Construction Licenses to build a 36-hole golf course and three Operation Licenses for the 18-hole golf course which has been in operation since its establishment. Due to policy changes and ownership disputes over certain lots of land inside the territory of the planned 36-hole golf course, we had to switch from the original plan of a 36-hole golf course to the plan of an 18-hole golf course. As a result of the change of plan, we applied and obtained the new Development Permit for the 18-hole golf course, which had been completed as part of the planned 36-hole golf course. We are currently in the process of amending the Construction License and the Land and Water Reservation Plan in order to reclassify the land as golf special district for entertainment purposes. After reclassification of the land, we will apply for the Operation License from the Miaoli County to operate the 18-hole golf course on a full scale.

Presently we are operating the golf course on a test basis, and as such, we are not permitted to host golf tournaments. Yi-Cheng Huang, a consultant who is in charge of obtaining all the licenses and permits for the 18-hole golf course, estimates that it would take approximately 18 months from February 2016 to reclassify the land. We cannot provide assurance that we will be able to obtain all the license and permits to operate the existing golf course on a full scale. Failure to obtain or obtain in a timely fashion all necessary licenses and permits will prevent or delay the process of operating our golf course with all of its functionality.

The construction of Phase I of the Royal Country Club Spa &Resort may interrupt the regular operation of the golf course and therefore is likely to cause adverse impact on the operation results of the golf course.

The management of our Company plans to construct the hotel and other facilities for Phase I of Royal Country Club Spa &Resort during which the golf course remains in operation. Although the construction site of Phase I is located to the north of the golf course and does not have any overlapping area with the golf course, there is possibility that the construction will cause disruptive or interruptive impact to golfing activities on the Royal Country Club. The noise, extra traffic, dust, dirt and waste caused by the construction project will likely have adverse impact on our golfing activities. We cannot guarantee that the construction of Phase I will not harm our operation results of the golf course during the period thereof.

Accidents or injuries at our golf properties or in connection with our operations may subject us to liability, and accidents or injuries could negatively impact our reputation and play at our golf properties, which could harm our business, financial condition and results of operations.

There are risks of accidents or injuries on our golf properties or in connection with our operations and activities, including but not limited to injuries caused by slips and falls on our premises. If accidents or injuries occur on our golf properties, we may be held liable for costs related to the injuries. Although Yao-Teh has purchased liability insurance against injuries caused by accidents occurred on the golf course, property insurance against damages to the properties on the premises and insurance against terrorist attacks for the year ended June 2017, there can be no assurance that the coverage will be sufficient to pay off all or any of its liabilities during the insured period or Yao-Teh will obtain any such insurance at a reasonable price after the insured period. Our business, financial condition and results of operations could be harmed to the extent that claims and associated expenses resulting from accidents or injuries exceed our current insurance coverage if there is any.

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Our operations will subject us to environmental regulations, which create uncertainty regarding our future environmental expenses and liabilities.

Our golf properties are regulated by certain environmental laws. We may be required to incur costs to comply with these laws, such as laws related to water resources, discharges to air, water and land; the handling and disposal of solid and hazardous waste, and, possibly, the cleanup of properties affected by regulated materials. Pursuant to the environmental requirements, we may be required to investigate and clean up hazardous or toxic substances on or chemical releases from our golf properties. Environmental laws may impose on us the clean-up responsibility and liability without regard to whether the relevant entity knew of or caused the presence of the contaminants. We may use certain substances and generate certain wastes that may be deemed hazardous or toxic pursuant to such laws, and in the future we may incur costs related to cleaning up contamination resulting from historical uses of our golf properties and for our treatment, storage or disposal of wastes on any of our golf properties when they were owned by other preceding entities. The costs of investigation, remediation or renewal of regulated materials may be substantial and the presence of any such substances, or the failure to remediate any golf property properly, may impair our ability to use our golf properties. We may be required to incur costs to remediate potential environmental hazards, mitigate environmental risks in the future, or comply with other environmental requirements.

Our insurance on the golf business may not be adequate to cover all the losses that we may suffer from our golf operations.

We currently have property insurance on the golfing machinery and equipment, accidental fire insurance on our real property and fixtures and accident insurance on all of our personal and real property. If we incur losses or damages for which we are held liable for amounts exceeding the limits of our insurance coverage, or for claims outside the scope of our insurance coverage, our business and results of operations could be materially and adversely affected. For example, certain casualty events, such as labor strikes, nuclear events, acts of war, loss of income due to cancellation of golf reservations, deterioration or corrosion of the golf course land, insect or animal damages and pollution may not be covered under our policies. As a result, certain acts and events could expose us to significant uninsured losses. In addition to the damages caused directly by a casualty loss such as acts of war or terrorism, we may suffer a disruption of our business as a result of these events or be subject to claims by third parties who may be injured or harmed. While we intend to obtain business interruption insurance and general liability insurance, such insurance may not be available on commercially reasonable terms, or at all, and, in any event, may not be adequate to cover all losses that may result from such events.

Our costs and expenses may remain constant or increase even if our revenues decline, which would adversely affect our net margins and results of operations.

A significant portion of our operating costs, including leases and employee base salaries, is fixed. Accordingly, a decrease in revenues could result in a disproportionately higher decrease in our earnings because our operating costs and expenses are unlikely to decrease proportionately. For example, winter time before the Chinese New Year generally accounts for a lower portion of our annual revenues than other time of the year, but our expenses do not vary as significantly with changes in occupancy and revenues as we need to continue to pay equipment leases and employee salaries, make regular repairs, maintenance and renovations and invest in other improvements throughout the year to maintain the attractiveness of our contemplated hotels. Furthermore, our property development and renovation costs may increase as a result of an increase in the cost of materials. However, we have limited ability to pass the increased portion of the costs to customers through golf admission fee or membership fee increases. Therefore, our costs and expenses may remain constant or increase even if our revenues decline, which would adversely affect our net margins and results of operations.

Risks Relating to Doing Business Outside of the United States

Because our headquarters are located outside of the U.S. and our business will be conducted outside of the U.S., we are subject to the risks of doing business internationally, including periodic foreign economic downturns and political instability, which may adversely affect our revenue and cost of doing business in Taiwan.

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Foreign economic downturns may affect our results of operations in the future. Additionally, other facts relating to the operation of our business outside of the U.S. may have a material adverse effect on our business, financial condition and results of operations, including:

· international economic and political changes;

· the imposition of governmental controls or changes in government regulations, including tax laws, regulations and treaties;

· changes in, or impositions of, legislative or regulatory requirements regarding golf properties and resort properties;

· compliance with U.S. and international laws involving international operations, including the Foreign Corrupt Practices Act and export control laws;

· difficulties in achieving headcount reductions due to unionized labor and works councils;

· restrictions on transfers of funds and assets between jurisdictions; and

· China- Taiwan geo-political instability.

As we continue to operate our business globally, our success will depend in part, on our ability to anticipate and effectively manage these risks. The impact of any one or more of these factors could materially adversely affect our business, financial condition and results of operations.

We face substantial political risks associated with doing business in Taiwan, particularly due to domestic political events and the rigid relationship between the R.O.C. and the P.R.C. that could negatively affect our operations and the value of your investment.

Our principal executive office and substantially all of our assets are located in Taiwan and substantially all of our revenues are derived from our operations in Taiwan. Accordingly, our business, financial condition and results of operations and the market price of the ordinary shares may be affected by changes in governmental policies, taxation, inflation or interest rates, social instability and diplomatic and social developments in or affecting Taiwan.

For example, in 2006, a mass movement formed calling for the resignation of the president of Taiwan over a series of alleged corruption scandals and staged dramatic protests. In addition, Taiwan has a unique international political status. Since 1949, Taiwan and mainland China, or P.R.C., have been separately governed by different political parties. The P.R.C. claims that it is the sole government in China, including Taiwan, while some political parties in R.O.C. claim R.O.C.’s independence or R.O.C. as the only legitimate government of China, including Taiwan and China. There was a time when the two governments prohibited all and any of trades, transactions and trips crossing the Taiwan Strait. Although significant economic and cultural relations have been established in the recent years between the R.O.C. and the P.R.C., relations have often been strained. The P.R.C. government has refused to renounce the use of military force to regain control over Taiwan. Furthermore, the P.R.C. government has passed an Anti-Secession Law in March, 2005, which has authorized the government to use all necessary measures, including non-peaceful means, against Taiwan’s independence movement in the event of such declaration. In February of 2006, the then president of Taiwan ceased all activities in the country’s National Unification Council, a committee established to assist Taiwan in its efforts to reunite with the P.R.C. Such cessation is commonly viewed as having a detrimental effect on the relations between the two sides. Some of past development of the relationship between the R.O.C. and the P.R.C. has depressed the market prices of the securities of several Taiwanese companies. The recent situation of no dialogue between Taiwan and mainland China is followed by an approximate 30% decline of arrivals from mainland China to Taiwan in 2016. Such unstable relationship between the R.O.C. and the P.R.C. could materially and adversely affect our financial condition and results of operations, as well as the market price and the liquidity of our securities.

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Adverse changes in the political and economic policies of China could have a material and adverse effect on the overall economic growth of China, which could adversely affect our competitive position.

Chinese economy differs from the economies of most developed countries in many respects, including the level of governmental involvement, the growth rate, control of foreign exchange rates and the methods of allocating resources. For instance, the P.R.C. government exercises significant control over its economic growth through the allocation of resources, control of incurrence and payment of foreign currency-denominated obligations, establishment of monetary policy and provision of preferential treatment to particular industries. Changes in any of these policies, laws and regulations could adversely affect the overall economy in the P.R.C., including the golf industry in which we operate and the hospitality industry into which we plan to enter. While the Chinese economy has grown significantly in the past thirty years, the growth has not been consistent. Recently, Chinese economy is going through a significant downturn, which has had negative effects on other economies in the world.

Approximately 40% of our customers are from the P.R.C. Accordingly, our business, results of operations, financial condition and prospects are subject to economic, political and legal developments in China. Although the Chinese economy is no longer a planned economy, the Chinese government continues to exercise significant control over its economic growth through direct allocation of resources, monetary and tax policies, restrictions on foreign investment in certain industries, limitations on foreign currency exchanges, and restrictions on the development of specific industries or markets.

In response to the economic downturn, the P.R.C. government has adopted certain policies to stimulate the economic growth in China. If the Chinese policies fail to achieve any of the goals and any aspect of the policies limits the growth of our industries or otherwise negatively affects our businesses, our growth rate, strategy or results of operations could be adversely affected.

We cannot assure you that any of the various monetary policies and economic stimulus actions adopted by the Chinese government will be effective to bring back the Chinese economy on a fast growth track as it was.

We may be exposed to liabilities under the U.S. Foreign Corrupt Practices Act (“FCPA”) and Chinese anti-corruption law.

We are subject to the FCPA, and other laws that prohibit improper payments or offers of payments to foreign governments, foreign government officials and political parties by U.S. persons as defined by the statute for purposes of obtaining or retaining businesses. We are also subject to Chinese anti-corruption law, which strictly prohibits bribes to government officials. We may have agreements with third parties who may make sales in China and U.S., during the process of which we may be exposed to corruption. Activities in Taiwan create the risk of unauthorized payments or offers of payments by an employee, consultant or agent of the Company, because these parties are not always subject to our control.

Although we believe to date we have complied in all material aspects with the provisions of the FCPA and Chinese anti-corruption law, our existing safeguards and any future improvements may prove to be less than effective and any of our employees, consultants or agents may engage in corruptive conduct for which we might be held responsible. Violations of the FCPA or Chinese anti-corruption law may result in severe criminal or civil sanctions against the Company and individuals and therefore could negatively affect our business, operating results and financial condition. In addition, the Taiwanese government may seek to hold us liable as a successor for FCPA violations committed by companies in which we invest or which we acquire.

If we become directly subject to the recent scrutiny, criticism and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matters. Any unfavorable results from the investigations could harm our business operations, this offering and our reputation.

Recently, U.S. public companies that have substantially all of their operations in China, have been subjects of intense scrutiny, criticism and negative publicity by investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity has centered on financial and accounting irregularities, lack of effective internal control over financial accountings, inadequate corporate governance and ineffective implementation thereof and, in many cases, allegations of fraud. As a result of enhanced scrutiny, criticism and negative publicity, the publicly traded stocks of many U.S. listed Chinese companies have sharply decreased in value and, in some cases, have become virtually worthless or illiquid. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effects the sector-wide investigations will have on our Company, our business and this offering. If we become a subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and defend the Company. If such allegations were not proven to be groundless, the Company and our business operations would be severely hampered and the price of your stock of the Company could decline substantially. If such allegations were proven to be groundless, the investigation might have significantly distracted our management’s attention.

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International operations expose us to currency exchange and repatriation risks, and we cannot predict the effect of future exchange rate fluctuations on our business and operating results.

We have substantially all business operations in Taiwan. We have exposure to currency fluctuations because our sales and purchases are denominated in New Taiwan Dollars. We cannot assure you that the effect of currency exchange fluctuations will not materially affect our revenues and net income in the future.

If Taiwan’s transportation infrastructure does not adequately support the development of Taiwan’s hospitality industry, visitation to Taiwan may not increase as currently expected, which may cause our projects to be unsuccessful.

Taiwan is an island and separated by Taiwan Strait, a strait of 180 kilometers (111.85 miles) in width, from China. Therefore air transportation plays a critical role in its external relations. There are many civilian airports in Taiwan, two of which are international, Taoyuan International Airport (“TPE”) and Kaohsiung International Airport (“KHH”), serving approximately 97 international air routes with coverage of China, United States, Japan, Singapore, Philippines, Thailand, Indonesia and Hong Kong. Three main railway lines in Taiwan, West Line, East Line and South Circle Line, together with branch railway lines, form a complete circle on the island. Numerous long distance buses and local bus lines serve the need for ground transportation.

To support Taiwan’s planned transformation into a mass-market tourism destination, the frequency of bus, plane and ferry services to Taiwan must increase significantly. In addition, Taiwan’s internal road system is prone to congestion and collapses or landslides under severe weather conditions and therefore must be substantially improved to support projected increases in traffic. While various projects are under development to improve Taiwan’s internal and external transportation links, these projects may not be approved, financed or constructed in time to handle the projected increase in demand for transportation or at all, which could impede the expected increase in visitation to Taiwan and cause our Royal Country Club Spa & Resort to be not as successful as expected.

Risks Relating to Our Indebtedness

Our current, projected and potential future indebtedness could impair our financial condition, which could further exacerbate the risks associated with our significant leverage.

We expect to incur, based on current budgets and estimates, secured or unsecured long-term indebtedness, primarily for the development and construction of Phase II of the Royal Country Club Spa & Resort.

Our indebtedness could have important consequences to you. For example, it could:

· increase our vulnerability to general adverse economic and industry conditions;

· impair our ability to obtain additional financing in the future for working capital needs, capital expenditures, acquisitions or general corporate purposes;

· require us to divert a significant portion of our cash flow from operations to the payment of principal and interest on our debt, which would reduce the funds available to us for our operations or investment in operations;

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· limit our flexibility in planning for, or reacting to, changes in our golf and hospitality businesses and the industries thereof;

· subject us to higher interest expense in the event of increases in interest rates to the extent a portion of our debt will bear interest at variable rates;

· cause us to incur additional expenses by hedging interest rate exposures of our debt and exposure to hedging counterparties’ failure to pay under such hedging arrangements, which would reduce the funds available for our operations; and

· in the event we or one of our subsidiaries were to default over secured indebtedness, result in the loss of all or a substantial portion of our and our Subsidiaries’ assets, in which our lenders would take security interest.

On May 16, 2017, Mr. Fun-Ming Lo, the Chairman of the Board of Directors, entered into the Line of Credit Agreement with us, pursuant to which Mr. Lo agreed to provide the Company with the necessary funds for its operations, when needed, in a maximum amount of $3,000,000 in order to reduce the shortage of working capital until December 31, 2017. In addition to the Line of Credit Agreement, on June 9, 2017, Yao-Teh entered into the Mengxin Line of Credit Agreement, pursuant to which Mengxin agreed to provide Yao-Teh, upon its request with loans in an aggregate amount of up to NTD 1.2 billion (approximately $39.75 million). The terms of the Line of Credit shall be for a period of three years commencing on June 9, 2017. As of the date of this prospectus, Yao Teh obtained from Mengxin a loan of NTD 3.5 million (approximately $114,910) which will be used for the Company’s general working capital purposes. 

We have also restructured a significant portion of our current and long-term liabilities. On July 25, 2017, Mr. Chen-Yu Lian, one of our creditors, and Yao-Teh executed the Settlement Agreement whereby Mr. Chen-Yu Lian agreed to cancel approximately $21,000,000 of interest accrued on the notes payable (the interest portion of which was recorded as part of the accrued expenses and other current liabilities portion of our audited financial statements for the 2016 fiscal year). In addition, pursuant to the Settlement Agreement, the principal amount of the notes payable was reduced to NTD 150,000,000 (approximately $4.6 million) from the original amount of $10,365,432. The creditor further agreed not to demand the repayment of the principal portion in the near future.

In August 2017, the Taiwan Cooperative Bank agreed to restructure our outstanding loan with them concurrent with listing on the Nasdaq stock market. It is anticipated that the loan owed to Taiwan Cooperative Bank would be reduced from approximately $9.6 million to approximately $5.2 million, including the principal of NTD 89,313,950 (approximately $2.9 million) and interest of NTD 70,000,000 (approximately $2.3 million) If for any reason that we are not able to settle the loan owed to Taiwan Cooperative Bank, Taiwan Cooperative Bank may demand repayments of the loan.

Servicing the debt of our Subsidiaries requires a significant amount of cash, and our subsidiaries may not generate a sufficient level of cash flow from their businesses to make scheduled payments on their debt.

On July 9, 1991, Yao-Teh entered into a four-year loan agreement with Taiwan Business Bank to borrow an amount of NTD$380,620,000 (approximately $11,747,531) to purchase land for the development and construction of the Royal Country Club. In turn Taiwan Business Bank held a mortgage to secure its loan on Yao-Teh’s land upon which the Royal Country Club shall be constructed. The loan went into default on July 8, 1995. On June 24, 2013, Yao-Teh entered into a five-year repayment schedule with Taiwan Business Bank to repay the principal and interest of the loan in an amount of $8,458,263. As of December 31, 2016 and December 31, 2015, Yao-Teh’s remaining loan balance with Taiwan Business Bank was $774,004 and $1,698,149, respectively. In addition, Yao-Teh had three defaulted loans with aggregate unpaid outstanding balances of $2,756,604 and $2,987,782 as of December 31, 2016 and December 31, 2015, respectively. With respect to notes payable, Yao-Teh had one note payable outstanding due to Mr. Chen-Yu Lian in an aggregate amount of $31,365,798 as of December 31, 2016. The individual lender held liens on the golf course to secure its loan, which is overdue and currently under negotiation.

On December 23, 2011, Ta-Teh-Fu renewed its five-year term loan balance with Taiwan Cooperative Bank and converted it into revolving line of credit subject to annual renewal, which is secured by twenty-six parcels of land owned by Ta-Teh-Fu in aggregate of 1.41 acre and guaranteed by Shu-Hui Chou, the sole managing members of Ta-Teh-Fu and Ms. Chou’s brother. As of December 31, 2016 and 2015, Ta-Teh-Fu had outstanding balances, excluding the accrued and unpaid interest, against Taiwan Cooperative Bank in amounts of $1,803,086 and $1,949,985, respectively.

In July and August 2017, we restructured a significant portion of the debts owed to Mr. Chen-Yu Lian and Taiwan Cooperative Bank. On July 25, 2017, Mr. Chen-Yu Lian and Yao-Teh executed the Settlement Agreement whereby Mr. Lian agreed to cancel approximately $21,000,000 of interest accrued on the notes payable owed by Yao-Teh to Mr. Lian. In addition, pursuant to the Settlement Agreement, the principal of the notes payable is reduced to approximately $4.6 million from the original amount of $10,365,432 without interest accruing on the new principal.

In August 2017, the Taiwan Cooperative Bank agreed to restructure our outstanding loan with them concurrent with listing on the Nasdaq stock market. It is anticipated that the loan owed to Taiwan Cooperative Bank would be reduced from approximately $9.6 million to approximately $5.2 million, including the principal of NTD 89,313,950 (approximately $2.9 million) and interest of NTD 70,000,000 (approximately $2.3 million). If for any reason that we are not able to settle the loan owed to Taiwan Cooperative Bank, Taiwan Cooperative Bank may demand repayments of the loan.

Each of our Subsidiaries’ ability to make scheduled payments of the principal of, to pay interest on or to refinance their indebtedness depends on our Subsidiaries’ future performance, which is subject to certain economic, financial, competitive and other factors beyond our control. Our Subsidiaries may not generate enough cash flow from operations in the future sufficient to service their debt and make necessary capital expenditures. If they are unable to generate such cash flow, our subsidiaries may be required to adopt one or more alternatives, such as selling the secured assets, restructuring debt, incurring additional indebtedness or obtaining additional equity capital on terms that may be onerous or highly dilutive. Our Subsidiaries’ ability to refinance their indebtedness will also depend on the financial markets and their financial condition at such time. Our Subsidiaries may not be able to engage in any of these activities or engage in these activities on desirable terms, which could result in a default on our Subsidiaries’ debt obligations and a material adverse effect on the value of the ordinary shares.

Default of any loans that are secured by any of our Subsidiaries’ land could materially and adversely affect our operations, development plans and our financial condition.

If there is a default under one of our Subsidiaries’ secured debt facilities, the holder of the debt on which we defaulted may cause all amounts outstanding with respect to that debt to be due and payable immediately as the terms of the loan permit. Further, if we are unable to repay, refinance or restructure our indebtedness at our Subsidiaries that own or operate our properties, the lenders with those secured debt facilities could proceed against the collateral securing that indebtedness. In that event, the change of the ownership or control of such land will adversely impact or disrupt our business operations.

Our ability to continue as a company depends on the availability of future financing and the success of our future operations.

Our auditor has issued a going concern opinion on our Consolidated Financial Statements for the Years Ended December 31, 2016 and 2015, which is premised on our ability to recover the Company’s assets and satisfy the liabilities in the ordinary course of business. This basis presumes that funds will be available to finance ongoing research, development, operations, expansions and capital expenditures and permit the realization of assets and payments of liabilities in the ordinary course of operations for the foreseeable future.

The ability of the Company to continue as a going concern is dependent upon our ability to successfully secure sources of financing and attain profitable operations. However, there can be no assurance that we will be successful in obtaining the necessary financing on reasonable terms and operating profitable businesses.

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The terms of our and our Subsidiaries’ indebtedness may restrict our current and future operations and harm our ability to complete our projects and grow our business operations to compete successfully against our competitors.

We may enter into security documents that contain a number of restrictive covenants that impose significant operating and financial restrictions on the operations of the golf course and/or the resort contemplated. The common covenants in security documents generally restrict or limit, among other things, our and our Subsidiaries’ ability to:

· incur additional debt, including guarantees;

· create security or liens that are senior to the security or encumbrances created thereby;

· dispose of assets without proper consents;

· make certain acquisitions and investments;

· pay dividends, including to our shareholders, during the construction of the Royal Country Club Spa & Resort;

· make other restricted payments or apply revenues earned in one part of our operations to fund development costs or operating losses in another part of our operations;

· enter into sale and leaseback transactions;

· engage in new businesses;

· issue preferred stock; and

· enter into transactions with shareholders and affiliates.

In addition, the covenants may include some of the following financial covenants, including requirements that we satisfy certain tests or ratios such as maximum capital expenditures test, a maximum leverage ratio, minimum interest and debt service coverage ratios. These covenants described herein may restrict our ability to operate and restrict our ability to incur additional debt or equity financing and impede our growth.

Risks Related to This Offering

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

Prior to this initial public offering, there has been no public market for our ordinary shares. We have applied to have the ordinary shares listed on the NASDAQ Market. There is no guarantee that such application will be approved. If an active trading market for the ordinary shares does not develop after this offering, the market price and liquidity of the ordinary shares will be materially and adversely affected.

The initial public offering price for the ordinary shares will be determined by negotiations between us and the Selling Agent and may bear no relationship to the market price for the ordinary shares after the initial public offering. We cannot assure you that an active trading market for the ordinary shares will develop or that the market price of the ordinary shares will not decline below the initial public offering price. 

We will incur increased costs as a result of becoming a public company, which may adversely affect our profitability.

Our profitability may be affected as a result of our becoming a public company. We anticipate incurring a significantly greater amount of legal, accounting and other expenses than we did as a private company, including costs associated with our public company reporting requirements and investor relations activities, independent registered public accounting firm fees, registrar and transfer agent fees, incremental director and officer liability insurance costs, and director compensation. In addition, the Sarbanes-Oxley Act, as well as new rules subsequently implemented by the SEC and the NASDAQ Global Market, has required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly. We are currently evaluating and monitoring developments with respect to these new rules, and cannot predict or estimate the amount of additional costs we may incur or the timing of such costs, which may adversely affect our profitability.

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If we fail to maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results or prevent fraud.

Upon completion of this initial public offering, we will become a public company in the United States and subject to the Sarbanes-Oxley Act. Section 404 of the Sarbanes-Oxley Act (“Section 404”) will require that we include a report from management on our internal control over financial reporting in our annual report on Form 20-F beginning with our annual report for the fiscal year ending December 31, 2017. In addition, our independent registered public accounting firm must report on the effectiveness of our internal control over financial reporting. Our management or our independent registered public accounting firm may conclude that our internal controls are not effective. Moreover, even if our management concludes that our internal control over financial reporting is effective, our independent registered public accounting firm may issue a report that is qualified if it is not satisfied with our internal controls or the level at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently from us. Either of these possible outcomes could result in an adverse reaction in the financial marketplace due to a loss of investor confidence in the reliability of our reporting processes, which could materially and adversely affect the trading price of the ordinary shares.

In addition, our reporting obligations as a public company will place a significant strain on our management, operational and financial resources and systems in the foreseeable future. Prior to this offering, we have been a private company with limited accounting personnel and other resources with which to address our internal control over financial reporting. We prepared financial statements under accounting principles generally accepted in the United States (“U.S. GAAP”) as of and for the two years ended December 31, 2015 and December 31, 2016. We may identify control deficiencies as a result of the assessment process we will undertake in compliance with Section 404. We plan to remedy any identified control deficiencies before the deadline imposed by the requirements of Section 404, but we may be unable to do so. Our failure to establish and maintain an effective system of internal control over financial reporting could result in the loss of investor confidence in the reliability of our financial reporting processes, which in turn could harm our business and negatively impact the trading price of the ordinary shares.

The market price for the ordinary shares may be volatile.

The market price for the ordinary shares may be volatile and subject to wide fluctuations in response to factors including the following:

· actual or anticipated fluctuations in our quarterly operating results;

· changes in financial estimates by securities research analysts;

· conditions and restrictions in the golf and lodging industries;

· changes in the economic performance or market valuations of other lodging companies;

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

· addition or departure of key personnel;

· fluctuations of exchange rates between the New Taiwan Dollars (“NTD”) and U.S. dollar or other foreign currencies;

· potential litigation or administrative investigations;

· sales of ordinary shares in large volumes by the selling shareholders;

· release of lock-up or other transfer restrictions on the outstanding ordinary shares or sales of additional ordinary shares; and

· general economic conditions in Taiwan and political tension between Taiwan and China .

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

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

The initial public offering price per share is substantially higher than the net tangible book value per share prior to the offering. Accordingly, if you purchase the ordinary shares in this offering, you will incur immediate dilution of approximately $4.59 in the net tangible book value per share from the price you pay for the ordinary shares, representing the difference between:

· the assumed initial public offering price of $5 per share as set forth on the front cover of this prospectus, and

· the pro forma as adjusted net tangible book value per ordinary share of $0.41 as of December 31, 2016.

If we issue additional ordinary shares in the future, you may experience further dilution. In addition, you may experience further dilution to the extent that ordinary shares are issued upon the exercise of the Selling Agent Warrants. You may find additional information in the section entitled “Dilution” in this prospectus.

We may need additional capital, and the sale of additional ordinary shares or other equity securities could result in additional dilution to the shareholders and the incurrence of additional indebtedness could increase our debt obligations.

We can give no assurance that our current cash and cash equivalents, anticipated cash flow from operations and the proceeds from this offering will be sufficient to meet our anticipated cash needs for the foreseeable future. We may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If our resources are insufficient to satisfy our capital requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity and equity-linked securities could result in additional dilution to our shareholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all, particularly in the aftermath of global economic crisis.

Future sales or issuances, or perceived future sales or issuances, of substantial amounts of our ordinary shares could adversely affect the price of the ordinary shares.

If our existing shareholders, including the selling shareholders, sell, or are perceived as intending to sell, substantial amounts of our ordinary shares, following this offering, the market price of the ordinary shares could fall. Such sales, or perceived potential sales, by our existing shareholders might make it more difficult for us to issue new equity or equity-related securities in the future at a time and place we deem appropriate. The ordinary shares offered in this offering will be eligible for immediate resale in the public market without restrictions, and shares held by our existing shareholders may also be sold in the public market in the future subject to the restrictions contained in Rule 144 and Rule 701 under the Securities Act and the applicable lock-up agreements. If any existing shareholder or shareholders sell a substantial amount of ordinary shares after the expiration of the lock-up period, the prevailing market price for the ordinary shares could be adversely affected. See “Shares Eligible for Future Sale” and “Plan of Distribution” for additional information regarding resale restrictions.

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As a foreign private issuer, we are permitted to, and we will, rely on exemptions from certain NASDAQ corporate governance standards applicable to U.S. issuers, including the requirement regarding the implementation of a nominating committee. This may afford less protection to holders of our ordinary shares.

The NASDAQ Marketplace Rules in general require listed companies to have, among other things, a nominating committee consisting solely of independent directors. As a foreign private issuer, we are permitted to, and we intend to, follow home country corporate governance practices instead of certain requirements of the NASDAQ Marketplace Rules, including, among others, the implementation of a nominating committee. The corporate governance practice in our home country, the British Virgin Islands, does not require the implementation of a nominating committee. We currently intend to rely upon the relevant home country exemption in lieu of establishing a nominating committee as required under the NASDAQ Marketplace Rules as to domestic issuers. As a result, the level of independent oversight over our management may afford less protection to holders of our ordinary shares.

You may face difficulties in protecting your interests, and your ability to protect your rights through the U.S. federal courts may be limited, because we are incorporated under British Virgin Islands law, conduct substantially all of our operations in Taiwan and the majority of our officers reside outside the United States.

We are incorporated in the British Virgin Islands, and conduct substantially all of our operations in Taiwan through our wholly owned subsidiaries in Taiwan. Most of our officers reside outside the United States and some or all of the assets of those persons are located outside of the United States. As a result, it may be difficult if not impossible for you to bring an action against us or against these individuals in the British Virgin Islands or in Taiwan in the event that you believe that your rights have been infringed under the securities laws or otherwise. Even if you are successful in bringing an action of this kind outside the British Virgin Islands or Taiwan, the laws of the British Virgin Islands and of Taiwan may render you unable to effect service of process upon, or to enforce a judgment against our assets or the assets of our directors and officers. There is no statutory recognition in the British Virgin Islands of judgments obtained in the United States, although the courts of the British Virgin Islands will generally recognize and enforce a non-penal judgment of a foreign court of competent jurisdiction without retrial on the merits. A judgment of a court of another jurisdiction may be reciprocally recognized or enforced if the jurisdiction has a treaty with Taiwan or if judgments of the Taiwanese courts have been recognized before in that jurisdiction, subject to the satisfaction of other requirements. For more information regarding the relevant laws of the British Virgin Islands and Taiwan, see “Enforceability of Civil Liabilities.”

Our corporate affairs are governed by our memorandum and articles of association and by the BVI Business Companies Act (as amended) (the “BVI Act”) and the common law of the British Virgin Islands. The rights of shareholders to take legal action against our directors and us, actions by minority shareholders and the fiduciary responsibilities of our directors to us under British Virgin Islands law are to a large extent governed by the common law of the British Virgin Islands. The common law of the British Virgin Islands is derived in part from comparatively limited judicial precedent in the British Virgin Islands as well as from English common law, which has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the British Virgin Islands has a less developed body of securities laws as compared to the United States, and provides significantly less protection to investors. Moreover, British Virgin Islands companies may not have standing to initiate a shareholder derivative action before the federal courts of the United States.

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As a result of all of the above, our public shareholders may have more difficulty in protecting their interests through actions against our management, directors or major shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.

Our management will have considerable discretion as to the use of the net proceeds from this offering.

Our management will have considerable discretion in the application of the net proceeds received by us. You will not have the opportunity, as part of your investment decision, to assess whether proceeds are being used appropriately. You must rely on the judgment of our management regarding the application of the net proceeds of this offering. The net proceeds received by us may be used for corporate purposes that do not improve our efforts to maintain profitability or increase our share price. The net proceeds from this offering may be placed in investments that do not produce income or that lose value.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve risks and uncertainties, including statements based on our current expectations, assumptions, estimates and projections about us, our industry and the regulatory environment in which we and companies integral to our ecosystem operate. The forward-looking statements are contained principally in the sections entitled “Prospectus Summary,” “Risk Factors,” “Use of Proceeds,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from those expressed or implied by the forward-looking statements. In some cases, these forward-looking statements can be identified by words or phrases such as “may,” “will,” “expect,” “anticipate,” “aim,” “estimate,” “intend,” “plan,” “believe,” “potential,” “continue,” “is/are likely to” or other similar expressions. The forward-looking statements included in this prospectus relate to, among others:

· our growth strategies;

· our future business development, financial condition and results of operations;

· competition in our industry;

· fluctuations in general economic and business conditions in Taiwan;

· expected changes in our revenues and certain cost and expense items and our operating margins;

· the regulatory environment in which we and companies integral to our business operate;

· our proposed use of proceeds from this offering; and

· assumptions underlying or related to any of the foregoing.

The global economy and Taiwan may not grow at the rates projected by market data, or at all. The failure of these industries or markets to grow at the projected rates may have a material adverse effect on our business, financial condition and results of operations and the market price of the ordinary shares. If any one or more of the assumptions underlying the market data turns out to be incorrect, actual results may differ from the projections based on these assumptions. You should not place undue reliance on these forward-looking statements.

The forward-looking statements made in this prospectus relate only to events or information as of the date on which the statements are made in this prospectus. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this prospectus and the documents that we have referred to in this prospectus and have filed as exhibits to the registration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may be materially different from what we expect.

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USE OF PROCEEDS

We estimate that we will receive net proceeds from this Offering of approximately US$13.65 million at minimum and $46.2 million at maximum, after deducting underwriting discounts and the estimated offering expenses payable by us. These estimates are based upon an assumed initial public offering price of US$5 per share, the price shown on the front cover page of this prospectus. A US$1.00 increase (decrease) in the assumed initial public offering price of US$5 per share would increase (decrease) the net proceeds to us from this Offering by US$2.79 million at minimum and $9.3 million at maximum, assuming the number of ordinary shares offered by us, as set forth on the cover page of this prospectus, remains the same and after deducting the estimated underwriting discounts and commissions and estimated expenses payable by us.

We plan to use the net proceeds of this Offering for business development purposes, which may include but not limited to investment in the development and construction of Phase I of the Royal Country Club Spa & Resort, the early-stage operation thereof, capital expenditures thereof, sales and marketing activities, construction of technology infrastructure, engaging architectural, entertainment and managerial professionals, capital expenditures and all other expenses and costs related to our business development. We may also use a portion of these proceeds for the acquisition of, or investment in, technologies, solutions or businesses that complement our business, although we have no present commitments or agreements to enter into any acquisitions or investments. We will not receive any of the proceeds from the sale of the ordinary shares by the selling shareholders.

The following chart provides the approximate distribution of proceeds from this offering in the event that we are able to raise $15 million, $30 million and $50 million.

Use of Proceeds on Various Projects	Capital Raised	$15 million		$30 million		$50 million
Lakeshore Garden in the Golf Course	Acreage		6.4		6.4		6.4
	Estimated cost	$	1,200,000	$	1,200,000	$	1,200,000
Hot Spring Garden	Acreage		37.066		37.066		37.066
	Estimated cost	$	2,400,000	$	2,400,000	$	2,400,000
Land Luge	Acreage		6.178		6.116		6.116
	Estimated cost	$	3,790,000	$	3,790,000	$	3,790,000
Natural Hot Spring	Estimated cost	$	1,500,000	$	1,500,000	$	1,500,000
Camping Facilities (1)	Estimated cost	$	200,000	$	200,000	$	200,000
Tea Tree Oil Serum Massage	Building and Decoration		31,968 sqft		31,968 sqft		31,968 sqft
	Estimated cost of Equipment	$	3,700,000	$	3,700,000	$	3,700,000
	Estimated Cost of Serum Products and Operational Capital		—	$	2,210,000	$	2,210,000
Golf Course Clubhouse	Acreage		—		1.032		1.032
	Estimated cost		—	$	5,400,000	$	5,400,000
Japanese Styled Pavilion	Number of Pavilions		—		2		2
	Estimated cost		—	$	320,000	$	320,000
Event Venue for Conference and Weddings	Square Feet		—		21,700		21,700
	Estimated cost		—	$	2,700,000	$	2,700,000
Shopping and Entertainment Village	Square Feet		—		27,599		27,599
	Estimated cost		—	$	3,500,000	$	3,500,000
One Hotel and Affiliated Facilities (2)	Square Feet		—		—		129,047
	Estimated cost		—		—	$	20,000,000
Estimated Total Cost		$	13,000,000	$	27,000,000	$	47,000,000

(1) Includes 200 camping sites, outdoor tables, grillers, bathing rooms, sewage, electricity lines, inroads and boardwalk.

(2) Includes an activity center, an outlook spot and a swimming pool.

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We need raise additional funds in the form of either equity or debt, the proceeds of which will be used towards the completion of the construction and development of the entire Royal Country Club Spa & Resort as contemplated. We estimate that we will be in need of approximately $150,000,000 to construct the second phase of the Royal Country Club Spa & Resort and start initial operations thereof, assuming that we are able to raise the maximum amount as set forth in the table of “Calculation of Registration Fee.” As of the date, we have not decided on the specific types and sources of financing we will pursue in order to raise additional funds to complete the construction and development of the second phase of the Royal Country Club Spa & Resort.

The foregoing represents our current intention based upon our present plans and business conditions to use and allocate the net proceeds of this offering. Our management, however, will have significant flexibility and discretion to apply the net proceeds of this offering. If an unforeseen event occurs or business conditions change, we may use the proceeds of this offering differently than as described in this prospectus.

Pending any use described above, we plan to invest the net proceeds in short-term, interest-bearing, fixed-income instruments or on-demand deposits at various credit institutions. We currently do not anticipate applying any portion of the proceeds of this offering to retire any of our existing and outstanding debts.

In using the proceeds of this offering, we are permitted under Taiwan laws and regulations as an offshore holding company to provide funding to our wholly foreign-owned subsidiary in Taiwan only through loans or capital contributions and to our consolidated variable interest entity only through loans, subject to the approval of government authorities and limit on the amount of capital contributions and loans. Subject to satisfaction of applicable government registration and approval requirements, we may extend inter-company loans to our wholly foreign-owned subsidiary in Taiwan or make additional capital contributions to our wholly-foreign-owned subsidiary to fund its capital expenditures or working capital. For an increase of registered capital of our wholly foreign-owned subsidiary, we need to obtain approval from the Ministry of Economic Affairs or its local counterparts, which will decide within 90 days after receiving the application. If we provide funding to our wholly foreign-owned subsidiary through loans, the total amount of such loans may not exceed the difference between the entity’s total investment as approved by the foreign investment authorities and its registered capital. Such loans must be registered with State Administration of Foreign Exchange (“SAFE”) or its local branches, which usually takes up to 20 working days to complete. We cannot assure you that we will be able to obtain these government registrations or approvals on a timely basis, if at all.

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DIVIDEND POLICY

Our Board of Directors has discretion on whether to distribute dividends, subject to certain restrictions under British Virgin Islands law, namely that our company may only pay dividends out of profits, and provided that immediately following payment of such dividend, the value of the Company’s assets would exceed its liabilities and our company is able to pay its debts as they fall due in the ordinary course of business. Even if our Board of Directors decides to pay dividends, the form, frequency and amount will depend upon our future operations and earnings, capital requirements and surplus, general financial condition, contractual restrictions and other factors that the Board of Directors may deem relevant.

We do not have any present plan to pay any cash dividends on our ordinary shares in the foreseeable future after this Offering. We currently intend to retain most, if not all, of our available funds and any future earnings to operate and expand our business.

We are a holding company incorporated in the British Virgin Islands. We may rely on dividends from our Subsidiaries in Taiwan to provide liquidity, including any payment of dividends to our shareholders. Taiwan regulations may restrict the ability of our Subsidiaries to pay dividends to us. See “Regulation— Regulations on Dividend Distribution” and “Taxation—Republic of China Taxation.”

We do not expect to pay dividends in the foreseeable future. Cash dividends on our ordinary shares, if any, will be paid in U.S. dollars. 

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CAPITALIZATION

The following table sets forth our capitalization, including all of the Subsidiaries’ capitalization, as of December 31, 2016:

• on an actual basis;

• on an as adjusted basis to reflect the sale of ordinary shares in a minimum amount of 3,000,000 shares and in a maximum amount of 10,000,000 shares by us in this Offering at an assumed initial public offering price of US$5 per share, as shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us.

The adjusted information below is illustrative only and our capitalization following the completion of this Offering is subject to adjustment based on the initial public offering price of the ordinary shares and other terms of this Offering determined at pricing. You should read this table together with our consolidated financial statements and the related notes included elsewhere in this prospectus and the information under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

As of December 31, 2016
										Pro Forma
	Actual			Pro Forma(1)						As Adjusted
				Minimum			Maximum			Minimum			Maximum
Cash and cash equivalents	$	26,832		$	13,664,790		$	46,214,790		$	13,691,622		$	46,241,622
Line of credit	$	1,803,086		$	-		$	-		$	1,803,086		$	1,803,086
Current portion of long-term bank loan		774,004			-			-			774,004			774,004
Long-term bank loan, net of current portion		2,756,604			-			-			2,756,604			2,756,604
Notes payable		10,365,432			(5,621,012	)		(5,621,012	)		4,744,420			4,744,420
Total debt		15,699,126			(5,621,012	)		(5,621,012	)		10,078,114			10,078,114
Shareholders’ equity:
Share capital:
ordinary shares, $0.01 nominal value, 200,000,000 shares authorized, 40,904,208 shares issued and outstanding, actual; ordinary shares, $0.01 par value, 200,000,000 shares authorized, 43,904,208 shares at minimum and 50,904,208 shares at maximum issued and outstanding, pro forma; ordinary shares, $0.01 par value, 200,000,000 shares authorized, 40,904,208 shares at minimum and 50,904,208 shares at maximum issued and outstanding, pro forma as adjusted		3,408									3,408			3,408
Additional paid-in capital		895,335			59,594,534			92,144,534			60,489,869			93,039,869
Accumulated other comprehensive income		3,818,810									3,818,810			3,818,810
Accumulated deficit		(74,087,309	)		26,736,168			26,736,168			(47,351,141	)		(47,351,141	)
Total shareholders’ equity(deficit)		(69,369,756	)		86,330,702			118,880,702			16,960,946			49,510,946
Total capitalization	$	(53,670,630	)	$	80,709,690		$	113,259,690		$	27,039,060		$	59,589,060

(1) The pro forma data as of December 31, 2016 gives effect to reflect (i) the sale of ordinary shares in a minimum amount of 3,000,000 shares and in a maximum amount of 10,000,000 shares by us in this Offering at an assumed initial public offering price of US$5 per share, as shown on the front cover of this prospectus, after deducting the underwriting discounts and commissions and estimated offering expenses payable by us, (ii) the amounts of $46,044,534 due to the shareholders were converted to capital contribution pursuant to the debt conversion agreements entered by Yao-Teh, Ta-Teh-Fu and Mr. Fun-Ming Lo on August 1, 20173,500, (iii) a borrowing of NT$3,500,000, approximately equivalent to $114,790, from Mengxin Industrial Co., Ltd. on June 22, 2017 pursuant to the Mengxin Line of Credit Agreement, and (iv) the Settlement Agreement entered by Mr. Chen-Yu Lian and Yao-Teh to forgive and cancel all the accrued interest of $21,000,366, and reduce the debt amount to NTD 150,000,000 (equivalent to $4,629,630) on July 25, 2017. The pro forma adjustment has been reflected as a decrease in notes payable and an increase to additional paid-in capital and accumulated deficit.

37

DILUTION

If you invest in the ordinary shares, your interest will be diluted to the extent of the difference between the initial public offering price per share and our net tangible book value per share after this offering. Dilution results from the fact that the initial public offering price per ordinary share is substantially in excess of the book value per ordinary share attributable to the existing shareholders for our presently outstanding ordinary shares.

Our net tangible book value on a consolidated basis as of December 31, 2016 was approximately US$-69,646,523, or US$-1.70 per ordinary share as of that date. Net tangible book value represents the amount of our total consolidated tangible assets, less the amount of our total consolidated liabilities. Dilution is determined by subtracting net tangible book value per ordinary share, after giving effect to the additional proceeds we will receive from this Offering, from the assumed initial public offering price of US$5 per ordinary share, which is the estimated initial public offering price set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and estimated offering expenses payable by us.

Without taking into account any other changes in net tangible book value after December 31, 2016, other than to give effect to our sale of the ordinary shares offered in this offering at the assumed initial public offering price of US$5 per share, the assumed initial public offering price, after deduction of the underwriting discounts and commissions and estimated offering expenses payable by us, our as adjusted net tangible book value as of December 31, 2016 would have been US$-56,096,523 at minimum and US$-23,546,523 at maximum , or US$-1.28 per share at minimum and US$-0.46 per share at maximum. This represents an immediate increase in net tangible book value of US$0.42 per share at minimum and US$1.24 per share at maximum to the existing shareholders and an immediate dilution in net tangible book value of US$6.28 per share at minimum and US$5.46 per share at maximum to investors purchasing ordinary shares in this Offering. The following table illustrates such dilution: 

	Per Ordinary Share
	Minimum		Maximum
Assumed initial public offering price	$	5		5
Net tangible book value as of December 31, 2016	$	-1.70		-1.70
As adjusted net tangible book value after giving effect to this Offering	$	-1.28		-0.46
Amount of dilution in net tangible book value to new investors in this Offering	$	6.28		5.46

A $1.00 increase (decrease) in the assumed public offering price of US$5 per share would, after giving effect to this Offering, increase (decrease) our as adjusted net tangible book value by US$3,000,000 at minimum and US$10,000,000 at maximum, the as adjusted net tangible book value per share by $0.07 per share at minimum and US$0.19 per share at maximum and the dilution in as adjusted net tangible book value per ordinary share and per share to new investors in this Offering by US$0.93 per share at minimum and US$0.81 per share at maximum, assuming no change to the number of ordinary shares offered by us as set forth on the cover page of this prospectus, and after deducting underwriting discounts and commissions and other offering expenses. 

The following table summarizes, on an as adjusted basis as of the date of this Registration Statement, the differences between existing shareholder and the new investors with respect to the minimum number of ordinary shares (in the form of ordinary shares) purchased from us, the total consideration paid and the average price per ordinary share and per share paid before deducting the underwriting discounts and commissions and estimated offering expenses. 

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											Average
	Ordinary Shares										Price Per
	Purchased					Total Consideration					Ordinary
	Number		Percent			Amount		Percent			Share
	(in $ thousands, except for share, per share and per share data, and percentages)
Existing shareholders		40,904,208		93.2	%	$	46,048		75.4	%	$	1.05
New investors		3,000,000		6.8	%		15,000		24.6	%
Total		43,904,208		100.0	%	$	61,048		100.0	%	$	5.00

The as adjusted information discussed above is illustrative only. Our net tangible book value following the completion of this Offering is subject to adjustment based on the actual initial public offering price of the ordinary shares and other terms of this Offering determined at pricing.

39

EXCHANGE RATE INFORMATION

Certain of our revenues and expenses are denominated in NTD. This prospectus contains translations of NTD amounts into U.S. dollars at specific rates. Unless otherwise noted, all translations from NTD to U.S. dollars and from U.S. dollars to NTD in this prospectus were made at a rate of NTD 30.15  to US$1.00, the exchange rate set forth in the H.10 statistical release of the Federal Reserve Board (the “Noon Buying Rate”) on May 12, 2017. We make no representation that any NTD or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or NTD, as the case may be, at any particular rate, at the rates stated below, or at all. The Taiwan government imposes control over its foreign currency reserves in part through direct regulation of the conversion of NTD into foreign exchange and through restrictions on foreign trade. On April 28, 2017, the Noon Buying Rate was NTD30.19 to US$1.00.

The following table sets forth information concerning exchange rates between the NTD and the U.S. dollar for the periods indicated. These rates are provided solely for your convenience and are not necessarily the exchange rates that we used in this prospectus or will use in the preparation of our periodic reports or any other information to be provided to you. The exchange rate refers to the exchange rate as set forth in the H.10 statistical release of the Federal Reserve Board.

			Noon Buying Rate
Period	Period end		Average(1)		Low		High
			(NTD per US$1.00)
2013		29.83		29.73		29.42		30.03
2014		31.60		30.38		29.87		31.60
2015		32.79		31.80		32.98		30.64
2016		32.40		32.22		31.05		33.74
2017
January		31.19		31.65		31.19		32.37
February		30.64		30.85		30.64		31.17
March		30.38		30.65		30.14		31.03
April		30.19		30.36		30.06		30.63
May		30.11		30.13		30.16		30.30
June		30.38		30.26		30.09		30.46
July		30.20		30.39		30.18		30.61
August		30.13		30.23		30.07		30.35

Sources: Federal Reserve Statistical Release H.10(512), from the website of the Board of Governors of the Federal Reserve System at http://www.federalreserve.gov.

(1) Annual averages are calculated using the average of the rates on the last business day of each month during the relevant year. Monthly averages are calculated using the average of the daily rates during the relevant month.

40

ENFORCEABILITY OF CIVIL LIABILITIES

We are incorporated in the British Virgin Islands to take advantage of certain benefits associated with being a British Virgin Islands exempted company, such as:

• political and economic stability;

• an effective judicial system;

• a favorable tax system;

• the absence of exchange controls or currency restrictions; and

• the availability of professional and support services.

However, certain disadvantages accompany incorporation in the British Virgin Islands. These disadvantages include, but are not limited to:

• the British Virgin Islands has a less developed body of securities laws as compared to the United States and these securities laws provide significantly less protection to investors as compared to the United States; and

• British Virgin Islands companies may not have standing to sue before the federal courts of the United States.

Our constitutional documents do not contain provisions requiring that disputes, including those arising under the securities laws of the United States, between us, our officers, directors and shareholders, be arbitrated.

Substantially all of our operations are conducted in Taiwan, and substantially all of our assets are located in Taiwan. A majority of our directors and executive officers are nationals or residents of jurisdictions other than the United States and most of their assets are located outside the United States. As a result, it may be difficult for a shareholder to effect service of process within the United States upon these individuals, or to bring an action against us or against these individuals in the United States, in the event that you believe that your rights have been infringed under the securities laws of the United States or any state in the United States.

We have appointed Maples Corporate Services (BVI) Limited, as our agent in the British Virgin Islands upon whom process may be served in any action brought against us under the securities laws of the United States.

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Maples and Calder, our legal counsel as to British Virgin Islands law, and Sha Hung Law Firm, our legal counsel as to Taiwanese law, have advised us, respectively, that there is uncertainty as to whether the courts of the British Virgin Islands and Taiwan, respectively, would:

• recognize or enforce judgments of United States courts obtained against us or our directors or officers predicated upon the civil liability provisions of the securities laws of the United States or any state in the United States; or

• certain original actions brought in each respective jurisdiction against us or our directors or officers predicated upon the securities laws of the United States or any state in the United States.

There is uncertainty with regard to British Virgin Islands law as to whether a judgment obtained from the United States courts under civil liability provisions of the securities laws will be determined by the courts of the British Virgin Islands as penal or punitive in nature. If such a determination is made, the courts of the British Virgin Islands will not recognize or enforce the judgment against a British Virgin Islands company. Because the courts of the British Virgin Islands have yet to rule on whether such judgments are penal or punitive in nature, it is uncertain whether they would be enforceable in the British Virgin Islands. Maples and Calder has advised us that although there is no statutory enforcement in the British Virgin Islands of judgments obtained in the federal or state courts of the United States, a judgment obtained in such jurisdiction will be recognized and enforced in the courts of the British Virgin Islands at common law, without any re-examination of the merits of the underlying dispute, by an action commenced on the foreign judgment debt in the court of the British Virgin Islands, provided such judgment:

• is given by a foreign court of competent jurisdiction;

• imposes on the judgment debtor a liability to pay a liquidated sum for which the judgment has been given;

• is final and there was no fraud on the part of the person in whose favor judgment was given or on the part of the court;

• is not in respect of taxes, a fine or a penalty or similar fiscal revenue obligations; and

• was not obtained in a manner and is not of a kind the enforcement of which is contrary to natural justice or the public policy of the British Virgin Islands.

Sha Hung Law Firm has further advised us that the recognition and enforcement of foreign judgments are provided for under the Civil Law of Taiwan. Taiwan courts may recognize and enforce foreign judgments in accordance with the requirements of Section 402 of the Civil Procedure of Taiwan and Article 4 Section 1 of the Enforcement Act of Taiwan based either on treaties between Taiwan and the country where the judgment is made or on principles of reciprocity between jurisdictions. Taiwan does not have any treaties or other form of reciprocity with the United States or the British Virgin Islands that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the Section 401 of the Civil Procedure of Taiwan Law, courts in Taiwan will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of Taiwan Law or national sovereignty, security or public interest. As a result, it is uncertain whether and on what basis a Taiwan court would enforce a judgment rendered by a court in the United States or the British Virgin Islands. Under the Civil Law, foreign shareholders may originate actions based on Civil law against us in Taiwan, if they can establish sufficient nexus to Taiwan for a Taiwan court to have jurisdiction, and meet other procedural requirements, including, among others, the plaintiff must have a direct interest in the case, and there must be a concrete claim, a factual basis and a cause for the suit. However, it would be difficult for foreign shareholders to establish sufficient nexus to Taiwan by virtue only of holding the ordinary shares.

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Corporate Structure

We own 100% of the issued and outstanding shares of HUANG JIA Country CLUB and Recreation Inc. (“Huang Jia”), a company incorporated on March 3, 2015 in Republic of Seychelles, which, in turn, owns 99.6% of the issued and outstanding shares in Yao-Teh, a company that was incorporated in May 1988 under the laws of Taiwan, R.O.C. and is in the business of developing, constructing, and operating golf course facilities. In addition, Huang Jia owns all of the issued and outstanding shares of Ta-Teh-Fu. Ta-Teh-Fu was incorporated in June 2001 under the laws of Taiwan, R.O.C. and is in the businesses of leasing golf carts and machinery and equipment to clients, including Yao-Teh.

On August 12, 2016, the sole owner and member of Ta-Teh-Fu sold all her membership interest in Ta-Teh-Fu to Huang Jia under the terms set forth in a Membership Interest Purchase Agreement. On August 23, 2016, Huang Jia purchased 99.6% of the issued and outstanding shares of common stock of Yao-Teh from three shareholders of Yao-Teh, pursuant to that certain Share Purchase Agreement. On October 12, 2016, all shareholders of Huang Jia exchanged all their shares in Huang Jia for ordinary shares of the Company pursuant to a Share Exchange Agreement.

The following chart illustrates our current organizational structure:

 

Corporate Information

Our principal executive offices are located at 106 Zhouzi Street, 4th Floor, 4E, Neihu District, Taipei, Taiwan (Republic of China) 11493. Our telephone number is 886-2-2658-2927 and our fax number is 02-2658-3114.

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SELECTED CONSOLIDATED FINANCIAL AND OPERATING DATA

The following selected consolidated statements of operations for the years ended December 31, 2015 and December 31, 2016, and selected consolidated balance sheet as of December 31, 2015 and December 31, 2016 have been derived from our audited consolidated financial statements included elsewhere in this prospectus. Our audited consolidated financial statements are prepared and presented in accordance with U.S. GAAP. Our historical results do not necessarily indicate results expected for any future periods. You should read this Selected Consolidated Financial and Operating Data section together with our consolidated financial statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this prospectus.

	For the years ended December 31,
	2016			2015
Revenues, net	$	1,278,551		$	1,213,410
Cost of revenues		1,785,289			2,033,716
Gross profit (loss)		(506,738	)		(820,306	)
Selling, general and administrative expenses		983,725			622,901
Loss from operations		(1,490,463	)		(1,443,207	)
Other income (expense)
Interest income		1,938			1,853
Interest expense		(1,861,617	)		(1,893,736	)
Other income - leasing		46,659			44,020
Loss on litigation settlement		-			(472,526	)
Total other income (expenses)		(1,813,020	)		(2,320,389	)
Loss before income taxes		(3,303,483	)		(3,763,596	)
Provision for income taxes expense		-			-
Net loss	$	(3,303,483	)	$	(3,763,596	)

44

MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with our consolidated financial statements and the related notes included elsewhere in this prospectus. This discussion contains forward-looking statements about our business and operations. Our actual results may differ materially from those we currently anticipate as a result of many factors, including those we describe under “Risk Factors” and elsewhere in this prospectus. See “Special Note Regarding Forward-Looking Statements.”

Overview

We are a holding company that, through our Subsidiaries, owns and operates a golf course and plans to develop and operate entertainment facilities for the contemplated Royal Country Club Spa & Resort, including hotels and spas, focused primarily on the East Asia market. We are a holding company of the following principal operating Subsidiaries: Yao-Teh, which holds part of the land upon which the Royal Country Club golf course is built and the Royal Country Club Spa & Resort will be constructed; Ta-Teh-Fu, which owns and leases almost all of its golf machinery and equipment to Yao-Teh and holds the rest of the entire parcel of land where the golf course and the Royal Country Club Spa & Resort will be located; and Huang Jia, a corporation currently managing and operating the Royal Country Club. Our future operating results are subject to significant economic, regulatory and competitive uncertainties and risks, many of which are beyond our control. See “Risk Factors—Risks Relating to Our Early Stage Development and Our Operations in General.”

Existing operations

The Royal Country Club has grown rapidly since the opening of the eighteen-hole golf course with the capacity to accommodate up to 1,300 players per day. In the fiscal year ended December 31, 2015 and 2016, we generated revenue of $1,213,410 and $1,278,551, respectively, substantially all of which was from the operations of the Royal Country Club.

Yao-Teh, Ta-Teh-Fu, and Huang Jia became our Subsidiaries in August and October 2016, when Huang Jia purchased 99.6% of Yao-Teh’s issued and outstanding shares and all of the membership interest in Ta-Teh-Fu and thereafter all shareholders of Huang Jia exchanged their shares of Huang Jia for ordinary shares of Imperial Garden & Resort. As a result of the share exchange and purchases described herein, Imperial Garden & Resort owns 100% of the issued and outstanding ordinary shares of Huang Jia, which in turn owns 100% of Ta-Teh-Fu’s membership interest and 99.6% issued and outstanding shares of Yao-Teh. In October 2016, we reorganized our corporate structure and consolidated our financial statements to reflect the transactions described above.

Development Projects

• The Royal Country Club Spa & Resort. We began to design the Royal Country Club Spa & Resort in the first quarter of 2015 and we have signed service contracts with a certain established architecture firm, hotel management company and resort and recreation facility design firm. We are targeting completion of Phase I of the Royal Country Club Spa & Resort and open the first hotel before the end of the fourth quarter of 2018. Phase I is expected to include completion of first hotel with approximately 250 rooms and suites under the Holiday Inn brand name together with a full hot spring spa, gardens, restaurants and bars. We estimate that we will open Phase II of the Royal Country Club Spa & Resort approximately in the third quarter of 2020. The second hotel to be built during Phase II is likely to be named under the Crowne Plaza brand with approximately 150 rooms and suites scheduled to open in 2020. The construction and operation of both phases are subject to the grant of imperative licenses, land reclassification and compliance with Taiwanese law.

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Factors Affecting Our Operating Results

Operation license for the golf course

Currently, we have the miscellaneous use license to operate the 18-hole golf course. Although we have the necessary licenses to construct a 36-hole golf course, we are required to amend our golf course development plan to reflect the change to the construction and operation of the 18-hole golf course from a 36 hole golf course. We have entered into a service contract with Yi-Cheng Huang, a consultant in Taiwan, to amend our golf course development plan, reclassify the land use and apply for the official operation license for the 18-hole golf course. Yi-Cheng Huang is responsible for preparing the relevant documents, including the Land and Water Reservation Plan and the Environmental Impact Report, revising the application materials to satisfy the comments and requirements from the Miaoli County, reclassifying our land as golf special district for entertainment purposes and thereafter submitting the application for the operation license. If we fail to obtain the operation license in a timely manner or at a reasonable cost, our golf course operation will remain limited to the testing stage, without the qualification to hold golf tournaments.

Liabilities and security interest on our land

As of December 31, 2016, we have accumulated liabilities of $33,942,888 from various banks and individual lenders that hold security of different priorities on our land which is crucial to our golf course operations and the development of the planned Royal Country Club Spa & Resort. We will face the risks of foreclosure on our land if we fail to pay off the debts due in a timely manner or fail to restructure and refinance the debts. Change of ownership or control of the land or imposition of restrictions on the land will likely affect our current business operations and development plans.

Visitation to Taiwan

After the Taiwan government relaxed the restrictions on mainland China visitors to Taiwan, visitation to Taiwan between 2008 and 2014 increased 160% during the seven-year period, jumping from approximately 3.8 million to approximately 9.9 million per year according to the data from the Tourism Bureau of M.O.T.C. Visitors from China comprised 40% of the Taiwan market. We believe that visitation and tourism revenue growth for the Taiwan market have been, and will continue to be, driven by a combination of factors, including liberalization of restrictions on travel to Taiwan from China, ease of currency restrictions to permit Chinese citizens to take larger sums of foreign currency out of China when they travel, a growing middle class in Asia with more disposable income and infrastructure improvements that are expected to facilitate more convenient travel to and within Taiwan. The recent cease of talk between China and Taiwan has contributed to the abrupt 30% decline of visitation from China to Taiwan. The change of relationship between China and Taiwan is a crucial and uncontrollable factor that has a substantial impact on the Taiwan tourism.

Overview of Financial Results

Revenues

Our revenues primarily consisted of greens fee charged for playing golf on the Royal Country Club from members and non-members and non-refundable membership initiation fees. During the fiscal year ended December 31, 2016, we derived revenue from sale of membership, green fees and leasing in an amount of $1,278,551. And for the fiscal year ended December 31, 2015, the revenue from sale of membership, green fees and leasing mounted to $1,213,410. The revenue generated during the years of 2016 and 2015 are not substantially different.

Other operating income

Other operating income comprises revenues that are not generated in the ordinary course of business. We generated income for renting to Miaoli Sports Center and Miaoli Conference Center and for providing spaces to Telecommunication service providers for interference of base stations. The revenues from leasing were $46,659 and $44,020 for the years ended December 31, 2016 and 2015, respectively.

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Liabilities, security and contingencies

As of December 31, 2016, we and our Subsidiaries have outstanding balances with credit institutions and individual persons that hold security interest on our land in various manners. Our bank loans, categorized by the borrowing entities in fiscal year 2016 and 2015, were as follows:

	December 31,
	2016		2015
Bank loans from Ta-Teh-Fu	$	1,803,086	$	1,949,985
Bank loans from Yao-Teh	$	3,530,608	$	4,685,931
Total	$	5,333,694	$	6,635,916

In addition to bank loans, Cheng-Yu Lian, an individual person, held a lien on the land owned by Yao-Teh because of a loan agreement entered into by and between Geng-Meng Lin, the then vice president of Yao-Teh, and Cheng-Yu Lian on June 25, 1993. As of the date of this registration statement, Yao-Teh is negotiating with Cheng-Yu Lian to settle the balance of the loan, which was due a long time ago. As of December 31, 2016 and December 31, 2015, the loan balance was $10,365,432 and $10,242,147, respectively. As of December 31, 2016 and December 31, 2015, the accrued interest balance was $21,000,366 and $19,275,721, respectively. On July 25, 2017, Mr. Chen-Yu Lian and Yao-Teh executed the Settlement Agreement whereby Mr. Lian agreed to cancel approximately $21,000,000 of interest accrued on the notes payable owed by Yao-Teh to Mr. Lian. In addition, pursuant to the Settlement Agreement, the principal of the notes payable is reduced to approximately $4.6 million from the original amount of $10,365,432.

Furthermore, as of December 31, 2016, Yao-Teh recorded an accrued litigation settlement of approximately $231,481 owed to Lang-Sheng Lin, an individual person, who won a settlement against Yao-Teh in a lawsuit regarding the trust registration agreement entered into by Yao-Teh and Lang-Sheng Lin. Mr. Lin agreed to transfer the title of land associated with the trust registration agreement back to Yao-Teh after Yao-Teh pays him the entire settlement.

Operating costs and expenses

The operating cost relates to the operations of the Royal Country Club, including the golf course and the snack bar.

Our operating costs and expenses have historically consisted primarily of expenses for operating the golf course, general and administrative expenses, advertising cost, depreciation of real property and equipment. Cost of revenues was $1,785,289 for the year ended December 31, 2016, a 12% decrease, compared to $2,033,716 for the year ended December 31, 2015. The decrease was mainly due to less one-time charged repair and maintenance costs incurred during 2016.

Selling, and general and administrative expenses consist primarily of salaries and benefits paid to our administrative and finance personnel, cleaning, maintenance and overhead costs and general costs associated with our corporate offices and professional services fees. We expect our total general and administrative expenses to increase as we hire additional personnel for our corporate offices and new resort operations and as we incur costs associated with our obligations as a listed company.

The depreciation of property and equipment is calculated on the straight-line method, including property and equipment under capital leases, based on the following useful lives:

	Estimated Life in Years
Land improvements		50
Buildings and building improvements		15
Machinery and equipment		5
Office equipment		5

The non-refundable membership initiation fees are amortized on a straight line basis upon the inception of the Royal Country Club over the estimated life of fifty years. During the fiscal year ended December 31, 2016 and 2015, we recorded the amortization of the non-refundable membership initiation fees in an amount of $251,720 and $248,726, respectively.

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Interest Expense

Interest expense consisted of interest expenses with respect to advances from Taiwan Cooperative Bank, Taiwan Business Bank and various individual lenders. During the fiscal year ended December 31, 2016 and 2015, we paid interest expenses in amounts of $34,139 and $39,410, respectively.

We and our Subsidiaries accrued interest expenses in aggregate amounts of $1,827,478 and $1,854,326 during the fiscal years ended December 31, 2016 and 2015, respectively.

The shareholder who provided credits to the Company or its Subsidiaries did not charge interest on his advances to us.

Income tax expenses

Imperial Garden & Resort, Inc. is incorporated in the British Virgin Islands. Under the current laws of the British Virgin Islands, the Company is not subject to income tax.

Our subsidiary, Huang Jia, is incorporated in Republic of Seychelles, which does not tax income.

Our subsidiaries, Yao-Teh and Ta-Teh-Fu, are incorporated in Taiwan, which imposes a unified enterprise income tax at the rate of 17% on all enterprises with taxable income greater than approximately NT$120,000, equivalent to approximately $3,660. Because the Company and its Subsidiaries suffered operating losses during the periods ended December 31, 2016 and 2015, no income tax liabilities existed as of December 31, 2016 and 2015.

Results of Operations

The following discussion relates to our consolidated results of operations, financial condition and capital resources. You should read this discussion in conjunction with our consolidated financial statements and the notes thereto contained elsewhere in this prospectus.

Fiscal Year Ended December 31, 2016 Compared to Fiscal Year Ended December 31, 2015

Revenue

	For the fiscal year ended
	December 31,				Increase
	2016		2015		(Decrease)
Revenue:	$	1,278,551	$	1,213,410	$	65,141
Other income:
Other income- leasing	$	46,659	$	44,020	$	2,639
Total revenue	$	1,325,210	$	1,257,430	$	67,780

Income derived from sales of membership initiation fees and admission fees increased by $65,141, or 5.37%, from $1,213,410 in the fiscal year ended December 31, 2015 to $1,278,551 in fiscal year ended December 31, 2016 because we generated substantial income from the green fees in the fiscal year of 2016.

48

Leasing revenue increased by $2,639, or 6.0%, from $44,020 in fiscal year ended December 31, 2015 to $46,659 in fiscal year ended December 31, 2016, which was not considered a substantial change.

Expenses

	For the fiscal year ended
	December 31,				Increase
	2016		2015		(Decrease)
Selling, general and administrative expenses	$	983,725	$	622,901	$	360,824
Other expenses:
Interest expenses	$	1,861,617	$	1,893,736	$	(32,119	)
Loss on litigation settlement	$	-		472,526		(472,526	)
Total expenses	$	2,845,342	$	2,989,163	$	(143,821	)

Selling, and general and administrative expenses has increased by approximately 58% to $983,725 for the year ended December 31, 2016 compared to $622,901 for the year ended December 31, 2015. Such increase was primarily attributable to the increase in payroll expenses and employees’ labor and health insurances, and professional service fees.

Litigation expenses in an amount of $472,526 were incurred in the fiscal year ended December 31, 2015 only, not in fiscal year ended December 31, 2016 because we recorded a loss for the obligation of paying settlement for a lawsuit in the amount of $472,526, half of which was paid and transferred to the other party in the lawsuit during the period ended December 31, 2015.

Foreign exchange translation

A foreign exchange loss of $708,209 was recorded in the fiscal year ended December 31, 2016 compared to a gain of $2,452,250 in the fiscal year ended December 31, 2015 reflecting the adjustment of the balances of foreign currency assets and liabilities at the prevailing exchange rates except for those foreign currencies denominated investments in the ordinary shares of the Company, the difference of which is accounted for as translation adjustments under stockholders’ deficit.

Loss for the period

As a result of the foregoing, our loss attributable tour common stock shareholders for the period after income tax decreased by $472,167, or 12.55%, from $3,763,596 in fiscal year ended December 31, 2015 to $3,291,429 in fiscal year ended December 31, 2016.

Given our and our Subsidiaries’ history of recent losses, we have not recognized any significant deferred tax assets as of December 31, 2016 and 2015.

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Liquidity and Capital Resources

We have incurred net losses and negative cash flows during the fiscal years ended December 31, 2016 and 2015 and as of December 31, 2016 we accumulated net losses of $3,291,429 attributable to us. We anticipate that we will continue to incur losses for at least the next fiscal year as we develop the Royal Country Club Spa & Resort. We expect that our general and administrative expenses will continue to increase as we continue expanding our staff personnel. Also we need additional capital to fund our development, construction and operations of the contemplated Royal Country Club Spa & Resort.

We had bank loans, including current and non-current borrowings, in aggregate amounts of $5,333,694 and $6,635,916 respectively in the fiscal years ended December 31, 2016 and 2015.

As of December 31, 2016, we had cash and cash equivalents of $26,832. Cash in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation. Currently, our excessive cash and cash equivalents are held in high quality credit institutions. We do not enter into financial instruments for hedging, trading or speculative purposes.

As of December 31, 2016, the Company owed Mr. Chen-Yu Lian approximately NTD 335 million (or approximately $10.4 million) in principal and $21 million in accrued but unpaid interest. In 1993,  the Company did not recognize the said loan owed to Mr. Chen-Yu Lian (the “Chen-Yu Lian Loan”), and as such, the loan was not reflected on the Company’s financial statements at that time because the loan was made pursuant to a loan agreement (the “Chen-Yu Lian Loan Agreement”) between two individuals, Mr. Chen-Yu Lian and Mr. Geng-Meng Lin, who was then the Vice-President Yao-Teh, one of the subsidiaries of the Company.

In securing such loan, Mr. Lin represented to Mr. Chen-Yu Lian that he acted on behalf of Yao-Teh for purposes of obtaining the short-term loan. Mr. Lian relied on an authorization letter (the “Geng-Meng Lin Authorization Letter”) executed by Mr. Lo stating that Mr. Geng-Meng Lin was authorized to seek loans on behalf of Yao-Teh for its working capital. On June 25, 1993, Mr. Chen-Yu Lian and Mr. Geng-Meng Lin entered into the Chen-Yu Lian Loan Agreement, pursuant to which Mr. Lian provided a loan of approximately NTD 400 million, with an interest rate of 1.2% per month, secured by the land owned by Yao-Teh, for a term of six months.

The Company has represented that it did not receive the proceeds from the said loan. Since the said loan was not repaid in a timely manner, Mr. Chen-Yu Lian filed a payment demand against the Company in a Taiwanese court (the “Taiwanese Court”). On January 16, 2008, based on the Geng-Meng Lin Authorization Letter and Chen-Yu Lian Loan Agreement, the Taiwanese Court issued an order requiring Yao-Teh to pay Mr. Lian a principal amount of approximately NTD 335 million ($10.3 million) with accrued and unpaid interest at the rate of 14% per annum that started accruing from December 6, 2002.

As a result of the court order, the Company recorded the Chen-Yu Lian Loan in the principal amount of approximately NTD 335 million as of December 6, 2002. The principal amount of the said loan was recognized as non-current liabilities- notes payable on the Company’s consolidated balance sheet. The interest accrued on such loan was recorded under current liabilities- accrued expenses and other current liabilities on the Company’s consolidated balance sheet.

On May 1, 2016, Mr. Chen-Yu Lian entered into an extension agreement (the “Chen-Yu Lian Extension Agreement”) with Yao-Teh agreeing to extend the repayment of the Chen-Yu Lian Loan for an infinite period of time.

On July 25, 2017, Mr. Lian and Yao-Teh executed a settlement agreement (the “Settlement Agreement”) whereby Mr. Chen-Yu Lian agreed to cancel approximately $21,000,000of interest accrued on the notes payable and the interest portion of which was recorded as part of the current liabilities in the audited financial statements of the 2016 fiscal year. In addition, pursuant to the Settlement Agreement, the principal of the notes payable was reduced to NTD 150,000,000 (approximately $4.6 million) from the original amount of $10,365,432. The creditor agreed not to demand the repayment of the principal portion in the near future.

On May 16, 2017, Mr. Fun-Ming Lo and the Company entered into the “Line of Credit Agreement, pursuant to which Mr. Lo agreed to provide, upon request of the Company, advances to fund the operations of the Company in a maximum amount of $3,000,000 in order to mitigate the shortage of working capital. In accordance with the terms of the Line of Credit Agreement, all loan amounts outstanding under such Agreement will be paid with accrued but unpaid interest on or before January 1, 2020 (the “Maturity Date”) and the Company’s Board shall approve by resolutions each request for funds under such Agreement. All loans made under this Line of Credit Agreement shall be unsecured and bear an interest rate of 2.5% per annum of the outstanding balance from time to time, payable on or before the Maturity Date.

On June 9, 2017, Yao-Teh entered into the Mengxin Line of Credit Agreement Mengxin Industrial Co., Ltd., a Taiwanese company incorporated in 1996. Mengxin is an established Taiwanese company engaged in the business of developing, manufacturing and selling sustainable synthetic construction materials in over sixty countries. Mengxin and Yao-Teh have in the past cooperated on various business projects and the principals of the two companies have a long-standing relationship.

Pursuant to the Mengxin Line of Credit Agreement, Mengxin agreed to provide Yao-Teh upon its request with loans in an aggregate amount of up to NTD 1.2 billion (approximately $39.75 million U.S. dollars). The terms of the Line of Credit shall be for a period of three years commencing on June 9, 2017. The loans shall bear interest at a rate of 4.5% per annum and shall be accrued on the outstanding balance of the loan from the occurrence date of each loan until the fifth year anniversary of each loan. Yao-Teh shall pay interest on the outstanding balance of each loan and pay the principal amount of each loan at the end of the respective five-year period.

To secure the amount of the loan, Mengxin will be granted a lien, in the nature of a mortgage, in the aggregate amount of the loans on the land owned by Yao-Teh. The land had an appraisal value of approximately NTD 5.6 billion (approximately $185 million U.S. dollars) according to an appraisal report dated as of June 18, 2013 and the Company’s management believes that the encumbered land has a market value of at least NTD 8 billion (approximately $265 million U.S. dollars) as of May 2017.

As of the date of this Registration Statement, Yao Teh obtained from Mengxin a loan of NTD 3.5 million (approximately $114,910) which will be used for the Company’s general working capital purposes.

Cash Flows

The following table sets forth the primary sources and uses of cash for each of the periods set forth below:

	For the year ended December 31,
	2016			2015
Net cash provided by operating activities	$	182,806		$	23,058
Net cash used in investing activities	$	(88,738	)	$	(74,615	)
Net cash used in financing activities	$	(171,288	)	$	(173,889	)

Operating activities. For the twelve months ended December 31, 2016 and 2015, net cash provided by operating activities was $182,806 and $23,058, respectively. We used cash raised from other current liabilities and the shareholder’s advances in all periods to fund our operations.

Investing activities. Net cash used in investing activities was $88,738 and $74,615 in the fiscal year ended December 31, 2016 and 2015, respectively, which was used to purchase fixed assets for both of the fiscal years.

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Financing activities. For the twelve months ended December 31, 2016 and 2015, net cash used in financing activities was $171,288 and $173,889, respectively. Cash used in financing activities were spent on repaying bank loans during the two fiscal years described herein and cash provided by financing activities resulted from proceeds of the loans of related parties in the fiscal years of 2016 and 2015.

Critical Accounting Policies and Estimates

Management’s discussion and analysis of our results of operations and liquidity and capital resources are based on our consolidated financial statements. Our consolidated financial statements were prepared in conformity with U.S. GAAP. Certain of our accounting policies require that management apply significant judgment in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, management evaluates those estimates, including those relating to the estimated lives of depreciable assets, impairment of long lived assets, contingent assets and revenue recognition. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and therefore actual results could differ from our estimates.

Our significant accounting policies are detailed in “Note 3 Summary of Significant Accounting Policies” in the Company’s consolidated financial statements for the years ended December 31, 2016 and 2015. We have summarized below the accounting policies of particular importance to the portrayal of our financial position and results of operations and that require the application of significant judgment or estimates by our management.

Revenue Recognition

We recognize revenue derived from greens fees when such a fee is charged to a golf player, both member or non-member, when our services is rendered.

Revenue from non-refundable membership initiation fees is recognized over the estimated life of the facilities on a straight-line basis upon inception of the club. As of December 31, 2016 and December 31, 2015, the weighted average remaining period over which non-refundable membership initiation fees will be recognized is approximately 29 years and 30 years, respectively.

Accounts receivable and credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and restricted cash. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation’s insurance limits. The Company does not enter into financial instruments for hedging, trading or speculative purposes.

Concentration of credit risk with respect to trade and notes receivables is limited due to the wide variety of customers and markets in which the Company transacts business, as well as their dispersion across many geographical areas. The Company performs ongoing credit evaluations of its customers and generally does not require collaterals, but does require advance deposits on certain transactions.

Operating Results

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company and its Subsidiaries have incurred an accumulated deficit of $74,087,309 as of December 31, 2016. The Company has generated revenue of $1,278,551 for the fiscal year ended December 31, 2016.

Off-Balance Sheet Arrangements

As of December 31, 2016, we have no off-balance sheet arrangements that have or are reasonably likely to have current or future material effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity or capital resources.

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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

As of December 31, 2016, we have no changes in and disagreements with accountants on accounting and financial disclosure.

Quantitative and Qualitative Disclosures about Market Risks

We are exposed to market risks related to changes in interest rates and exchange rates.

As of December 31, 2016 and 2015, we had cash and cash equivalents of $26,832 and $97,586, respectively, primarily held in bank accounts and term deposits. Our primary exposure to market risk is interest rate sensitivity, which is affected primarily by changes in the general level of Taiwanese interest rates.

Foreign currency transactions are translated into functional currency using the exchange rates prevailing at the date of the transactions. Exchange rate differences are recognized in the consolidated income statement. We are exposed to fluctuations in foreign currencies that arise from foreign currencies held in bank accounts. Our foreign exchange exposure is primarily the U.S. dollar. Foreign currency translation risk is not hedged.

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BUSINESS

 

The Royal Country Club Golf Course

Business Overview

We, together with all of our Subsidiaries, currently own approximately 485.1 acres of land located in the Miaoli County, Taiwan, Republic of China (“R.O.C.”) where we operate a golf course known as “The Royal Country Club,” which occupies approximately 197.7 acres of land. The Royal Country Club has a renovated18-hole golf course, golf shop, snack bar and locker rooms. The golf course is designed by Robert T. Jones, a world renowned golf architect.

Miaoli is approximately three times the size of Singapore, with approximate 560,000 inhabitants, and is located in western Taiwan, which is approximately 59.5 miles south of Taipei, the capital of Taiwan, R.O.C. Miaoli is contiguous with the Hsinchu City to the north, the Taichung City to the south, and borders the Taiwan Strait to the west. Known as the "Mountain Town", Miaoli is a popular destination for hiking owing to a large number of mountains. Natural hot springs in Miaoli and the aboriginal culture (Hakka) attract tourists all year round.

In addition to operating the golf course, we aim to build the “Royal Country Club Spa & Resort,” a premier resort that will include two hotels as well as a collection of recreational activities. The architecture and gardens in our resort will be designed and arranged to recreate a scene reflecting Japan in the 17th century. We believe that our officers’ and strategic partners’ managerial expertise in hospitality, entertainment and construction and resources in resort and golf course development, management, marketing and financing in Taiwan will be an integral part in fully executing our business plan

We have entered into a binding letter of intent with and made an initial payment of $140,000 to IHG pursuant to which IHG has agreed to manage the two hotels to be constructed on our site. Our current plans include changing the landscape of the golf course to include a floral garden, with the end in view of making it one of the most scenic golf venues in Taiwan. For this purpose, we have engaged Cuningham as the designer for our entire resort. In addition, we are currently in preliminary discussion with various leading consulting companies regarding the management of various entertainment activities to be built in the resort. At the present time, we intend to engage Bayshore Pacific Leisure, Ltd., a well-established entertainment consulting company that focuses on activity and park design, equipment supply and entertainment center management in China, Hong Kong and Taiwan.

It is anticipated that upon the completion of this offering, and assuming that the proceeds of at least $50,000,000 is received, we will be able to complete the first phase of our current plan, which consists of the construction of a premium hotel with an aggregate of two hundred and fifty (250) rooms or units, a full service hot spring spa and affiliated hot spring therapy center, several courtyard gardens, pools, in addition to the existing golf course. Upon raising another $150,000,000 of equity and/or debt, we anticipate that, although we cannot guarantee, we will be able to complete the second phase of our construction plan, which contemplates the construction and development of a second luxurious hotel with an aggregate of one hundred and fifty (150) rooms or units, another full service hot spring spa and affiliated hot spring therapy center, three upscale restaurants serving Chinese, American and European dishes, pools and water slides, a large Japanese garden hosting the golf course, a multi-purpose center for weddings and conferences and a shopping and entertainment village. The resort contemplated by the management team comprise of these two phases of the construction. The designs for this resort have been completed by Cuningham.

We anticipate completing the two initial phases according to the following timeline assuming we can raise $200,000,000:

• Complete Phase I by the third or fourth quarter of 2018

• Complete Phase II before the third quarter of 2020

• Launch the resort with full function by the third quarter of 2020

Phase I will include construction of a hotel with full service hot spring spa facilities inside, courtyard gardens and pools. We plan to start the construction from the north side of the resort land in order that we can continue to operate the golf course, which is located on the south side of the construction site. Phase II will include construction and development of the second hotel, which will feature a full service hot spring spa, a multi-purpose event center, a shopping and dining village and other venues for recreational purposes.

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Our target customer base includes golfers, corporate executives, business people, and families. Upon completion of Phase II, we will provide comprehensive recreational and business services all year round in the resort where our guests can enjoy various indoor and outdoor amenities. We believe that upon the completion of the two phases of the Royal Country Club Spa & Resort, we will become more competitive in the Taiwan resort and entertainment space. We also believe upon completion of the two phases of the new construction, our Royal Country Club Spa & Resort will be one of the well-known attractions in Asia that will draw more tourists from around the world.

Hospitality and Entertainment Industries in Taiwan

Background

Taiwan’s hospitality sector is thriving, buoyed by the island’s transformation into what is deemed to be an up-and-coming destination for Asian travelers. In November, 2007, the National Geographic Traveler, a popular travel magazine in the United States, published a 13-page special report to introduce Taiwan’s diverse sights and cultural features, acclaiming that “Taiwan is Asia’s best-kept secret.” After the Taiwanese government eased some of the restrictions on Chinese visitors in 2008, the tourism in Taiwan grew and the boom has been consistently changing the face of Taiwan’s hospitality sector ever since. From 2008 to 2014, the number of foreign tourists jumped from 3.8 million to 9.9 million per year, reflecting a 160% increase for the seven-year period. Particularly from 2013 to 2014, the number of international travelers increased by 23.63% according to the data from the Tourism Bureau of Ministry of Transportation and Communications (“M.O.T.C.”). The statistics from the Tourism Bureau of M.O.T.C. revealed that the numbers of visitors from China, Japan, South Korea, and Malaysia all rose by double-digits. Tourists from South Korea form Taiwan’s fastest growing foreign tourist market. In 2014 alone, the number of South Korean arrivals rose by 60% year-on-year to more than 527,000. Moreover, visitors from mainland China now comprise 40% of the Taiwan tourist market. Since 2008, the number of tourists from Hong Kong has more than doubled, from 619,000 to 1.51 million in 2015. The number of tourists from Japan has also risen from less than 1.1 million in 2010 to 1.6 million in 2015. In 2016, the Tourism Bureau of M.O.T.C. disclosed that the number of visitors coming to Taiwan totaled 7,505,457 in 2015. We anticipate that the development of this world-class resort will attract not just foreign visitors but local Taiwanese visitors as well.

While Taiwan’s leisure travel market is growing at a rapid pace, the percentage of business travelers to Taiwan decreased from one-third of all tourist arrivals in 2000 to just one tenth in 2015, according to the government data. In 2015, approximately 758,889 business travelers arrived in Taiwan compared to 769,665 business travelers in 2014. Studies made by CBRE Research (“CBRE”) attribute such a decline to the trend that a number of international companies are shifting their business operations to China.

We believe that the development and launch of new luxury hotels would herald a turnaround for the business travel sector that had been stagnant for the first decade of the new millennium. Recently, top global hospitality brands, which ignored Taiwan for years as they expanded their territories in mainland China and Southeast Asia, are now considering Taiwan as a viable location for new luxury hotels. The overall hospitality business has become bullish in Taiwan and investor appetite has appeared strong. Some of global hospitality companies are changing the landscape in Taipei’s five-star hotel segment, which plays a critical role in attracting high-end leisure travelers and business people. As of 2010, Taipei had four internationally branded five-star hotels: the Grand Hyatt, the Shangri-La’s Far Eastern Plaza, the Westin and the Regent, which while locally owned, had an international presence.

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After the Chinese Civil War in 1949, the relations between China and Taiwan were characterized by tensions and instability. After the 2008 presidential election in Taiwan, the relationship between mainland China and Taiwan improved and thereafter, the Cross-Strait business has grown rapidly ever since. As a result, the number of business travelers from China to Taiwan has increased gradually, which in turn benefited a number of five-star hotels in Taiwan as business travelers usually choose to stay in luxurious hotels.

Our Market Opportunity

We believe that our resort, as envisioned, will be able to surpass other recreational resorts and golf courses in Taiwan, including existing theme parks, amusement parks, resorts and hotels that are near places of interest.

Hospitality and recreational businesses are generally evaluated by the following criteria: location, occupancy rates, reputation, uniqueness, perceived quality of the attractions and amenities (such as golf courses, spas and theme parks), atmosphere and cleanliness of the attractions and amenities, quality of the accommodations, quality of food and beverages, service levels and reservation systems.

Based on the criteria mentioned above, we believe that we face minimal competition from local businesses, due to the fact that there is currently no upscale hotel or resort in the Miaoli County that is comparable to the resort we intend to build. Hotels or motels in Miaoli are generally small. For example, the Sunrise Country Club in Taoyuan has only 84 rooms. Another medium sized hotel nearby has 66 rooms with few amenities other than the hot spring facilities. In addition, there is another hotel 50 miles away from our golf course which, although managed by a reputable management team, is located at least 40 minutes off of the Zhongshan highway. The rest of hotels and resorts in Miaoli do not have any amenities other than golf courses, and as such, we believe they are not comparable to our resort that we intend to construct.

Location and Transportation

We, through Yao-Teh, own and occupy a parcel of land of approximately 484.3 acres in Miaoli, Taiwan where the Royal Country Club is and the Royal Country Club Spa & Resort will be located. The property includes 220 lots in Dataoping section, Zaoqiao township and Laotianliao Section, Touwu township. Yao-Teh’s land is currently categorized as hill land which we are in the process of turning into a golf special district for entertainment purposes. In addition to Yao-Teh’s hill land, Ta-Teh-Fu owns another parcel of land of approximately 0.71 acres consisting of 26 lots in Gongjing section, Miaoli. Ta-Teh-Fu holds the land for real estate investment purposes.

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Site Plan of the Property

Our Royal Country Club Spa & Resort will be located in Miaoli, a renowned tourist destination famous for its rich scenic resources, including mountains, rivers, milky opaque carbonic acid natural hot springs as well as its well preserved Hakka culture and Taiwanese aboriginal habitation. A large number of foreign visitors travel to Miaoli every year to enjoy the annual memorial ceremony/holiday held by Saixia people, an indigenous group. Miaoli has no industrial business and as a result, its well protected natural beauty attracts millions of domestic and international tourists to Miaoli every year. In the year of 2015, there were 1,875,574 arrivals according to the Tourism Bureau of M.O.T.C. The Taiwan High Speed Rail passes north to south through Miaoli and has a station in the county. Our golf course is just 10 miles away from the Miaoli High Speed Rail station.

Visitors can easily access the Royal Country Club Spa & Resort from all directions. It is approximately 60 minutes away from the Taipei International Airport or the Taiwan Taoyuan International Airport, 20 minutes from the Miaoli High Speed Rail station, 20 minutes away from the Hsinchu City, a home of high tech companies in Taiwan, and 40 minutes from Taichung, the third biggest city in Taiwan. In addition, upon request, we provide pick-up and drop-off services to customers between the airports and our resort.

Our Services and Facilities

1. Existing Facilities at the Resort

The Royal Country Club- the Golf Course

Originally built and opened for business in 1966, the golf course was renovated in 1994. After the major renovation, the golf course has continued its operation since 1994. It is an 18-hole tournament golf course designed by Robert Trent Jones Jr., a world renowned golf course architect. The fairways are not long, but the undulating terrain and various obstacles make this venue very challenging. Professional golf players in Taiwan consider the course moderately to highly challenging as on average, golfers are forced to take eight to ten more strokes to finish a game. There are approximately 50,000 rounds of golf played on average every year on this golf course. The Royal Country Club golf course is also recognized one of the most beautiful golf venues in Taiwan. To avoid loss of soil caused by severe weather conditions, the golf course has adopted an underground drainage system of high quality Japanese pipes which are about 35 kilometers (21.7 miles) in length. Also the golf course is planted with Tifdwarf, a type of grass that grows very quickly and is popular among professional golf courses. So far the golf course has not suffered any irreversible loss or damage due to severe weather or other controllable causes. The golf course is currently in operation and opens to the public. Additionally, golfers have the option to become members of the club, which provide certain benefits, including but not limited to, reduced fees to play golf.

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Our golf course has been at the testing operation stage for the past 23 years. During the fiscal year ended December 31, 2016 and 2015, we have generated revenue of approximately $1,278,551 and $1,213,410, respectively, and after foreign currency adjustment, comprehensive loss of $3,999,638 and loss of $1,311,346, respectively.

The Licenses and Permits for the Royal Country Club

Yao-Teh originally planned to build a 36-hole golf course and obtained the Establishment Permit in 1988, the Development Permit in 1990, five miscellaneous Construction Licenses between 1991 and 1992. Yao-Teh completed the construction of the first eighteen holes of the 36-hole golf course in 1994 and thereafter received three miscellaneous Operation Licenses. However, due to land ownership disputes and certain land classification unsuitable for golfing purpose, Yao-Teh was forced to abandon the plan of building a 36-hole golf course and instead settled with the 18-hole course which was completed at that time. Because the 18-hole golf course does not comply with the description on the permits and licenses obtained for the 36-hole golf course, Yao-Teh needs to amend all the permits and licenses and thereafter reclassify the land as golf special district. We currently operate the golf course on a testing basis. Upon finishing the land reclassification, it will probably take us three months to receive the Operation License for the 18-hole golf course. We have engaged Mr. Yi-Cheng Huang to obtain all the necessary licenses and permits for the golf course in order to make the golf course run in its full capacity and with full functionality. Yi-Cheng Huang estimates that he will probably finish the entire application process and obtain the Operation License for the Royal Country Club in 2018. For more information about the license procurement procedure and risks associated thereof, please review Exhibit 99.2 Letter from Yi-Cheng Huang.

2. Facilities To Be Constructed

The Royal Country Club Spa & Resort

We plan to construct the following facilities in two phases, Phase I and Phase II. Cunningham has provided a complete design for all facilities to be constructed and the blueprint of the entire resort. During Phase I, the golf course will remain in operation until the opening of the first hotel and hot spring spa. After that, during Phase II of the construction, we may close the golf course periodically to facilitate the construction of the second hotel and affiliated amenities. Upon completion of Phase II, the golf course will serve its golfing function for a few days in a week and as a garden for the rest of the week. The resort will continue generating revenues throughout the two phases and thereafter from various sources, including golfing, lodging, hot spring spa services, shopping, and admission fees to gardens.

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The Plan for Phase I Site

To materialize our two-phase plan, we intend to use a large portion of the first $15,000,000 raised through this issuance to construct fourteen (14) roshare, set up water, electricity, internet, natural gas pipelines, and other infrastructure necessary to make a hotel functional. In addition, the rest of the first $15,000,000 will be devoted to the natural hot spring spa. When we raise $50,000,000 from this issuance, we will be able to finish the construction of Phase I and part of the entertainment facilities. When we hit the benchmark of $200,000,000 through various financing avenues, we will be able to complete the entire construction plan, which includes building two new hotels, reforming the golf course to a floral garden/ golf course, and developing various gardens, spas, shops, and other entertainment facilities.

The Hotels

 

Illustration of the Designs of the Hotel Rooms

We have entered into a binding Letter of Intent with IHG with respect to implementing marketing campaigns that will effectively target individuals within certain domestic and international markets. We have paid an amount of $140,000 to IHG for its consulting service. Subject to future modifications and adjustments, we plan to use the Holiday Inn brand for the first hotel and the Crowne Plaza Hotel brand the second hotel. After evaluating different architecture firms, we have narrowed down to few outstanding candidates for the design of the two hotels and will settle down with one of the shortlisted candidates as soon as possible.

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We intend to make Holiday Inn a high-end, full service hotel that will feature a number of amenities commonly found in comparably priced hotels. We expect to build 230 standard and family style rooms, 10 elite suites, 3 presidential suites and 7 bungalows, totaling 250 units, by 2018. Water, as a symbol for inspiration and amorphousness in Chinese culture, will set the magic tone for Phase I. Behind a water-themed gate coming to visitors’ view are winding creeks, delicate bridges and exotic plants. Walking on narrow trails along the streams, guests would easily forget about the busy world outside and indulge themselves in this enchanted water fairytale. Travelers will be able to go to other parts of the Royal Country Club Spa & Resort and surrounding mountains through pathways inside the resort.

By 2020, we anticipate, although cannot guarantee, that we will be able to complete the Crowne Plaza Hotel with 150 rooms. Each room will have premium amenities which are typically found in a five-star hotel and in compliance with top tier requirements issued by the Tourism Bureau, M.O.T.C. Phase II constructions will emphasize the elegant Japanese architecture with man-made hills and creeks winding in mist. The reception desks, public areas and pathways in the Crowne Plaza Hotel will highlight the Japanese royal style featuring the multi-layered design. The Crowne Plaza Hotel will reserve abundant open space for people to enjoy the view of the gardens, golf course and lakes which will be decorated by tens of thousands of flower bushes and trees. According to the Cuningham’s blueprint, upon completion of Phase II, guests will be able to stay at luxurious hotels, explore the gardens and the Shopping & Entertainment Village, play golf in an 18-hole golf course, experience hot springs, and use the multi-purpose pavilions and conference centers all at the Royal Country Club Spa & Resort.

The description of the two phases is based on Cuningham’s business plan and may be changed during the construction for practical purposes.

The Licenses and Permits for the Royal Country Club Spa & Resort

With respect to the necessary licenses and permits to build and operate the contemplated resort we have engaged Yi-Cheng Huang to assist us in the reclassification of our land as a golf special district for entertainment purposes so that we can construct hotels and other resort facilities as we have planned for the Royal Country Club Spa & Resort. Mr. Huang estimates, although no assurance can be given, that the land reclassification process will be completed by the third quarter of 2017.

Simultaneously Chang Chen-Bin Architecture Firm is preparing relevant documents to obtain the Development Permit and Construction License for the new resort. It is estimated that we need approximately nine months to obtain such Development Permit and Construction License. After the land is reclassified for entertainment purposes and proper permit and license are issued, we will have the qualification to begin construction of the resort. Upon completion of the construction, Chang Chen-Bin Architecture Firm shall, on our behalf, apply for the Operation License for the Royal Country Club Spa & Resort. The architecture firm predicts that it generally takes 60 days to get the Operation License. For more information about the licenses and permits to develop and operate the resort, please review Exhibit 99.3 Letter from Chang Chen-Bin Architecture Firm.

The Nature Park of Gardens

At Royal Country Club Spa & Resort, Japanese gardens, along with natural hot spring wells, will blend with local mountain terrane and many other points of view of the wonders of nature. Based on Cuningham’s blueprint, Japanese gardens will be scattered inside the lodging area and a number of pavilions in the gardens will provide perfect venues for casual gatherings. During Phase II, we plan to build an artificial island inside one of the existing ponds in our golf course, upon which a wedding chapel will be constructed.

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Nature Reserves

The Hot Spring Spas

We also plan to build a full service hot spring spa, the “Enchanted Water Fairy Retreat Spa,” which will provide both indoor and outdoor facilities, as well as massage rooms, hot spring therapy pools, body treatment and facial & skincare services. The Enchanted Water Fairy Retreat Spa will reflect the traditional Japanese hot spring spa style, which has been proven popular in Asia. Therefore, we expect a significant amount of revenue generated from the spa services.

Various minerals dissolved in hot springs have been credited with specific health benefits. For example, sulfur in hot springs is said to relieve nasal congestion, and calcium and sodium bicarbonate are said to enhance circulations. A report made in 2003 by the Geological Survey Team of China National Petroleum Corp. stated that the underground hot springs in the Royal Country Club Spa and Resort were rich in sulfur, carbonic acid and other minerals. According to this report, the temperature of the hot springs ranged from 41.4°C to 53.45°C (106.5°F to 128.2°F) and the average amount of spring water coming up to the ground was between 150 to 250 tons. Our resort plans to provide hot springs in winters, cold springs in summers, and hot and cold springs all year round to cater different needs. For guests staying at our hotels, they will have access to hot spring water in their rooms. Meanwhile, non-staying visitors will be able to use two huge outdoor spring water pools, one isolated nude bath pool for each gender, and fifteen private spring water pools for families. Guests may find the Mirror Pool ideal for meditation and the water rides perfect for adventures. For small children and teenagers, we hope our various water rides will be able to cater their needs and give them exciting and joyful experience that is beyond their imagination.

The Shopping and Entertainment Village

 

The Design of the Shopping and Entertainment Village Site

The Shopping and Entertainment Village will aim at mirroring a 17th century Japanese village. We plan to have an exceptional retail and dining area

which shall be linked with village–like streets and yards woven together in a sequence of unfolding architectural spaces, allowing for our guests to enjoy the pleasant and relaxing environment. For this village, Cuningham has specified the layout of seating, water scenery, and plants in order to blur the line between the commercial shops and the nature. Groups of bamboos and evergreens will contour the walkways inside the village. On the bridge connecting the end of the main walkway and the hotel area, visitors shall be able to take in the majestic view of the entire garden/golf course.

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Our Clients

We currently operate the Royal Country Club, which is a golf course that is open to members of the club and general public.

Once the contemplated construction is completed, our targeted customers will comprise not only golfers, but also corporate executives, general business people and leisure travelers. We believe that the new retail stores, entertainment facilities, gardens, hotels, conference center, hot spring spas, bars and restaurants will appeal to both business people and leisure visitors who want to enjoy the natural beauty. Moreover, we will design several tour packages from which our visitors may choose to serve their different visiting purposes.

Seasonality

Golf operations are seasonal in nature and our golf course is also subject to the seasonality in Miaoli. Revenues generated from our golf club decline when temperatures are low and when days are short. The rainy season in Taiwan is May, July, August and September; however, the weather during the rest of a year is generally ideal for golf. The average rainy days in Taiwan are 98 days per year, during which our golf operations decline. Generally, extreme weather patterns such as droughts, could also adversely affect a golf course’s operation because water may become unavailable or overly expensive for the purpose of maintaining the grass at a satisfactory level. However, there are currently five lakes inside the resort, which serve as reservoirs to provide irrigation resources for the golf course.

Although the golf business can be cyclical and seasonal, we anticipate that our to-be-constructed resort would, to a limited extent, be affected by weather conditions. Based on the occupancy rates of major hotels in Taiwan, people tend to stay at hotels and eat at restaurants in their hosting hotels during the summers and during major holidays. Major holidays in Taiwan are Founding Day of the Republic of China (January 1st), Labor Day (May 1st), Dragon Boat Festival (in June) and National Day (October 10th). We also give important consideration to major holidays in mainland China because visitors from mainland China constitute a large percentage of visitors to Taiwan. The important holidays in mainland China include Chinese New Year (late January or early February), Labor Day (May 1st) and National Day (October 1st), each of which is referred to as the “golden tourism week” because workers usually have one week off for each holiday. In addition, with the well observed Chinese New Year during winters, we do not expect a dramatic downturn of our hotel and retail business in the resort during such time.

Furthermore, Miaoli has what is known as the “strawberry season” and “spring blossoms” in April, and historically the number of visitors to Miaoli increases.

Because the resort’s non-golfing operations are not as prone to weather conditions compared to the golf club, we anticipate that the new business operations would help increase our overall revenues. Winters and the rainy seasons are the slow seasons for the golf course but constitute peak seasons for tourism because of the Chinese New Year and summer vacations. As a result, we believe that the inclusion of the non-golf related operations, such as the hotels and other amenities, is an integral aspect of our growth.

Marketing

As described above, we plan to grow a large amount of plants, including trees, bushes and flowers of various kinds in the golf course to make it one of the most beautiful golf venues in Taiwan. As part of the marketing efforts for the contemplated resort, the scenic golf course inside the resort will be highlighted on different platforms and through various channels, such as social media, high-end leisure publications and visits by travel agencies. Additionally, we intend to host international golf tournaments on our golf properties and advertise them through all sorts of channels, such as social media, radio, television, magazines and appropriate billboards.

We intend to initiate and maintain an extensive marketing campaign that will maximize our resort’s visibility in our targeted markets. Our sales and marketing strategy will primarily consist of hosting press conferences and inviting media personnel to visit our resort during the construction phases, as well as upon completion thereof.

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Our marketing objectives include but are not limited to:

• Enhancing brand awareness: utilizing the IHG’s portfolio plus our current establishment to generate a strong brand.

• Building a stronger sales network: establishing relationships with both domestic and international travel agencies.

• Promoting corporate image with a broad-based public relations firm targeted towards high end travel publications.

In addition, pursuant to the Letter of Intent with IHG, both of the hotels to be constructed will be marketed by IHG in a manner that is consistent with their current marketing efforts for other hotels which they operate.

Employees

As of date when this statement is made, we have eighty-five (85) employees, all located in Taiwan. The following table sets forth the number of our employees by function as of the same date:

	Number
	of		% of
Functional Area	Employees		Total
Senior management		8		9.3
Product and service advisors		2		2.4
Client managers		1		1.2
Human resources and administrative personnel		2		2.4
IT staff		1		1.2
Risk management		2		2.4
Other		69		81.1
Total		85		100.0

We believe that we maintain a good working relationship with our employees. We offer our employees competitive benefits, including a pleasant and rewarding work environment, career-oriented training, and career growth opportunities. As a result, we believe our employees are devoted to delivering superb customer services. We have not experienced any significant labor disputes.

Risk Control

We have designated two full-time employees to oversee the operations and the implementation of the internal control procedures and control the risks associated with our operations of the golf course. We have established and maintained a set of authorization procedures regarding recognizing sales revenue and controlling expenses, a well-developed manual for the operations of the golf course which is designed to prevent dangerous activities and reduce risks associated with golfing and using golf-related equipment and a document keeping and archiving system which is designed to avoid the leaking of classified documents and business records.

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Intellectual Property

As of the date when this statement is made, we do not possess any intellectual property rights, including but not limited to rights in patents, trademarks, copyrights, know-how and business secrets.

Insurance

As of the date of this prospectus, we maintained insurance to cover damages and losses that would occur to our customers and employees, the properties, machinery and equipment on the golf course and other damages caused by terrorist attacks.

Legal Proceedings

We are not currently subject to any legal proceedings. To the best of our knowledge, we do not believe that there is any pending lawsuit or legal proceeding brought by or against us or threatened.

However, due to certain land use regulations in Taiwan, Yao-Teh was a party in a real estate lawsuit. The land use regulations in Taiwan prescribed that only individuals could be lawful owners of farmland. It was unclear whether the land upon which the Royal Country Club had been planned to be built was farmland or non-farmland when Yao-Teh purchased the real property. As a solution to this uncertainty, Yao-Teh asked a few individual yeomen at that time to be record owners of the above described land on behalf of Yao-Teh, which actually paid the full purchase price. After the real property was classified as non-farmland, all but one individual yeomen returned their titles to the real property respectively without any difficulty. That individual yeoman, Mr. Lang-Sheng Lin insisted on getting compensation in exchange for the transfer of the title of the real property he was holding for Yao-Teh. On November 29, 2013, Yao-Teh filed a complaint against Lang-Sheng Lin (the “Defendant”), at Taiwan Miaoli District Court in Taiwan, for not transferring the title of land that was purchased by Yao-Teh pursuant to the trust registration agreement entered by Yao-Teh and the Defendant. On February 17, 2015, the court found that Yao-Teh’s evidence did not sustain its claim. During the appeal, on September 21, 2015, Yao-Teh and the Defendant settled the case. Pursuant to the settlement, Yao-Teh agreed to pay approximately $472,526 to the Defendant who in return agreed to transfer the title of land back to Yao-Teh after receiving the full payment. As of December 31, 2016, Yao-Teh has paid approximately $231,481 to the Defendant. For more details, please refer to Exhibit 99.1 the Legal Opinion on Land Dispute issued from Sha Hung Law Firm, our counsel in Taiwan.

Research & Development

Our ability to develop and offer superior hotel amenities can only be achieved through our continued research and development efforts. Our research team understands the tourist markets and hotel industry. The research team helps us consistently improve our offerings, update pricing structure, and address emerging market issues.

Our research and development effort is currently focused on the activities at certain type of theme parks, times of visits and amounts of money spent per customer at certain theme parks.

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Competition

Competitors in the Golf Segment

Outside Miaoli, we face significant competition from golf clubs and country clubs in the greater Taiwan region, China, Hong Kong, South Korea, Japan, South East Asia, Australia and the greater Asian region. We anticipate that competition within South East Asia will increase in the future.

The following charts list our main competitors in the golf business in the Asian region. In addition to the competitors below, we believe that a number of resort operators are developing or considering the development of resorts that include golf courses, which, if materialized, will directly compete with our resort.

Competitors in the Golf Business

Name of Golf Course	Location	Size(Yards)	Amenities
Sunrise Golf & Country Club	Taoyuan County, Taiwan	—	Practice Area, Parking Lot, Coach, Chinese Restaurant, Cafeteria, Meeting Room, Residence, Spa, Shop, Children’s Playground, KTV, Swimming Pool.
Taoyuan Golf & Country Club	Taoyuan County, Taiwan	—	Practice Area, Parking Lot, Coach, Chinese Restaurant, Cafeteria, Meeting Room, Residence, Spa, Shop, Children’s Playground
The Eagle Golf Club	Taoyuan County, Taiwan	—	Practice Area, Parking Lot, Chinese Restaurant, Cafeteria, Meeting Room, Residence, Shop, Children’s Playground, KTV, Swimming Pool
Palm Lakes Golf Resort	Jiayi County, Taiwan	—	Parking Lot, Chinese Restaurant, Cafeteria, Meeting Room, Residence Shop, KTV, Swimming Pool, Massage
Stone Forest Yufeng Ridge Golf Course	Kunming City, China	7,241	Exclusive restaurant, VIP guest boxes, function room, pro-shop, red wine cellar and other supporting facilities
Mission Hills Shenzhen Golf Course	Shenzhen, China	World Cup Course: 7,294	Dining facilities, lounges, cafes, Japanese and Cantonese restaurant, a large swimming pool and fitness center
		Vijay Course: 6,883
		Ozaki Course: 7,024
Mission Hills Haikou Blackstone Course	Haikou, Hainan Island, China	7,808	Three restaurant, retail outlets, carious luxury amenities and facilities to accommodate major tournaments.
Bonari Kogen Golf Club	Numajiri Inawashiro town Yama-gun, Japan	7,010	Spa, Clubhouse, Tennis Court, Gym, Nature Trail
Dogo Country Club Golf Course	Chungcheong, South Korea	6,554	Lunch, Dinner, Caddy Changing Room, Club Fitting, Driving Range, Golf Club Rental, Golf Lessons, Lockers, Motor Cart, Pro-Shop, Pull Cart, Putting Green
Jack Nicklaus Golf Club	Songdo, South Korea	7,413	Pro shop, Main dining room, Wine room, Lounge, Private dining rooms, Fitness room, Pool
South Cape Golf Course	Gyeongsangnam-do, South Korea	7,313	Overview, Life Style Shop, Restaurant, P.D.R., Music Library, Convention Hall
Haesley Nine Bridges Golf Club	Gyenggi-do, South Korea	7,265	Grille, Spruce Room, Meeting Room, Pro Shop, Locker
Kota Permal Golf and Country Club	Shah Alam, Malaysia	6,382	Olympic-sized swimming pool, Fun pool, Children pool, 8 badminton courts, 2 squash courts, 2 table tennis tables, 3 fully-lit tennis courts, spa pools, sauna and steam bath, aromatherapy massage, fully-equipped gymnasium
Horizon Hills Golf and Country Club	Johor Darul Takzim, Malaysia	6,721	Lockers, Swimming pool, Conference room, Seminar rooms, a state-of-the-art ballroom, Gymnasium, children’s play room, a Chinese restaurant, Cross-over safe, terrace
Amata Spring Country Club	A.Muang, Chonburi, Thailand	7,322	Lockers, Swimming pool, Massage room, Pro Shop
Banyan Golf Club	Hua Hin, Thailand	7,361	Accommodation, massages, Restaurant, Spa
Royal Melbourne Golf Club	Victoria, Australia	West Course: 6,645	Dining, Wedding, Parties
		East Course: 6,579
DLF Golf and Country Club	Gurgaon, India	7,024	Lounge, locker rooms, Pro shop, bar, Restaurant, a pool table, Snooker table, Spa, Fitness center
Oxford Golf and Country Club	Pune, India	7,020	Dining, accommodations, event/banquet/wedding, tennis, swimming, fitness, and adventure club.
Jaypee Greens Golf Course	Noida, India	7,347	Yoga Studio, Aerobics Pool, 18 Treatment Suites, Meditation Cave, Ladies Club

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Competitors in the Resort/ Hospitality Segment

The chart below lists our current competitors in the hotel space.

Name	Location	Number of Rooms	Amenities and Recreation	Occupancy Rates
Great Roots Forestry Spa Resort	Xinbei City, Taiwan	209	Business centers, pools, family centers, dining	July-December: 75%-80%; January- June: 30%-50%
Sunrise Golf and Country Club	Taoyuan County, Taiwan	84 rooms and 350 villas	Recreational facilities, wedding and conference venues, golfing, dining	unknown
Howard Plaza Hotel Taipei	Pingtung County, Taiwan	405	Conference facilities, water park, health center, indoor golfing, spa/Jacuzzi, squash and tennis courts, snooker, bowling alleys, dining	Peak season: 90%; Non-peak season: 50%-60% Average: 75%
Yoho Beach Club and Spa	Pingtung County, Taiwan	415	Land Rover Experience Center, Kids’ club, dance club, water recreational facilities, dining	Average: 65%
Caesar Plaza	Pingtung County, Taiwan	245	Beach, dive center, miniature golf course, fitness center, water recreational facilities, outdoor court for basketball, volleyball, tennis or badminton, conference rooms, dining	Average: 68%
Sanya Marriot Resort & Spa	Sanya, Hainan, China	455	Beach, fitness center, massage, swimming pools, tennis courts, 18-hole golf course, restaurants providing various cuisines, meeting facilities	unknown
Sheraton Sanya Resort	Sanya, Hainan, China	511	Beach, fitness center, massage, swimming pools, tennis courts, a wide selection of water sports	unknown

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REGULATIONS

Regulations on Golf Course Operations

We believe the following rules and regulations relate to the operation and management of golf courses in Taiwan:

• environmental laws including Soil and Water Conservation Act (which is enacted for the purpose of soil and water conservation, treatment and maintenance, conserving soil and water resources, reducing the possibilities of disasters, and promoting the reasonable use of real property licensing, permitting and inspection requirements applicable to contractors, electricians and engineers); Drinking Water Management Act (which is formulated to ensure the quality of drinking water sources)

• regulations relating to workers’ safety and environmental protection;

• permitting and inspection requirements applicable to construction projects;

• regulations relating to transportation of equipment and materials, including licensing and permitting requirements;

• building and electrical codes;

• regulations related to the operation and management of hotels, golf courses and other facilities; and

• privacy regulations.

We believe we have all the licenses materially required to conduct our current golf operations, and we are in substantial compliance with applicable regulatory requirements. Our failure to comply with applicable regulations could result in substantial fines or revocation of our operating licenses, give rise to termination or cancellation of rights under our contracts, and disqualify us from future bidding opportunities.

Regulations on Hotel Operations

The land upon which the Royal Country Club Spa & Resort will be built is classified as Immaterial Wetlands, Non-State-Park that indicate our land is not considered as state parks or administrative lands affiliated with state parks, Non-High-Quality-Farmlands, non-public-traffic land, unimportant military purpose land, non-mineral deposit land and non-aviation-noise-isolation land. We are applying to reclassify the land as golf special district for entertainment purposes and expect to know the result by the second quarter of 2017. We expect to obtain all the necessary licenses and permits to construct the hotels by the third quarter of 2017.

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MANAGEMENT

Directors and Executive Officers

The following table sets forth information regarding our directors and executive officers as of the date of this prospectus.

Directors and Executive Officers	Age	Position/Title
Fun-Ming Lo	75	Director, Chairman of the Board of Directors and Chief Executive Officer
Young-Yi Hsiao	61	Chief Financial Officer
Yu-Wen Keng	59	Principal Accounting Officer
Ta-Chih Kuo	38	Director
Wei-Yuan Teng	64	Independent Director, Member of the Compensation Committee and Audit Committee
Jung-Shium Wan	57	Independent Director, Chairman of the Audit Committee
Yangru Wu	57	Independent Director, Member of Compensation and Audit Committee

Background of Executive Officers and Directors

The following information sets forth the background and business experience of our directors and executive officers.

Fun-Ming Lo, the founder of Yao-Teh, has been our chairman of the Board and the chief executive officer since formation of Yao-Teh in 1988. In addition, Mr. Lo has served as the chairman of the board of directors of Yao-Teh International Development Ltd. Co. since 1993. Mr. Lo graduated from Middle East Technical University, Turkey with a Master of Science in Engineering Sciences in May 1971. From May, 2013 to March, 2015, Mr. Lo served as a director of San Lotus Holding Inc., a Nevada corporation, which is located in Taoyuan, Taiwan and is in the business of developing, building and operating global travel and leisure agent’s business. As the chief executive officer of the Company, Mr. Lo is responsible for the overall management and operation of the Company.

Young-Yi Hsiao, Chief Financial Officer of the Company, has been in various managerial and business consulting positions since 1984 in the sports industry, particularly golf. Since October 12, 2009, Mr. Hsiao has served as the Chairman of the Golf Association of the Republic of China. In addition, he has been the President of Yao-Teh International Development Co., Ltd. since 1989. Mr. Hsiao received his Bachelor of Business Administration from National Cheng Kung University.

Yu-Wen Keng, Principal Accounting Officer of the Company, has served as an accountant for Yao-Teh International Development Co., Ltd. since May 1979. Ms. Keng completed her high school education at Yu Da High School of Commerce and Home Economics in June 1977.

Ta-Chih Kuo, a director of the Company, is the president of Nan Fan Ltd., the vice president of Ta Chuang Business Management Consulting Ltd. Co. and the chairman of the board of directors of Infinity (Int’l) Travel Holdings Inc. He has received a bachelor degree in engineering from Vanung University in Taiwan.

Wei-Yuan Teng, an independent director of the Company and a member of the Compensation Committee and Audit Committee, is the vice chairman of the board of directors of Ta-Teh-Fu and the chairman of the board of directors of Xia Peng Construction Ltd. Co. He obtained a senior high school diploma from National Dajia Industrial Senior High School in Taiwan in 1970. Mr. Teng qualifies as an independent director as defined in Section 5605 of the Nasdaq Stock Market Rules.

Jung-Shium Wan, an independent director on the Board of the Company and a member of the Audit Committee, has more than twenty years of experience in accounting and is well versed in Taiwan accounting standards and U.S. GAAP. Mr. Wan has served as a partner and an accounting manager at various accounting firms and companies in both Taiwan and U.S. Mr. Wan received a bachelor degree in Economics at National Taipei University, New Taipei City and an MBA degree from Eastern New Mexico University, Portales, NM. He has been a member of Texas State Board of Public Accountancy since 1993 and Taiwan CPA Association since 1994. Mr. Wan qualifies as an independent director as defined in Section 5605 of the Nasdaq Stock Market Rules.

Yangru Wu, an independent director of the Company and a member of the Compensation Committee and Audit Committee, is a Professor of Finance and Director of the Quantitative Finance Master Program at the Business School-Newark & New Brunswick of Rutgers University and has held teaching positions at various established universities for over twenty years, including West Virginia University and Chinese University of Hong Kong.. Professor Wu was ranked among the top 500 economists worldwide based on Tom’s ranking and among the most prolific authors in finance by Jean Heck and Philip Cooley in 2009. Professor Wu has more than fifty publications on various academic journals, such as Journal of Finance and Economic Journal, and his work has been cited more than 700 times. Professor Wu’s research covers a range of topics in international finance and economics, including foreign exchange risks, asset price volatility, investment strategies and non-stationary analysis of financial and macroeconomic time series. Professor Wu obtained his Ph.D. degree from Ohio State University, a master degree from University of Delaware and a bachelor of science from Guangdong Ocean University. Professor Wu qualifies as an independent director as defined in Section 5605 of the Nasdaq Stock Market Rules.

Board of Directors

Our Board of Directors consists of five (5) directors. A director is not required to hold any shares in our company to qualify to serve as a director. A director may vote with respect to any contract, proposed contract or arrangement in which he is interested, and if he does so his vote shall be counted and he may be counted in the quorum at any meeting of our directors at which any such contract or proposed contract or arrangement is considered, provided that such director has declared the nature of his interest in such contract or Transaction at or prior to its consideration and any vote thereon. The directors may exercise all the powers of the company to borrow money, to mortgage or charge its undertaking, property and uncalled capital, and to issue debentures or other securities whenever money is borrowed or as security for any debt, liability or obligation of the company or of any third party. None of our non-executive directors has a service contract with us that provides for benefits upon termination of service.

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Committees of the Board of Directors

We will establish two committees under the Board immediately upon the effectiveness of our registration statement on Form F-1, of which this prospectus is a part: an audit committee and a compensation committee. We will adopt a charter for each of the two committees. Each committee’s functions are described below.

Audit Committee. Our audit committee will consist of persons that will satisfy the “independence” requirements of NASDAQ Rule 5605 and Rule 10A-3 under the Securities Exchange Act of 1934. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:

• appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors;

• reviewing with the independent auditors any audit problems or difficulties and management’s response;

• discussing the annual audited financial statements with management and the independent auditors;

• reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures;

• reviewing and approving all proposed related party transactions;

• meeting separately and periodically with management and the independent auditors; and

• monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance.

Compensation Committee. Our compensation committee will consist of persons that will satisfy the “independence” requirements under NASDAQ Rule 5605. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. It is anticipated our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:

• reviewing and approving, or recommending to the board for its approval, the compensation for our chief executive officer and other executive officers;

• reviewing and recommending to the board for determination with respect to the compensation of our non-employee directors;

• reviewing periodically and approving any incentive compensation or equity plans, programs or similar arrangements; and

• selecting compensation consultant, legal counsel or other adviser only after taking into consideration all factors relevant to that person’s independence from management.

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Duties of Directors

Under British Virgin Islands law, our directors owe fiduciary duties to our company, including a duty of loyalty, a duty to act honestly and a duty to act in what they consider in good faith to be in our best interests. Our directors also have a duty to exercise the skill they actually possess and such care and diligence that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our M&A, as amended and restated from time to time, the BVI Act and the class rights vested thereunder in the holders of the shares. Our company has the right to seek damages if a duty owed by our directors is breached. A shareholder may in certain limited exceptional circumstances have the right to seek damages in our name if a duty owed by the directors is breached.

Our Board of Directors has all the powers necessary for managing, and for directing and supervising, our business affairs. The functions and powers of our Board include, among others:

• convening shareholders’ general meetings;

• declaring dividends and distributions;

• appointing officers and determining the term of office of the officers;

• exercising the borrowing powers of our company and mortgaging the property of our company; and

• approving the transfer of shares in our company, including the registration of such shares in our share register.

Terms of Directors and Officers

Our directors may be elected by a resolution of our Board of Directors, or by an ordinary resolution of our shareholders. Each of our directors will hold office until the expiration of his or her term as provided in the written agreement with our company, if any, and until his or her successor has been elected or appointed. A director will cease to be a director if, among other things, the director (i) becomes bankrupt or makes any arrangement or composition with his creditors;

(ii) dies or is found by our company to be or becomes of unsound mind, (iii) resigns his office by notice in writing to the company, or (iv) without special leave of absence from our board, is absent from three consecutive board meetings and our directors resolve that his office be vacated. Our officers are elected by and serve at the discretion of the Board.

Employment Agreements

There is no employment agreement with our officers or directors as of the date of this prospectus.

No Compensation to Directors

No director has received any cash or other compensation for serving as a non-executive director for the Company and any of its Subsidiaries and we do not plan to pay any cash or other compensation to any person for serving as a non-executive director. Our directors are entitled to reimbursement for reasonable out-of-pocket expenses incurred in connection with our business. Our Board of Directors may award special remuneration to any director undertaking any special services on our behalf, other than services ordinarily required of a director.

Compensation to Executive Officers

The Company is a newly formed corporate entity and has not paid its executive officers for the past fiscal year ended December 31, 2016. We have not set aside or accrued any amount to provide pension, retirement or other similar benefits to our executive officers and directors. Our Taiwan Subsidiaries and consolidated variable interest entity are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance and other statutory benefits and a housing provident fund.

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PRINCIPAL SHAREHOLDERS AND SELLING SHAREHOLDERS

Except as specifically noted, the following table sets forth information with respect to the beneficial ownership of our ordinary shares as of the date of this prospectus by:

• each of our directors and executive officers;

•  our directors and executive officers as a group;

• each of our principal shareholders (the “Principal Shareholders”) who beneficially own more than 5% of our total outstanding ordinary shares; and

• each selling shareholder.

On June 21, 2017, the Board executed a unanimous written consent to approve and authorize the Company to issue 89 bonus shares to each ordinary share. The bonus shares are being distributed to the shareholders on record as of June 14, 2017. As of June 27, the Company completed the process of issuing and distributing 89 bonus shares to each ordinary share. Prior to the distribution of bonus shares, the Company had 340,801 ordinary shares issued and outstanding.

On June 13, 2017, Mr. Fun-Ming Lo executed instruments to transfer portion of his shares in the Company to Mr. Wei-Yuan Teng, Mr. Ta-Chih Kuo and Ms. Shih-Han Liao in the respective amounts of 85,458.75, 20,094.12 and 2,270.83 for their contribution and leadership to the Company and its Subsidiaries.

The calculations contained in the table below are based on 40,904,208 ordinary shares outstanding as of the date of this prospectus, and a minimum amount of 43,904,208 and a maximum 50,904,208 ordinary shares outstanding immediately after the completion of this offering, including a minimum amount of 3,000,000 and a maximum 10,000,000 ordinary shares to be sold by us in this offering in the form of ordinary shares.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, we have included shares that the person has the right to acquire within 60 days, including through the exercise of any option, warrant or other right or the conversion of any other security. These shares, however, are not included in the computation of the percentage ownership of any other person.

In December 2002, Mr. Teng formed Jiangbo Advanced Technology Ltd., Co. (“Jiangbo”), in which all selling shareholders named herein invested. Mr. Teng was the chairman of Jiangbo. Jiangbo was in the business of distributing and selling certain type of the patented ceramic electronic components used in lights. In February 2009, the board of directors of Jiangbo convened a board meeting where the board of Jiangbo approved to invest certain amount of Jiangbo’s capital in Daren Enterprise Management Ltd., Co (“Daren”). At that board meeting, Mr. Teng personally guaranteed return of the principal amounts of the investments in proportion to the equity invested by all the shareholders of Jiangbo without dividends or interest. This personal guaranty was recorded in the board minutes dated February 9, 2009.

However, due to improper management of Daren, after approximately eight years, Jiangbo did not receive any return on its investment in Daren. In 2016 and 2017, Mr. Teng negotiated with all shareholders of Jiangbo about the repayments of their investments in Jiangbo due to the failure of the investment in Daren. Among all Jiangbo shareholders, the selling shareholders listed below have agreed to accept the ordinary shares in Imperial Garden & Resort at a per share price of $5, the assumed initial public offering price, in exchange for their claims against Mr. Wei-Yuan Teng, provided that the ordinary shares shall be freely tradable on a stock market. A translated copy of the Share Transfer Agreement is attached herein as Exhibit 99.4.

Principal Shareholders

	Ordinary Shares				Ordinary Shares Beneficially
	Beneficially				Owned Immediately
	Owned Prior to This Offering(1)				After This Offering(1)
	Number		%†		Number				%†
					Minimum		Maximum		Minimum		Maximum
Directors and Executive Officers:
Fun-Ming Lo		31,199,502		76.27		31,199,502		31,199,502		71.06		61.29
Ta-Chih Kuo		1,808,553		4.42		1,808,553		1,808,553		4.12		3.55
Wei-Yuan Teng		1,303,856		3.19		1,303,856		1,303,856		2.97		2.56
Young-Yi Hsiao		0		-		0		0				—
Yu-Wen Keng		0		-		0		0				—
Jung-Shium Wan		0		-		0		0				—
Yangru Wu		0		-		0		0				—
All Directors and Executive Officers as a Group		34,311,911		83.88		34,311,911		34,311,911		78.15		67.40
Principal Shareholders and/ or Selling Shareholders
Fun-Ming Lo		31,199,502		76.27		31,199,502		31,199,502		71.06		61.29
Ta-Chih Kuo		1,808,553		4.42		1,808,553		1,808,553		4.12		3.55

* Less than 1%.

(1) All calculations are based on rounded up numbers and the results are estimated for the sole purpose of this prospectus.

Selling Shareholders

	ordinary shares beneficially owned prior to this offering(3)				ordinary shares being sold in this offering(3)				ordinary shares beneficially owned after this offering(3)
Names of Selling Shareholders (1)(2)	Number		Percent  (%)		Number		Percent(%)		Number		Percent(%)
Kuo-Chen Wu		426,275		1.04		426,275		1.04		0		-
Po-Feng Chang		380,567		0.93		380,567		0.93		0		-
Wei-Nan Hsiao		35,391		0.09		35,391		0.09		0		-
Chan-Yu Kuo		18,368		0.04		18,368		0.04		0		-
Chia-Cheng Chen		472		*		472		*		0		-
Su-Chen Chen		2,365		*		2,365		*		0		-
You-Hua Lu		944		*		944		*		0		-
Chih-Ching Chung		11,040		0.02		11,040		0.02		0		-
Shun-Ming Liu		29,987		0.07		29,987		0.07		0		-
Kuo-Hao Hsu		188,011		0.46		188,011		0.46		0		-
Su-Ching Huang		127,664		0.31		127,664		0.31		0		-
Lung-Cheng Wu		707,815		1.73		707,815		1.73		0		-
Ciou Guei Liao		1,207,344		2.95		1,207,344		2.95		0		-
Ping-Ting Chen		47,188		0.12		47,188		0.12		0		-
Shu-Huan Kuo		1,094,991		2.68		1,094,991		2.68		0		-
Ai-Chu Lu		1,512,130		3.98		1,512,130		3.98		0		-
Min-Chen Chiang		105,554		0.26		105,554		0.26		0		-
Ching-Shun Tsai		108,075		0.26		108,075		0.26		0		-
Hsiu-Chun Lai Chang		23,587		0.06		23,587		0.06		0		-
Wen-Chung Lo		47,209		0.12		47,209		0.12		0		-
Miao-Ying Huang		25,911		0.06		25,911		0.06		0		-
Yih-Shyong Huang		94,068		0.23		94,068		0.23		0		-
Jui-Feng Chiu		117,432		0.29		117,432		0.29		0		-
Kuang-Hung Fan		75,043		0.18		75,043		0.18		0		-

 *Less than 0.01%

(1) All selling shareholders listed above acquired our ordinary shares in respective amounts from Mr. Wei-Yuan Teng, who is an independent director of ours, pursuant to the Share Transfer Agreements entered into in May 2017 by and among all the selling shareholders and Mr. Wei-Yuan Teng.

(2) All selling shareholders listed herein are nationals and residents of Taiwan.

(3) All calculations are based on rounded up numbers and the results are estimated for the sole purpose of this prospectus.

As of the date of this prospectus, none of our outstanding ordinary shares are held by record holders in the United States. None of our existing shareholders has different voting rights from other shareholders after the completion of this offering. We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our company.

Each selling shareholder named above acquired its shares in offerings that were exempted from registration under the Securities Act of 1933, as amended, because such offerings involved offshore sales to non-U.S. persons.

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RELATED PARTY TRANSACTIONS

We own 100% of the issued and outstanding shares of Huang Jia, a company incorporated in Republic of Seychelles, which, in turn, owns 99.6% of the issued and outstanding shares in Yao-Teh, a company that was incorporated in May 1988 under the laws of Taiwan, R.O.C. and is in the business of developing, constructing, and operating golf course facilities. In addition, Huang Jia owns all of the issued and outstanding shares of Ta-Teh-Fu. Ta-Teh-Fu was incorporated in June 2001 under the laws of Taiwan, R.O.C. and is in the businesses of leasing golf carts and machinery and equipment to clients, including Yao-Teh.

Operating Leases

Both Yao-Teh and Ta-Teh-Fu lease their office spaces at the same location from Shu-Hui Chou, the spouse of Mr. Fun-Ming Lo, under two operating lease agreements, both of which will expire on January 1, 2019. The monthly base rent for both Subsidiaries is approximately $500. Rent under this lease agreement amounted to approximately $5,960 and $5,384 for the years ended December 31, 2016 and 2015, respectively.

Advances from Related Parties

Yao-Teh and Ta-Teh-Fu have advanced funds from Mr. Fun-Ming Lo, our chairman of the Board and CEO, for working capital purposes. Both companies have not entered into any agreement with Mr. Lo for these advances. The advances bear no interest rate and are due upon demand by the lender. As of December 31, 2016 and December 31, 2015, there were $46,044,534 and $44,612,575 advances outstanding, respectively.

Yao-Teh International Development Co., Ltd. (“Yao-Teh International Development”), an affiliate of Yao-Teh, made loan payments to Taiwan Business Bank for the benefit of Yao-Teh. Yao-Teh International Development was incorporated on August 3, 1993 and is wholly owned by Mr. Fun-Ming Lo. There was no written agreement between Yao-Teh and Yao-Teh International Development for the advances. The advances were unsecured, with no interest accruing, and due on demand. As of December 31, 2016 and December31, 2015, the amounts of $3,550,617 and $2,311,070, respectively, are due from Yao-Teh to Yao-Teh International Development.

Additional details regarding related party balances as of December 31, 2016 and December 31, 2015 and related party transactions are disclosed in Note 9 of our audited consolidated financial statements included in this Prospectus.

Line of Credit Agreement

On May 16, 2017, Mr. Fun-Ming Lo and us entered into the Line of Credit Agreement, which documents the key terms of this loan arrangement and is attached herein as Exhibit 10.17. Pursuant to the Line of Credit Agreement, all loan amounts outstanding under such Agreement shall be paid with accrued but unpaid interest on or before January 1, 2020 (the “Maturity Date”) and the Board shall approve by resolutions each request of credit under such Agreement. The loans made under this Line of Credit Agreement shall be unsecured and bear an interest rate of 2.5% per annum of the outstanding balance from time to time, payable on or before the Maturity Date.

Conversion Agreement

On August 1, 2017, Mr. Fun-Ming Lo entered into the “Conversion Agreement with the Company and Yao-Teh to convert the debt owed by the Company and Yao-Teh to Mr. Lo in the amount of $46,044,534 into ordinary shares of Company, at a conversion price of $4.5 per share, or an aggregate of 10,232,118 ordinary shares.

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DESCRIPTION OF CAPITAL STOCK

General

The Imperial Garden & Resort, Inc. is a BVI business company incorporated in British Virgin Islands and our affairs are governed by the provisions of our memorandum and articles of association (the “M&A”), as amended and restated from time to time, or the BVI Act, and the applicable laws of the BVI (including applicable common law).

Our M&A authorizes us to issue 200,000,000 of ordinary shares of the Company. Except as otherwise indicated, all ordinary share and per share information included under this “Description of Capital Stock” heading reflects the issuance of stock bonus at a rate of 89-for-1, which was approved by our stockholders and Board of Directors and will be effected on June 27, 2017.

The following description of our authorized shares and our constitutional rules under our M&A is qualified in its entirety by reference to our M&A, which have been filed as an exhibit to the registration statement of which this prospectus is a part.

M&A

The following discussion describes our M&A:

Objects and Purposes, Register, and Shareholders. Subject to the BVI Act, our objects and purposes are unlimited. Our register of members will be maintained by our transfer agent, Continental Stock Transfer & Trust. Under the BVI Act, a BVI company may treat the registered holder of a share as the only person entitled to (a) exercise any voting rights attaching to the share, (b) receive notices, (c) receive a distribution in respect of the share and (d) exercise other rights and powers attaching to the share. Consequently, as a matter of BVI law, where a shareholder’s shares are registered in the name of a nominee, the nominee is entitled to receive notices, receive distributions and exercise rights in respect of any such shares registered in its name. The beneficial owners of the shares registered in a nominee’s name will therefore be reliant on their contractual arrangements with the nominee in order to receive notices and dividends and ensure the nominee exercises voting and other rights in respect of the shares in accordance with their directions.

Directors’ Powers. Under the BVI Act, subject to any modifications or limitations in a company’s M&A, a company’s business and affairs are managed by, or under the direction or supervision of, its directors; and directors generally have all powers necessary to manage a company. A director must disclose any interest he has on any proposal, arrangement or contract not entered into in the ordinary course of business and on usual terms and conditions. An interested director may (subject to the M&A) vote on a transaction in which he has an interest. In accordance with, and subject to, our M&A, the directors may by resolution of directors exercise all the powers of the Company to incur indebtedness, liabilities or obligations and to secure indebtedness, liabilities or obligations whether of the Company or of any third party.

Rights, Preferences and Restrictions of Ordinary Shares. Subject to the restrictions described under the section titled “Dividend Policy” above, our directors may (subject to the M&A) authorize dividends at such time and in such amount as they determine. Each ordinary share is entitled to one vote. In the event of a liquidation or dissolution of the Company, the holders of ordinary shares are (subject to the M&A) entitled to share ratably in all surplus assets remaining available for distribution to them after payment and discharge of all claims, debts, liabilities and obligations of the Company and after provision is made for each class of shares (if any) having preference over the ordinary shares if any at that time. There are no sinking fund provisions applicable to our ordinary shares. Holders of our ordinary shares have no pre-emptive rights. Subject to the provisions of the BVI Act, we may, (subject to the M&A) with shareholder consent, repurchase our ordinary shares in certain circumstances provided always that the Company will, immediately after the repurchase, satisfy the solvency test. The Company will satisfy the solvency test, if (i) the value of the Company’s assets exceeds its liabilities; and (ii) the Company is able to pay its debts as they fall due.

In accordance with the BVI Act:

(i) the Company may purchase, redeem or otherwise acquire its own shares in accordance with either (a) Sections 60, 61 and 62 of the BVI Act (save to the extent that those Sections are negated, modified or inconsistent with provisions for the purchase, redemption or acquisition of its own shares specified in the Company’s M&A); or (b) such other provisions for the purchase, redemption or acquisition of its own shares as may be specified in the Company’s M&A. The Company’s M&A provide that such Sections 60, 61 and 62 of the BVI Act do not apply to the Company; and

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(ii) where a company may purchase, redeem or otherwise acquire its own shares otherwise than in accordance with Sections 60, 61 and 62 of the BVI Act, it may not purchase, redeem or otherwise acquire the shares without the consent of the member whose shares are to be purchased, redeemed or otherwise acquired, unless the Company is permitted by the M&A to purchase, redeem or otherwise acquire the shares without that consent; and

(iii) unless the shares are held as treasury shares in accordance with Section 64 of the BVI Act, any shares acquired by the Company are deemed to be cancelled immediately on purchase, redemption or other acquisition.

Variation of the Rights of Shareholders. As permitted by the BVI Act and our M&A, the rights attached to shares of the Company may (subject to the M&A) only, whether or not the Company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than fifty percent (50%) of the issued shares of that class, except where a different majority is required under our M&A or the BVI Act. A greater majority is required in relation to a scheme of arrangement and may be required in relation to a plan of arrangement, as described under “Summary of Certain Significant Provisions of BVI Law—Mergers, Consolidations and Similar Arrangements” below.

Shareholder Meetings. In accordance with, and subject to, our M&A, (a) any director of the Company may convene meetings of the shareholders at such times as the director considers necessary or desirable (and the director convening a meeting of shareholders may fix as the record date for determining those shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice); and (b) upon the written request of shareholders entitled to exercise thirty percent (30%) or more of the voting rights in respect of the matter for which the meeting is requested, the directors shall convene a meeting of shareholders. Under BVI law, the M&A may be amended to decrease but not increase the required percentage to call a meeting above thirty percent (30%). In accordance with, and subject to, our M&A, (a) the director convening a meeting shall give not less than seven (7) days’ notice of a meeting of shareholders to those shareholders whose names on the date the notice is given appear as shareholders in the register of members of the Company and are entitled to vote at the meeting; and the other directors; (b) a meeting of shareholders held in contravention of the requirement to give notice is valid if shareholders holding at least ninety percent (90%) of the total voting rights on all the matters to be considered at the meeting have waived notice of the meeting and, for this purpose, the presence of a shareholder at the meeting shall constitute waiver in relation to all of the ordinary shares that that shareholder holds; (c) a meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than fifty percent (50%) of the votes of the ordinary shares or class or series of ordinary shares entitled to vote on resolutions of shareholders to be considered at the meeting; and (d) if within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the request of the shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third (1/3) of the votes of the ordinary shares or each class or series of ordinary shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved.

Dividends. Subject to the BVI Act and our M&A, our directors may, by resolution, declare dividends at a time and amount as they think fit if they are satisfied, based on reasonable grounds, that, immediately after distribution of the dividend, the value of our assets will exceed our liabilities and we will be able to pay our debts as they fall due. There is no further BVI law restriction on the amount of funds which may be distributed by us by dividend, including all amounts paid by way of the subscription price for ordinary shares regardless of whether such amounts may be wholly or partially treated as share capital or share premium under certain accounting principles. Shareholder approval is not (except as otherwise provided in our M&As) required to pay dividends under BVI law. In accordance with, and subject to, our M&A, no dividend shall bear interest as against the Company (except as otherwise provided in our M&As).

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Disclosure of the Securities and Exchange Commission’s Position on Indemnification for Securities Act Liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Transfer of Shares. Subject to any applicable restrictions or limitations arising pursuant to (i) our M&A; or (ii) the BVI Act, any of our shareholders may transfer all or any of his or her shares by an instrument of transfer in the usual or common form or in any other form which our directors may approve (such instrument of transfer being signed by the transferor and containing the name and address of the transferee). Our M&A also (save as otherwise provided therein) provide that (i) where ordinary shares of the Company are listed on the Nasdaq Global Market or any other stock exchange or automated quotation system on which the ordinary shares are then traded (the "Recognised Exchange"), shares may be transferred without the need for a written instrument of transfer if the transfer is carried out in accordance with the law, rules, procedures and other requirements applicable to shares listed on the Recognised Exchange or (ii) shares may be transferred by means of a system utilized for the purposes of holding and transferring shares in uncertified form (the "Relevant System"), and that the operator of the Relevant System (and any other person necessary to ensure the Relevant System is effective to transfer shares) shall act as agent and attorney-in-fact of the Shareholders for the purposes of the transfer of any shares transferred by means of the Relevant System (including, for such purposes, to execute and deliver an instrument of transfer in the name of and on behalf of any Shareholder who is transferring shares).

Summary of Certain Significant Provisions of the BVI Act

The BVI Act differs from laws applicable to US corporations and their shareholders. Set forth below is a summary of certain significant provisions of the BVI Act applicable to us (save to the extent that such provisions have been, to the extent permitted under the BVI Act, negated or modified in our M&A in accordance with the BVI Act).

Mergers, Consolidations and Similar Arrangements. The BVI Act provides for mergers as that expression is understood under US corporate law. Common law mergers are also permitted outside of the scope of the BVI Act. Under the BVI Act, two or more companies may either merge into one of such existing companies, or the surviving company, or consolidate with both existing companies ceasing to exist and forming a new company, or the consolidated company. The procedure for a merger or consolidation between our Company and another company (which need not be a BVI company) is set out in the BVI Act. The directors of the BVI company or BVI companies which are to merge or consolidate must approve a written plan of merger or consolidation which must also be authorized by a resolution of members (and the outstanding shares of every class of shares that are entitled to vote on the merger or consolidation as a class if the memorandum or articles of association so provide or if the plan of merger or consolidation contains any provisions that, if contained in a proposed amendment to the memorandum or articles, would entitle the class to vote on the proposed amendment as a class) of the shareholders of the BVI company or BVI companies which are to merge. A foreign company which is able under the laws of its foreign jurisdiction to participate in the merger or consolidation is required by the BVI Act to comply with the laws of that foreign jurisdiction in relation to the merger or consolidation. The BVI company must then execute articles of merger or consolidation, containing certain prescribed details. The plan and articles of merger or consolidation are then filed with the Registrar of Corporate Affairs in the BVI, or the Registrar. If the surviving company or the consolidated company is to be incorporated under the laws of a jurisdiction outside BVI, it shall file the additional instruments required under Section 174(2)(b) of the BVI Act. The Registrar then (if he or she is satisfied that the requirements of the BVI Act have been complied with) registers, in the case of a merger, the articles of merger or consolidation and any amendment to the M&A of the surviving company and, in the case of a consolidation, the M&A of the new consolidated company and issues a certificate of merger or consolidation (which is conclusive evidence of compliance with all requirements of the BVI Act in respect of the merger or consolidation). The merger or consolidation is effective on the date that the articles of merger or consolidation are registered by the Registrar or on such subsequent date, not exceeding thirty days, as is stated in the articles of merger or consolidation but if the surviving company or the consolidated company is a company incorporated under the laws of a jurisdiction outside the BVI, the merger or consolidation is effective as provided by the laws of that other jurisdiction.

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As soon as a merger or consolidation becomes effective (inter alia), (a) the surviving company or consolidated company (so far as is consistent with its amended memorandum and articles of association, as amended or established by the articles of merger or consolidation) has all rights, privileges, immunities, powers, objects and purposes of each of the constituent companies; (b) the memorandum and articles of association of any surviving company are automatically amended to the extent, if any, that changes to its amended memorandum and articles of association are contained in the articles of merger; (c) assets of every description, including choses-in-action and the business of each of the constituent companies, immediately vest in the surviving company or consolidated company; (d) the surviving company or consolidated company is liable for all claims, debts, liabilities and obligations of each of the constituent companies; (e) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against a constituent company or against any shareholder, director, officer or agent thereof, is released or impaired by the merger or consolidation; and (f) no proceedings, whether civil or criminal, pending at the time of a merger or consolidation by or against a constituent company, or against any shareholder, director, officer or agent thereof, are abated or discontinued by the merger or consolidation, but: (i) the proceedings may be enforced, prosecuted, settled or compromised by or against the surviving company or consolidated company or against the shareholder, director, officer or agent thereof, as the case may be or (ii) the surviving company or consolidated company may be substituted in the proceedings for a constituent company but if the surviving company or the consolidated company is incorporated under the laws of a jurisdiction outside the BVI, the effect of the merger or consolidation is the same as noted foregoing except in so far as the laws of the other jurisdiction otherwise provide.

The Registrar shall strike off the register of companies each constituent company that is not the surviving company in the case of a merger and all constituent companies in the case of a consolidation (save that this shall not apply to a foreign company).

If the directors determine it to be in the best interests of us, it is also possible for a merger to be approved as a court approved plan of arrangement or as a scheme of arrangement in accordance with (in each such case) the BVI Act. The convening of any necessary shareholders meetings and subsequently the arrangement must be authorized by the BVI court. A scheme of arrangement requires the approval of 75% of the votes of the shareholders or class of shareholders, as the case may be. If the effect of the scheme is different in relation to different shareholders, it may be necessary for them to vote separately in relation to the scheme, with it being required to secure the requisite approval level of each separate voting group. Under a plan of arrangement, a BVI court may determine what shareholder approvals are required and the manner of obtaining the approval.

Continuation into a Jurisdiction Outside the BVI. In accordance with, and subject to, our M&A, the Company may by resolution of Shareholders or by a resolution passed unanimously by all directors of the Company continue as a company incorporated under the laws of a jurisdiction outside the BVI in the manner provided under those laws. The Company does not cease to be a BVI company unless the foreign law permits continuation and the BVI company has complied with the requirements of that foreign law. Where a company is continued under the laws of a jurisdiction outside the BVI, (a) the Company continues to be liable for all of its claims, debts, liabilities and obligations that existed prior to its continuation, (b) no conviction, judgment, ruling, order, claim, debt, liability or obligation due or to become due, and no cause existing, against the Company or against any shareholder, director, officer or agent thereof, is released or impaired by its continuation as a company under the laws of the jurisdiction outside the BVI, (c) no proceedings, whether civil or criminal, pending by or against the Company, or against any shareholder, director, officer or agent thereof, are abated or discontinued by its continuation as a company under the laws of the jurisdiction outside the BVI, but the proceedings may be enforced, prosecuted, settled or compromised by or against the Company or against the shareholder, director, officer or agent thereof, as the case may be; and (d) service of process may continue to be effected on the registered agent of the Company in the BVI in respect of any claim, debt, liability or obligation of the Company during its existence as a company under the BVI Act.

Directors. In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any ordinary shares), (a) the directors are elected by resolution of shareholders or by resolution of directors for such term as the shareholders or directors determine; (b) each director holds office for the term, if any, fixed by the resolution of shareholders or resolution of directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal: (c) a director may be removed from office; (d) a director may resign his office by giving written notice of his resignation to the Company and the resignation has effect from the date the notice is received by the Company at the office of its registered agent or from such later date as may be specified in the notice and a director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the BVI Act; (e) the directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors and where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office; (f) a vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office; and (g) a director is not required to hold ordinary shares as a qualification to office.

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In accordance with, and subject to, our M&A, (a) any one director of the Company may call a meeting of the directors by sending a written notice to each other director; (b) the directors of the Company or any committee thereof may meet at such times and in such manner as the directors may determine to be necessary or desirable; (c) a director shall be given not less than three (3) days’ notice of meetings of directors, but a meeting of directors held without three (3) days’ notice having been given to all directors shall be valid if all the directors entitled to vote at the meeting who do not attend waive notice of the meeting, and the inadvertent failure to give notice of a meeting to a director, or the fact that a director has not received the notice, does not invalidate the meeting; (d) a meeting of directors is duly constituted for all purposes if at the commencement of the meeting there are present in person or by alternate not less than one-half of the total number of directors, unless there are only two (2) directors in which case the quorum is two; (e) a director may by a written instrument appoint an alternate who need not be a director and the alternate shall be entitled to attend meetings in the absence of the director who appointed him and to vote or consent in place of the director until the appointment lapses or is terminated; (f) a resolution of directors is passed if either (i) the resolution is approved at a duly convened and constituted meeting of directors of the Company or of a committee of directors of the Company by the affirmative vote of a majority of the directors present at the meeting who voted except that where a director is given more than one vote, he shall be counted by the number of votes he casts for the purpose of establishing a majority casting the vote; or (ii) the resolution is consented to in writing by a majority of directors or by a majority of members of a committee of directors of the Company, as the case may be, unless (in either case) the BVI Act or our M&A require a different majority.

Indemnification of Directors. In accordance with, and subject to, our M&A (including the limitations detailed therein), the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director of the Company; or (b) is or was, at the request of the Company, serving as a director of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise.

In accordance with, and subject to, our M&A (including the limitations detailed therein), the indemnity referred to above only applies if the liability does not arise as a result of actual fraud or willful default of the indemnified person.

In accordance with, and subject to, our M&A, the Company may purchase and maintain insurance in relation to any person who is or was a director, officer or liquidator of the Company, or who at the request of the Company is or was serving as a director, officer or liquidator of, or in any other capacity is or was acting for, another company or a partnership, joint venture, trust or other enterprise, against any liability asserted against the person and incurred by the person in that capacity, whether or not the Company has or would have had the power to indemnify the person against the liability as provided in the articles.

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Directors and Conflicts of Interest. As noted above, pursuant to the BVI Act and the Company’s M&A, a director of a company who has an interest in a transaction and who has declared such interest to the other directors, may:

(a) vote on a matter relating to the transaction;

(b) attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and

(c) sign a document on behalf of the Company, or do any other thing in his capacity as a director, that relates to the transaction,

and, subject to compliance with the BVI Act shall not, by reason of his office be accountable to the Company for any benefit which he derives from such transaction and no such transaction shall be liable to be avoided on the grounds of any such interest or benefit.

In accordance with, and subject to, our M&A, (a) a director of the Company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into or to be entered into by the Company, disclose the interest to all other directors of the Company; and (b) for the purposes noted foregoing, a disclosure to all other directors to the effect that a director is a member, director or officer of another named entity or has a fiduciary relationship with respect to the entity or a named individual and is to be regarded as interested in any transaction which may, after the date of the entry or disclosure, be entered into with that entity or individual, is a sufficient disclosure of interest in relation to that transaction.

Shareholders’ Suits. The enforcement of the Company’s rights will ordinarily be a matter for its directors.

In certain circumstances, a shareholder has the right to seek various remedies against a BVI company in the event the directors are in breach of their duties under the BVI Act. Pursuant to Section 184B of the BVI Act, if a company or director of a BVI company engages, proposes to engage in, or has engaged in conduct that contravenes the provisions of the BVI Act or the memorandum and articles of association of the company, the BVI court may, on application of a shareholder or director of the company, make an order directing the company or director to comply with, or restraining the company or director from engaging in conduct that contravenes, the BVI Act or the memorandum or articles of association.

Furthermore, pursuant to Section 184I(1) of the BVI Act a shareholder of a company who considers that the affairs of the company have been, are being or are likely to be, conducted in a manner that is, or any acts of the company have been, or are likely to be oppressive, unfairly discriminatory, or unfairly prejudicial to him in that capacity, may apply to the BVI Court for an order which, inter alia, can require the company or any other person to pay compensation to the shareholder.

The BVI Act provides for a series of remedies available to shareholders. Where a company incorporated under the BVI Act conducts some activity which contravenes the BVI Act or the company’s memorandum and articles of association, the court can issue a restraining or compliance order. Under Section 184G of the BVI Act, a shareholder of a company may bring an action against the company for breach of a duty owed by the company to him as a shareholder. A shareholder also pursuant to Section 184C of the BVI Act may, with the leave of the BVI court, bring proceedings or intervene in proceedings in the name of the company, in certain circumstances. Such actions are known as derivative actions. The BVI court may only grant leave to bring a derivative action where the following circumstances apply:

• the company does not intend to bring, diligently continue or defend or discontinue proceedings; and

• it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole.

When considering whether to grant leave, the BVI court is also required to have regard to the following matters:

• whether the shareholder is acting in good faith;

• whether a derivative action is in the company’s interests, taking into account the directors’ views on commercial matters;

• whether the proceedings are likely to succeed;

• the costs of the proceedings; and

• whether an alternative remedy is available.

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Any shareholder of a company may apply to the BVI court under the Insolvency Act, 2003 of the BVI (the “Insolvency Act”) for the appointment of a liquidator to liquidate the company and the court may appoint a liquidator for the company if it is of the opinion that it is just and equitable to do so.

Appraisal Rights. The BVI Act provides that any shareholder of a company is entitled to payment of the fair value of his shares upon dissenting from any of the following: (a) a merger if the company is a constituent company, unless the company is the surviving company and the shareholder continues to hold the same or similar shares; (b) a consolidation, if the company is a constituent company; (c) any sale, transfer, lease, exchange or other disposition of more than 50% in value of the assets or business of the Company if not made in the usual or regular course of the business carried on by the Company but not including: (i) a disposition pursuant to an order of the court having jurisdiction in the matter, (ii) a disposition for money on terms requiring all or substantially all net proceeds to be distributed to the shareholders in accordance with their respective interests within one year after the date of disposition, or (iii) a transfer pursuant to the power of the directors to transfer assets for the protection thereof; (d) a compulsory redemption of 10% or fewer of the issued shares of the Company required by the holders of 90% or more of the votes of the outstanding shares of the Company pursuant to the terms of Section 176 of the BVI Act; and (e) an arrangement, if permitted by the BVI court.

Generally any other claims against a company by its shareholders must be based on the general laws of contract or tort applicable in the BVI or their individual rights as shareholders as established by the company’s memorandum and articles of association. There are common law rights for the protection of shareholders that may be invoked, largely derived from English common law. For example, under the rule established in the English case known as Foss v. Harbottle, a court will generally refuse to interfere with the management of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s affairs by the majority or the board of directors. However, every shareholder is entitled to seek to have the affairs of the company conducted properly according to law and the constituent documents of the company. As such, if those who control the Company have persistently disregarded the requirements of company law or the provisions of the company’s memorandum and articles of association, then the courts may grant relief. Generally, the areas in which the courts will intervene are the following:

• a company is acting or proposing to act illegally or beyond the scope of its authority;

• the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained;

• the individual rights of the plaintiff shareholder have been infringed or are about to be infringed; or

• those who control the Company are perpetrating a “fraud on the minority.”

Share Repurchases and Redemptions. As permitted by the BVI Act and subject to our M&A, shares may be repurchased, redeemed or otherwise acquired by us with shareholder consent. Depending on the circumstances of the redemption or repurchase, our directors may need to determine that, immediately following the redemption or repurchase, we will be able to satisfy our debts as they fall due and the value of our assets exceeds our liabilities. Our directors may only exercise this power on our behalf, subject to the BVI Act, our M&A and to any applicable requirements imposed from time to time by the SEC, the NASDAQ or any other stock exchange on which our securities are listed.

Inspection of Books and Records. Under the BVI Act, members of the general public, on payment of a nominal fee, can obtain copies of the public records of a company available at the office of the Registrar, including the company’s certificate of incorporation, its memorandum and articles of association (with any amendments thereto), records of license fees paid to date, any articles of dissolution, any articles of merger, and a register of charges created by the company (if the Company has elected to file such a register or an applicable chargee has caused the same to be filed).

A shareholder of a company is entitled, on giving written notice to the company, to inspect:

(a) the memorandum and articles of association;

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(b) the register of members;

(c) the register of directors; and

(d) the minutes of meetings and resolutions of shareholders and of those classes of shares of which he is a shareholder.

In addition, a shareholder may make copies of or take extracts from the documents and records referred to in (a) through (d) above. However, subject to the M&A of the Company, the directors may, if they are satisfied that it would be contrary to the Company’s interests to allow a shareholder to inspect any document, or part of any document, specified in (b), (c) or (d) above, refuse to permit the shareholder to inspect the document or limit the inspection of the document, including limiting the making of copies or the taking of extracts from the records. Where a company fails or refuses to permit a shareholder to inspect a document or permits a shareholder to inspect a document subject to limitations, that shareholder may apply to the High Court of the BVI for an order that he should be permitted to inspect the document or to inspect the document without limitation.

Our registered agent is Maples Corporate Services (BVI) Limited, Kingston Chambers, P.O. Box 173, Road Town, Tortola, British Virgin Islands. A company is required to keep a copy of its register of members and register of directors at the offices of its registered agent in the BVI, and the Company is required to notify any changes to the originals of such registers (assuming the originals are held elsewhere) to the registered agent, in writing, within 15 days of any change; and to provide the registered agent with a written record of the physical address of the place or places at which the original register of members or the original register of directors is kept.

Where the place at which the original register of members or the original register of directors of the Company is changed, the Company must provide the registered agent with the physical address of the new location of the records within 14 days of the change of location.

A company is also required to keep at the office of its registered agent or at such other place or places, within or outside the BVI, as the directors may determine the minutes of meetings and resolutions of shareholders and of classes of shareholders; and the minutes of meetings and resolutions of directors and committees of directors. If such records are kept at a place other than at the office of the Company’s registered agent, the Company is required to provide the registered agent with a written record of the physical address of the place or places at which the records are kept and to notify the registered agent, within 14 days, of the physical address of any new location where such records may be kept.

Dissolution; Winding Up. As permitted by the BVI Act and subject to our M&A, we may be voluntarily liquidated and dissolved under Part XII of the BVI Act by resolution of directors and resolution of shareholders if we have no liabilities or we are able to pay our debts as they fall due and the value of our assets equals or exceeds our liabilities.

We also may be wound up and dissolved in circumstances where we are insolvent in accordance with the terms of the Insolvency Act.

Anti-Money Laundering Laws. In order to comply with legislation and regulations aimed at the prevention of money laundering we are required to adopt and maintain anti-money laundering procedures, and may require subscribers to provide evidence to verify their identity. Where permitted, and subject to certain conditions, we also may delegate the maintenance of our anti-money laundering procedures (including the acquisition of due diligence information) to a suitable person. We reserve the right to request such information as is necessary to verify the identity of a subscriber. In the event of delay or failure on the part of the subscriber in producing any information required for verification purposes, we may refuse to accept the application, in which case any funds received will be returned without interest to the account from which they were originally debited.

If any person resident in the BVI knows or suspects that another person is engaged in money laundering or terrorist financing and the information for that knowledge or suspicion came to his or her attention in the course of his or her business the person will be required to report his belief or suspicion to the Financial Investigation Agency of the BVI, pursuant to the Proceeds of Criminal Conduct Act 1997 (as amended). Such a report shall not be treated as a breach of confidence or of any restriction upon the disclosure of information imposed by any enactment or otherwise.

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Exchange controls. We know of no BVI laws, decrees, regulations or other legislation that limit the import or export of capital or the payment of dividends to shareholders holders who do not reside in the BVI.

Material Differences in BVI Law and our Amended and Restated M&A and Delaware Law

Our corporate affairs are governed by our amended and restated M&A and the provisions of applicable BVI law, including the BVI Act and BVI common law. The BVI Act differs from laws applicable to US corporations and their shareholders. The following table provides a comparison between certain statutory provisions of the BVI Act (together with the provisions of our M&A) and the Delaware General Corporation Law relating to shareholders’ rights.

Shareholder Meetings

BVI	Delaware
•   In accordance with, and subject to, our M&A, (a) any director of the company may convene meetings of the shareholders at such times and in such manner as the director considers necessary or desirable; and (b) upon the written request of shareholders entitled to exercise thirty percent (30%) or more of the voting rights in respect of the matter for which the meeting is requested the directors shall convene a meeting of shareholders	•   May be held at such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the board of directors
•   May be held inside or outside the BVI	•   May be held inside or outside Delaware
•   In accordance with, and subject to, our M&A, (a) the director convening a meeting shall give not less than 7 days’ notice of a meeting of shareholders to those shareholders whose names on the date the notice is given appear as shareholders in the register of members of the company and are entitled to vote at the meeting; and the other directors; and (b) the director convening a meeting of shareholders may fix as the record date for determining those shareholders that are entitled to vote at the meeting the date notice is given of the meeting, or such other date as may be specified in the notice, being a date not earlier than the date of the notice	•   Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any
Shareholder’s Voting Rights
BVI	Delaware
•   In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) a shareholder may be represented at a meeting of shareholders by a proxy who may speak and vote on behalf of the shareholder; and (b) the instrument appointing a proxy shall be produced at the place designated for the meeting before the time for holding the meeting at which the person named in such instrument proposes to vote. The notice of the meeting may specify an alternative or additional place or time at which the proxy shall be presented	•   Any person authorized to vote may authorize another person or persons to act for him by proxy

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•   In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) a meeting of shareholders is duly constituted if, at the commencement of the meeting, there are present in person or by proxy not less than fifty percent of the votes of the ordinary shares or class or series of ordinary shares entitled to vote on resolutions of shareholders to be considered at the meeting; and (b) if within two hours from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the request of shareholders, shall be dissolved; in any other case it shall stand adjourned to the next business day in the jurisdiction in which the meeting was to have been held at the same time and place or to such other time and place as the directors may determine, and if at the adjourned meeting there are present within one hour from the time appointed for the meeting in person or by proxy not less than one third of the votes of the Shares or each class or series of ordinary shares entitled to vote on the matters to be considered by the meeting, those present shall constitute a quorum but otherwise the meeting shall be dissolved	•   The charter or bylaws may specify the number to constitute a quorum but in no event shall a quorum consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a quorum
•   In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) at any meeting of the shareholders, the chairman is responsible for deciding in such manner as he considers appropriate whether any resolution proposed has been carried or not and the result of his decision shall be announced to the meeting and recorded in the minutes of the meeting. If the chairman has any doubt as to the outcome of the vote on a proposed resolution, he shall cause a poll to be taken of all votes cast upon such resolution. If the chairman fails to take a poll then any shareholder present in person or by proxy who disputes the announcement by the chairman of the result of any vote may immediately following such announcement demand that a poll be taken and the chairman shall cause a poll to be taken. If a poll is taken at any meeting, the result shall be announced to the meeting and recorded in the minutes of the meeting; and (b) a resolution of shareholders is passed if either (i) the resolution is approved at a duly convened and constituted meeting of the shareholders of the company by the affirmative vote of a majority of the votes of the ordinary shares entitled to vote thereon which were present at the meeting and were voted; or (ii) the resolution is consented to in writing by a majority of the votes of ordinary shares entitled to vote thereon; unless (in either case) the BVI Act or our M&A require a different majority
•   In accordance with, and subject to, our M&A, (a) the rights attached to ordinary shares as specified in the M&A may only, whether or not the company is being wound up, be varied with the consent in writing of or by a resolution passed at a meeting by the holders of more than fifty percent (50%) of the issued ordinary shares of that class, except where some other majority is required under our M&A or the BVI Act	•   Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents require approval of a majority of its shareholders
•   In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), the company may amend its memorandum or articles by a resolution of shareholders or by a resolution of directors, save that no amendment may be made by a Resolution of directors: (i) to restrict the rights or powers of the shareholders to amend the memorandum or articles; (ii) to change the percentage of shareholders required to pass a Resolution of Shareholders to amend the memorandum or articles; (iii) in circumstances where the memorandum or articles cannot be amended by the shareholders; or (iv) to certain specified clauses of the articles of association	•   The certificate of incorporation or bylaws may provide for cumulative voting

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Directors

BVI	Delaware
•   In accordance with, and subject to, our M&A, the minimum number of directors shall be one	•   Board must consist of at least one member
•   In accordance with, and subject to, our M&A (including, for the avoidance of any doubt, any rights or restrictions attaching to any shares), (a) the directors are elected by resolution of shareholders or by resolution of directors for such term as the shareholders or directors determine; (b) each director holds office for the term, if any, fixed by the resolution of shareholders or resolution of directors appointing him, or until his earlier death, resignation or removal. If no term is fixed on the appointment of a director, the director serves indefinitely until his earlier death, resignation or removal: (c) a director may be removed from office with or without cause, by a resolution of shareholders passed at a meeting of shareholders called for the purposes of removing the director or for purposes including the removal of the director or by a written resolution passed by a least seventy five per cent of the shareholders of the company entitled to vote; (d) a director may resign his office by giving written notice of his resignation to the company and the resignation has effect from the date the notice is received by the company at the office of its registered agent or from such later date as may be specified in the notice and a director shall resign forthwith as a director if he is, or becomes, disqualified from acting as a director under the BVI Act; (e) the directors may at any time appoint any person to be a director either to fill a vacancy or as an addition to the existing directors and where the directors appoint a person as director to fill a vacancy, the term shall not exceed the term that remained when the person who has ceased to be a director ceased to hold office; (f) a vacancy in relation to directors occurs if a director dies or otherwise ceases to hold office prior to the expiration of his term of office; and (g) a director is not required to hold ordinary shares as a qualification to office.	•   Number of board members shall be fixed by the by laws, unless the charter fixes the number of directors, in which case a change in the number shall be made only by amendment of the charter
•   Directors do not have to be independent	•   Directors do not have to be independent

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Fiduciary Duties

BVI	Delaware
•   Directors owe duties at both common law and under statute including as follows:	•   Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the corporation
•   Duty to act honestly and in good faith and in what the director believes to be in the best interests of the company;	•   Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal benefits
•   Duty to exercise powers for a proper purpose and directors shall not act, or agree to the Company acting, in a manner that contravenes the BVI Act or the M&A;
•   The BVI Act provides that a director of a company shall, forthwith after becoming aware of the fact that he is interested in a transaction entered into, or to be entered into, by the company, disclose the interest to the board of the company. However, the failure of a director to disclose that interest does not affect the validity of a transaction entered into by the director or the company, so long as the transaction was not required to be disclosed because the transaction is between the company and the director himself and is in the ordinary course of business and on usual terms and conditions. Additionally, the failure of a director to disclose an interest does not affect the validity of the transaction entered into by the company if (a) the material facts of the interest of the director in the transaction are known by the shareholders entitled to vote at a meeting of shareholders and the transaction is approved or ratified by a resolution of shareholders or (b) the company received fair value for the transaction	•   Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the transaction

Shareholder’s Derivative Actions

BVI	Delaware
Generally speaking, the company is the proper plaintiff in any action. A shareholder may, with the leave of the BVI court, bring proceedings or intervene in proceedings in the name of the company, in certain circumstances. Such actions are known as derivative actions. The BVI court may only grant leave to bring a derivative action where the following circumstances apply:	•   In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholder’s stock thereafter devolved upon such shareholder by operation of law
•   the company does not intend to bring, diligently continue or defend or discontinue the proceedings; and	•   Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons for not making such effort
•   it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the determination of the shareholders as a whole when considering whether to grant leave, the BVI court is also required to have regard to the following matters:	•   Such action shall not be dismissed or compromised without the approval of the Delaware Court of Chancery

i. whether the shareholder is acting in good faith;

ii. whether a derivative action is in the interests of the company, taking into account the directors’ views on commercial matters;

iii. whether the action is likely to succeed;

iv. the costs of the proceedings in relation to the relief likely to be obtained; and

v. whether an alternative remedy to the derivative claim is available

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SHARES ELIGIBLE FOR FUTURE SALES

Upon completion of this offering, a minimum amount of 33,672,090 and a maximum amount of 40,672,090 of ordinary shares will be outstanding, representing approximately 100% of our outstanding ordinary shares, which number of shares has been calculated based on an assumed initial offering price of US$5 per share, as indicated on the cover page of the prospectus. All of the ordinary shares sold in this offering by us or the selling shareholders will be freely transferable by persons other than by our “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of the ordinary shares in the public market could adversely affect prevailing market prices of the ordinary shares. Prior to this offering, there has been no public market for our ordinary shares. We have applied to list the ordinary shares on the NASDAQ, but we cannot assure you that a regular trading market will develop in the ordinary shares.

Lock-up Agreements 

The Company and each of our directors, executive officers, and existing shareholder of more than 5% of outstanding shares of the Company have entered similar lock-up agreements for a period of 180 days after the effective date (the “Effective Date”) of this registration statement, not to offer, issue, sell, contract to sell, encumber, grant any option to purchase, make any short sale, lend or otherwise dispose of, except in this offering, any of our ordinary shares or securities that are substantially similar to our ordinary shares, other than pursuant to employee stock option plans existing on, or upon the conversion or exchange of convertible or exchangeable securities outstanding as of, the date such lock-up agreement was executed, without the prior written consent of the Selling Agent. None of the selling shareholders will enter any lock-up agreement with the Selling Agent.

Other than this offering, we are not aware of any plans by any significant shareholders to dispose of significant numbers of the ordinary shares. However, one or more existing shareholders may dispose of significant numbers of the ordinary shares in the future. We cannot predict what effects, if any, future sales of the ordinary shares, or the availability of ordinary shares for future sale, will have on the trading price of the ordinary shares from time to time. Sales of substantial amounts of the ordinary shares in the public market, or the perception that these sales could occur, could adversely affect the trading price of the ordinary shares.

Rule 144

All of our ordinary shares that will be outstanding upon the completion of this offering, other than those ordinary shares sold in this offering, are “restricted securities” as that term is defined in Rule 144 under the Securities Act and may be sold publicly in the United States only if they are subject to an effective registration statement under the Securities Act or pursuant to an exemption from the registration requirement such as those provided by Rule 144 and Rule 701 promulgated under the Securities Act. In general, beginning 90 days after the date of this prospectus, a person (or persons whose shares are aggregated) who at the time of a sale is not, and has not been during the three months preceding the sale, an affiliate of ours and has beneficially owned our restricted securities for at least six months will be entitled to sell the restricted securities without registration under the Securities Act, subject only to the availability of current public information about us, and will be entitled to sell restricted securities beneficially owned for at least one year without restriction. Persons who are our affiliates and have beneficially owned our restricted securities for at least six months may sell a number of restricted securities within any three-month period that does not exceed the greater of the following:

• 1% of the then outstanding ordinary shares of the same class, in the form of ordinary shares, which immediately after this offering will equal a minimum of 336,721 or a maximum of 406,721 ordinary shares, which number of shares has been calculated based on an assumed initial offering price of US$5 per share; or

• the average weekly trading volume of our ordinary shares of the same class, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

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Sales by our affiliates under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about us.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of our employees, consultants or advisors who purchases our ordinary shares from us in connection with a compensatory stock plan or other written agreement executed prior to the completion of this offering is eligible to resell those ordinary shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

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TAXATION

The following is a summary of the material British Virgin Islands, the Republic of China and United States federal income tax consequences and considerations relevant to an investment in the ordinary shares. The discussion is based on laws and relevant interpretations thereof in effect as of the date hereof, all of which are subject to change or different interpretations, possibly with retroactive effect. The discussion does not address United States state or local tax laws, or tax laws of jurisdictions other than the British Virgin Islands, the Republic of China and the United States. However, we strongly encourage investors to consult their tax advisors respectively regarding the particular tax consequences of investing in us and the impacts on each of the particular potential investors’ overall tax liabilities.

British Virgin Islands Taxation

Under British Virgin Islands law as currently in effect, a holder of ordinary shares who is not a resident of the British Virgin Islands is exempt from British Virgin Islands income tax on dividends paid with respect to the ordinary shares and all holders of ordinary shares are not liable to the British Virgin Islands for income tax on gains realized during that year on sale or disposal of such shares. The British Virgin Islands does not impose a withholding tax on dividends paid by a company incorporated or re-registered under the BVI Act.

There are no capital gains, gift or inheritance taxes levied by the British Virgin Islands on companies incorporated or re-registered under the BVI Act or persons not resident in the British Virgin Islands. In addition, shares of companies incorporated or re-registered under the BVI Act are not subject to transfer taxes, stamp duties or similar charges.

There is no income tax treaty currently in effect between the United States and the British Virgin Islands or between Taiwan and the British Virgin Islands.

The disclosure included in the British Virgin Islands Taxation section of this Prospectus is the opinion of Maples & Calder, our BVI counsel. In addition, Maples & Calder has confirmed the information relating the BVI taxation contained in this section as part of its legal opinion attached herein as Exhibit 8.1.

United States Taxation

• Material United States Federal Income Tax Considerations

The following is a general summary of material U.S. federal income tax considerations relating to the purchase, ownership and disposition of the ordinary shares by U.S. Investors (as defined below) that purchase the ordinary shares pursuant to the public offering and hold such ordinary shares as capital assets as defined under the Internal Revenue Code of 1986, as amended, or the Code. This summary is based on the Code, the Treasury regulations issued pursuant to the Code, or the Treasury Regulations, and administrative and judicial interpretations thereof, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or to different interpretation. Such change could materially and adversely affect the tax consequences described below. No assurance can be given that the Internal Revenue Service (the “IRS”) would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described below. This summary is for general information only and does not address all of the tax considerations that may be relevant to specific U.S. Investors in light of their particular circumstances or to U.S. Investors subject to special treatment under U.S. federal income tax law (such as banks or other financial institutions, insurance companies, tax-exempt organizations, retirement plans, partnerships, regulated investment companies, dealers in stock, securities or currencies, brokers, real estate investment trusts, certain former citizens or residents of the United States, persons who acquire ordinary shares as part of a straddle, hedge, conversion transaction or other integrated investment, persons that have a “functional currency” other than the U.S. dollar, persons that own directly, indirectly or constructively 10.0% or more of our company’s shares, persons that are resident in or hold ordinary shares in connection with a permanent establishment outside the United States or persons that generally mark their securities to market for U.S. federal income tax purposes).

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As used in this summary, the term “U.S. Investor” means a beneficial owner of ordinary shares that is, for U.S. federal income tax purposes, (i) an individual citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii) an estate, the income of which is subject to U.S. federal income tax regardless of its source or (iv) a trust, (a) if a court within the United States is able to exercise primary supervision over its administration and one or more “U.S. persons” (within the meaning of the Code) have the authority to control all of its substantial decisions, or (b) if a valid election is in effect for the trust to be treated as a U.S. person.

If an entity treated as a partnership for U.S. federal income tax purposes holds the ordinary shares, the tax treatment of such partnership and each partner thereof will generally depend upon the status and activities of the partnership and such partner. A holder that is treated as a partnership for U.S. federal income tax purposes should consult its own tax adviser regarding the U.S. federal income tax considerations applicable to it and its partners of the purchase, ownership and disposition of the ordinary shares.

Prospective investors should consult their tax advisers as to the particular tax considerations applicable to them relating to the purchase, ownership and disposition of ordinary shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.

• Taxation of Dividends

Subject to the passive foreign investment company (“PFIC”) discussed below, a U.S. Investor will be required to include in gross income the gross amount of any distribution paid on the ordinary shares (including any amount of taxes withheld by our company) out of our Company’s current or accumulated earnings and profits (as determined for U.S. federal income tax purposes). Distributions in excess of our Company’s current and accumulated earnings and profits will be treated as a non-taxable return of capital to the extent of the U.S. Investor’s adjusted tax basis in the ordinary shares and thereafter will be treated as a gain from the sale of the ordinary shares. Consequently, a U.S. Investor should treat the entire amount of any distribution received as a dividend.

In case of a U.S. Investor that is a corporation, dividends paid on the ordinary shares will be subject to regular corporate rates and will not be eligible for the “dividends received” deduction generally allowed to corporate shareholders with respect to dividends received from U.S. corporations. Subject to the discussion below, dividends paid on the ordinary shares to individuals and certain other non-corporate persons will generally be subject to tax at ordinary income rates.

Certain dividends received by non-corporate U.S. Investors, including individuals, in taxable years beginning before January 1, 2013, generally will be subject to a maximum income tax rate of 15.0%. This reduced income tax rate is applicable to dividends paid by “qualified foreign corporations” and only if certain holding period requirements and other conditions are met. A non-U.S. corporation (other than a corporation that is classified as a PFIC for the taxable year in which the dividend is paid or the preceding taxable year) generally will be considered to be a qualified foreign corporation (i) if it is eligible for the benefits of a comprehensive tax treaty with the U.S. and which includes an exchange of information program or (ii) with respect to any dividend it pays on stock which is readily tradable on an established securities market in the U.S. Unless legislation is enacted extending the favorable tax treatment of dividends, dividends received by non-corporate U.S. investors in taxable years beginning after December 31, 2012 will generally be subject to tax at ordinary income rates.

A U.S. Investor may be eligible, subject to a number of complex limitations, to claim a foreign tax credit in respect of any foreign withholding taxes imposed on dividends received on the ordinary shares. A U.S. Investor who does not elect to claim a foreign tax credit for foreign income tax withheld, may instead claim a deduction, for U.S. federal income tax purposes, in respect of such withholding, but only for a year in which such investor elects to do so for all creditable foreign income taxes. For purposes of calculating the foreign tax credit limitation, dividends paid by our Company will, depending on the circumstances of the U.S. investor, be either general or passive income.

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• Taxation of Sale, Exchange or Other Disposition of ordinary shares

Subject to the PFIC discussion below, a U.S. investor generally will recognize capital gain or loss upon the sale, exchange or other disposition of ordinary shares in an amount equal to the difference, if any, between the amount realized on the sale, exchange or other disposition and the U.S. Investor’s adjusted tax basis in such ordinary shares. This capital gain or loss will be long-term capital gain or loss if the U.S. Investor’s holding period in the ordinary shares exceeds one year. Long-term capital gain of a non-corporate U.S. investor is generally taxed at preferential rates. The deductibility of capital losses is subject to limitations. The gain or loss will generally be income or loss from sources within the United States for U.S. foreign tax credit purposes. U.S. Investors are urged to consult their tax advisors regarding the tax consequences if a foreign tax is imposed on the disposition of ordinary shares, including the availability of the foreign tax credit under an investor’s own particular circumstances.

A U.S. investor that receives non-U.S. currency on the disposition of the ordinary shares will realize an amount equal to the U.S. dollar value of the foreign currency received on the date of disposition (or in the case of cash basis and electing accrual basis taxpayers, the settlement date) whether or not converted into U.S. dollars at that time. Very generally, the U.S. Investor will recognize currency gain or loss if the U.S. dollar value of the currency received on the settlement date differs from the amount realized with respect to the ordinary shares. Any currency gain or loss on the settlement date or on any subsequent disposition of the foreign currency generally will be U.S. source ordinary income or loss.

• Passive Foreign Investment Company

In general, a foreign corporation will be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which either (i) at least 75.0% of its gross income is “passive income” or (ii) at least 50.0% of the average value of its total assets is attributable to assets that produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among other things, dividends, interest, certain royalties, rents and gains from commodities and securities transactions and from the sale or exchange of property that gives rise to passive income. In determining whether a foreign corporation is a PFIC, a proportionate share of the income and assets of each corporation in which it owns, directly or indirectly, at least a 25.0% interest (by value) is taken into account.

We do not expect to be a PFIC for the current taxable year or any future year. The PFIC determination, however, depends upon the application of complex U.S. federal income tax rules concerning the classification of our assets and income for this purpose and the application of these rules is uncertain in some respects. Under the income and asset tests, whether our company is a PFIC will be determined annually based upon the composition and nature of our income and the composition, nature and valuation of our assets, all of which are subject to change. For purposes of the asset test, any cash, including proceeds from the public offering, will generally be treated as a passive asset and the amount of cash held by our Company in any year will depend, in part, on when our Company spends the cash raised from the public offering and generated in its operations. In addition, the determination of our Company’s PFIC status will depend upon the nature of the assets acquired by our Company. Moreover, the determination of the value of our Company’s assets may depend on its market capitalization, and that market capitalization may fluctuate. Accordingly, there can be no assurance that we will not be a PFIC in the current or any future year. In addition, there can be no assurance that the IRS will not challenge any determination by our Company that it does not constitute a PFIC.

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If our Company was classified as a PFIC for any taxable year during which a U.S. Investor held ordinary shares, the U.S. Investor, absent certain elections (including a mark-to-market election), would generally be subject to adverse rules (regardless of whether our company continues to be classified as a PFIC) with respect to (i) any “excess distributions” (generally, any distributions received by the U.S. Investor on the ordinary shares in a taxable year that were greater than 125 percent of the average annual distributions received by the U.S. Investor in the three preceding taxable years or, if shorter, the U.S. Investor’s holding period for the ordinary shares) and (ii) any gain realized on the sale or other disposition of ordinary shares.

Under these adverse rules (a) the excess distribution or gain would be allocated ratably over the U.S. Investor’s holding period, (b) the amount allocated to the current taxable year and any taxable year prior to the first taxable year in which our company was classified as a PFIC will be taxed as ordinary income, and (c) the amount allocated to each of the other taxable years during which our company was classified as a PFIC would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayers for that year and an interest charge would be imposed with respect to the resulting tax attributable to each such taxable year.

If our company was a PFIC for any taxable year during which a U.S. Investor held the ordinary shares, our company would continue to be treated as a PFIC with respect to that U.S. Investor for all succeeding years during which the U.S. Investor held the ordinary shares. The U.S. Investor may terminate this deemed PFIC status by electing to recognize gains (which would be taxed under the special tax rules discussed above) as if the U.S. Investor’s ordinary shares had been sold on the last day of the last taxable year for which our company was a PFIC. If our company holds or acquires an interest in an entity which is itself a PFIC, such an interest may be treated as owned by a U.S. Investor. U.S. Investors should consult their own tax advisers regarding the consequences to them if our company holds or acquires an interest in an entity which is itself a PFIC.

Although the PFIC rules permit a U.S. holder of stock in a PFIC in certain circumstances to avoid some of the disadvantageous tax treatment described above by making a “qualified electing fund,” or QEF, election, a U.S. Investor will not be able to elect to treat our Company as a QEF because our Company does not intend to prepare the information that the U.S. Investor would need to make a QEF election.

If our company was a PFIC in any year with respect to a U.S. Investor, the disadvantageous tax treatment described above may in part be avoided with respect to our company if a U.S. Investor validly made a mark-to-market election as of the beginning of such U.S. Investor’s holding period. If such election was made, such U.S. Investor generally would be required to take into account the difference, if any, between the fair market value of, and its adjusted tax basis in, the ordinary shares at the end of each taxable year as ordinary income or, to the extent of any net mark-to-market gains previously included in income, ordinary loss, and to make corresponding adjustments to the tax basis of such ordinary shares. In addition, any gain from a sale, exchange or other disposition of the ordinary shares would be treated as ordinary income, and any loss would be treated as ordinary losses (to the extent of any net mark-to-market gains previously included in income). A mark-to-market election is available to a U.S. Investor only if the ordinary shares are considered “marketable stock.” Generally, shares will be considered marketable stock if the shares are “regularly traded” on a “qualified exchange” within the meaning of applicable Treasury Regulations.

If our company was a PFIC in any year with respect to a U.S. investor, the U.S. Investor would be required to file an annual return on IRS Form 8621 regarding distributions received on the ordinary shares and any gain realized on the disposition of the ordinary shares. In addition, under recently enacted U.S. legislation and subject to future guidance, if we were a PFIC, U.S. Investors would be required to file, for taxable years beginning after March 18, 2010, an annual information return with the IRS relating to their ownership of the ordinary shares. Although expected, no guidance has yet been issued about such return, including on the information required to be reported on such return, the form of the return, or the due date for the return.

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U.S. investors should consult their tax advisors regarding the potential application of the PFIC regime, including eligibility for and the manner and advisability of making a mark-to-market election.

• Certain Reporting Requirements

Certain U.S. investors are required to file information returns with the IRS, including IRS Form 926, Return by U.S. Transferor of Property to a Foreign Corporation, reporting transfers of cash or other property to our Company and information relating to the U.S. Investor and our Company. Substantial penalties may be imposed upon a U.S. Investor that fails to comply.

Subject to specified exceptions and future guidance, recently enacted U.S. tax legislation generally requires a U.S. Investor (that is an individual or, to the extent provided in future guidance, a U.S entity) to report to the IRS such U.S. Investor’s interests in stock or securities issued by a non-U.S. person (such as the company) for taxable years beginning after March 18, 2010. Although expected, no guidance on this reporting requirement has yet been issued. U.S. Investors should consult their tax advisors regarding the information reporting obligations that may arise from their acquisition, ownership or disposition of ordinary shares.

• Backup Withholding Tax and Information Reporting Requirements

Under certain circumstances, U.S. backup withholding tax and/or information reporting may apply to U.S. Investors with respect to dividend payments made on or the payment of proceeds from the sale, exchange or other disposition of the ordinary shares, unless an applicable exemption is satisfied. U.S. Investors that are corporations generally are excluded from these information reporting and backup withholding tax rules. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding tax rules will be allowed as a credit against a U.S. Investor’s U.S. federal income tax liability, if any, or will be refunded, if such U.S. Investor timely furnishes required information to the IRS.

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Republic of China Taxation

This section consults certain Taiwan tax provisions respecting the issuance of securities outside Republic of China by a BVI business company.

• Transaction or Turnover Tax

According to the current tax laws of Republic of China, transaction tax or stamp duties shall be levied only upon companies registered in the territory of Republic of China or securities approved for circulation therein. BVI business companies, the securities of which have been issued outside the territory of Republic of China, will not incur any transaction tax, stamp duties, or tax liabilities of similar kind.

However, in accordance with Tai-Cai-Shui-Zi No. 10400737840 Decree issued by Ministry of Finance on January 6, 2016, Standards of Withholding Rates for Various Incomes of Article 4 states that “[t]he net dividends or profit distributed to a profit-seeking enterprise having its head office outside the territory of the R.O.C. from investment in an enterprise within the territory of the R.O.C. shall be withheld at a rate of 20% of the amount distributed by the withholder when payment is made.” Therefore, when any of the Taiwan Subsidiaries of Imperial Garden & Resort distributes its dividend income to the Company, then a tax of 20% of the income from the dividends shall be withheld by such Subsidiary.

• Income Tax on Sales of Securities and Dividends

According to the current income tax law of Republic of China, income tax shall not be levied on the shareholders or share-holders of a BVI business company, unless the income from sales of or dividends generated from the securities of the BVI business company exceeds the taxable threshold in an amount of NTD6,700,000 (approximately USD $220,810) per year for each Taiwanese individual shareholder and NTD500,000 (approximately USD $16,478) per year for each institutional shareholder, subject to adjustments from time to time.

For more information, please refer to the Taiwan Tax Opinion attached herein as Exhibit 8.2.

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Plan of Distribution

We expect to enter into an selling agency agreement with the Selling Agent named therein with respect to the ordinary shares in this offering, excluding the ordinary shares offered by the selling shareholders. Under the terms and subject to the conditions contained in the selling agency agreement, we have agreed to issue and sell a minimum offering amount of ordinary shares and a maximum offering    amount of ordinary shares on a best efforts basis. The offering is being made without a firm commitment by the Selling Agent, which has no obligation or commitment to purchase any securities. The Selling Agent is not required to sell any specific dollar amount of ordinary shares but will use its best efforts to sell the ordinary shares offered.

We do not intend to close this offering unless we sell at least a minimum number of share, at the price per share set forth on the cover page of this prospectus, to result in sufficient proceeds to list the ordinary shares on the NASDAQ. We have applied to list the ordinary shares on the NASDAQ under the symbol “MNSI”. Because this is a best efforts offering, the Selling Agent does not have an obligation to purchase any securities, and, as a result, we may not be able to sell the minimum number of ordinary shares. The offering may close or terminate, as the case may be, on the earlier of (i) any time after the minimum offering amount of the ordinary shares is raised, or (ii) 120 days from the date of this prospectus, or the expiration date. If we can successfully raise the minimum offering amount within the offering period, the proceeds from the offering will be released to us.

We expect that delivery of the ordinary shares will be made to investors through the book-entry facilities of The Depositary Trust Company.

The selling agency agreement provides that the obligation of the Selling Agent to sell the ordinary shares, on a best efforts basis, is subject to certain conditions precedent, including but not limited to (1) obtaining listing approval on the NASDAQ, (2) delivery of legal opinions and (3) delivery of auditor comfort letters. The Selling Agent is under no obligation to purchase any ordinary shares for its own account. Trading in the ordinary shares will commence within five days after the date of the initial issuance of ordinary shares pursuant to this prospectus. As an offering on a best efforts basis, there can be no assurance that the offering contemplated hereby will ultimately be consummated. The Selling Agent may, but is not obligated to, retain other selected dealers that are qualified to offer and sell the shares and that are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Discounts, Commissions and Expenses

We have agreed to pay the Selling Agent a fee equal to 7% of the gross proceeds of the offering from investors introduced by the Selling Agent.

We have agreed to pay a non-accountable expense allowance to the Selling Agent up to US$300,000. We have agreed to pay the Selling Agent’s reasonable out-of-pocket expenses (including fees and expenses of the Selling Agent’s counsel, fees, expenses and disbursements relating to background checks of our officers and directors not exceeding US$______ in the aggregate, and preparation of printed documents for closing and deal mementos with costs not exceeding US$_______ incurred by the Selling Agent in connection with this offering. We have paid an advance of US$30,000 to the Selling Agent to be applied to the Selling Agent’s anticipated out-of-pocket expenses. The advance will be returned to us to the extent such out-of-pocket accountable expenses are not actually incurred in accordance with FINRA Rule 5110(f)(2)(C). We have also agreed to grant to the Selling Agent a warrant covering a number of ordinary shares equal to 6 % of the aggregate number of the shares underlying the ordinary shares being sold in the offering. The Selling Agent Warrants will be exercisable, in whole or in part, during a period commencing on a date that is six (6) months after the closing and will expire on the three-year anniversary of. the effective date of Offering pursuant to FINRA Rule 5110(f)(2)(G)(i). The Selling Agent Warrants will be exercisable at a price equal to 125% of the offering price of the ordinary shares in connection with the offering and shall not be redeemable. We will register the shares underlying the Selling Agent Warrants and will file all necessary undertakings in connection therewith. The Selling Agent Warrants may not be sold, transferred, assigned, pledged or hypothecated for a period beginning from SEC’s declaration of effectiveness of our registration statement on Form F-1, of which this prospectus forms a part (in accordance with FINRA Rule 5110), until 180 days after the closing of the offering, except that they may be assigned, in whole or in part, to any successor, officer, manager, member, or partner of the Selling Agent, and to members of the syndicate or selling group and their respective officers, managers, members or partners. The Selling Agent Warrants may be exercised as to all or a lesser number of shares, will provide for cashless exercise and will contain provisions for one demand registration of the sale of underlying shares at our expense, an additional demand registration at the Selling Agent Warrants’ holders’ expenses, and unlimited “piggyback” registration rights at our expense for a period of three years after the effective date of the Offering pursuant to FINRA Rule 5110(f)(2)(G)(iv). The demand for registration may be made at any time one year after the effective date of the Offering but no later than three years the effective date of the Offering pursuant to FINRA Rule 5110(f)(2)(G)(v).

We have agreed to pay our expenses related to the offering. We estimate that our total expenses related to this offering, excluding the estimated commissions to the Selling Agent and payment of the Selling Agent’s expenses referred to above, will be approximately US$_____ .

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Except as disclosed in this prospectus, the Selling Agent has not received and will not receive from us any other item of compensation or expense in connection with this offering considered by FINRA to be underwriting compensation under FINRA Rule 5110.

The table below shows per share and total commissions that we will pay to the Selling Agent.

	Minimum offering amount				Maximum offering amount
	Per share		Total		Per share		Total
Discounts and commissions to the Selling Agent paid by us	US$	0.35	US$	1,050,000	US$	0.35	US$	3,500,000
Discounts and commissions paid to the Selling Agent by the selling shareholders		0		0		0		0
Total	US$	0.35	US$	1,050,000	US$	0.35	US$	3,500,000

The selling shareholders do not engage the Selling Agent to facilitate the sales of their ordinary shares in any manner.

We have agreed that, subject to certain exceptions, we will not without the prior written consent of the representatives, during the period ending 180 days after the date of effectiveness pursuant to FINRA Rule 5110(g)(1) (the “restricted period”):

• offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares;

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares; or

• file any registration statement with the SEC relating to the offering of any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares (other than a registration statement on Form S-8);

whether any such transaction described above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise.

Each of our directors, executive officers and existing beneficial owners of 5% or more of our outstanding ordinary shares has agreed that, subject to certain exceptions, such director, executive officer or beneficial owner of 5% or more of our outstanding ordinary shares will not, without the prior written consent of the Selling Agent, during the restricted period:

• offer, pledge, sell, contract to sell, grant, lend or otherwise transfer or dispose of, directly or indirectly, any ordinary shares or any securities convertible into or exercisable or exchangeable for ordinary shares;

• enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the ordinary shares; or

• make any demand for or exercise any right with respect to, the registration of any ordinary shares or any security convertible into or exercisable or exchangeable for ordinary shares;

whether any such transaction described above is to be settled by delivery of ordinary shares or such other securities, in cash or otherwise.

Prior to this Offering, there has been no public market for the ordinary shares. The initial public offering price will be determined by negotiations between us and the Selling Agent. In determining the initial public offering price, we and the Selling Agent expects to consider a number of factors, including:

• the information set forth in this prospectus and otherwise available to the representatives;

• our prospects and the history and prospects for the industry in which we compete;

• an assessment of our management;

• our prospects for future earnings;

• the general condition of the securities markets at the time of this offering;

• the recent market prices of, and demand for, publicly traded securities of generally comparable companies; and

• other factors deemed relevant by the Selling Agent and us.

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

We have agreed to indemnify the Selling Agent against certain liabilities, including liabilities under the Securities Act. If we are unable to provide this indemnification, we will contribute to payments that the Selling Agent may be required to make for these liabilities.

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Terms of the Offering

We are offering, on a best efforts basis, a minimum of approximately 3,000,000 ordinary shares and a maximum of approximately 10,000,000 ordinary shares. The Offering is being made without a firm commitment by the Selling Agent, which has no obligation or commitment to purchase any securities. The Selling Agent is not required to sell any specific number of dollar amount of ordinary shares but will use its best efforts to sell the ordinary shares offered. The ordinary shares are being offered for a period not to exceed 120 days. If the minimum offering amount is not raised within 120 days from the date of this prospectus, all subscription funds from the escrow account will be returned to investors promptly without interest (since the funds are being held in a non-interest bearing account) or deduction of fees. The Offering may terminate on the earlier of (i) any time after the minimum offering amount of the ordinary shares is raised, or (ii) 120 days from the date of this prospectus. If we can successfully raise the minimum offering amount within the offering period, the proceeds from the Offering will be released to us.

Deposit of Offering Proceeds

The Selling Agent and the Company have agreed in accordance with the provisions of SEC Rule 15c2-4 to cause all the proceeds received by the Selling Agent for the sale of the ordinary shares in this Offering will be promptly deposited in a separate (limited to funds received on behalf of us) non-interest bearing bank account at the branch of established by the Escrow Agent, or the Escrow Account. The purpose of the Escrow Account is for (i) the deposit of all subscription monies (checks or wire transfers) which are received by the Selling Agent from prospective purchasers of the offered ordinary shares and are delivered by the Selling Agent to the Escrow Agent, (ii) the holding of amounts of subscription monies which are collected through the banking system, and (iii) the disbursement of collected funds.

The Selling Agent shall promptly deliver to the Escrow Agent all funds in the form of checks or wire transfers which it receives from prospective purchasers of the ordinary shares by the end of the next business day following receipt where internal supervisory review is conducted at the same location at which subscription documents and funds are received. Simultaneously with each deposit to the Escrow Account, the Selling Agent shall inform the Escrow Agent about the subscription information for each prospective purchaser. Upon the Escrow Agent’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to “ ”  The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Escrow Account checks which are not accompanied by the appropriate subscription information. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the subscription information required with respect to such payments.

No interest will be available for payment to either us or the investors (since the funds are being held in a non-interest bearing account). All subscription funds will be held in trust pending the raising of the minimum offering amount and no funds will be released to us until the completion of the offering. Release of the funds to us is based upon the Escrow Agent reviewing the records of the depository institution holding the escrow to verify that the funds received have cleared the banking system prior to releasing the funds to us. All subscription information and subscription funds through checks or wire transfers should be delivered to the Escrow Agent. Failure to do so will result in subscription funds being returned to the investor. In event that the offering is terminated, all subscription funds from the escrow account will be returned to investors. We intend to appoint an independent third party as our Escrow Agent.

Electronic Offer, Sale and Distribution of Ordinary Shares

A prospectus in electronic format may be made available on the websites maintained by the Selling Agent. In addition, ordinary shares may be sold by the Selling Agent to securities dealers who resell ordinary shares to online brokerage account holders. Other than the prospectus in electronic format, the information on the Selling Agent’s website and any information contained in any other website maintained by the Selling Agent is not part of the prospectus or the registration statement of which this prospectus forms a part, has not been approved and/or endorsed by us or the Selling Agent in its capacity as Selling Agent and should not be relied upon by investors.

Selling Restrictions

No action has been taken in any jurisdiction (except in the United States) that would permit a public offering of the ordinary shares, or the possession, circulation or distribution of this prospectus or any other material relating to us or the ordinary shares, where action for that purpose is required. Accordingly, the ordinary shares may not be offered or sold, directly or indirectly, and neither this prospectus nor any other offering material or advertisements in connection with the ordinary shares may be distributed or published, in or from any country or jurisdiction except in compliance with any applicable rules and regulations of any such country or jurisdiction.

Australia. This prospectus is not a product disclosure statement, prospectus or other type of disclosure document for the purposes of Corporations Act 2001 (Commonwealth of Australia) (the “Act”) and does not purport to include the information required of a product disclosure statement, prospectus or other disclosure document under Chapter 6D.2 of the Act. No product disclosure statement, prospectus, disclosure document, offering material or advertisement in relation to the offer of the ordinary shares has been or will be lodged with the Australian Securities and Investments Commission or the Australian Securities Exchange.

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Accordingly, (1) the offer of the ordinary shares under this prospectus may only be made to persons: (i) to whom it is lawful to offer the ordinary shares without disclosure to investors under Chapter 6D.2 of the Act under one or more exemptions set out in Section 708 of the Act, and (ii) who are “wholesale clients” as that term is defined in section 761G of the Act, (2) this prospectus may only be made available in Australia to persons as set forth in clause (1) above, and (3) by accepting this offer, the offeree represents that the offeree is such a person as set forth in clause (1) above, and the offeree agrees not to sell or offer for sale any of the ordinary shares sold to the offeree within 12 months after their issue except as otherwise permitted under the Act.

Canada. The ordinary shares may not be offered, sold or distributed, directly or indirectly, in any province or territory of Canada other than the provinces of Ontario and Quebec or to or for the benefit of any resident of any province or territory of Canada other than the provinces of Ontario and Quebec, and only on a basis that is pursuant to an exemption from the requirement to file a prospectus in such province, and only through a dealer duly registered under the applicable securities laws of such province or in accordance with an exemption from the applicable registered dealer requirements.

Cayman Islands. This prospectus does not constitute a public offer of the ordinary shares, whether by way of sale or subscription, in the Cayman Islands. The Selling Agent has represented and agreed that it has not offered or sold, and will not offer or sell, directly or indirectly, any ordinary shares to any member of the public in the Cayman Islands.

European Economic Area. In relation to each Member State of the European Economic Area that has implemented the Prospectus Directive, or a Relevant Member State, from and including the date on which the Prospectus Directive is implemented in that Relevant Member State, or the Relevant Implementation Date, an offer of the ordinary shares to the public may not be made in that Relevant Member State prior to the publication of a prospectus in relation to the ordinary shares that has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in another Relevant Member State and the competent authority in that Relevant Member State has been notified, all in accordance with the Prospectus Directive, except that it may, with effect from and including the Relevant Implementation Date, make an offer of the share to the public in that Relevant Member State at any time,

• to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;

• to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year, (2) a total balance sheet of more than €43,000,000, and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;

• to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive; or

• in any other circumstances that do not require the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive;

provided that no such offer of ordinary shares shall result in a requirement for the publication by the company of a prospectus pursuant to Article 3 of the Prospectus Directive.

For purposes of the above provision, the expression “an offer of ordinary shares to the public” in relation to any ordinary shares in any Relevant Member State means the communication in any form and by any means of sufficient information on the terms of the offer and the ordinary shares to be offered so as to enable an investor to decide to purchase or subscribe the ordinary shares, as the same may be varied in that Member State by any measure implementing the Prospectus Directive in that Member State, and the expression “Prospectus Directive” means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

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

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Israel. In the State of Israel, the ordinary shares offered hereby may not be offered to any person or entity other than the following:

• a fund for joint investments in trust (i.e., mutual fund), as such term is defined in the Law for Joint Investments in Trust, 5754-1994, or a management company of such a fund;

• a provident fund as defined in Section 47(a)(2) of the Income Tax Ordinance of the State of Israel, or a management company of such a fund;

• an insurer, as defined in the Law for Oversight of Insurance Transactions, 5741-1981, a banking entity or satellite entity, as such terms are defined in the Banking Law (Licensing), 5741-1981, other than a joint services company, acting for their own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

• a company that is licensed as a portfolio manager, as such term is defined in Section 8(b) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account or for the account of investors of the type listed in Section 15A(b) of the Securities Law 1968;

• a company that is licensed as an investment advisor, as such term is defined in Section 7(c) of the Law for the Regulation of Investment Advisors and Portfolio Managers, 5755-1995, acting on its own account;

• a company that is a member of the Tel Aviv Stock Exchange, acting on its own account or for the account of investors of the type listed in Section 15A (b) of the Securities Law 1968;

• an Selling Agent fulfilling the conditions of Section 56(c) of the Securities Law, 5728-1968;

• a project capital fund (defined as an entity primarily involved in investments in companies which, at the time of investment, (i) are primarily engaged in research and development or manufacture of new technological products or processes and (ii) involve above-average risk);

• an entity primarily engaged in capital markets activities in which all of the equity owners meet one or more of the above criteria; and

• an entity, other than an entity formed for the purpose of purchasing the ordinary shares in this offering, in which the shareholders equity (including pursuant to foreign accounting rules, international accounting regulations and U.S. generally accepted accounting rules, as defined in the Securities Law Regulations (Preparation of Annual Financial Statements), 1993) is in excess of NIS 250 million.

Japan. The Selling Agent will not offer or sell any of the ordinary shares directly or indirectly in Japan or to, or for the benefit of any Japanese person or to others, for re-offering or re-sale directly or indirectly in Japan or to any Japanese person, except, in each case, pursuant to an exemption from the registration requirements of, and otherwise in compliance with, the Securities and Exchange Law of Japan and any other applicable laws and regulations of Japan. For purposes of this paragraph, “Japanese person” means any person resident in Japan, including any corporation or other entity organized under the laws of Japan.

People’s Republic of China. This prospectus may not be circulated or distributed in the PRC and the ordinary shares may not be offered or sold, and will not offer or sell to any person for re-offering or resale directly or indirectly to any resident of the PRC except pursuant to applicable laws and regulations of the PRC. For the purpose of this paragraph, PRC does not include Taiwan and the special administrative regions of Hong Kong and Macau.

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

Where the ordinary shares are subscribed or purchased under Section 275 by a relevant person that is:

(a) a corporation (that is not an accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or more individuals, each of whom is an accredited investor; or

(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest in that trust shall not be transferable for six months after that corporation or that trust has acquired the ordinary shares under Section 275 except:

(1) to an institutional investor (for corporations, under 274 of the SFA) or to a relevant person defined in Section 275(2) of the SFA, or to any person pursuant to an offer that is made on terms that such shares,

(2) debentures and units of shares and debentures of that corporation or such rights and interest in that trust are acquired at a consideration of not less than S$200,000 (or its equivalent in a foreign currency) for each transaction, whether such amount is to be paid for in cash or by exchange of securities or other assets, and further for corporations, in accordance with the conditions specified in Section 275 of the SFA;

(3) where no consideration is or will be given for the transfer; or

(4) where the transfer is by operation of law.

96

Taiwan. The ordinary shares have not been and will not be registered or filed with, or approved by, the Financial Supervisory Commission of Taiwan pursuant to relevant securities laws and regulations and may not be offered or sold in Taiwan through a public offering or in circumstances which constitute an offer within the meaning of the Securities and Exchange Act of Taiwan or relevant laws and regulations that require a registration, filing or approval of the Financial Supervisory Commission of Taiwan. No person or entity in Taiwan has been authorized to offer or sell the ordinary shares in Taiwan.

Switzerland. The ordinary shares will not be publicly offered in Switzerland and will not be listed on the SIX Swiss Exchange (“SIX”) or on any other stock exchange or regulated trading facility in Switzerland. This prospectus has been prepared without regard to the disclosure standards for issuance prospectuses under art. 652a or art. 1156 of the Swiss Code of Obligations or the disclosure standards for listing prospectuses under art. 27 ff. of the SIX Listing Rules or the listing rules of any other stock exchange or regulated trading facility in Switzerland.

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

United Arab Emirates and Dubai International Financial Centre. This offering of the ordinary shares has not been approved or licensed by the Central Bank of the United Arab Emirates, or the UAE, the Emirates Securities and Commodities Authority or any other relevant licensing authority in the UAE, including any licensing authority incorporated under the laws and regulations of any of the free zones established and operating in the territory of the UAE, in particular the Dubai Financial Services Authority, or the DFSA, a regulatory authority of the Dubai International Financial Centre, or the DIFC. This offering does not constitute a public offer of securities in the UAE, DIFC and/or any other free zone in accordance with the Commercial Companies Law, Federal Law No. 8 of 1984 (as amended), DFSA Offered Securities Rules and the Dubai International Financial Exchange Listing Rules, respectively, or otherwise.

The ordinary shares may not be offered to the public in the UAE and/or any of the free zones. The ordinary shares may be offered and this prospectus may be issued, only to a limited number of investors in the UAE or any of its free zones who qualify as sophisticated investors under the relevant laws and regulations of the UAE or the free zone concerned. The ordinary shares will not be offered, sold, transferred or delivered to the public in the UAE or any of its free zones.

United Kingdom. An offer of the ordinary shares may not be made to the public in the United Kingdom within the meaning of Section 102B of the Financial Services and Markets Act 2000, as amended, or the FSMA, except to legal entities that are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities or otherwise in circumstances that do not require the publication by the company of a prospectus pursuant to the Prospectus Rules of the Financial Services Authority, or the FSA.

An invitation or inducement to engage in investment activity (within the meaning of Section 21 of FSMA) may only be communicated to persons who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 or in circumstances in which Section 21 of FSMA does not apply to the company.

All applicable provisions of the FSMA with respect to anything done by the Selling Agent in relation to the ordinary shares must be complied with in, from or otherwise involving the United Kingdom.

97

EXPENSES RELATED TO THIS OFFERING

Set forth below is an itemization of the total expenses, excluding underwriting fees and commissions and underwriting expenses, that we expect to incur in connection with this offering of the ordinary shares by us and the selling shareholders. With the exception of the SEC registration fee, the FINRA filing fee and the Nasdaq listing fee, all amounts are estimates.

Securities and Exchange Commission Registration Fee	$	10,220.89
Nasdaq Global Market Listing Fee	$	50,000
FINRA Filing Fee	$	8,000
Legal Fees and Expenses	$	350,000
Accounting Fees and Expenses	$	150,000
Printing and Engraving Expenses	$	10,000
Miscellaneous Expenses	$	10,000
Total Expenses	$	588,220.89

These expenses will be borne by us, except for the Securities and Exchange Commission Registration Fee which will be borne by us and the selling shareholders in proportion to the numbers of ordinary shares registered in the offering by us and the selling shareholders and $27,000 of the total legal fees and expenses that will be borne by one director of ours.

98

LEGAL MATTERS

Sichenzia Ross Ference Kesner LLP is acting as counsel to our Company regarding U.S. securities law matters. The validity of the ordinary shares offered hereby will be passed upon for us by Sichenzia Ross Ference Kesner LLP. Hunter Taubman Fischer & Li LLC is acting as counsel to the Selling Agent. Certain legal matters as to Taiwan law will be passed upon for us by Sha Hung Law Firm and certain legal matters as to British Virgin Islands law shall be passed upon for us by Maples and Calder. Sichenzia Ross Ference Kesner LLP may rely upon Sha Hung Law Firm with respect to matters governed by Taiwan law and Maples and Calder with respect to matters governed by British Virgin Islands law.

EXPERTS

KCCW Accountancy Corp. (“KCCW”), an independent registered public accounting firm, has audited our consolidated financial statements for each of the years ended December 31, 2016 and 2015. We have included our financial statements in the prospectus and elsewhere in the registration statement in reliance on KCCW’s report, given on their authority as experts in accounting and auditing.

The current address of KCCW is 3333 South Brea Canyon Road # 206, Diamond Bar, CA 91765.

Interests of Named Experts and Counsel

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

Disclosure of Commission Position on Indemnification

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

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a registration statement on Form F-1 under the Securities Act with respect to the ordinary shares supported by the underlying ordinary shares offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement or the exhibits filed therewith. For further information about us and the ordinary shares offered hereby, reference is made to the registration statement and the exhibits filed therewith. Statements contained in this prospectus regarding the contents of any contract or any other document that is filed as an exhibit to the registration statement are not necessarily complete, and in each instance we refer you to the copy of such contract or other document filed as an exhibit to the registration statement. We currently do not file periodic reports with the SEC. Upon closing of our initial public offering, we will be required to file periodic reports (including an annual report on Form 20-F, which we will be required to file within 120 days from the end of each fiscal year), and other information with the SEC pursuant to the Exchange Act. A copy of the registration statement and the exhibits filed therewith may be inspected without charge at the public reference room maintained by the SEC, located at 100 F Street, NE, Washington, DC 20549, and copies of all or any part of the registration statement may be obtained from that office. Please call the SEC at 1-800-SEC-0330 for further information about the public reference room. The SEC also maintains a website that contains reports, proxy, information statements and other information regarding registrants that file electronically with the SEC. The address of the website is www.sec.gov.

99

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS

IMPERIAL GARDEN & RESORT, INC. AND SUBSIDIARIES

Consolidated Financial Statements for the Years Ended December 31, 2016 and 2015
Report of Independent Registered Public Accounting Firm	F-1
Consolidated Financial Statements
Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015	F-2
Consolidated Statements of Operations and Comprehensive Income for the Years Ended December 31, 2016 and 2015	F-3
Consolidated Statements of Cash Flows for the Years Ended December 31, 2016 and 2015	F-4
Consolidated Statements of Equity for the Years Ended December 31, 2016 and 2015	F-5
Notes to Consolidated Financial Statements	F-6-F-16

Report of Independent Registered Public Accounting Firm

To Shareholders and Board of Directors of

Imperial Garden & Resort, Inc. and Subsidiaries

We have audited the accompanying consolidated balance sheets of Imperial Garden & Resort, Inc. and Subsidiaries (collectively, the “Company”) as of December 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive income, cash flows, and equity for the years then ended. The Company’s management is responsible for these consolidated financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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 consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Imperial Garden & Resort, Inc. and Subsidiaries as of December 31, 2016 and 2015, and the consolidated results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in NOTE 2 of the consolidated financial statements, the Company’s viability is dependent upon its ability to obtain future financing and the success of its future operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in NOTE 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ KCCW Accountancy Corp

Diamond Bar, California

March 21, 2017

F-1

IMPERIAL GARDEN & RESORT, INC. AND SUBSIDIARIES

 CONSOLIDATED BALANCE SHEETS

	December 31, 2016			December 31, 2015
ASSETS
Current Assets
Cash and cash equivalents	$	26,832		$	97,586
Other receivable		901,499			974,992
Prepaid expenses and other current assets		42,034			43,372
Total Current Assets		970,365			1,115,950
Land held for sale and investment		1,751,646			1,730,813
Property & Equipment, net		60,180,468			60,196,822
Total Assets	$	62,902,479		$	63,043,585
LIABILITIES AND EQUITY
Current Liabilities
Line of credit	$	1,803,086		$	1,949,985
Current portion of long-term bank loan		774,004			1,662,702
Accrued expenses and other current liabilities		28,225,373			26,002,974
Current portion of deferred revenue		251,720			248,726
Due to shareholders		46,044,534			44,612,575
Due to related parties		3,550,617			2,311,070
Total Current Liabilities		80,649,334			76,788,032
Non-current Liabilities
Long-term bank loan		2,756,604			3,023,229
Notes payable		10,365,432			10,242,147
Deferred revenue		7,048,171			7,213,068
Membership deposits		31,729,461			31,352,074
Total Non-current Liabilities		51,899,668			51,830,518
Total Liabilities		132,549,002			128,618,550
Equity
Common Stock, $0.01 par value, 200,000,000 shares authorized, 340,801 shares issued and outstanding as of December 31, 2016		3,408			-
Paid-in capital		-			934,574
Additional paid-in capital		895,335			-
Accumulated deficit		(74,087,309	)		(71,036,558	)
Accumulated other comprehensive income		3,818,810			4,527,019
Total Stockholders' deficit		(69,369,756	)		(65,574,965	)
Noncontrolling interest		(276,767	)		-
Total Deficit		(69,646,523	)		(65,574,965	)
Total Liabilities and Equity	$	62,902,479		$	63,043,585

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

F-2

IMPERIAL GARDEN & RESORT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

	2016			2015
Revenues, net	$	1,278,551		$	1,213,410
Cost of revenues		1,785,289			2,033,716
Gross profit (loss)		(506,738	)		(820,306	)
Selling, general and administrative expenses		983,725			622,901
Loss from operations		(1,490,463	)		(1,443,207	)
Other income (expense)
Interest income		1,938			1,853
Interest expense		(1,861,617	)		(1,893,736	)
Other income - leasing		46,659			44,020
Loss on litigation settlement		-			(472,526	)
Total other income (expenses)		(1,813,020	)		(2,320,389	)
Loss before income tax		(3,303,483	)		(3,763,596	)
Provision for income tax		-			-
Net loss		(3,303,483	)		(3,763,596	)
Net loss attributable to noncontrolling interest, net of tax		12,054			-
Net loss attributable to Imperial Garden & Resort, Inc.		(3,291,429	)		(3,763,596	)
Foreign currency translation adjustment		(708,209	)		2,452,250
Comprehensive loss		(3,999,638	)		(1,311,346	)
Other comprehensive loss attributable to noncontrolling interest		15,188			-
Comprehensive loss attributable to Imperial Garden & Resort, Inc.	$	(3,984,450	)	$	(1,311,346	)

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

F-3

IMPERIAL GARDEN & RESORT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

	2016			2015
Cash flows from operating activities
Net loss	$	(3,303,483	)	$	(3,763,596	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation expense		833,675			858,030
Changes in assets and liabilities:
Decrease (increase) in other receivable		85,688			86,945
Decrease (increase) in prepaid expense & other current assets		1,870			(37,746	)
Increase (decrease) in accounts payable		-			(73,325	)
Increase (decrease) in accrued expenses and other current liabilities		1,919,684			2,040,200
Increase (decrease) in deferred revenues		(253,076	)		(256,920	)
Increase (decrease) in due to shareholders		898,448			1,169,470
Net cash provided by operating activities		182,806			23,058
Cash flows from investing activities
Purchase of fixed assets		(88,738	)		(74,615	)
Net cash used in investing activities		(88,738	)		(74,615	)
Cash flows from financing activities
Repayment of bank loans		(1,389,543	)		(1,359,299	)
Loan from affiliates		1,218,255			1,185,410
Net cash used in financing activities		(171,288	)		(173,889	)
Effect of exchange rate changes on cash and cash equivalents		6,466			(4,704	)
Net increase (decrease) in cash and cash equivalents		(70,754	)		(230,150	)
Cash and cash equivalents
Beginning		97,586			327,736
Ending	$	26,832		$	97,586
Supplemental disclosure of cash flows
Cash paid during the year for:
Income tax	$	-		$	-
Interest expense	$	34,139		$	39,410

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

F-4

IMPERIAL GARDEN & RESORT, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EQUITY

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

													Accumulated
													other
	Common Stock							Additional		Accumulated			comprehensive			Noncontrolling
	Shares		Amounts		Paid-in capital			paid-in capital		deficit			income			interest			Total
Balance at December 31, 2014		-	$	-	$	934,574		$	-	$	(67,272,962	)	$	2,074,769		$	-		$	(64,263,619	)
Foreign currency translation		-		-		-			-		-			2,452,250			-			2,452,250
Net loss		-		-		-			-		(3,763,596	)		-			-			(3,763,596	)
Balance at December 31, 2015		-		-		934,574			-		(71,036,558	)		4,527,019			-			(65,574,965	)
Issuance of founder’s share		1		0		-			-		-			-			-			0
Issuance of shares due to share exchange		340,800		3,408		-			337,392		-			-			-			340,800
Effect of restructuring		-		-		(934,574	)		557,943		240,678			-			(279,901	)		(415,854	)
Foreign currency translation		-		-		-			-		-			(708,209	)		15,188			(693,021	)
Net loss		-		-		-			-		(3,291,429	)		-			(12,054	)		(3,303,483	)
Balance at December 31, 2016		340,801	$	3,408	$	-		$	895,335	$	(74,087,309	)	$	3,818,810		$	(276,767	)	$	(69,646,523	)

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

F-5

IMPERIAL GARDEN & RESORT, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. ORGANIZATION AND BUSINESS

Imperial Garden & Resort, Inc., (the “Imperial”), was incorporated on September 23, 2016 under the laws of the British Virgin Islands. Imperial is a holding company and has no substantive business operations. Mr. Fun-Ming Lo is the major shareholder and a director of Imperial.

The Huang Jia Country Club and Recreation Inc., (the “Huang Jia”), was incorporated on March 3, 2015 under the laws of the Republic of Seychelles. Huang Jia is a holding company and has not carried out substantive business operations of its own. Mr. Fun-Ming Lo is the sole director and major shareholder of Huang Jia.

Yao-Teh International Recreation Co., Ltd., (the “Yao-Teh”), was incorporated on May 30, 1988 under the laws of Taiwan (R.O.C.). Yao-Teh is in the business of developing and operating golf course facilities. Mr. Fun-Ming Lo is the controlling beneficiary shareholder of Yao-Teh.

Ta-Teh-Fu Co., Ltd., (the “Ta-Teh-Fu”), was incorporated on June 27, 2001 under the laws of Taiwan (R.O.C.). Ta-Teh-Fu’s main business is to lease golf carts, machinery, and equipment to Yao-Teh. Mr. Fun-Ming Lo is the controlling beneficiary member of Ta-Teh-Fu.

In August 2016, Huang Jia acquired 99.6% ownership of Yao-Teh, and 100% ownership of Ta-Teh-Fu.

On October 12, 2016, Imperial entered into and closed a share exchange agreement, with Huang Jia. Pursuant to the Share Exchange Agreement, Imperial issued an aggregate of 340,800 shares of common stock to the shareholders of Huang Jia in exchange for all the issued and outstanding capital stock of Huang Jia (the “Share Exchange”).

As a result of the consummation of the Share Exchange on October 12, 2016, Yao-Teh and Ta-Teh-Fu became, indirectly through Huang Jia, majority-owned subsidiaries of Imperial. (the “Restructuring Transaction”).

The fiscal year of Imperial Garden & Resorts, Inc. and its subsidiaries (collectively, the “Company”) ends on December 31st.

NOTE 2. GOING CONCERN

The Company had accumulated deficit of $74,087,309 and $71,036,558 as of December 31, 2016 and December 31, 2015, respectively. The net losses attributable to common stockholders of $3,291,429 and $3,763,596 for the years ended December 31, 2016 and 2015, respectively. The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. This basis of accounting contemplates the recovery of the Company’s assets and the satisfaction of liabilities in the normal course of business. This presentation presumes funds will be available to finance ongoing research and development, operations and capital expenditures and permit the realization of assets and the payment of liabilities in the normal course of operations for the foreseeable future.

There can be no assurances that there will be adequate financing available to the Company and the consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for the Company include (1) obtaining capital from the sale of its equity securities (2) short-term and long-term borrowings from banks, and (3) short-term borrowings from stockholders or other related party(ies) when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually to secure other sources of financing and attain profitable operations.

F-6

NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation — The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. Since Imperial, Huang Jia, Yao-Teh, and Ta-Teh-Fu, were entities under common control prior to the restructuring transaction, we has recast prior period financial statements to reflect the conveyance of Yao-Teh and Ta-Teh-Fu to Huang Jia as if the restructuring transaction had occurred as of January 1, 2016. All significant intercompany transactions and account balances have been eliminated.

The functional currency of Yao-Teh and Ta-Teh-Fu is the New Taiwan dollars, however the accompanying consolidated financial statements have been translated and presented in United States Dollars ($). In the accompanying consolidated financial statements and notes, “$”, “US$” and “U.S. dollars” mean United States dollars, and “NT$” and “NT dollars” mean New Taiwan dollars. 

Segment Reporting — The Company follows the provisions of ASC 280 (formerly referred to as SFAS No. 131, Disclosures About Segments of an Enterprise and Related Information), which establishes standards for reporting information about operating segments, which uses a “management” approach for determining segments. The management approach designates the internal organization that is used by management for making operating decisions and assessing performance as the source of the Company’s reportable segments. ASC Topic 280, “Segment Reporting,” also requires disclosures about products or services, geographic areas, and major customers. The Company’s management reporting structure provided for only one segment for the years ended December 31, 2016 and 2015 and accordingly, no separate segment information is presented.

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

Cash and Cash Equivalents — The Company considers all highly liquid investments with maturities of three months or less at the date of purchase to be cash equivalents.

Accounts Receivable and Other Receivable — Accounts receivable and other receivables are stated at carrying value less estimates made for doubtful receivables. An allowance for impairment of trade and other receivables is established if the collection of a receivable becomes doubtful. Such receivable becomes doubtful when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter into bankruptcy or financial reorganization, and default or delinquency in payments are considered indicators that the receivable is impaired. The amount of the allowance is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate. An impairment loss is recognized in the statement of income, as are subsequent recoveries of previous impairments.

Property and Equipment — Property and equipment is carried at cost net of accumulated depreciation. Repairs and maintenance are expensed as incurred. Expenditures that improve the functionality of the related asset or extend the useful life are capitalized. When property and equipment is retired or otherwise disposed of, the related gain or loss is included in operating income. Leasehold improvements are depreciated on the straight-line method over the shorter of the remaining lease term or estimated useful life of the asset. Depreciation is calculated on the straight-line method, including property and equipment under capital leases, generally based on the following useful lives:

	Estimated Life in Years
Land improvements	50
Buildings and building improvements	15
Machinery and equipment	5
Office equipment	5

F-7

Impairment of Long-Lived Assets — The Company has adopted Accounting Standards Codification subtopic 360-10, Property, Plant and Equipment (“ASC 360-10”). ASC 360-10 requires that long-lived assets and certain identifiable intangibles held and used by the Company be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. The Company evaluates its long lived assets for impairment annually or more often if events and circumstances warrant. Events relating to recoverability may include significant unfavorable changes in business conditions, recurring losses, or a forecasted inability to achieve break-even operating results over an extended period. The Company evaluates the recoverability of long-lived assets based upon forecasted undiscounted cash flows. Should impairment in value be indicated, the carrying value of intangible assets will be adjusted, based on estimates of future discounted cash flows resulting from the use and ultimate disposition of the asset. ASC 360-10 also requires assets to be disposed of be reported at the lower of the carrying amount or the fair value less costs to sell. Management has determined that no impairments of long-lived assets currently exist.

Land Held for Sale and Investment — The Company recorded the land held for sale and investment at the original land acquisition costs.

Fair Value Measurements — FASB ASC 820, “Fair Value Measurements” (formerly SFAS No. 157) defines fair value for certain financial and nonfinancial assets and liabilities that are recorded at fair value, establishes a framework for measuring fair value and expands disclosures about fair value measurements. It requires that an entity measure its financial instruments to base fair value on exit price, maximize the use of observable units and minimize the use of unobservable inputs to determine the exit price. It establishes a hierarchy which prioritizes the inputs to valuation techniques used to measure fair value. This hierarchy increases the consistency and comparability of fair value measurements and related disclosures by maximizing the use of observable inputs and minimizing the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that reflect the assumptions market participants would use in pricing the assets or liabilities based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. The hierarchy prioritizes the inputs into three broad levels based on the reliability of the inputs as follows:

· Level 1 – Inputs are quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date. Valuation of these instruments does not require a high degree of judgment as the valuations are based on quoted prices in active markets that are readily and regularly available.

· Level 2 – Inputs other than quoted prices in active markets that are either directly or indirectly observable as of the measurement date, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

· Level 3 – Valuations based on inputs that are unobservable and not corroborated by market data. The fair value for such assets and liabilities is generally determined using pricing models, discounted cash flow methodologies, or similar techniques that incorporate the assumptions a market participant would use in pricing the asset or liability.

This guidance applies to other accounting pronouncements that require or permit fair value measurements. On February 12, 2008, the FASB finalized FASB Staff Position (FSP) No. 157-2, Effective Date of FASB Statement No. 157 (ASC 820). This Staff Position delays the effective date of SFAS No. 157 (ASC 820) for nonfinancial assets and liabilities to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years, except for those items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). The adoption of SFAS No. 157 (ASC 820) had no effect on the Company's financial position or results of operations for the years ended December 31, 2016 and 2015.

F-8

We also analyze all financial instruments with features of both liabilities and equity under ASC 480-10 (formerly SFAS 150, “Accounting for Certain Financial Instruments with Characteristics of Both Liabilities and Equity”) and ASC 815-40 (formerly EITF 00-19, “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”). We have determined ASC 480-10 (formerly SFAS 150) and ASC 815-40 (formerly EITF 00-19) had no material effect on our financial position or results of operations for the years ended December 31, 2016 and 2015.

Revenue Recognition — The following describes the composition of revenues for the Company:

• Greens fee is charged to play on the golf course from members and non-members. The revenues are recognized when the services are rendered.

• Revenue from non-refundable membership initiation fees is recognized over the estimated life of the facilities on a straight-line basis upon inception of the club. As of December 31, 2016 and December 31, 2015, the weighted average remaining period over which non-refundable membership initiation fees will be recognized is approximately 29 years and 30 years, respectively (See NOTE 11).

Advertising Costs — Advertising costs are expensed at the time such advertising commences. Advertising expenses were $790 and $4,013 for the years ended December 31, 2016 and 2015, respectively.

Income Taxes — Income taxes are accounted for under the asset and liability method. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is recognized if it is more likely than not that some portion, or all, of a deferred tax asset will not be realized. There were no significant deferred tax items as of December 31, 2016 and December 31, 2015.

The Company 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 position recognized in our 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 the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. At December 31, 2016 and December 31, 2015, management considered that the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.

Concentration of Credit Risk — The Company’s financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and restricted cash. The Company places its cash and temporary cash investments in high quality credit institutions, but these investments may be in excess of Taiwan Central Deposit Insurance Corporation’s insurance limits. The Company does not enter into financial instruments for hedging, trading or speculative purposes. Concentration of credit risk with respect to trade and notes receivables is limited due to the wide variety of customers and markets in which the Company transacts business, as well as their dispersion across many geographical areas. The Company performs ongoing credit evaluations of its customers and generally does not require collateral, but does require advance deposits on certain transactions.

Use of Estimates — The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Foreign-currency Transactions — Foreign-currency transactions are recorded in New Taiwan dollars (“NT$”) at the rates of exchange in effect when the transactions occur. Gains or losses resulting from the application of different foreign exchange rates when cash in foreign currency is converted into New Taiwan dollars, or when foreign-currency receivables or payables are settled, are credited or charged to income in the year of conversion or settlement. On the balance sheet dates, the balances of foreign-currency assets and liabilities are restated at the prevailing exchange rates and the resulting differences are charged to current income except for those foreign currencies denominated investments in shares of stock where such differences are accounted for as translation adjustments under stockholders’ deficit.

F-9

Statement of Cash Flows — Cash flows from the Company's operations are based upon the local currencies. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet.

Reclassifications — Certain classifications have been made to the prior year financial statements to conform to the current year presentation. The reclassification had no impact on previously reported net loss or accumulated deficit.

Translation Adjustment — The accounts of Yao-Teh and Ta-Teh-Fu were maintained, and their financial statements were expressed, in New Taiwan Dollar (“NT$”). Such financial statements were translated into U.S. Dollars (“$” or “USD”) in accordance ASC 830, "Foreign Currency Matters", with the NT$ as the functional currency. According to the Statement, all assets and liabilities are translated at the current exchange rate, stockholders’ deficit are translated at the historical rates and income statement items are translated at an average exchange rate for the period. The resulting translation adjustments are reported under other comprehensive income as a component of stockholders’ deficit.

Earnings per share (EPS) — Earnings per share is calculated in accordance with ASC 260. Basic earnings per share is based upon the weighted average number of common shares outstanding. Diluted earnings per share is based on the assumption that all dilutive convertible shares and stock instruments were converted or exercised. Options and warrants are assumed to be exercised at the beginning of the period if the average stock price for the period is greater than the exercise price of the warrants and options. For the years ended December 31, 2016 and 2015, no options or warrants were issued or outstanding.

Comprehensive Income — Comprehensive income includes accumulated foreign currency translation gains and losses. The Company has reported the components of comprehensive income on its statements of stockholders’ deficit and comprehensive income (loss).

Recently Issued Accounting Pronouncements — In October 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-17, Consolidation (Topic 810): Interest Held through Related Parties That Are under Common Control (“ASU 2016-17”). ASU 2016-17 changes how a reporting entity considers indirect interest held by related parties under common control when evaluating whether it is the primary beneficiary of a VIE. ASU 2016-17 is effective on a retrospective basis for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2016, with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements.

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments (“ASU 2016-15”). ASU 2016-15 reduces diversity in practice by providing guidance on the classification of certain cash receipts and payments in the statement of cash flows. ASU 2016-15 clarifies that when cash receipts and cash payments have aspects of more than one class of cash flows and cannot be separated, classification will depend on the predominant source or use. ASU 2016-15 is effective on a retrospective basis for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential effect of this ASU on its consolidated financial statements.

In February 2016, the FASB issued ASU 2016-02, "Leases," which requires recognition of lease assets and lease liabilities on the balance sheet of lessees. ASU 2016-02 is effective for fiscal years and interim reporting periods within those years beginning after December 15, 2018, or in fiscal 2020. Early adoption is permitted. ASU 2016-02 requires a modified retrospective transition approach and provides certain optional transition relief. The Company is currently evaluating the effect the adoption of this guidance will have on our consolidated results of operations, financial position and cash flows.

F-10

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”), which amends the existing accounting standards for revenue recognition. ASU 2014-09 is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled when products are transferred to customers. The original effective date for ASU 2014-09 would have required the Company to adopt beginning in its first quarter of 2018. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date, which defers the effective date of ASU 2014-09 for one year and permits early adoption as early as the original effective date of ASU 2014-09. Accordingly, the Company may adopt the standard in either its first quarter of 2018 or 2019.In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606) – Principal versus Agent Considerations (“ASU 2016-08”), which clarifies the implementation guidance for principal versus agent considerations in ASU 2014-09. In April 2016, the FASB issued ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606) – Identifying Performance Obligations and Licensing (“ASU 2016-10”), which amends the guidance in ASU 2014-09 related to identifying performance obligations and accounting for licenses of intellectual property. The Company must adopt ASU 2016-08 and ASU 2016-10 with ASU 2014-09.The new revenue standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the timing of its adoption and the impact of adopting the new revenue standard on its consolidated financial statements.

In August 2014, FASB issued ASU No. 2014-15, “Preparation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern”. Under U.S. GAAP, continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements—Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Accounting Standards Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early

application is permitted. The Company will evaluate the going concern considerations in this ASU, however, at the current period, management does not believe that it has met conditions which would subject these consolidated financial statements for additional disclosure.

NOTE 4. LAND HELD FOR INVESTMENT

On November 18, 2005, Ta-Teh-Fu purchased twenty-six parcels of land held for sale and investment in Miao Li County in Taiwan for NT$112,479,828, approximately equivalent to $3,471,600. On May 31, 2008, Ta-Teh-Fu sold 50% ownership of its land to the Li An Hospital and Mr. Xi-He Wang at cost amounted NT$56,753,344, equivalent to $1,751,646. The land is collateralized under the line of credit with Taiwan Cooperative Bank (See NOTE 7).

NOTE 5. OTHER RECEIVABLE

On May 31, 2008, Ta-Teh-Fu sold 50% ownership of its land (See NOTE 4) to the Li An Hospital and Mr. Xi-He Wang at cost amounted NT$56,753,344, equivalent to $1,751,646. Pursuant to the land purchase agreement, the Li An Hospital and Mr. Wang also assumed 50% of bank loan (See NOTE 7). As of December 31, 2016 and December 31, 2015, Ta-Teh-Fu had receivables due from the Li An Hospital and Mr. Wang of $901,499 and $974,992, respectively.

NOTE 6. PROPERTYAND EQUIPMENT

Property and equipment as of December 31, 2016 and December 31, 2015 are summarized as follows:

F-11

	December 31,  2016			December 31, 2015
Land	$	41,655,668		$	41,160,220
Land improvement		35,869,722			35,443,092
Buildings		221,345			221,711
Office equipment		26,639			26,321
Machinery and equipment		1,186,586			1,085,259
Less: accumulated depreciation		(18,779,492	)		(17,739,781	)
Property and equipment, net	$	60,180,468		$	60,196,822

From 1989 to 1991, Yao-Teh purchased two hundred and twenty parcels of land for development and construction of golf course in Miao Li County in Taiwan, for NT$1,349,643,627, equivalent to $41,655,668, of which one hundred and sixty-three parcels of land’s title was registered under an individual, Mr. Lang-Sheng Lin, pursuant to a trust agreement (See NOTE 15). From 1991 through 1996, Yao-Teh has incurred approximately NT$1,162,179,000, equivalent to $35,869,722, for land improvements. The cost of land improvement is depreciated over fifty years on a straight-line basis. The land and land improvements are collateralized and placed liens for the loans from a bank (See NOTE 7) and an individual (See NOTE10).

Depreciation expenses were $833,675 and $858,030 for the years ended December 31, 2016 and 2015, respectively.

NOTE 7. BANK LOANS

Line of credit (Ta-Teh-Fu)

The short-term loan represents a line of credit from a bank due within one year. The loan consisted of the following:

	December 31,		December 31,
	2016		2015
Taiwan Cooperative Bank	$	1,803,086	$	1,949,985
Total	$	1,803,086	$	1,949,985

On November 17, 2005, Ta-Teh-Fu entered a five-year long term bank loan of NT$88,000,000, equivalent to $2,716,050, with Taiwan Cooperative Bank in order to acquire twenty-six parcels of land held for sales and investment in Miao Li County in Taiwan (See NOTE 4). The balance bore an interest at a prime rate plus 1.48%, of which prime rate was 1.87% at that time. On December 23, 2011, Ta-Teh-Fu renewed the loan balance of NT$88,000,000 and revise the type of loan from long-term bank loan to revolving line of credit subject to renewal annually. The balance bore an interest at a prime rate plus 2.13%, of which prime rate was 1.37% at that time. As of December 31, 2016, the interest rate is $3.47% per annum. The line of credit is collateralized by twenty-six parcels of land held for sales and investment, and also guaranteed by the Company’s owner.

Interest expenses for the years ended December 31, 2016 and 2015 amounted to $34,139 and $39,410, respectively.

Long-term bank loan (Yao-Teh)

Long-term bank loan of Yao-Teh consists of the following:

	December 31,			December 31,
	2016			2015
Taiwan Business Bank	$	774,004		$	1,698,149
Taiwan Cooperative Bank		2,756,604			2,987,782
		3,530,608			4,685,931
Less: current portion of long-term bank loan		(774,004	)		(1,662,702	)
Total	$	2,756,604		$	3,023,229

F-12

On July 9, 1991, Yao-Teh entered a four-year term bank loan of NT$380,620,000, equivalent to $11,747,531, with Taiwan Business Bank in order to acquire two hundred and twenty parcels of land for development and construction of golf course in Miao Li County in Taiwan (See NOTE 6).The loan balance bore an interest at prime rate plus 1.48%, of which prime rate was 1.87% at that time. The loan was collateralized by the purchased land and personal guaranteed by Yao-Teh’s president, general manager, and another individual. The loan went into default when it was due on July 8, 1995. On June 24, 2013, the Company entered a five-year repayment schedule with Taiwan Business Bank to pay off the principal and interest of loan totaling NT$274,047,725, equivalent to $8,458,263. As of December 31, 2016 and December 31, 2015, the remaining loan balance was $774,004 and $1,698,149, respectively. The land had liens held by Taiwan Business Bank and an individual, Mr. Cheng-Yu Lian (See NOTE 10). On the same date, Mr. Fun-Ming Lo borrowed NT$225,952,275, equivalent to $6,973,836, from Taiwan Business Bank, which Yao-Teh was the guarantor of the personal loan.

On August 7, 1991, Yao-Teh entered two five-year term bank loans in a total of NT$53,000,000, equivalent to $1,635,802 and a ten-year bank loan in an amount of NT$110,000,000, equivalent to $3,395,062, with Taiwan Cooperative Bank in order to acquire a land in Taipei City, Taiwan, to construct a residential building

on the land for sale. The loan balances bore an interest at prime rate plus 1.25%, of which prime rate was 10% at that time. The loan was collateralized by the purchased land and personal guaranteed by Yao-Teh’s president and general manager. On September 16, 1995, three loans went into default, and the collateralized assets including the land and the building were foreclosed and sold. The remaining unpaid balance was $2,756,604 and $2,987,782 as of December 31, 2016 and December 31, 2015, respectively. Accrued interest was $6,867,807 and $6,464,924 as of as of December 31, 2016 and December 31, 2015, respectively.

Interest expenses were $326,816 and $330,873 for the years ended December 31, 2016 and 2015, respectively.

NOTE 8. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

Accrued expenses and other current liabilities consist of the following:

	December 31,  2016		December 31, 2015
Accrued interest	$	27,868,173	$	25,741,993
Accrued litigation settlement		231,481		228,728
Purchased equipment payable		50,383		-
Sales tax and entertainment tax payable		17,471		10,149
Unearned other income - leasing		22,018		22,104
Others		35,847		-
	$	28,225,373	$	26,002,974

NOTE 9. RELATED PARTY TRANSACTIONS

Operating Lease:

Both Yao-Teh and Ta-Teh-Fu lease their office spaces at the same location from a shareholder under an operating lease agreement which expires on January 1, 2019. The monthly base rent is approximately $500. Rent expense under this lease agreement amounted to approximately $5,960 and $5,384 for the years ended December 31, 2016 and 2015, respectively. (See NOTE 14).

F-13

Due to shareholders:

Yao-Teh and Ta-Teh-Fu have advanced funds from its officers and shareholders for working capital purposes. Both companies have not entered into any agreement with their officers and shareholders for these advances. The advances bear no interest and are due upon demand by shareholders. As of December 31, 2016 and December31, 2015, there were $46,044,534 and $44,612,575 advances outstanding, respectively.

Due to related parties:

Yao-Teh International Development Co., Ltd., an affiliate of Yao-Teh, made loan payments to Taiwan Business Bank on behalf of Yao-Teh. Yao-Teh International Development Co., Ltd. was incorporated on August 3, 1993 and is 100% owned by Mr. Fun-Ming Lo. There was no written agreement between Yao-Teh and Yao-Teh International Development Co., Ltd. for the advances. The advances were unsecured, interest free, and due on demand. As of December 31, 2016 and December31, 2015, there were $3,550,617 and $2,311,070 advances outstanding, respectively.

NOTE 10. NOTES PAYABLE

On June 25, 1993, Mr. Geng-Meng Lin, the vice president, entered a loan agreement with Mr. Cheng-Yu Lian, a third party, to borrow NT$400,000,000, approximately equivalent to $12,345,679 for working capital purpose. The loan bore an interest at a fixed rate of 14.4% per annum, and was due on December 30, 1993. The lender held a lien on the land owned by the Company. The loan went into default when it was due on December 30, 1993. On January 16, 2008, Mr. Lian filed a court payment order to demand the payment on the remaining principal of NT$335,840,000, equivalent to $10,365,432, and accrued interest at an interest rate of 14.4% per annum starting from December 6, 2002. As of December 31, 2016, the Company has not paid the balance and is negotiating with the lender. As of December 31, 2016 and December 31, 2015, the loan balance was $10,365,432 and $10,242,147, respectively. As of December 31, 2016 and December 31, 2015, the accrued interest balance was $21,000,366 and $19,275,721, respectively.

Interest expenses were $1,500,662 and $1,523,453 for the years ended December 31, 2016 and 2015, respectively.

NOTE 11. DEFERRED REVENUE

Revenue from non-refundable membership initiation fees is recognized over the estimated life of fifty years of facilities on a straight line basis upon inception of the club. As of December 31, 2016 and December 31, 2015, the weighted average remaining period over which the non-refundable membership initiation fees will be recognized is approximately 29 years and 30 years, respectively.

Deferred revenue at December 31, 2016 and December 31, 2015 mainly consist of the following:

	December 31,  2016			December 31,  2015
Deferred revenue – non-refundable membership initiation fees	$	7,299,891		$	7,461,794
Less: Current portion of deferred revenue		(251,720	)		(248,726	)
	$	7,048,171		$	7,213,068

F-14

NOTE 12. MEMBERSHIP DEPOSITS

Besides of non-refundable membership initiation fee (See NOTE 11), members of the golf club were also charged refundable membership fees. Members of the golf club are entitled to terminate a contract at any time and to claim the recovery of their membership deposits paid. The balance of refundable membership deposits at December 31, 2016 and December 31, 2015 was as follows:

	December 31,  2016		December 31, 2015
Refundable membership deposits	$	31,729,461	$	31,352,074
	$	31,729,461	$	31,352,074

NOTE 13. INCOME TAX

British Virgin Islands

Imperial Garden & Resort, Inc. was incorporated in British Virgin Islands, which does not tax income.

Seychelles

The Huang Jia Country Club and Recreation Inc. was incorporated in Republic of Seychelles, which does not tax income.

Taiwan

Both Yao-Teh International Recreation Co., Ltd. and Ta-Teh-Fu Co., Ltd. are incorporated in Taiwan. The Taiwan Income Tax Law imposes a unified enterprise income tax rate of 17% on all enterprises with taxable income greater than approximately NT$120,000, equivalent to $3,720. No income tax liabilities existed as of December 31, 2016 and December 31, 2015 due to the Company’s continuing operating losses. There were no significant deferred tax items as of December 31, 2016 and December 31, 2015, respectively.

Provision for income tax consists of the following:

		For the Years Ended
		December 31,
		2016		2015
Current provision
Taiwan	$	-	$	-
Deferred provision
Taiwan		-		-
Total provision for income tax	$	-	$	-

The following is a reconciliation of the statutory tax rate to the effective tax rate:

	For the Years Ended December 31,
	2016			2015
Taiwan statutory income tax rate		17	%		17	%
Changes in valuation allowance		(17	)%		(17	)%
Effective income tax rate		0	%		0	%

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NOTE 14. COMMITMENTS

Operating lease commitment:

Both Yao-Teh and Ta-Teh-Fu lease their office spaces at the same location from a shareholder (See NOTE 9) under an operating lease agreement which expires on January 1, 2019. The monthly base rent is approximately $500. Rent expense under this lease agreement amounted to approximately $5,959 and $5,384 for the years ended December 31, 2016 and 2015, respectively. The Company's obligations under operating leases are as follows:

As of December 31,	Amount
2017	$	5,959
2018		5,959
2019		-
Total minimum payments	$	11,918

NOTE 15. CONTINGENCIES AND LEGAL PROCEEDINGS

On November 29, 2013, Yao-Teh filed a complaint against an individual, Mr. Lang-Sheng Lin (the “Defendant”), at Taiwan Miaoli District Court in Taiwan, for not transferring the title of land that was purchased by Yao-Teh pursuant to the trust registration agreement entered by Yao-Teh and the defendant. The case went to court on January 16, 2014. On February 17, 2015, the court pronounced its judgment that the evidence provided by Yao-Teh was not sustained. An appeal was filed at Taiwan High Court Taichung Branch Court on March 21, 2015 by Yao-Teh. The hearing for the appeal was held on June 23, 2015 at Taiwan High Court Taichung Branch Court. The case was settled between Yao-Teh and the defendant on September 21, 2015. Pursuant to the settlement, Yao-Teh agreed to pay NT$15,000,000, approximately equivalent to $462,963, to the defendant, and the defendant agreed to transfer the title of land back to Yao-Teh after he receives the payment in full.

Yao-Teh has paid NT$7,500,000, equivalent to $231,481, to Mr. Lin in September 2015, and has recorded loss on litigation settlement of NT$15,000,000, equivalent to $472,526, for the year ended December 31, 2015. An accrued litigation settlement of NT$7,500,000, equivalent to $231,481 was recorded as of December 31, 2016.

NOTE 16. SUBSEQUENT EVENTS

The Company has evaluated subsequent events through the date which the financial statements were available to be issued. All subsequent events requiring recognition as of December 31, 2016 have been incorporated into these financial statements and there are no subsequent events that require disclosure in accordance with FASB ASC Topic 855, “Subsequent Events.”

F-16

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Indemnification of Directors and Officers

Our M&A provides that the Company shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who is a director of the Company or a party in a legal proceeding by reason of the fact that the person is or was a director of the Company. According to our M&A, the indemnity only applies if the person acts honestly and in good faith with a view to the best interests of the Company and in the case of criminal proceedings, the person has no reasonable cause to believe that his or her conduct was unlawful.

Recent Sales of Unregistered Securities

As a recently formed entity, the Company has issued new securities in exchange for property, services and other securities in exchange for outstanding securities of the Company’s Subsidiaries. In addition, the company issued 340,228 shares to the Company’s Chairman of the Board in consideration for the exchange of shares in Huang Jia.

In May 2017, the Company’s Board of Directors decided to distribute 89 bonus shares to each ordinary share. On June 21, 2017, the Board executed a unanimous written consent to approve such distribution and issuances of bonus shares to current shareholders. As of June 27, 2017, the Company completed the distribution and issuance of bonus shares.

On August 1, 2017, Mr. Fun-Ming Lo entered into the Conversion Agreement with the Company and Yao-Teh, pursuant to which the Company shall issue 10,232,118 shares of the Company’s ordinary shares to Mr. Lo in exchange for the cancellation of the debt owed by the Company and Yao-Teh to Mr. Lo in the amount of $46,044,534. On August 5, 2017, the Board of the Company authorized such issuance of shares, which were delivered to Mr. Lo on August 17, 2017.

Exhibits and Financial Statement Schedules

II-1

Exhibit	Description
1.1	Selling Agency Agreement
3.1	Amended and restated Memorandum and Articles of Association of Imperial Garden & Resort, Inc.*
4.1	Selling Agent Warrant
5.1	Legal Opinion of Maples & Calder regarding the legality of the ordinary shares of Imperial Garden & Resort, Inc.
5.2	Legal Opinion of Sha Hung Law Firm regarding the validity of the Cheng-Yu Lian’s lien on Yao-Teh’s land*
5.3	Legal Opinion of Sha Hung Law Firm regarding the validity and legality of agreements*
8.1	Tax Opinion of Maples & Calder regarding the taxation in the British Virgin Islands in connection with investment in the offering (included as part of Exhibit 5.1)
8.2	Tax Opinion of Mao Shang  CPA CO. regarding the taxation in Taiwan in connection with investment in the offering*
10.1	Letter of Intent between Yao-Teh and InterContinental Hotels Group dated September 11, 2015*
10.2	Proposal for Video of Concept Design for the Royal Country Club Spa & Resort between Yao-Teh and the Cuningham Group dated on June 22, 2015*
10.3	Master Planning and Conceptual Design Contract for the Royal Country Club Spa & Resort between Yao-Teh and the Cuningham Group dated on March 6, 2015*
10.4	The five-year repayment schedule entered between Yao-Teh and Taiwan Business Bank dated on June 24, 2013*
10.5	The personal loan agreement entered between Fun-Ming Lo and Taiwan Business Bank on June 24, 2013, which is guaranteed by Yao-Teh (included in Exhibit 10.4) *
10.6	The two five-year loans and one ten-year loan entered between Yao-Teh and Taiwan Cooperative Bank dated on August 7, 1991*
10.7	The loan agreement entered on June 25, 1993 between Geng-Meng Lin, the then vice president of Yao-Teh, and Cheng-Yu Lian who has a lien on the Company’s land*
10.8	Loan Agreement between Yao-Teh and Kai Ji Bank and the Guaranty Agreement signed by Fun Ming Lo for the Loan set forth in this Loan Agreement, both dated on June 14, 2016*
10.9	Loan Agreement between Ta-Teh-Fu and Taiwan Cooperative Bank secured by the Company’s land and guaranteed by Shu-Hui Chou dated December 31, 2015*
10.10	Line of credit loan agreement between Ta-Teh-Fu and Taiwan Cooperative Bank secured by the Company’s land and guaranteed by Shu-Hui Chou and Shu-Hui Chou’s brother dated December 23, 2011*
10.11	Lease Agreement between Ta-Teh-Fu and Yao-Teh dated June 25, 2011*
10.12	Deeds of Material Real Property Owned by Yao-Teh*
10.13	Design Contract for the Royal Country Club Spa & Resort between the Huang Jia Country Club and Recreation Inc. and Chang Chen-Bin Architecture Firm dated October 29, 2015*
10.14	Share Exchange Agreement entered by Huang Jia, Imperial Garden & Resort, Inc. and each of Fun-Ming Lo, Ta-Chih Kuo and Shih-Han Liao dated October 12, 2016*
10.15	Share Purchase Agreement entered into by Huang Jia, Yao-Teh, and each of Fun-Ming Lo, Shu-Sui Tu and Shu-Hui Chou dated October 23, 2015*
10.16	Membership Interest Purchase Agreement entered into by Huang Jia, Ta-Teh-Fu, and Shu-Hui Chou dated October 23, 2016*
10.17	Line of Credit Agreement entered in by and between Imperial Garden & Resort, Inc. and Fun-Ming Lo dated May 16, 2017*
10.18	Mengxin Line of Credit Agreement entered by Yao-Teh International Recreation Co., Ltd. and Mengxin Industrial Co., Ltd. dated June 9, 2017*
10.19	Settlement Agreement entered by and between Yao-Teh International Recreation Co., Ltd. and Chen-Yu Lian dated July 25, 2017*
10.20	Conversion Agreement entered by and among Imperial Garden & Resort, Inc., Fun-Ming Lo and Yao-Teh International Recreation Co., Ltd. dated August 1, 2017*
10.21	Form of Escrow Agreement
10.22	Form of Subscription Agreement
21.1	List of significant subsidiaries of Imperial Garden & Resort, Inc. *
23.1	Consent of KCCW Certified Public Accountants
23.2	Consent of Sha Hung Law Firm*
23.3	Consent of Maples & Calder (included as part of Exhibit 5.1)
23.4	Consent of the Cuningham Group*
23.5	Consent of Da Hon CPA Office*
99.1	Legal Opinion on Land Dispute Issued from Sha Hung Law Firm*
99.2	Letter from Yi-Cheng Huang*
99.3	Letter from Chang Chen-Bin Architecture Firm*
99.4	Form of Share Transfer Agreement entered by and among the selling shareholders and Mr. Wei-Yuan Teng*

* previously filed

II-2

Undertakings

(a) The undersigned registrant hereby undertakes:

(1)  To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent post-effective amendment hereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Securities and Exchange Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this registration statement or any material change to such information in this registration statement;

(2)  That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3)  To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4)  That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:

(i)       If the Registrant is relying on Rule 430B (§230.430B of this chapter):

(A)     Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

(B)     Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an Selling Agent, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(ii)      If the Registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5)  That, for the purpose of determining liability of the Registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned Registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i)      Any preliminary prospectus or prospectus of the undersigned Registrant relating to the offering required to be filed pursuant to Rule 424;

(ii)      Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned Registrant or used or referred to by the undersigned Registrant;

(iii)      The portion of any other free writing prospectus relating to the offering containing material information about the undersigned Registrant or its securities provided by or on behalf of the undersigned registrant; and

(iv)      Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

(6)   To file a post-effective amendment to the registration statement to include any financial statements required by item 8.A. of Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise required by Section 10(a)(3) of the Act need not be furnished, provided, that the Registrant includes in the prospectus, by means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.

(7)   For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant under Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.

(8)   For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(b)   Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in such Act and will be governed by the final adjudication of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Taipei, Taiwan, R.O.C., on September 28, 2017.

IMPERIAL GARDEN & RESORT, INC.

By:	/s/ Fun-Ming Lo
	Fun-Ming Lo
	Chief Executive Officer
	/s/ *
	Young-Yi Hsiao
	Chief Financial Officer
	/s/*
	Yu-Wen Keng
	Principal Accounting Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 3 to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated:

Signature	Title	Date
/s/ Fun-Ming Lo	Chief Executive Officer, Chairman of the Board,	September 28, 2017
Fun-Ming Lo	Director
/s/ *	Chief Financial Officer	September 28, 2017
Young-Yi Hsiao
/s/ *	Principal Accounting Officer	September 28, 2017
Yu-Wen Keng
/s/ *	Director	September 28, 2017
Ta-Chih Kuo
/s/*	Independent Director	September 28, 2017
Wei-Yuan Teng
/s/*	Independent Director	September 28, 2017
Jung-Shium Wan
/s/ *	Independent Director	September 28, 2017
Yangru Wu
/s/ Fun-Ming Lo
Fun-Ming Lo
Attorney-in-fact

II-4

SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES

Pursuant to the Securities Act of 1933, as amended, the undersigned duly authorized representative in the United States of Imperial Garden & Resort, Inc. has signed this registration statement or amendment thereto on September 28, 2017.

Authorized U.S. Representative

By:	/s/ Jay Kaplowitz
	Name: Jay M. Kaplowitz
	Title: Partner
	Company: Sichenzia Ross Ference Kesner LLP

II-5

Exhibit Index

Exhibit	Description
1.1	Selling Agency Agreement
3.1	Amended and restated Memorandum and Articles of Association of Imperial Garden & Resort, Inc.*
4.1	Selling Agent Warrant
5.1	Legal Opinion of Maples & Calder regarding the legality of the ordinary shares of Imperial Garden & Resort, Inc.
5.2	Legal Opinion of Sha Hung Law Firm regarding the validity of the Cheng-Yu Lian’s lien on Yao-Teh’s land*
5.3	Legal Opinion of Sha Hung Law Firm regarding the validity and legality of agreements*
8.1	Tax Opinion of Maples & Calder regarding the taxation in the British Virgin Islands in connection with investment in the offering (included as part of Exhibit 5.1)
8.2	Tax Opinion of Mao Shang  CPA CO. regarding the taxation in Taiwan in connection with investment in the offering*
10.1	Letter of Intent between Yao-Teh and InterContinental Hotels Group dated September 11, 2015*
10.2	Proposal for Video of Concept Design for the Royal Country Club Spa & Resort between Yao-Teh and the Cuningham Group dated on June 22, 2015*
10.3	Master Planning and Conceptual Design Contract for the Royal Country Club Spa & Resort between Yao-Teh and the Cuningham Group dated on March 6, 2015*
10.4	The five-year repayment schedule entered between Yao-Teh and Taiwan Business Bank dated on June 24, 2013*
10.5	The personal loan agreement entered between Fun-Ming Lo and Taiwan Business Bank on June 24, 2013, which is guaranteed by Yao-Teh (included in Exhibit 10.4) *
10.6	The two five-year loans and one ten-year loan entered between Yao-Teh and Taiwan Cooperative Bank dated on August 7, 1991*
10.7	The loan agreement entered on June 25, 1993 between Geng-Meng Lin, the then vice president of Yao-Teh, and Cheng-Yu Lian who has a lien on the Company’s land*
10.8	Loan Agreement between Yao-Teh and Kai Ji Bank and the Guaranty Agreement signed by Fun Ming Lo for the Loan set forth in this Loan Agreement, both dated on June 14, 2016*
10.9	Loan Agreement between Ta-Teh-Fu and Taiwan Cooperative Bank secured by the Company’s land and guaranteed by Shu-Hui Chou dated December 31, 2015*
10.10	Line of credit loan agreement between Ta-Teh-Fu and Taiwan Cooperative Bank secured by the Company’s land and guaranteed by Shu-Hui Chou and Shu-Hui Chou’s brother dated December 23, 2011*
10.11	Lease Agreement between Ta-Teh-Fu and Yao-Teh dated June 25, 2011*
10.12	Deeds of Material Real Property Owned by Yao-Teh*
10.13	Design Contract for the Royal Country Club Spa & Resort between the Huang Jia Country Club and Recreation Inc. and Chang Chen-Bin Architecture Firm dated October 29, 2015*
10.14	Share Exchange Agreement entered by Huang Jia, Imperial Garden & Resort, Inc. and each of Fun-Ming Lo, Ta-Chih Kuo and Shih-Han Liao dated October 12, 2016*
10.15	Share Purchase Agreement entered into by Huang Jia, Yao-Teh, and each of Fun-Ming Lo, Shu-Sui Tu and Shu-Hui Chou dated October 23, 2015*
10.16	Membership Interest Purchase Agreement entered into by Huang Jia, Ta-Teh-Fu, and Shu-Hui Chou dated October 23, 2016*
10.17	Line of Credit Agreement entered in by and between Imperial Garden & Resort, Inc. and Fun-Ming Lo dated May 16, 2017*
10.18	Mengxin Line of Credit Agreement entered by Yao-Teh International Recreation Co., Ltd. and Mengxin Industrial Co., Ltd. dated June 9, 2017*
10.19	Settlement Agreement entered by and between Yao-Teh International Recreation Co., Ltd. and Chen-Yu Lian dated July 25, 2017*
10.20	Conversion Agreement entered by and among Imperial Garden & Resort, Inc., Fun-Ming Lo and Yao-Teh International Recreation Co., Ltd. dated August 1, 2017*
10.21	Form of Escrow Agreement
10.22	Form of Subscription Agreement
21.1	List of significant subsidiaries of Imperial Garden & Resort, Inc. *
23.1	Consent of KCCW Certified Public Accountants
23.2	Consent of Sha Hung Law Firm*
23.3	Consent of Maples & Calder (included as part of Exhibit 5.1)
23.4	Consent of the Cuningham Group*
23.5	Consent of Da Hon CPA Office*
99.1	Legal Opinion on Land Dispute Issued from Sha Hung Law Firm*
99.2	Letter from Yi-Cheng Huang*
99.3	Letter from Chang Chen-Bin Architecture Firm*
99.4	Form of Share Transfer Agreement entered by and among the selling shareholders and Mr. Wei-Yuan Teng*

* previously filed  

II-6

EX-1.1

Exhibit 1.1

SELLING AGENCY AGREEMENT

[                ], 2017

Network 1 Financial Securities, Inc.

The Galleria, Building 2

2 Bridge Avenue
Red Bank, NJ 07701

Ladies and Gentlemen:

Introduction. This agreement (this “Agreement”) constitutes the agreement between Imperial Garden & Resort, Inc., a British Virgin Islands corporation (the “Company”), on the one hand, and Network 1 Financial Securities, Inc. (the “Selling Agent”), on the other hand, pursuant to which the Selling Agent shall serve as an agent for the Company in connection with the proposed Offering (the “Offering”) on an ‘‘best efforts/all or none’’ basis of a minimum offering amount of $15,000,000 and thereafter on a ‘‘best efforts’’ basis to the maximum offering amount of up to $50,000,000 of the Company’s ordinary shares, par value US$0.01 per share (respectively, such registered shares sold in the Offering, the “Securities” and the “Ordinary Share”) to various investors (each an “Investor” and collectively, the “Investors”). The Company hereby confirms its agreement with the Selling Agent as follows:

Section 1. Agreement to Act as Selling Agent.

(a)       On the basis of the representations, warranties and agreements of the Company herein contained, and subject to all the terms and conditions of this Agreement, the Selling Agent shall be the exclusive Selling Agent in connection with the Offering, which shall be undertaken pursuant to the Company’s Registration Statement (as defined below), with the terms of such Offering to be subject to market conditions and negotiations between the Company and the Selling Agent. The Selling Agent will act on a best efforts basis and the Company agrees and acknowledges that there is no guarantee of the successful sale of the Securities, or any portion thereof, in the prospective Offering. Under no circumstances will the Selling Agent or any of its respective “Affiliates” (as defined below) be obligated to financially underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Selling Agent shall act solely as the Company’s agent and not as principal. The Selling Agent shall have no authority to bind the Company with respect to any prospective offer to purchase Securities and the Company shall have the sole right to accept offers to purchase Securities and may reject any such offer, in whole or in part in its distribution. Subject to the Company’s written consent, which such consent shall not be unreasonably withheld, conditioned, or delayed, the Selling Agent may (i) create a syndicate of additional Selling Agent for the Offering comprised of broker-dealers who are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and/or (ii) rely on such Selling Agent who are FINRA members to participate in placing a portion of the Offering. The Selling Agent may also retain other brokers or dealers to act as sub-agents or selected dealers on its behalf in connection with the Offering. Subject to the terms and conditions hereof, payment of the purchase price for, and delivery of, the Securities shall be made at one closing (the “Closing” and the date on which the Closing occurs, the “Closing Date”). As compensation for services rendered, on the Closing Date, the Company shall pay to the Selling Agent the fees and expenses set forth below:

(i)       Cash: A cash fee (the “Cash Fee”) equal to 7.0% of the gross proceeds received by the Company from the sale of the Securities at the Closing, which such Cash Fee will be allocated by the Selling Agent among the Selling Agent and/or the members of the selling syndicate and soliciting dealers in its sole discretion.

(ii)       Such number of Ordinary Share Purchase Warrants (the “Selling Agent Warrants”) to the Selling Agent or its permitted designees at the Closing to purchase, in the aggregate, shares of Ordinary Share equal to 6.0% of the aggregate number of Securities sold in the Offering. The Selling Agent Warrants shall be in customary form reasonably acceptable to Selling Agent, have a term of 3 years and an exercise price of 125% of the price of Securities sold in the Offering. The Selling Agent Warrants shall not be transferable or exercisable for six months from the date of the Offering except as permitted by FINRA Rule 5110(g)(1).

(iii) Expenses:

A. Subject to compliance with FINRA Rule 5110(f)(2)(B), the Company agrees to pay the Selling Agent a non-accountable expense fee equal to an aggregate of $300,000 (“Expense Fee”), of which $30,000 has heretofore been paid to the Selling Agent (the $30,000 paid to the Selling Agent, the “Advance”). Such Expense Fee will be allocated by the Selling Agent among the Selling Agent and/or the members of the selling syndicate and soliciting dealers in its sole discretion and shall be exclusive of the fees of Selling Agent’s respective counsels, as set forth in Section 1(a)(iii)(B) below. Any amounts advanced pursuant to this Section 1(a)(iii)(A) that are unused shall be returned to the Company.

B. The Company also agrees to pay the fees and expenses of the Selling Agent’s legal counsel related to the Offering, which fees shall not exceed $100,000 (the “Legal Fees”). Any amounts paid pursuant to this Section 1(a)(iii)(B) shall be non-refundable.

(b)       The term of the Selling Agent’s exclusive engagement will be until the earlier of (i) any time after the minimum offering amount of the ordinary shares is raised, or (ii) 120 days from the date of this prospectus (the “Exclusive Term”). If we can successfully raise the minimum offering amount within the offering period, the proceeds from the Offering will be released to the Company. Notwithstanding anything to the contrary contained herein, the provisions concerning confidentiality, indemnification and contribution contained herein will survive any expiration or termination of this Agreement, and the Company’s obligation to pay fees actually earned and payable and to reimburse expenses actually incurred and reimbursable pursuant to Section 1 hereof and which are permitted to be reimbursed under FINRA Rule 5110(f)(2)(D), will survive any expiration or termination of this Agreement. Nothing in this Agreement shall be construed to limit the ability of the Selling Agent or its respective Affiliates to pursue, investigate, analyze, invest in, or engage in investment banking, financial advisory or any other business relationship with Persons (as defined below) other than the Company. As used herein (i) “Persons” means an individual or corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock company, government (or an agency or subdivision thereof) or other entity of any kind and (ii) “Affiliate” means any Person that, directly or indirectly through one or more intermediaries, controls or is controlled by or is under common control with a Person as such terms are used in and construed under Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”).

(c)       If during the Exclusive Term, or within fifteen (15) months after the date of termination or expiration of this Agreement if no Closing has occurred, securities are sold by the Company to investors directly introduced to the Company by any of the Selling Agent on behalf of the Company, then the Company shall pay to the Selling Agent, at the time of each such sale, the cash fees set forth in this Section 1(a)(i) with respect to any such sale. Upon termination of this Agreement and at the request of the Company, the Selling Agent will provide the Company with a list of investors so identified by the Selling Agent, respectively, on behalf of the Company.

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(d)        If within fifteen (15) months after (and conditional upon) the consummation of the Offering, the Company or any of its subsidiaries (i) decides to dispose of or acquire business units or acquire any of its outstanding securities or make any exchange or tender offer or enter into a merger, consolidation or other business combination or any recapitalization, reorganization, restructuring or other similar transaction, including, without limitation, an extraordinary dividend or distributions or a spin-off or split-off, and the Company decides to retain a financial advisor for such transaction, the Selling Agent (or any affiliate designated by the Selling Agent) shall have the exclusive right to act as the Company’s financial advisor(s) for any such transaction (each with a 50% right of participation/economics); or (ii) decides to finance or refinance any indebtedness using a manager or agent, the Selling Agent (or any affiliate designated by the Selling Agent) shall have the exclusive right to act as joint book runners, co-lead managers, co-lead placement agents or co-lead agents with respect to such financing or refinancing (each with a 50% right of participation/economics); or (iii) decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, the Selling Agent (or any affiliate designated by the Selling Agent) shall have the exclusive right to act as joint book runners, co-lead underwriters or co-lead placement agents for such financing (each with a 50% right of participation/economics). The Company shall provide the Selling Agent no less than ten (10) days’ notice of its election to engage in any such transactions, which notice shall contain a brief description of the proposed transaction. If the Selling Agent does not respond within such ten (10) day period, they shall be deemed to have rejected the right to participate in the subject transaction. If either of the Selling Agent or one of its affiliates decide to accept any such engagement, the Company shall enter into a customary engagement agreement related to such transaction with the applicable Selling Agent(s), which agreement will contain, among other things, provisions for customary fees for transactions of similar size and nature and the provisions of this Agreement, including indemnification, which are appropriate to such a transaction, and shall stipulate that each of the Selling Agent (should both Selling Agent accept the engagement) shall have a 50% right of participation/economics.

(e)        It is understood and agreed that the Selling Agent will allocate 65% of the Cash Fee for payment with regard to any retail/non-institutional investors introduced by the Selling Agent or any sub-agents engaged by the Selling Agent to participate in the Offering.  Such portion of the Cash Fee will be allocated to the Selling Agent or sub-agent that makes the introduction to such retail/non-institutional investor(s). The remaining 35% of the Cash Fee shall be divided equally between the Selling Agent for any gross proceeds received from a retail/non-institutional investor(s).

Section 2. Representations, Warranties and Covenants of the Company. The Company hereby represents, warrants and covenants to the Selling Agent, as of the date hereof, and as of the Closing Date, as follows:

(a)       Securities Law Filings. The Company has filed with the Securities and Exchange Commission (the “Commission”) a registration statement on Form F-1 (Registration File No. 333-216694) under the Securities Act and the rules and regulations (the “Rules and Regulations”) of the Commission promulgated thereunder. At the time of such filing, the Company met the requirements of Form F-1 under the Securities Act. The Company will file with the Commission pursuant to Rules 430A and 424(b) under the Securities Act, a final prospectus included in such registration statement relating to the Offering and the plan of distribution thereof and has advised the Selling Agent of all further information (financial and other) with respect to the Company required to be set forth therein. Such registration statement, including the exhibits thereto, as amended at the date of this Agreement, is hereinafter called the “Registration Statement”; such prospectus in the form in which it appears in the Registration Statement as amended at the date of this Agreement is hereinafter called the “Prospectus.” All references in this Agreement to financial statements and schedules and other information that is “contained,” “included,” “described,” “referenced,” “set forth” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information that is or is deemed to be incorporated by reference in the Registration Statement or the Prospectus, as the case may be. The Registration Statement has been declared effective by the Commission on the date hereof. The Company shall, prior to the Closing, file with the Commission a Form 8-A providing for the registration under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Securities.

3 

(b)       Assurances. Except as set forth in schedule 2(a), the Registration Statement (and any further documents to be filed with the Commission) contains all exhibits and schedules as required by the Securities Act. Each of the Registration Statement and any post-effective amendment thereto, at the time it became effective, at all other subsequent times until the Closing and at the Closing Date, complied in all material respects with the Securities Act and the applicable Rules and Regulations and did not and, as amended or supplemented, if applicable, will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading (provided, however, that the preceding representations and warranties contained in this sentence shall not apply to any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by the Selling Agent expressly for use therein (the “Selling Agent Information”)). The Prospectus, as of its date, complies in all material respects with the Securities Act and the applicable Rules and Regulations. As of its date, the Prospectus did not and will not contain as of the date thereof any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations and warranties contained in this sentence shall not apply to any Selling Agent Information). All post-effective amendments to the Registration Statement reflecting facts or events arising after the date thereof which represent, individually or in the aggregate, a fundamental change in the information set forth therein have been so filed with the Commission. There are no documents required to be filed with the Commission in connection with the transaction contemplated hereby that (x) have not been filed as required pursuant to the Securities Act or (y) will not be filed within the requisite time period. There are no contracts or other documents required to be described in the Prospectus or filed as exhibits or schedules to the Registration Statement that have not been described or filed as required. The Company is eligible to use free writing prospectuses in connection with the Offering pursuant to Rules 164 and 433 under the Securities Act. Any free writing prospectus that the Company is required to file pursuant to Rule 433(d) under the Securities Act has been, or will be, filed with the Commission in accordance with the requirements of the Securities Act and the applicable Rules and Regulations. Each free writing prospectus that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act or that was prepared by or behalf of or used by the Company complies or will comply in all material respects with the requirements of the Securities Act and the applicable Rules and Regulations. The Company will not, without the prior consent of the Selling Agent, prepare, use or refer to, any free writing prospectus.

(c)       Offering Materials. The Company has delivered, or will as promptly as practicable deliver, to the Selling Agent complete conformed copies of the Registration Statement and of each consent and certificate of experts, as applicable, filed as a part thereof, and conformed copies of the Registration Statement (without exhibits) and the Prospectus, as amended or supplemented, in such quantities and at such places as the Selling Agent reasonably request. Neither the Company nor any of its directors and officers has distributed and none of them will distribute, prior to the Closing Date, any offering material in connection with the offering and sale of the Securities other than the Prospectus, the Registration Statement, and any other materials permitted by the Securities Act.

(d)       Subsidiaries. All of the direct and indirect subsidiaries of the Company (the “Subsidiaries”) are described in the Registration Statement to the extent necessary. Except as described in the Registration Statement and the Prospectus, the Company owns, directly or indirectly, all of the capital stock or other equity interests of each Subsidiary free and clear of any liens, charges, security interests, encumbrances, rights of first refusal, preemptive rights or other restrictions (collectively, “Liens”), and all of the issued and outstanding shares of capital stock of each Subsidiary are validly issued and are fully paid, non-assessable and free of preemptive and similar rights to subscribe for or purchase securities.

4 

(e)       Organization and Qualification. To the extent as stated in the Registration Statement and its exhibits, the Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing (where applicable) under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation or default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of this Agreement or any other agreement entered into between the Company and the Investors, (ii) a material adverse effect on the results of operations, assets, business, prospects (as such prospects are described in the Prospectus) or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under this Agreement or the Offering (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no action, claim, suit, investigation or proceeding (including, without limitation, an informal investigation or partial proceeding, such as a deposition), whether commenced or threatened (“Proceeding”) has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

(f)       Authorization; Enforcement. The Company has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement and the Offering and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of this Agreement by the Company and the consummation by it of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Company and no further action is required by the Company, the Company’s Board of Directors (the “Board of Directors “) or the Company’s shareholders in connection therewith other than in connection with the Required Approvals (as defined below). This Agreement has been duly executed by the Company and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies and (iii) insofar as indemnification and contribution provisions may be limited by applicable law.

(g)       No Conflicts. The execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby do not and will not (i) conflict with or violate any provision of the Company’s or any Subsidiary’s certificate or articles of incorporation, bylaws or other organizational or charter documents, or (ii) conflict with, or constitute a default (or an event that with notice or lapse of time or both would become a default) under, result in the creation of any Lien upon any of the properties or assets of the Company or any Subsidiary, or give to others any rights of termination, amendment, acceleration or cancellation (with or without notice, lapse of time or both) of, any agreement, credit facility, debt or other instrument (evidencing a Company or Subsidiary debt or otherwise) or other understanding to which the Company or any Subsidiary is a party or by which any property or asset of the Company or any Subsidiary is bound or affected, or (iii) subject to the Required Approvals, conflict with or result in a violation of any law, rule, regulation, order, judgment, injunction, decree or other restriction of any court or governmental authority to which the Company or a Subsidiary is subject (including federal and state securities laws and regulations), or by which any property or asset of the Company or a Subsidiary is bound or affected; except in the case of each of clauses (ii) and (iii), such as could not reasonably be expected to result in a Material Adverse Effect.

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(h)       Filings, Consents and Approvals. The Company 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 federal, state, local or other governmental authority or other Person in connection with the execution, delivery and performance by the Company of this Agreement and the transactions contemplated hereby, other than: (i) the filing with the Commission of the final Prospectus as required by Rule 424 under the Securities Act, (ii) application(s) to the NASDAQ Global Market (the “Trading Market”) for the listing of the Securities for trading thereon in the time and manner required thereby and (iii) such filings as are required to be made under applicable state securities laws (collectively, the “Required Approvals”).

(i)       Issuance of the Securities; Registration. The Securities are duly authorized and, when issued and paid for in accordance with this Agreement and the terms of the Offering as described in the Prospectus, will be duly and validly issued, fully paid and nonassessable, free and clear of all Liens imposed by the Company. The Company has reserved from its duly authorized capital stock the um number of Securities issuable pursuant to the Offering as described in the Prospectus.

(j)       Capitalization. The capitalization of the Company is as set forth in the Prospectus. The Company has not issued any capital stock since the date of filing of the Prospectus, other than pursuant to the exercise of employee stock options under the Company’s stock option plans, the issuance of shares of Ordinary Share to employees pursuant to the Company’s employee stock purchase plans and pursuant to the conversion and/or exercise of securities of the Company or the Subsidiaries which would entitle the holder thereof to acquire at any time any Ordinary Share, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Ordinary Share (“Ordinary Share Equivalents”) outstanding as of the date of the filing of the Prospectus. No Person has any right of first refusal, preemptive right, right of participation^[1], or any similar right to participate in the transactions contemplated by this Agreement and the transactions contemplated pursuant to the Prospectus. Except as disclosed in the Registration Statement and the Prospectus, there are no outstanding options, warrants, scrip rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities, rights or obligations convertible into or exercisable or exchangeable for, or giving any Person any right to subscribe for or acquire, any shares of Ordinary Share, or contracts, commitments, understandings or arrangements by which the Company or any Subsidiary is or may become bound to issue additional shares of Ordinary Share or Ordinary Share Equivalents. Except as set forth in the Registration Statement and the Prospectus^[2], the issuance and sale of the Securities will not obligate the Company to issue shares of Ordinary Share or other securities to any Person (other than the Investors and the Selling Agent) and will not result in a right of any holder of Company securities to adjust the exercise, conversion, exchange or reset price under any of such securities. All of the outstanding shares of capital stock of the Company are validly issued, fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and none of such outstanding shares was issued in violation of any preemptive rights or similar rights to subscribe for or purchase securities. No further approval or authorization of any shareholder or the Board of Directors of the Company or others is required for the issuance and sale of the Securities. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

(k)       Material Changes; Undisclosed Events, Liabilities or Developments. Since the date of the latest audited financial statements included within the Registration Statement, except as specifically disclosed in the Registration Statement and the Prospectus, (i) there has been no event, occurrence or development that has had or that could reasonably be expected to result in a Material Adverse Effect, (ii) the Company has not incurred any liabilities (contingent or otherwise) other than (A) trade payables and accrued expenses incurred in the ordinary course of business consistent with past practice and (B) liabilities not required to be reflected in the Company’s financial statements pursuant to GAAP or disclosed in filings made with the Commission, (iii) the Company has not altered its method of accounting, (iv) the Company has not declared or made any dividend or distribution of cash or other property to its shareholders or purchased, redeemed or made any agreements to purchase or redeem any shares of its capital stock and (v) the Company has not issued any equity securities to any officer, director or Affiliate, except pursuant to existing Company stock option plans. The Company does not have pending before the Commission any request for confidential treatment of information. Except for the issuance of the Securities contemplated by the Prospectus or disclosed in the Registration Statement or the Prospectus, no event, liability, fact, circumstance, occurrence or development has occurred or exists or is reasonably expected to occur or exist with respect to the Company or its Subsidiaries or its respective business, prospects (as such prospects are described in the Prospectus), properties, operations, assets or financial condition that would be required to be disclosed by the Company under applicable securities laws at the time this representation is made or deemed made that has not been publicly disclosed at least 1 trading day prior to the date that this representation is made.

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(l)       Litigation. Except as disclosed in the Registration Statement, there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of its respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “Action”) which (i) adversely affects or challenges the legality, validity or enforceability of any of this Agreement and the Offering or the Securities or (ii) could, if there were an unfavorable decision, reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any director or officer thereof, is or has within the last 10 years been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. To the Company’s knowledge, the Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

(m)       Labor Relations. No material labor dispute exists or, to the knowledge of the Company, is imminent with respect to any of the employees of the Company, which could reasonably be expected to result in a Material Adverse Effect. None of the Company’s or its Subsidiaries’ employees is a member of a union that relates to such employee’s relationship with the Company or such Subsidiary, and neither the Company nor any of its Subsidiaries is a party to a collective bargaining agreement, and the Company and its Subsidiaries believe that its relationships with its employees are good. No executive officer, to the knowledge of the Company, is, or is now expected to be, in violation of any material term of any employment contract, confidentiality, disclosure or proprietary information agreement or non-competition agreement, or any other contract or agreement or any restrictive covenant in favor of any third party, and the continued employment of each such executive officer does not subject the Company or any of its Subsidiaries to any liability with respect to any of the foregoing matters. The Company and its Subsidiaries are in compliance with all U.S. federal, state, local and foreign laws and regulations relating to employment and employment practices, terms and conditions of employment and wages and hours, except where the failure to be in compliance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(n)       Compliance. Except as set forth in the Registration Statement or the Prospectus, neither the Company nor any Subsidiary: (i) is in default under or in violation of (and no event has occurred that has not been waived that, with notice or lapse of time or both, would result in a default by the Company or any Subsidiary under), nor has the Company or any Subsidiary received notice of a claim that it is in default under or that it is in violation of, any indenture, loan or credit agreement or any other agreement or instrument to which it is a party or by which it or any of its properties is bound (whether or not such default or violation has been waived), (ii) is in violation of any judgment, decree or order of any court, arbitrator or governmental body or (iii) is or has been in violation of any statute, rule, ordinance or regulation of any governmental authority, including without limitation all foreign, federal, state and local laws relating to taxes, environmental protection, occupational health and safety, product quality and safety and employment and labor matters, except in each case as could not reasonably be expected to result in a Material Adverse Effect.

(o)       Regulatory Permits. Except as disclosed in the Registration Statement, the Company and the Subsidiaries possess all certificates, authorizations and permits issued by the appropriate federal, state, local or foreign regulatory authorities necessary to conduct its respective businesses as described in the Prospectus, except where the failure to possess such permits could not reasonably be expected to result in a Material Adverse Effect (“Material Permits”), and neither the Company nor any Subsidiary has received any notice of proceedings relating to the revocation or modification of any Material Permit.

(p)       Title to Assets. Except as disclosed in the Registration Statement, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens disclosed in the Prospectus, Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

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(q)       Patents and Trademarks. The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or material for use in connection with its respective businesses as described in the Prospectus and which the failure to so have could have a Material Adverse Effect (collectively, the “Intellectual Property Rights”). Neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement. Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the Registration Statement, a notice (written or otherwise) of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as would not have a Material Adverse Effect. To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights. The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of its intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

(r)       Insurance. As of December 31, 2016, the Company and the Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as are prudent and customary in the businesses in which the Company and the Subsidiaries are engaged, including, but not limited to, directors and officers insurance coverage. Neither the Company nor any Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business without a significant increase in cost.

(s)       Transactions With Affiliates and Employees. Except as set forth in the Registration Statement and the Prospectus, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

(t)       Sarbanes-Oxley; Internal Accounting Controls. Except as set forth in the Prospectus: (i) the Company is in compliance in all material respects with any and all applicable requirements of the Sarbanes-Oxley Act of 2002 that are effective as of the date hereof, and any and all applicable rules and regulations promulgated by the Commission thereunder that are effective as of the date hereof and as of the Closing Date; (ii) the Company and the Subsidiaries maintain a system of internal accounting controls sufficient to provide reasonable assurance that: (A) transactions are executed in accordance with management’s general or specific authorizations, (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain asset accountability, (C) access to assets is permitted only in accordance with management’s general or specific authorization, and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (iii) the Company has established disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the Company and designed such disclosure controls and procedures to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.

(u)       Certain Fees. Except as set forth herein and in the Prospectus or contemplated by this Agreement, no brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by this Agreement and the Offering. The Investors shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section that may be due in connection with the transactions contemplated by this Agreement and the Offering.

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(v)       Investment Company. The Company is not, and is not an Affiliate of, and immediately after receipt of payment for the Securities, will not be or be an Affiliate of, an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Company shall conduct its business in a manner so that it will not become an “investment company” subject to registration under the Investment Company Act of 1940, as amended.

(w)       Registration Rights. Except as set forth in the Registration Statement or the Prospectus, no Person has any right to cause the Company to effect the registration under the Securities Act of any securities of the Company.

(x)       Application of Takeover Protections. The Company and the Board of Directors have taken all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Company’s certificate of incorporation (or similar charter documents) or the laws of its state of incorporation that is or could become applicable to the Investors as a result of the Investors and the Company fulfilling its obligations or exercising its rights under this Agreement and the Offering, including without limitation as a result of the Company’s issuance of the Securities and the Investors’ ownership of the Securities.

(y)       No Integrated Offering. Neither the Company, nor any of its Affiliates, nor any Person acting on its or its behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this Offering of the Securities to be integrated with prior offerings by the Company.

(z)       Solvency. The Company has no knowledge of any facts or circumstances which lead it to believe that it will file for reorganization or liquidation under the bankruptcy or reorganization laws of any jurisdiction within one year from the Closing Date. The Prospectus sets forth as of June 30, 2016 all outstanding secured and unsecured Indebtedness of the Company or any Subsidiary, or for which the Company or any Subsidiary has commitments. For the purposes of this Agreement, “Indebtedness” means (x) any liabilities for borrowed money or amounts owed in excess of $50,000 (other than trade accounts payable incurred in the ordinary course of business), (y) all guaranties, endorsements and other contingent obligations in respect of indebtedness of others, whether or not the same are or should be reflected in the Company’s balance sheet (or the notes thereto), except guaranties by endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; and (z) the present value of any lease payments in excess of $50,000 due under leases required to be capitalized in accordance with GAAP. Except as described in the Prospectus, neither the Company nor any Subsidiary is in default with respect to any Indebtedness.

(aa) Tax Status. Except for matters that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect, the Company and each Subsidiary (i) has made or filed all United States federal and state income and all foreign income and franchise tax returns, reports and declarations required by any jurisdiction to which it is subject, (ii) has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations and (iii) has set aside on its books provision reasonably adequate for the payment of all material taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company or of any Subsidiary know of no basis for any such claim.

(bb) Foreign Corrupt Practices. Neither the Company, nor to the knowledge of the Company, any agent or other person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

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(cc) Accountants. KCCW Accountancy Corp. (“KCCW”) is the Company’s independent registered public accounting firm. To the knowledge and belief of the Company, such accounting firm (i) is a registered public accounting firm as required by the Exchange Act and (ii) has expressed its opinion with respect to the financial statements of the Company for the years ended December 31, 2015 and 2016.

(dd) Office of Foreign Assets Control. Neither the Company nor, to the Company’s knowledge, any director, officer, agent, employee or affiliate of the Company is currently subject to any U.S. sanctions administered by the Office of Foreign Assets Control of the U.S. Treasury Department (“OFAC”).

(ee) U.S. Real Property Holding Corporation. The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Investor’s request.

(ff) Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

(gg) Certificates. Any certificate signed by an officer of the Company and delivered to any of the Selling Agent or to counsel for any of the Selling Agent shall be deemed to be a representation and warranty by the Company to the Selling Agent as to the matters set forth therein.

(hh) Reliance. The Company acknowledges that the Selling Agent will rely upon the accuracy and truthfulness of the foregoing representations and warranties and hereby consents to such reliance.

(ii) Forward-Looking Statements. No forward-looking statement (within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act) contained in either the Registration Statement or the Prospectus has been made or reaffirmed without a reasonable basis or has been disclosed other than in good faith.

(jj) Statistical or Market-Related Data. Any statistical, industry-related and market-related data included or incorporated by reference in the Registration Statement or the Prospectus, are based on or derived from sources that the Company reasonably and in good faith believes to be reliable and accurate, and such data agree with the sources from which they are derived.

(kk) FINRA Affiliations. Except as disclosed in the Prospectus, there are no affiliations with any FINRA member firm among the Company’s officers, directors or, to the knowledge of the Company, any five percent (5%) or greater shareholder of the Company.

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Section 3. Delivery and Payment.

(a)       Closing. The Closing shall occur at the offices of Selling Agent (or at such other place as shall be agreed upon by the Selling Agent and the Company) and may also be conducted electronically via the remote exchange of Closing documentation. Subject to the terms and conditions hereof, and except as may otherwise be agreed or arranged between the parties, at the Closing payment of the purchase price for the Securities sold on the Closing Date shall be made by Federal Funds wire transfer from the Escrow Account (as defined below), against delivery of such Securities, and such Securities shall be registered in such name or names and shall be in such denominations, as provided by the Escrow Agent least one business day prior to the Closing. All actions taken at the Closing shall be deemed to have occurred simultaneously.

(b)       Payment for the Securities. The Securities are being sold to the Investors at an aggregate initial public offering price per Security as set forth in the Prospectus. The purchase of Securities by each of the Investors shall be evidenced by the execution of a subscription agreement by each such Investor and the Company. In the event that the any of the Selling Agent receive any payment from an Investor in connection with the purchase of any Securities by such Investor, such payment shall be promptly transmitted to and deposited into the escrow account (the “Escrow Account”) established by the Company in connection with this offering with Continental Stock Transfer & Trust Company, as escrow agent (the “Escrow Agent”). Among other things, the Selling Agent shall forward any checks so received by the Selling Agent to the Escrow Agent by noon of the next business day. The Selling Agent and the Company shall instruct Investors to make wire transfer payments to “Continental Stock Transfer & Trust Company as Agent for Imperial Garden & Resort, Inc.”, with the name and address of the Investor making payment. Payment by the Investors out of the Escrow Account for the Securities to be sold by the Company shall be made at the Closing Date to the Company in compliance with Rule 15c2-4 of the Commission.

(c)       Delivery of Securities. Delivery of the Securities shall be made through the facilities of The Depository Trust Company unless the Selling Agent shall otherwise instruct.

Section 4.      Covenants and Agreements of the Company. The Company further covenants and agrees with the Selling Agent as follows:

(a)       Registration Statement Matters. The Registration Statement and any amendments thereto have been declared effective, and if Rule 430A is used or the filing of the Prospectus is otherwise required under Rule 424(b), the Company will file the Prospectus (properly completed if Rule 430A has been used) pursuant to Rule 424(b) within the prescribed time period and will provide evidence satisfactory to the Selling Agent of such timely filing. The Company will advise the Selling Agent promptly after they receive notice thereof of the time when any amendment to the Registration Statement has been filed or becomes effective or any supplement or amendment to the Prospectus has been filed and will furnish the Selling Agent with copies thereof. The Company will file promptly all reports and any definitive proxy or information statements required to be filed by the Company with the Commission pursuant to Section 13(a), 14 or 15(d) of the Exchange Act subsequent to the date of the Prospectus and for so long as the delivery of a prospectus is required in connection with the Offering. The Company will advise the Selling Agent, promptly after it receives notice thereof (i) of any request by the Commission to amend the Registration Statement or to amend or supplement the Prospectus or for additional information, and (ii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or any post-effective amendment thereto or any order preventing or suspending the use of the Prospectus or any amendment or supplement thereto or any post-effective amendment to the Registration Statement, of the suspension of the qualification of the Securities for offering or sale in any jurisdiction, of the institution or threatened institution of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of the Registration Statement or the Prospectus or for additional information. The Company shall use its commercially reasonable efforts to prevent the issuance of any such stop order or prevention or suspension of such use. If the Commission shall enter any such stop order or order or notice of prevention or suspension at any time, the Company will use its commercially reasonable efforts to obtain the lifting of such order at the earliest possible moment, or will file a new registration statement and use its best efforts to have such new registration statement declared effective as soon as practicable. Additionally, the Company agrees that it shall comply with the provisions of Rules 424(b), 430A, 430B and 430C, as applicable, under the Securities Act, including with respect to the timely filing of documents thereunder, and will use its reasonable efforts to confirm that any filings made by the Company under such Rule 424(b) are received in a timely manner by the Commission.

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(b)       Blue Sky Compliance. The Company will cooperate with the Selling Agent in endeavoring to qualify the Securities for sale under the securities laws of such jurisdictions (United States and foreign) as the Selling Agent may reasonably request and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent, and provided further that the Company shall not be required to produce any new disclosure document other than the Prospectus. The Company will, from time to time, prepare and file such statements, reports and other documents as are or may be required to continue such qualifications in effect for so long a period as the Selling Agent may reasonably request for distribution of the Securities. The Company will advise the Selling Agent promptly of the suspension of the qualification or registration of (or any such exemption relating to) the Securities for offering, sale or trading in any jurisdiction or any initiation or threat of any proceeding for any such purpose, and in the event of the issuance of any order suspending such qualification, registration or exemption, the Company shall use its best efforts to obtain the withdrawal thereof at the earliest possible moment.

(c)       Amendments and Supplements to the Prospectus and Other Matters. The Company will comply with the Securities Act and the Exchange Act, and the rules and regulations of the Commission thereunder, so as to permit the completion of the distribution of the Securities as contemplated in this Agreement and the Prospectus. If during the period in which a prospectus is required by law to be delivered in connection with the distribution of Securities contemplated by the Prospectus (the “Prospectus Delivery Period”), any event shall occur as a result of which, in the judgment of the Company or in the opinion of any of the Selling Agent or counsel for any of the Selling Agent, it becomes necessary to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances under which they were made, as the case may be, not misleading, or if it is necessary at any time to amend or supplement the Prospectus to comply with any law, the Company will promptly prepare and file with the Commission, and furnish at its own expense to the Selling Agent and to dealers, an appropriate amendment to the Registration Statement or supplement to the Registration Statement or the Prospectus that is necessary in order to make the statements in the Prospectus as so amended or supplemented, in the light of the circumstances under which they were made, as the case may be, not misleading, or so that the Registration Statement or the Prospectus, as so amended or supplemented, will comply with law. Before amending the Registration Statement or supplementing the Prospectus in connection with the Offering, the Company will furnish the Selling Agent with a copy of such proposed amendment or supplement and will not file any such amendment or supplement to which the Selling Agent reasonably object.

(d)       Copies of any Amendments and Supplements to the Prospectus. The Company will furnish the Selling Agent, without charge, during the period beginning on the date hereof and ending on the Closing Date of the Offering, as many copies of the Prospectus and any amendments and supplements thereto as the Selling Agent may reasonably request.

(e)       Free Writing Prospectus. The Company covenants that it will not, unless it obtains the prior consent of the Selling Agent, make any offer relating to the Securities that would constitute a Company Free Writing Prospectus or that would otherwise constitute a “free writing prospectus” (as defined in Rule 405 of the Securities Act) required to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act. In the event that the Selling Agent expressly consent in writing to any such free writing prospectus (a “Permitted Free Writing Prospectus”), the Company covenants that it shall (i) treat each Permitted Free Writing Prospectus as a Company Free Writing Prospectus, and (ii) comply with the requirements of Rule 164 and 433 of the Securities Act applicable to such Permitted Free Writing Prospectus, including in respect of timely filing with the Commission, legending and record keeping.

(f)       Transfer Agent. The Company will maintain, at its expense, a registrar and transfer agent for the Ordinary Share for so long as the Ordinary Share is publicly-traded.

(g)       Earnings Statement. As soon as practicable and in accordance with applicable requirements under the Securities Act, but in any event not later than 18 months after the last Closing Date, the Company will make generally available to its security holders and to the Selling Agent an earnings statement, covering a period of at least 12 consecutive months beginning after the last Closing Date, that satisfies the provisions of Section 11(a) and Rule 158 under the Securities Act.

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(h)       Periodic Reporting Obligations. During the Prospectus Delivery Period, the Company will duly file, on a timely basis, with the Commission all reports and documents required to be filed under the Exchange Act within the time periods and in the manner required by the Exchange Act.

(i)       Additional Documents. The Company will enter into any subscription, purchase or other customary agreements as the Selling Agent deem necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably acceptable to the Company and the Selling Agent. The Company agrees that the Selling Agent may rely upon, and each is a third party beneficiary of, the representations and warranties set forth in any such purchase, subscription or other agreement with Investors in the Offering.

(j)       No Manipulation of Price. The Company will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company.

(k)       Acknowledgment. The Company acknowledges that any advice given by any of the Selling Agent to the Company is solely for the benefit and use of the Board of Directors of the Company and may not be used, reproduced, disseminated, quoted or referred to, without such Selling Agent’s prior written consent.

Section 5.     Conditions of the Obligations of the Selling Agent. The obligations of the Selling Agent hereunder shall be subject to the accuracy of the representations and warranties on the part of the Company set forth in Section 2 hereof, in each case as of the date hereof and as of the Closing Date as though then made, to the timely performance by each of the Company of its covenants and other obligations hereunder on and as of such dates, and to each of the following additional conditions:

(a)       Accountants’ Comfort Letter. On the date of Closing, the Selling Agent shall have received, and the Company shall have caused to be delivered to the Selling Agent, a letter from KCCW, addressed to the Selling Agent, dated as of the date hereof, in form and substance satisfactory to the Selling Agent. The letter shall not disclose any change in the condition (financial or other), earnings, operations, business or prospects of the Company from that set forth in the Prospectus, which, in the Selling Agent’s sole judgment, is material and adverse and that makes it, in the Selling Agent’s sole judgment, impracticable or inadvisable to proceed with the Offering of the Securities as contemplated by the Prospectus.

(b)       Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA. The Registration Statement shall have become effective and all necessary regulatory and listing approvals shall have been received not later than 5:30 P.M., New York City time, on or prior to the date of Closing, or at such later time and date as shall have been consented to in writing by the Selling Agent. The Prospectus (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission in a timely fashion in accordance with the terms thereof. At or prior to the Closing Date and the actual time of the Closing, no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of the Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

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(c)       Corporate Proceedings. All corporate proceedings and other legal matters in connection with this Agreement, the Registration Statement and the Prospectus, and the registration, sale and delivery of the Securities, shall have been completed or resolved in a manner reasonably satisfactory to the Selling Agent’s respective counsels, and such counsel shall have been furnished with such papers and information as it may reasonably have requested to enable such counsels to pass upon the matters referred to in this Section 5.

(d)       No Material Adverse Effect. Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, in the Selling Agent’s sole judgment after consultation with the Company, there shall not have occurred any Material Adverse Effect.

(e)       Opinion of Counsel for the Company. The Selling Agent shall have received on the Closing Date the favorable opinions of Sichenzia Ross Ference Kesner LLP, U.S. securities counsel to the Company, dated as of such Closing Date, including, without limitation, a customary negative assurance letter, addressed to the Selling Agent in reasonable and customary form satisfactory to the Selling Agent.

(f)       Officers’ Certificate. The Selling Agent shall have received on the Closing Date a certificate of the Company, dated as of such Closing Date, signed by the Chief Executive Officer and Chief Financial Officer of the Company, to the effect that, and the Selling Agent shall be satisfied that, the signers of such certificate have reviewed the Registration Statement and the Prospectus, and this Agreement and to the further effect that:

(i)       The representations and warranties of the Company in this Agreement are true and correct, as if made on and as of such Closing Date, and the Company has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or prior to such Closing Date;

(ii)        No stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus has been issued and no proceedings for that purpose have been instituted or are pending or, to the Company’s knowledge, threatened under the Securities Act; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company has been issued by any securities commission, securities regulatory authority or stock exchange in the United States and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange in the United States;

(iii)       When the Registration Statement became effective, at the time of sale, and at all times subsequent thereto up to the delivery of such certificate, the Registration Statement, when it became effective, contained all material information required to be included therein by the Securities Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and in all material respects conformed to the requirements of the Securities Act and the applicable rules and regulations of the Commission thereunder, as the case may be, and the Registration Statement, did not and does not include any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading (provided, however, that the preceding representations and warranties contained in this paragraph (iii) shall not apply to any statements or omissions made in reliance upon and in conformity with the Selling Agent Information) and, since the effective date of the Registration Statement, there has occurred no event required by the Securities Act and the rules and regulations of the Commission thereunder to be set forth in the Registration Statement which has not been so set forth; and

(iv)       Subsequent to the respective dates as of which information is given in the Registration Statement and the Prospectus, there has not been: (a) any Material Adverse Effect; (b) any transaction that is material to the Company and the Subsidiaries taken as a whole, except transactions entered into in the ordinary course of business; (c) any obligation, direct or contingent, that is material to the Company and the Subsidiaries taken as a whole, incurred by the Company or any Subsidiary, except obligations incurred in the ordinary course of business; (d) any material change in the capital stock (except changes thereto resulting from the exercise of outstanding stock options or warrants or conversion of outstanding indebtedness into shares of Ordinary Share) or outstanding indebtedness of the Company or any Subsidiary (except for the conversion of such indebtedness into shares of Ordinary Share); (e) any dividend or distribution of any kind declared, paid or made on the capital stock of the Company; or (f) any loss or damage (whether or not insured) to the property of the Company or any Subsidiary which has been sustained or will have been sustained which has a Material Adverse Effect.

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(g)       Bring-down Comfort Letter. On the Closing Date, the Selling Agent shall have received from KCCW, or such other independent registered public accounting firm engaged by the Company at such time, a letter dated as of such Closing Date, in form and substance satisfactory to the Selling Agent, to the effect that they reaffirm the statements made in the letter furnished pursuant to subsection (a) of this Section 5, except that the specified date referred to therein for the carrying out of procedures shall be no more than three business days prior to such Closing Date.

(h)       Stock Exchange Listing. The Ordinary Shares shall be registered under the Exchange Act and shall be approved to be listed on the Trading Market, and the Company shall not have taken any action designed to terminate, or likely to have the effect of terminating, the registration of the Ordinary Share under the Exchange Act or delisting or suspending from trading the Ordinary Share from the principal Trading Market, nor shall the Company have received any information suggesting that the Commission or the principal Trading Market is contemplating terminating such registration or listing.

(i)       Additional Documents. On or before the Closing Date, the Selling Agent and counsel for the Selling Agent shall have received such customary information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties, or the satisfaction of any of the conditions or agreements, herein contained. If any condition specified in this Section 5 is not satisfied when and as required to be satisfied, this Agreement may be terminated by the Selling Agent by notice to the Company at any time on or prior to the Closing Date, which termination shall be without liability on the part of any party to any other party, except that Section 6 (Payment of Expenses), Section 7 (Indemnification and Contribution) and Section 8 (Representations and Indemnities to Survive Delivery) shall at all times be effective and shall survive such termination.

(j)       Subsequent to the execution and delivery of this Agreement or, if earlier, the dates as of which information is given in the Registration Statement (exclusive of any amendment thereof) and the Prospectus (exclusive of any supplement thereto), there shall not have been any change in the capital stock or long-term debt of the Company (other than as described in the Registration Statement or the Prospectus) or any change or development involving a change, whether or not arising from transactions in the ordinary course of business, in the business, condition (financial or otherwise), results of operations, shareholders' equity, properties or prospects of the Company, taken as a whole, including but not limited to the occurrence of any fire, flood, storm, explosion, accident, act of war or terrorism or other calamity, the effect of which, in any such case described above, is, in the sole reasonable judgment of the Selling Agent, so material and adverse as to make it impracticable or inadvisable to proceed with the sale of Securities or Offering as contemplated hereby.

(k)       Subsequent to the execution and delivery of this Agreement and up to the Closing Date, there shall not have occurred any of the following: (i) trading in securities generally on the Nasdaq Stock Market shall have been suspended, or by such exchange or by any other regulatory body or governmental authority having jurisdiction, (ii) a banking moratorium shall have been declared by federal or state authorities or a material disruption has occurred in commercial banking or securities settlement or clearance services in the United States, (iii) the United States shall have become engaged in hostilities in which it is not currently engaged, the subject of an act of terrorism, there shall have been an escalation in hostilities involving the United States, or there shall have been a declaration of a national emergency or war by the United States, or (iv) there shall have occurred any other calamity or crisis or any change in general economic, political or financial conditions in the United States or elsewhere, if the effect of any such event in clause (iii) or (iv) makes it, in the sole judgment of the Selling Agent, impracticable or inadvisable to proceed with the sale or delivery of the Securities on the terms and in the manner contemplated by the Prospectus.

(l)        The Selling Agent shall have received a lock-up agreement from each Lock-Up Party set forth on Schedule B, duly executed by the applicable Lock-Up Party, in each case substantially in the form attached as Schedule C.

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(j)       FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the placement terms and arrangements. In addition, the Company shall, if requested by the Selling Agent, make or authorize the Selling Agent' Counsel to make on the Company's behalf an Issuer Filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Registration Statement and pay all filing fees required in connection therewith.

(k)        No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any federal, state or foreign court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities or materially and adversely affect or potentially materially and adversely affect the business or operations of the Company.

(l)       The Company and the Selling Agent shall have entered into an escrow agreement with the Escrow Agent pursuant to which the Investors shall deposit its subscription funds in an Escrow Account and the Company and the Selling Agent shall jointly authorize the disbursement of the funds from the Escrow Account. All Investor checks delivered to the Escrow Agent shall be made payable to “Continental Stock Transfer & Trust Company” as Agent for Imperial Garden & Resort, Inc. The Company shall pay the reasonable fees of the Escrow Agent.

(o)        The Company will enter into a customary subscription agreement with Investors and will deliver any additional customary certificates or documents as the Selling Agent deems necessary or appropriate to consummate the Offering, all of which will be in form and substance reasonably acceptable to the Selling Agent. The Company agrees that the Selling Agent may rely upon, and is a third party beneficiary of, the representations and warranties and applicable covenants set forth in the purchase agreement with Investors.

If any of the conditions specified in this Section 5 shall not have been fulfilled when and as required by this Agreement, or if any of the certificates, opinions, written statements or letters furnished to the Selling Agent or to Selling Agent' Counsel pursuant to this Section 5 shall not be reasonably satisfactory in form and substance to the Selling Agent and to Selling Agent' counsel, all obligations of the Selling Agent hereunder may be cancelled by the Selling Agent at, or at any time prior to, the consummation of the Offering. Notice of such cancellation shall be given to the Company in writing or orally. Any such oral notice shall be confirmed promptly thereafter in writing.

Section 6.      Payment of Company Expenses. The Company agrees to pay all costs, fees and expenses incurred by the Company in connection with the performance of its obligations hereunder and in connection with the transactions contemplated hereby, including, without limitation: (i) all expenses incident to the issuance, delivery and qualification of the Securities (including all printing and engraving costs); (ii) all fees and expenses of the registrar and transfer agent of the Ordinary Share; (iii) all necessary issue, transfer and other stamp taxes in connection with the issuance and sale of the Securities; (iv) all fees and expenses of the Company’s counsel, independent public or certified public accountants and other advisors; (v) all costs and expenses incurred in connection with the preparation, printing, filing, shipping and distribution of the Registration Statement (including financial statements, exhibits, schedules, consents and certificates of experts), the Prospectus, and all amendments and supplements thereto, and this Agreement; (vi) all filing fees, reasonable attorneys’ fees and expenses incurred by the Company or the Selling Agent in connection with qualifying or registering (or obtaining exemptions from the qualification or registration of) all or any part of the Securities for offer and sale under the state securities or blue sky laws or the securities laws of any other country, and, if reasonably requested by any of the Selling Agent, preparing and printing a “Blue Sky Survey,” an “International Blue Sky Survey” or other memorandum, and any supplements thereto, advising any of the Selling Agent of such qualifications, registrations and exemptions; (vii) if applicable, the filing fees incident to the review and approval by the FINRA of any of the Selling Agent’s participation in the offering and distribution of the Securities; (viii) the fees and expenses associated with including the Securities on the Trading Market; (ix) all costs and expenses incident to the travel and accommodation of the Company’s employees on the “roadshow,” if any; and (x) all other fees, costs and expenses referred to in Part II of the Registration Statement.

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Section 7.      Indemnification and Contribution. The Company agrees to indemnify the Selling Agent in accordance with the provisions of Schedule A hereto, which is incorporated by reference herein and made a part hereof.

Section 8.      Representations and Indemnities to Survive Delivery. The respective indemnities, agreements, representations, warranties and other statements of the Company or any person controlling the Company, of its officers, and of the Selling Agent set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation made by or on behalf of the Selling Agent, the Company, or any of its or its partners, officers or directors or any controlling person, as the case may be, and will survive delivery of and payment for the Securities sold hereunder and any termination of this Agreement. A successor to a Selling Agent, or to the Company, its directors or officers or any person controlling the Company, shall be entitled to the benefits of the indemnity, contribution and reimbursement agreements contained in this Agreement.

Section 9.      Notices. All communications hereunder shall be in writing and shall be mailed, hand delivered, delivered by reputable overnight courier (i.e., Federal Express) or delivered by facsimile or e-mail transmission to the parties hereto as follows:

If to the Selling Agent, to the addresses set forth above, attn: Jian (Steven) Sun, Executive Director of the Selling Agent, Facsimile: (732) 758-6671 ; jsun@netw1.com.

With a copy (which shall not constitute notice) to:

Hunter Taubman Fischer & Li, LLC
1450 Broadway, Floor 26
New York, New York 10018
Facsimile: (212) 202-6380
Email: jwu@htflawyers.com
Attention: Joan Wu, Esq.

If to the Company:

Imperial Garden & Resort, Inc.
106 Zhouzi Street, 4th Floor, 4E

Rouhu District, Taipei, Taiwan (Republic of China) 11493

Telephone: 886-2-2658-2927
Email: yaotehco@ms19.hinet.net
Attention: Fun-Ming Lo, CEO

With a copy (which shall not constitute notice) to:

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37th Floor

New York, NY 10036

Facsimile: (212) 930-9725

Email: jkaplowitz@srfkllp.com

Attention: Jay Kaplowitz, Esq.

Any party hereto may change the address for receipt of communications by giving written notice to the others.

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Section 10.   Successors. This Agreement will inure to the benefit of and be binding upon the parties hereto, and to the benefit of the employees, officers and directors and controlling persons referred to in Section 7 hereof, and to its respective successors, and personal representative, and no other person will have any right or obligation hereunder.

Section 11.   Partial Unenforceability. The invalidity or unenforceability of any section, paragraph or provision of this Agreement shall not affect the validity or enforceability of any other section, paragraph or provision hereof. If any Section, paragraph or provision of this Agreement is for any reason determined to be invalid or unenforceable, there shall be deemed to be made such minor changes (and only such minor changes) as are necessary to make it valid and enforceable.

Section 12.   Governing Law Provisions. This Agreement shall be deemed to have been made and delivered in New York City and both this Agreement and the transactions contemplated hereby shall be governed as to validity, interpretation, construction, effect and in all other respects by the internal laws of the State of New York, without regard to the conflict of laws principles thereof. The Selling Agent and the Company: (i) agrees that any legal suit, action or proceeding arising out of or relating to this Agreement and/or the transactions contemplated hereby shall be instituted exclusively in New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, (ii) waives any objection which it may now or hereafter have to the venue of any such suit, action or proceeding, and (iii) irrevocably consents to the jurisdiction of the New York Supreme Court, County of New York, and the United States District Court for the Southern District of New York in any such suit, action or proceeding. Each of the Selling Agent and the Company further agrees to accept and acknowledge service of any and all process which may be served in any such suit, action or proceeding in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York and agrees that service of process upon the Company mailed by certified mail to the Company’s address shall be deemed in every respect effective service of process upon the Company, in any such suit, action or proceeding, and service of process upon the Selling Agent mailed by certified mail to the Selling Agent’s respective address shall be deemed in every respect effective service process upon such Selling Agent, in any such suit, action or proceeding.

Section 13. General Provisions.

(a)       This Agreement constitutes the entire agreement of the parties to this Agreement and supersedes all prior written or oral and all contemporaneous oral agreements, understandings and negotiations with respect to the subject matter hereof. This Agreement may be executed in two or more counterparts, each one of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement may not be amended or modified unless in writing by all of the parties hereto, and no condition herein (express or implied) may be waived unless waived in writing by each party whom the condition is meant to benefit. Section headings herein are for the convenience of the parties only and shall not affect the construction or interpretation of this Agreement.

(b)       The Company acknowledges that in connection with the Offering of the Securities: (i) the Selling Agent have acted at arm’s length, are not agents of, and owe no fiduciary duties to the Company or any other person, (ii) the Selling Agent owe the Company only those duties and obligations set forth in this Agreement and (iii) the Selling Agent may have interests that differ from those of the Company. The Company waives to the full extent permitted by applicable law any claims it may have against any of the Selling Agent arising from an alleged breach of fiduciary duty in connection with the offering of the Securities.

[The remainder of this page has been intentionally left blank.]

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If the foregoing is in accordance with your understanding of our agreement, please sign below whereupon this instrument, along with all counterparts hereof, shall become a binding agreement in accordance with its terms.

	Very truly yours,
	IMPERIAL GARDEN & RESORT, INC.
	By:
		Name:
		Title:
The foregoing Selling Agency Agreement is hereby confirmed and agreed to of the date first above written.
	NETWORK 1 FINANCIAL SECURITIES, INC.
	By:
		Name:
		Title:

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SCHEDULE A – INDEMNIFICATION

The Company hereby agrees to indemnify and hold Selling Agent, its respective officers, directors, principals, employees, affiliates, and shareholders, and its respective successors and assigns, harmless from and against any and all loss, claim, damage, liability, deficiencies, actions, suits, proceedings and costs (including, but not limited to, reasonable legal fees and other expenses and reasonable disbursements incurred in connection with investigating, preparing to defend or defending any action, suit or proceeding, including any inquiry or investigation, commenced or threatened, or any claim whatsoever, or in appearing or preparing for appearance as witness in any proceeding, including any pretrial proceeding such as a deposition) (collectively, “Losses”) arising out of, based upon, or in any way related or attributed to, any material breach of a representation, warranty or covenant by the Company contained in this Agreement in connection with the Offering. The Company will not, however, be responsible for any Losses that have resulted from the Selling Agent Information or the gross negligence or willful misconduct of any individual or entity seeking indemnification or contribution hereunder.

If Selling Agent receives written notice of the commencement of any legal action, suit or proceeding with respect to which the Company is or may be obligated to provide indemnification pursuant to this Schedule A, Selling Agent shall, within thirty (30) days of the receipt of such written notice, give the Company written notice thereof (a “Claim Notice”). Failure to give such Claim Notice within such thirty (30) day period shall not constitute a waiver by Selling Agent of its respective right to indemnity hereunder with respect to such action, suit or proceeding. Upon receipt by the Company of a Claim Notice from Selling Agent and/or with respect to any claim for indemnification which is based upon a claim made by a third party (“Third Party Claim”), the Company may assume the defense of the Third Party Claim with counsel of its own choosing, as described below. Selling Agent shall cooperate in the defense of the Third Party Claim and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trial and appeals as may be reasonably required in connection therewith. Selling Agent shall have the right to employ its own counsel in any such action, which shall be at the Company’s expense if (i) the Company and Selling Agent shall have mutually agreed in writing to the retention of such counsel, (ii) the Company shall have failed in a timely manner to assume the defense and employ counsel or experts reasonably satisfactory to Selling Agent in such litigation or proceeding or (iii) the named parties to any such litigation or proceeding (including any impleaded parties) include the Company and Selling Agent and representation of the Company and Selling Agent by the same counsel or experts would, in the reasonable opinion of Selling Agent be inappropriate due to actual or potential differing interests between the Company and Selling Agent. The Company shall not satisfy or settle any Third Party Claim for which indemnification has been sought and is available hereunder, without the prior written consent of Selling Agent which consent shall not be delayed and which shall not be required if Selling Agent is granted a general release in connection therewith. The indemnification provisions hereunder shall survive the termination or expiration of this Agreement.

The Company further agrees, upon demand by Selling Agent to promptly reimburse Selling Agent for, or pay, any reasonable fees, expenses or disbursements as to which Selling Agent has been indemnified herein with such reimbursement to be made currently as such fees, expenses or disbursements are incurred by Selling Agent. Notwithstanding the provisions of the aforementioned indemnification, any such reimbursement or payment by the Company of fees, expenses, or disbursements incurred by Selling Agent shall be repaid by Selling Agent in the event of any proceeding in which a final judgment (after all appeals or the expiration of time to appeal) is entered in a court of competent jurisdiction against Selling Agent based solely upon its respective gross negligence or intentional misconduct in the performance of its respective duties hereunder, and provided further, that the Company shall not be required to make reimbursement or payment for any settlement effected without the Company’s prior written consent (which consent shall not be unreasonably withheld or delayed).

If for any reason the foregoing indemnification is unavailable or is insufficient to hold any of the Selling Agent harmless, the Company agrees to contribute the amount paid or payable by any Selling Agent in such proportion as to reflect not only the relative benefits received by the Company, on the one hand, and the applicable Selling Agent, on the other hand, but also the relative fault of the Company and any of the Selling Agent as well as any relevant equitable considerations. In no event shall any Selling Agent contribute in excess of the fees actually received by it pursuant to the terms of this Agreement.

For purposes of this Agreement, each officer, director, shareholder, and employee or affiliate of any Selling Agent and each person, if any, who controls a Selling Agent (or any affiliate) within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights as a Selling Agent with respect to matters of indemnification by the Company hereunder.

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Schedule B

Lock-up Party

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Schedule C

Form of Lock-up Agreement

[•], 2017

Network 1 Financial Securities, Inc.

As Selling Agent to the Selling Agency Agreement

2 Bridge Avenue
Suite 241 
Red Bank, NJ 07701

Ladies and Gentlemen:

The undersigned understands that Network 1 Financial Securities, Inc. (the “Representative”) proposes to enter into an Selling Agency Agreement (the “Selling Agency Agreement ”) with [          ]., a British Virgin Islands corporation (the “Company”), providing for the public offering (the “Public Offering”) of shares of common stock, par value $[          ] per share, of the Company (the “Shares”).

To induce the Representative to continue its efforts in connection with the Public Offering, the undersigned hereby agrees that, without the prior written consent of the Representative, the undersigned will not, during the period commencing on the effective date of the registration statement (the “Registration Statement”) relating to the Public Offering and ending one hundred and eighty (180) days after such date (the “Lock-Up Period”), (1) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any shares of our securities or any securities convertible into or exercisable or exchangeable for the Shares owned or acquired on or prior to the closing date of the Public Offering (including any Shares acquired after the closing date of the Public Offering upon the conversion, exercise or exchange of such securities other than issuances of options to purchase Shares, pursuant to any stock option, stock bonus, or other stock plan or arrangement described in the prospectus forming part of the Registration Statement) (collectively, the “Lock-Up Securities”); (2) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Securities, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Lock-Up Securities, in cash or otherwise; (3) make any demand for or exercise any right with respect to the registration of any Lock-Up Securities; or (4) publicly disclose the intention to make any offer, sale, pledge or disposition, or to enter into any transaction, swap, hedge or other arrangement relating to any Lock-Up Securities. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer Lock-Up Securities without the prior written consent of the Representative in connection with (a) transactions relating to Lock-Up Securities acquired in open market transactions after the completion of the Public Offering; provided that no filing under Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), shall be required or shall be voluntarily made in connection with subsequent sales of Lock-Up Securities acquired in such open market transactions; (b) transfers of Lock-Up Securities as a  bona fide  gift, by will or intestacy or to a family member or trust for the benefit of a family member (for purposes of this lock-up agreement, “family member” means any relationship by blood, marriage or adoption, not more remote than first cousin); (c) transfers of Lock-Up Securities to a charity or educational institution; or (d) if the undersigned, directly or indirectly, controls a corporation, partnership, limited liability company or other business entity, any transfers of Lock-Up Securities to any shareholder, partner or member of, or owner of similar equity interests in, the undersigned, as the case may be; provided that in the case of any transfer pursuant to the foregoing clauses (b), (c) or (d), (i) any such transfer shall not involve a disposition for value, (ii) each transferee shall sign and deliver to the Representative a lock-up agreement substantially in the form of this lock-up agreement and (iii) no filing under Section 16(a) of the Exchange Act shall be required or shall be voluntarily made. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company’s transfer agent and registrar against the transfer of the undersigned’s Lock-Up Securities except in compliance with this lock-up agreement.

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If (i) during the last 17 days of the Lock-Up Period, the Company issues an earnings release or material news or a material event relating to the Company occurs, or (ii) prior to the expiration of the Lock-Up Period, the Company announces that it will release earnings results or becomes aware that material news or a material event will occur during the 16-day period beginning on the last day of the Lock-Up Period, the restrictions imposed by this lock-up agreement shall continue to apply until the expiration of the 18-day period beginning on the issuance of the earnings release or the occurrence of such material news or material event, as applicable, unless the Representative waives, in writing, such extension.

The undersigned agrees that, prior to engaging in any transaction or taking any other action that is subject to the terms of this lock-up agreement during the period from the date hereof to and including the 34th day following the expiration of the initial Lock-Up Period, the undersigned will give notice thereof to the Company and will not consummate any such transaction or take any such action unless it has received written confirmation from the Company that the Lock-Up Period (as may have been extended pursuant to the previous paragraph) has expired.

If the undersigned is an officer or director of the Company, (i) the undersigned agrees that the foregoing restrictions shall be equally applicable to any issuer-directed or “friends and family” Shares that the undersigned may purchase in the Public Offering; (ii) the Representative agrees that, at least three (3) business days before the effective date of any release or waiver of the foregoing restrictions in connection with a transfer of Lock-Up Securities, the Representative will notify the Company of the impending release or waiver; and (iii) the Company has agreed in the Selling Agency Agreement to announce the impending release or waiver by press release through a major news service at least two (2) business days before the effective date of the release or waiver. Any release or waiver granted by the Representative hereunder to any such officer or director shall only be effective two (2) business days after the publication date of such press release. The provisions of this paragraph will not apply if (a) the release or waiver is effected solely to permit a transfer of Lock-Up Securities not for consideration and (b) the transferee has agreed in writing to be bound by the same terms described in this lock-up agreement to the extent and for the duration that such terms remain in effect at the time of such transfer.

No provision in this lock-up agreement shall be deemed to restrict or prohibit the exercise, exchange or conversion by the undersigned of any securities exercisable or exchangeable for or convertible into Shares, as applicable; provided that the undersigned does not transfer the Shares acquired on such exercise, exchange or conversion during the Lock-Up Period, unless otherwise permitted pursuant to the terms of this lock-up agreement. In addition, no provision herein shall be deemed to restrict or prohibit the entry into or modification of a so-called “10b5-1” plan at any time (other than the entry into or modification of such a plan in such a manner as to cause the sale of any Lock-Up Securities within the Lock-Up Period) or a sale or exchange of 100% of the Company’s outstanding Shares.

The undersigned understands that the Company and the Representative are relying upon this lock-up agreement in proceeding toward consummation of the Public Offering. The undersigned further understands that this lock-up agreement is irrevocable and shall be binding upon the undersigned’s heirs, legal representatives, successors and assigns.

The undersigned understands that, if the Selling Agency Agreement is not executed by March 31, 2018, or if the Selling Agency Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Shares then this lock-up agreement shall be void and of no further force or effect.

Whether or not the Public Offering actually occurs depends on a number of factors, including market conditions. Any Public Offering will only be made pursuant to an Selling Agency Agreement, the terms of which are subject to negotiation between the Company and the Representative.

Very truly yours,

(Name - Please Print)

(Signature)

(Name of Signatory, in the case of entities - Please Print)

(Title of Signatory, in the case of entities - Please Print)

Address: 

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EX-4.1

Exhibit 4.1

THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, INC., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF NETWORK 1 FINANCIAL SECURITIES, INC., OR OF ANY SUCH SELLING AGENTS OR SELECTED DEALER.

THIS PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [●], 20[__]. VOID AFTER 5:00 P.M., EASTERN TIME, [●], 20[__].

FORM OF SELLING AGENT’S WARRANT

FOR THE PURCHASE OF [●] ORDINARY SHARES

OF

IMPERIAL GARDEN & RESORT, INC.

1.           Purchase Warrant. THIS CERTIFIES THAT, pursuant to that certain Selling Agency Agreement by and between Imperial Garden & Resort, Inc., a British Virgin Islands company(the “Company”), on one hand, and Network 1 Financial Securities, Inc. (the “Selling Agent”), on the other hand, dated [●], 2017 (the “Selling Agency Agreement”), [●] (“Holder”), as registered owner of this Purchase Warrant, is entitled, at any time or from time to time from [●], 20[__] (the “Exercise Date”), the date that is 180 days after the closing date of the Offering (the “Effective Date”), and at or before 5:00 p.m., Eastern time, on [●], 2020 (the “Expiration Date”)¹, but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to such number of ordinary shares of the Company, no par value per share as equates to six percent (6%) of the gross amount raised during the Offering divided by $5.00, being the subscription price per ordinary share in the Offering (the “Shares”), subject to adjustment as provided in Section 6 hereof. If the Expiration Date is a day on which banking institutions are authorized by law to close, then this Purchase Warrant may be exercised on the next succeeding day which is not such a day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate this Purchase Warrant. This Purchase Warrant is initially exercisable at $6.25 per Share (125% of the price of the Shares sold in the Offering); provided, however, that upon the occurrence of any of the events specified in Section 6 hereof, the rights granted by this Purchase Warrant, including the exercise price per Share and the number of Shares to be received upon such exercise, shall be adjusted as therein specified. The term “Exercise Price” shall mean the initial exercise price as set forth above or the adjusted exercise price as a result of the events set forth in Section 6 below, depending on the context.

Capitalized terms not defined herein shall have the meaning ascribed to them in the Selling Agency Agreement. 

2. Exercise.

2.1           Exercise Form. In order to exercise this Purchase Warrant, the exercise form attached hereto as Exhibit A must be duly executed and completed and delivered to the Company, together with this Purchase Warrant and payment of the Exercise Price for the Shares being purchased payable in cash by wire transfer of immediately available funds to an account designated by the Company or by certified check. If the subscription rights represented hereby shall not be exercised at or before 5:00 p.m., Eastern time, on the Expiration Date, this Purchase Warrant shall become and be void without further force or effect, and all rights represented hereby shall cease and expire.

¹ Which shall be the third year anniversary from the Effective Date

2.2           Cashless Exercise. If at any time after the Exercise Date there is no effective registration statement registering, or no current prospectus available for, the resale of the Shares by the Holder, then in In lieu of exercising this Purchase Warrant by payment of cash or check payable to the order of the Company pursuant to Section 2.1 above, Holder may elect to receive the number of Shares equal to the value of this Purchase Warrant (or the portion thereof being exercised), by surrender of this Purchase Warrant to the Company, together with the exercise form attached hereto, in which event the Company shall issue to Holder, Shares in accordance with the following formula:

X	=	Y(A-B)
		A
Where,		X	=	The number of Shares to be issued to Holder;
		Y	=	The number of Shares for which the Purchase Warrant is being exercised;
		A	=	The fair market value of one Share; and
		B	=	The Exercise Price.

For purposes of this Section 2.2, the “fair market value” of a Share is defined as follows:

(i)           if the Ordinary Shares is traded on a national securities exchange or the OTCQB Market (or similar quotation system), the value shall be deemed to be the closing price on such exchange or quotation system the trading day immediately prior to the exercise form being submitted in connection with the exercise of the Purchase Warrant; or

(ii)           if there is no market for the Ordinary Shares, the value shall be the fair market value thereof, as determined in good faith by the Company’s Board of Directors.

2.3           Legend. Each certificate for the securities purchased under this Purchase Warrant shall bear a legend as follows unless such securities have been registered under the Securities Act of 1933, as amended (the “Act”), or are exempt from registration under the Act:

“The securities represented by this certificate have not been registered under the Securities Act of 1933, as amended (the “Act”), or applicable state law. Neither the securities nor any interest therein may be offered for sale, sold or otherwise transferred except pursuant to an effective registration statement under the Act, or pursuant to an exemption from registration under the Act and applicable state law which, in the opinion of counsel to the Company, is available.”

3. Transfer.

3.1           General Restrictions. The registered Holder of this Purchase Warrant agrees by his, her or its acceptance hereof, that such Holder will not: (a) sell, transfer, assign, pledge or hypothecate this Purchase Warrant for a period of one hundred eighty (180) days following the Effective Date to anyone other than: (i) the Selling Agent or a selected dealer participating in the Offering, or (ii) a bona fide officer or partner of the Selling Agent or of any such selected dealer, in each case in accordance with FINRA Conduct Rule 5110(g)(1), or (b) cause this Purchase Warrant or the securities issuable hereunder to be the subject of any hedging, short sale, derivative, put or call transaction that would result in the effective economic disposition of this Purchase Warrant or the securities hereunder, except as provided for in FINRA Rule 5110(g)(2). On and after that date that is one hundred eighty (180) days after the Effective Date, transfers to others may be made subject to compliance with or exemptions from applicable securities laws. In order to make any permitted assignment, the Holder must deliver to the Company the assignment form attached hereto as Exhibit B duly executed and completed, together with this Purchase Warrant and payment of all transfer taxes, if any, payable in connection therewith. The Company shall within five (5) Business Days transfer this Purchase Warrant on the books of the Company and shall execute and deliver a new Purchase Warrant or Purchase Warrants of like tenor to the appropriate assignee(s) expressly evidencing the right to purchase the aggregate number of Shares purchasable hereunder or such portion of such number as shall be contemplated by any such assignment.

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3.2           Restrictions Imposed by the Act. The securities evidenced by this Purchase Warrant shall not be transferred unless and until: (i) the Company has received the opinion of counsel for the Company that the securities may be transferred pursuant to an exemption from registration under the Act and applicable state securities laws, the availability of which is established to the reasonable satisfaction of the Company, (ii) a registration statement or a post-effective amendment to the Registration Statement relating to the offer and sale of such securities that has been declared effective by the U.S. Securities and Exchange Commission (the “Commission”) and includes a current prospectus or (iii) a registration statement, pursuant to which the Holder has exercised its registration rights pursuant to Sections 4.1 and 4.2 herein, relating to the offer and sale of such securities has been filed and declared effective by the Commission and compliance with applicable state securities law has been established.

4. Registration Rights.

4.1           “Piggy-Back” Registration. Unless all of the Shares underlying the Purchase Warrants (collectively, the “Registrable Securities”) are included in an effective registration statement with a current prospectus, the Holder shall have the right, until the Expiration Date, to include the remaining Registrable Securities as part of any other registration of securities filed by the Company (other than in connection with a transaction contemplated by Rule 145 promulgated under the Act or pursuant to Form S-8 or any equivalent form); provided, however, that if, solely in connection with any primary underwritten public offering for the account of the Company, the managing Selling Agent(s) thereof shall, in its reasonable discretion, impose a limitation on the number of shares of Registrable Securities which may be included in the registration statement because, in such Selling Agent(s)’ judgment, marketing or other factors dictate such limitation is necessary to facilitate public distribution, then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities with respect to which the Holder requested inclusion hereunder as the Selling Agent shall reasonably permit; and further provided that no such piggy-back rights shall exist for so long as the Registrable Securities (which term shall include those paid as consideration pursuant to the cashless exercise provisions of this Warrant) may be sold pursuant to Rule 144 of the Act without restriction. Any exclusion of Registrable Securities shall be made pro rata among the Holders seeking to include Registrable Securities in proportion to the number of Registrable Securities sought to be included by such Holders; provided, however, that the Company shall not exclude any Registrable Securities unless the Company has first excluded all outstanding securities, the holders of which are not entitled to inclusion of such securities in such Registration Statement or are not entitled to pro rata inclusion with the Registrable Securities. In the event of such a proposed registration, the Company shall furnish the then Holders of outstanding Registrable Securities with not less than fifteen (15) days written notice prior to the proposed date of filing of such registration statement. Such notice to the Holders shall continue to be given for each registration statement filed by the Company until such time as all of the Registrable Securities have been sold by the Holder. The holders of the Registrable Securities shall exercise the “piggy-back” rights provided for herein by giving written notice, within seven (7) days of the receipt of the Company’s notice of its intention to file a registration statement. Except as otherwise provided in this Purchase Warrant, there shall be no limit on the number of times the Holder may request registration under this Section 4.2.2.

4.2 General Terms.

4.2.1           Expenses of Registration. The Company shall bear all fees and expenses attendant to registering the Registrable Securities pursuant to Sections 4.1 and 4.2 hereof, but the Holders shall pay any and all underwriting commissions and the expenses of any legal counsel selected by the Holders to represent them in connection with the sale of the Registrable Securities.

4.2.2           Indemnification. The Company shall indemnify the Holder(s) of the Registrable Securities to be sold pursuant to any registration statement hereunder and each person, if any, who controls such Holders within the meaning of Section 15 of the Act or Section 20 (a) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), against all loss, claim, damage, expense or liability (including all reasonable attorneys’ fees and other expenses reasonably incurred in investigating, preparing or defending against any claim whatsoever) to which any of them may become subject under the Act, the Exchange Act or otherwise, arising from such registration statement but only to the same extent and with the same effect as the provisions pursuant to which the Company has agreed to indemnify the Selling Agent contained in Section 7 of the Selling Agency Agreement.

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4.2.3           Exercise of Purchase Warrants. Nothing contained in this Purchase Warrant shall be construed as requiring the Holder(s) to exercise their Purchase Warrants prior to or after the initial filing of any registration statement or the effectiveness thereof.

4.2.4           Documents to be Delivered by Holder(s). Each of the Holder(s) participating in any of the registration statement filed by the Company shall furnish to the Company a completed and executed questionnaire provided by the Company requesting information customarily sought of selling security holders.

4.2.5           Damages. Should the registration or the effectiveness thereof required by Section 4 hereof be delayed by the Company or the Company otherwise fail to comply with such provisions, the Holder(s) shall, in addition to any other legal or other relief available to the Holder(s), be entitled to equitable (including injunctive) relief against the threatened breach of such provisions or the continuation of any such breach, without the necessity of proving actual damages and without the necessity of posting bond or other security.

5. New Purchase Warrants to be Issued.

5.1           Partial Exercise or Transfer. Subject to the restrictions in Section 3 hereof, this Purchase Warrant may be exercised or assigned in whole or in part. In the event of the exercise or assignment hereof in part only, upon surrender of this Purchase Warrant for cancellation, together with the duly executed exercise or assignment form and funds sufficient to pay any Exercise Price and/or transfer tax if exercised pursuant to Section 2.1 hereof, the Company shall cause to be delivered to the Holder without charge a new Purchase Warrant of like tenor to this Purchase Warrant in the name of the Holder evidencing the right of the Holder to purchase the number of Shares purchasable hereunder as to which this Purchase Warrant has not been exercised or assigned.

5.2           Lost Certificate. Upon receipt by the Company of evidence satisfactory to it of the loss, theft, destruction or mutilation of this Purchase Warrant and of reasonably satisfactory indemnification or the posting of a bond, the Company shall execute and deliver a new Purchase Warrant of like tenor and date. Any such new Purchase Warrant executed and delivered as a result of such loss, theft, mutilation or destruction shall constitute a substitute contractual obligation on the part of the Company.

6. Adjustments.

6.1           Adjustments to Exercise Price and Number of Shares. The Exercise Price and the number of Shares underlying this Purchase Warrant shall be subject to adjustment from time to time as hereinafter set forth:

6.1.1           Share Dividends; Split Ups. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is increased by a stock dividend payable in Shares or by a split up of Shares or other similar event, then, on the effective day thereof, the number of Shares purchasable hereunder shall be increased in proportion to such increase in outstanding shares, and the Exercise Price shall be proportionately decreased.

6.1.2           Aggregation of Shares. If, after the date hereof, and subject to the provisions of Section 6.3 below, the number of outstanding Shares is decreased by a consolidation, combination or reclassification of Shares or other similar event, then, on the effective date thereof, the number of Shares purchasable hereunder shall be decreased in proportion to such decrease in outstanding shares, and the Exercise Price shall be proportionately increased.

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6.1.3           Replacement of Shares upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding Shares other than a change covered by Section 6.1.1 or Section 6.1.2 hereof or that solely affects the par value of such Shares, or in the case of any share reconstruction or amalgamation or consolidation of the Company with or into another corporation (other than a consolidation or share reconstruction or amalgamation in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding Shares), or in the case of any sale or conveyance to another corporation or entity of the property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Holder of this Purchase Warrant shall have the right thereafter (until the expiration of the right of exercise of this Purchase Warrant) to receive upon the exercise hereof, for the same aggregate Exercise Price payable hereunder immediately prior to such event, the kind and amount of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, share reconstruction or amalgamation, or consolidation, or upon a dissolution following any such sale or transfer, by a Holder of the number of Shares of the Company obtainable upon exercise of this Purchase Warrant immediately prior to such event; and if any reclassification also results in a change in Shares covered by Section 6.1.1 or Section 6.1.2, then such adjustment shall be made pursuant to Section 6.1.1, Section 6.1.2 and this Section 6.1.3. The provisions of this Section 6.1.3 shall similarly apply to successive reclassifications, reorganizations, share reconstructions or amalgamations, or consolidations, sales or other transfers.

6.1.4        Fundamental Transaction. If, at any time while this Purchase Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions effects any merger or consolidation of the Company with or into another Person, (ii) the Company, directly or indirectly, effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in one or a series of related transactions, (iii) any direct or indirect purchase offer, tender offer or exchange offer (whether by the Company or another Person) is completed pursuant to which holders of Ordinary Shares are permitted to sell, tender or exchange their shares for other securities, cash or property and has been accepted by the holders of 50% or more of the outstanding Ordinary Shares, (iv) the Company, directly or indirectly, in one or more related transactions effects any reclassification, reorganization or recapitalization of the Ordinary Shares or any compulsory share exchange pursuant to which the Ordinary Shares is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly, in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without limitation, a reorganization, recapitalization, spinoff or scheme of arrangement) with another Person or group of Persons whereby such other Person or group acquires more than 50% of the outstanding Ordinary Shares (not including any Ordinary Shares held by the other Person or other Persons making or party to, or associated or affiliated with, the other Persons making or party to such stock or share purchase agreement or other business combination) (each a "Fundamental Transaction"), then, upon any subsequent exercise of this Purchase Warrant, the Holder shall have the right to receive, for each Purchase Warrant Share that would have been issuable upon such exercise immediately prior to the occurrence of such Fundamental Transaction, the number Ordinary Shares of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional or alternative consideration (the "Alternative Consideration") receivable as a result of such Fundamental Transaction by a holder of the number of Ordinary Shares for which this Purchase Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternative Consideration based on the amount of Alternative Consideration issuable in respect of one Ordinary Shares in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternative Consideration in a reasonable manner reflecting the relative value of any different components of the Alternative Consideration. If holders of Ordinary Shares are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternative Consideration it receives upon any exercise of this Purchase Warrant following such Fundamental Transaction. The Company shall cause any successor entity in a Fundamental Transaction in which the Company is not the survivor (the "Successor Entity") to assume in writing all of the obligations of the Company under this Purchase Warrant, and to deliver to the Holder in exchange for this Purchase Warrant a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Purchase Warrant which is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the Ordinary Shares acquirable and receivable upon exercise of this Purchase Warrant prior to such Fundamental Transaction, and with an exercise price which applies the Exercise Price hereunder to such shares of capital stock (but taking into account the relative value of the Ordinary Shares pursuant to such Fundamental Transaction and the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting the economic value of this Purchase Warrant immediately prior to the consummation of such Fundamental Transaction). Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall succeed to, and be substituted for (so that from and after the date of such Fundamental Transaction, the provisions of this Purchase Warrant and the other Transaction Documents referring to the "Company" shall refer instead to the Successor Entity), and may exercise every right and power of, the Company and shall assume all of the obligations of the Company, under this Purchase Warrant and the other Transaction Documents with the same effect as if such Successor Entity had been named as the Company herein.

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6.1.5  Changes in Form of Purchase Warrant. This form of Purchase Warrant need not be changed because of any change pursuant to this Section 6.1, and Purchase Warrants issued after such change may state the same Exercise Price and the same number of Shares as are stated in the Purchase Warrants initially issued pursuant to this Agreement. The acceptance by any Holder of the issuance of new Purchase Warrants reflecting a required or permissive change shall not be deemed to waive any rights to an adjustment occurring after the date hereof or the computation thereof.

6.2           Substitute Purchase Warrant. In case of any consolidation of the Company with, or share reconstruction or amalgamation of the Company with or into, another corporation (other than a consolidation or share reconstruction or amalgamation which does not result in any reclassification or change of the outstanding Shares), the corporation formed by such consolidation or share reconstruction or amalgamation shall execute and deliver to the Holder a supplemental Purchase Warrant providing that the holder of each Purchase Warrant then outstanding or to be outstanding shall have the right thereafter (until the stated expiration of such Purchase Warrant) to receive, upon exercise of such Purchase Warrant, the kind and amount of shares of stock and other securities and property receivable upon such consolidation or share reconstruction or amalgamation, by a holder of the number of Shares of the Company for which such Purchase Warrant might have been exercised immediately prior to such consolidation, share reconstruction or amalgamation, sale or transfer. Such supplemental Purchase Warrant shall provide for adjustments which shall be identical to the adjustments provided for in this Section 6. The above provision of this Section 6 shall similarly apply to successive consolidations or share reconstructions or amalgamations. 

6.3           Elimination of Fractional Interests. The Company shall not be required to issue certificates representing fractions of Shares upon the exercise of the Purchase Warrant, nor shall it be required to issue scrip or pay cash in lieu of any fractional interests, it being the intent of the parties that all fractional interests shall be eliminated by rounding any fraction up or down, as the case may be, to the nearest whole number of Shares or other securities, properties or rights.

7.             Reservation and Listing. The Company shall at all times reserve and keep available out of its authorized Shares, solely for the purpose of issuance upon exercise of this Purchase Warrant, such number of Shares or other securities, properties or rights as shall be issuable upon the exercise thereof. The Company covenants and agrees that, upon exercise of this Purchase Warrant and payment of the Exercise Price therefor, in accordance with the terms hereby, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. The Company further covenants and agrees that upon exercise of this Purchase Warrant and payment of the exercise price therefor, all Shares and other securities issuable upon such exercise shall be duly and validly issued, fully paid and non-assessable and not subject to preemptive rights of any shareholder. As long as this Purchase Warrant shall be outstanding, the Company shall use its commercially reasonable efforts to cause all Shares issuable upon exercise of this Purchase Warrant to be listed (subject to official notice of issuance) on all national securities exchanges (or, if applicable, on the OTCQB Market or any successor quotation system) on which the Shares issued to the public in the Offering may then be listed and/or quoted (if at all).

8. Certain Notice Requirements.

8.1           Holder’s Right to Receive Notice. Nothing herein shall be construed as conferring upon the Holders the right to vote or consent or to receive notice as a shareholder for the election of directors or any other matter, or as having any rights whatsoever as a shareholder of the Company. If, however, at any time prior to the expiration of the Purchase Warrants and their exercise, any of the events described in Section 8.2 shall occur, then, in one or more of said events, the Company shall give written notice of such event at least fifteen days prior to the date fixed as a record date or the date of closing the transfer books (the “Notice Date”) for the determination of the shareholders entitled to such dividend, distribution, conversion or exchange of securities or subscription rights, or entitled to vote on such proposed dissolution, liquidation, winding up or sale. Such notice shall specify such record date or the date of the closing of the transfer books, as the case may be. Notwithstanding the foregoing, the Company shall deliver to each Holder a copy of each notice given to the other shareholders of the Company at the same time and in the same manner that such notice is given to the shareholders.

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8.2           Events Requiring Notice. The Company shall be required to give the notice described in this Section 8 upon one or more of the following events: (i) if the Company shall take a record of the holders of its Shares for the purpose of entitling them to receive a dividend or distribution payable otherwise than in cash, or a cash dividend or distribution payable otherwise than out of retained earnings, as indicated by the accounting treatment of such dividend or distribution on the books of the Company, (ii) the Company shall offer to all the holders of its Shares any additional shares of capital stock of the Company or securities convertible into or exchangeable for shares of capital stock of the Company, or any option, right or warrant to subscribe therefor, or (iii) a dissolution, liquidation or winding up of the Company (other than in connection with a consolidation or share reconstruction or amalgamation) or a sale of all or substantially all of its property, assets and business shall be proposed. 

8.3           Notice of Change in Exercise Price. The Company shall, promptly after an event requiring a change in the Exercise Price pursuant to Section 6 hereof, send notice to the Holders of such event and change (“Price Notice”). The Price Notice shall describe the event causing the change and the method of calculating same and shall be certified as being true and accurate by the Company’s Chief Financial Officer.

8.4           Transmittal of Notices. All notices, requests, consents and other communications under this Purchase Warrant shall be in writing and shall be deemed to have been duly made if made in accordance with the notice provisions of the Selling Agency Agreement to the addresses and contact information for the Holder appearing on the books and records of the Company.

If to the Holder, then to:

Network 1 Financial Securities, Inc.

2 Bridge Avenue, Penthouse

Red Bank, NJ 07701

Attn: Steven Sun

With a copy to:

Hunter Taubman Fischer & Li LLC

1450 Broadway, 26th Floor

New York, NY 10017

Attn: Joan Wu, Esq.

Fax No.: (212) 202-6380

If to the Company:

Imperial Garden & Resort, Inc.

106 Zhouzi Street, 4th Floor, 4E

Rouhu District, Taipei, Taiwan (Republic of China) 11493

Telephone: 886-2-2658-2927

With a copy to:

Sichenzia Ross Ference Kesner LLP

1185 Avenue of the Americas, 37th Floor

New York, NY 10036

Facsimile: (212) 930-9725

Email: jkaplowitz@srfkllp.com

Attention: Jay Kaplowitz, Esq.

7

9. Miscellaneous.

9.1           Amendments. The Company and the Selling Agent may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and the Selling Agent may deem necessary or desirable and that the Company and the Selling Agent deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.

9.2           Headings. The headings contained herein are for the sole purpose of convenience of reference, and shall not in any way limit or affect the meaning or interpretation of any of the terms or provisions of this Purchase Warrant.

9.3.           Entire Agreement. This Purchase Warrant (together with the other agreements and documents being delivered pursuant to or in connection with this Purchase Warrant) constitutes the entire agreement of the parties hereto with respect to the subject matter hereof, and supersedes all prior agreements and understandings of the parties, oral and written, with respect to the subject matter hereof.

9.4           Binding Effect. This Purchase Warrant shall inure solely to the benefit of and shall be binding upon, the Holder and the Company and their permitted assignees, respective successors, legal representative and assigns, and no other person shall have or be construed to have any legal or equitable right, remedy or claim under or in respect of or by virtue of this Purchase Warrant or any provisions herein contained.

9.5           Governing Law; Submission to Jurisdiction; Trial by Jury. This Purchase Warrant shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles thereof. The Company hereby agrees that any action, proceeding or claim against it arising out of, or relating in any way to this Purchase Warrant shall be brought and enforced in the New York Supreme Court, County of New York, or in the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Any process or summons to be served upon the Company may be served by transmitting a copy thereof by registered or certified mail, return receipt requested, postage prepaid, addressed to it at the address set forth in Section 8  hereof. Such mailing shall be deemed personal service and shall be legal and binding upon the Company in any action, proceeding or claim. The Company and the Holder agree that the prevailing party(ies) in any such action shall be entitled to recover from the other party(ies) all of its reasonable attorneys’ fees and expenses relating to such action or proceeding and/or incurred in connection with the preparation therefor. The Company (on its behalf and, to the extent permitted by applicable law, on behalf of its stockholders and affiliates) and the Holder hereby irrevocably waive, 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.

9.6           Waiver, etc. The failure of the Company or the Holder to at any time enforce any of the provisions of this Purchase Warrant shall not be deemed or construed to be a waiver of any such provision, nor to in any way affect the validity of this Purchase Warrant or any provision hereof or the right of the Company or any Holder to thereafter enforce each and every provision of this Purchase Warrant. No waiver of any breach, non-compliance or non-fulfillment of any of the provisions of this Purchase Warrant shall be effective unless set forth in a written instrument executed by the party or parties against whom or which enforcement of such waiver is sought; and no waiver of any such breach, non-compliance or non-fulfillment shall be construed or deemed to be a waiver of any other or subsequent breach, non-compliance or non-fulfillment.

9.7           Exchange Agreement. As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Holder agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Selling Agent enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

8

9.8       Execution in Counterparts. This Purchase Warrant may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which shall be deemed to be an original, but all of which taken together shall constitute one and the same agreement, and shall become effective when one or more counterparts has been signed by each of the parties hereto and delivered to each of the other parties hereto. Such counterparts may be delivered by facsimile transmission or other electronic transmission.

[Signature Page to Follow]

9

IN WITNESS WHEREOF, the Company has caused this Purchase Warrant to be signed by its duly authorized officer as of the ____ day of _______, 2017.

IMPERIAL GARDEN & RESORT, INC.
By:
	Name:  Fun-Ming Lo
	Title:  CEO

10

EXHIBIT A

Form to be used to exercise Purchase Warrant:

Date: __________, 20___

The undersigned hereby elects irrevocably to exercise the Purchase Warrant for ______ Shares of Imperial Garden & Resort, Inc., a British Virgin Islands company(the “Company”) and hereby makes payment of $____ (at the rate of $____ per Share) in payment of the Exercise Price pursuant thereto. Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been exercised.

or

The undersigned hereby elects irrevocably to convert its right to purchase ___ Shares under the Purchase Warrant for ______ Shares, as determined in accordance with the following formula:

	X	=	Y(A-B)
			A
Where,	X	=	The number of Shares to be issued to Holder;
	Y	=	The number of Shares for which the Purchase Warrant is being exercised;
	A	=	The fair market value of one Share which is equal to $_____; and
	B	=	The Exercise Price which is equal to $______ per share

The undersigned agrees and acknowledges that the calculation set forth above is subject to confirmation by the Company and any disagreement with respect to the calculation shall be resolved by the Company in its sole discretion.

Please issue the Shares as to which this Purchase Warrant is exercised in accordance with the instructions given below and, if applicable, a new Purchase Warrant representing the number of Shares for which this Purchase Warrant has not been converted.

Signature

Signature Guaranteed

11

INSTRUCTIONS FOR REGISTRATION OF SECURITIES

Name:

(Print in Block Letters)

Address:

NOTICE: The signature to this form must correspond with the name as written upon the face of the Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

12

EXHIBIT B

Form to be used to assign Purchase Warrant: ASSIGNMENT

(To be executed by the registered Holder to effect a transfer of the within Purchase Warrant):

FOR VALUE RECEIVED,                                                      does hereby sell, assign and transfer unto the right to purchase shares of Imperial Garden & Resort, Inc., a British Virgin Islands company (the “Company”), evidenced by the Purchase Warrant and does hereby authorize the Company to transfer such right on the books of the Company.

Dated:           , 20__

Signature

Signature Guaranteed

NOTICE: The signature to this form must correspond with the name as written upon the face of the within Purchase Warrant without alteration or enlargement or any change whatsoever, and must be guaranteed by a bank, other than a savings bank, or by a trust company or by a firm having membership on a registered national securities exchange.

13

EX-5.1

Exhibit 5.1

Our ref: GFW/RBM/719479.01

Imperial Garden & Resort, Inc.

106 Zhouzi Street

4^th Floor, 4E Rouhu District

Taipei, Taiwan (Republic of China) 11493

27 September 2017

Dear Sirs

Imperial Garden & Resort, Inc. (the "Company")

We have acted as counsel as to British Virgin Islands law to the Company to provide this legal opinion in connection with the Company's registration statement on Form F-1, including all amendments or supplements thereto, filed with the United States Securities and Exchange Commission (the "Commission") under the United States Securities Act of 1933 (the "SEC Act"), as amended, (Registration No. 333-216694) (the "Registration Statement") in respect of the proposed initial offering (the "IPO") of a minimum amount of 3,000,000 and a maximum amount of 10,000,000 of the Company's ordinary shares, par value $0.01 (the "Shares"). Such public offering is being underwritten pursuant to an underwriting agreement (the "Underwriting Agreement") among Yao-The International Development Company, Ltd. and the underwriters named therein. This opinion is given in accordance with the terms of the Legal Matters section of the Form F-1.

1 Documents Reviewed

We have reviewed originals, copies, drafts or conformed copies of the following documents:

1.1 The public records of the Company on file and available for public inspection at the Registry of Corporate Affairs in the British Virgin Islands (the "Registry of Corporate Affairs") on 26 September 2017, including the Company's Certificate of Incorporation and its Memorandum and Articles of Association (the "Memorandum and Articles").

1.2 The written resolutions of the board of directors of the Company dated 27 September 2017 (the "Resolutions").

1.3 The register of members of the Company (the "Register of Members").

1.4 A Certificate of Good Standing issued by the Registrar of Corporate Affairs in the British Virgin Islands dated 22 September 2017 (the "Certificate of Good Standing").

1.5 A Certificate of Incumbency dated 26 September 2017, issued by Maples Corporate Services (BVI) Limited, the Company's registered agent which exhibits a copy of the register of directors and register of members of the Company (the "Registered Agent's Certificate").

1.6 The Registration Statement.

2 Assumptions

The following opinions are given only as to, and based on, circumstances and matters of fact existing and known to us on the date of this opinion letter. These opinions only relate to the laws of the British Virgin Islands which are in force on the date of this opinion letter. In giving the following opinions we have relied (without further verification) upon the completeness and accuracy, as at the date of this opinion letter, of the Registered Agent's Certificate and the Certificate of Good Standing. We have also relied upon the following assumptions, which we have not independently verified:

2.1 Copies of documents, conformed copies or drafts of documents provided to us are true and complete copies of, or in the final forms of, the originals.

2.2 All signatures, initials and seals are genuine.

2.3 There is no contractual or other prohibition or restriction (other than as arising under British Virgin Islands law) binding on the Company prohibiting or restricting it from entering into and performing its obligations under the Underwriting Agreement or and the Registration Statement.

2.4 The Company has not entered into any charges over any of its property or assets other than those entered in the register of charges, or contemplated by the Underwriting Agreement and the Registration Statement.

2.5 That all public records of the Company which we have examined are accurate and that the information disclosed by the searches which we conducted against the Company at the Registry of Corporate Affairs is true and complete and that such information has not since then been altered and that such searches did not fail to disclose any information which had been delivered for registration but did not appear on the public records at the date of our searches.

2.6 The minute book and corporate records of the Company as maintained at its registered office in the British Virgin Islands and on which the Registered Agent's Certificate were prepared are complete and accurate in all material respects, and all minutes and resolutions filed therein represent a complete and accurate record of all meetings of the Members and directors (or any committee thereof) (duly convened in accordance with the Memorandum and Articles) and all resolutions passed at the meetings, or passed by written resolution or consent, as the case may be.

2.7 No invitation has been or will be made by or on behalf of the Company to the public in the British Virgin Islands to subscribe for any of the Shares.

2.8 No monies paid to or for the account of any party under the Underwriting Agreement and the Registration Statement represent or will represent proceeds of criminal conduct (as defined in the Proceeds of Criminal Conduct Act, 1997).

2.9 The Company will receive money or money's worth in consideration for the issue of the Shares, and none of the Shares were or will be issued for less than par value.

2 

2.10 There is nothing under any law (other than the laws of the British Virgin Islands) which would or might affect the opinions set out below.

Save as aforesaid we have not been instructed to undertake and have not undertaken any further enquiry or due diligence in relation to the transaction the subject of this opinion.

3 Opinions

Based upon, and subject to, the foregoing assumptions and the qualifications set out below, and having regard to such legal considerations as we deem relevant, we are of the opinion that:

3.1 The Company is a company limited by shares incorporated with limited liability under the BVI Business Companies Act (as amended) (the "BC Act"), is in good standing at the Registry of Corporate Affairs, is validly existing under the laws of the British Virgin Islands and possesses the capacity to sue and be sued in its own name.

3.2 The issue of the Shares by the Company as contemplated by the Registration Statement has been authorised, and when issued and paid for in the manner described in the Underwriting Agreement and the Registration Statement and in accordance with the Resolutions, such Shares will be legally issued, fully paid and non-assessable. As a matter of British Virgin Islands law, a share is only issued when it has been entered in the register of members of the Company.

3.3 The authorised shares of the Company are 200,000,000 shares of one class of US$0.01 par value each.

3.4 Based solely on our inspection of the Register of Members, the following shares have been legally issued to the following members of the Company:

Name of Member	Number of Shares Held
Kuo-Chen Wu	426,275
Po-Feng Chang	380,567
Wei-Nan Hsiao	35,391
Chan-Yu Kuo	18,368
Chia-Cheng Chen	472
Su-Chen Chen	2,365
You-Hua Lu	944
Chih-Ching Chung	11,040
Shun-Ming Liu	29,987
Kuo-Hao Hsu	188,011
Su-Ching Huang	127,664
Lung-Cheng Wu	707,815
Ciou Guei Liao	1,207,344
Ping-Ting Chen	47,188
Shu-Huan Kuo	1,094,991
Al Chu Lu	1,512,130
Min-Chen Chiang	105,554
Ching-Shun Tsai	108,075
Hsiu-Chun Lai Chang	23,587
Wen-Chung Lo	47,209
Miao-Ying Huang	25,911
Yih-Shyong Huang	94,068
Jui-Feng Chiu	117,432
Kuang-Hung Fan	75,043

3 

3.5 The statements under the caption "Taxation" in the Registration Statement, to the extent that they constitute statements of British Virgin Islands law, are accurate in all material respects and that such statements, to the extent they are statements of legal conclusions, constitute our opinion.

4 Qualifications

The opinions expressed above are subject to the following qualifications:

4.1 To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registry of Corporate Affairs.

4.2 Under section 42 of the Act, the entry of the name of a person in the register of members of a company as a holder of a share in a company is prima facie evidence that legal title in the share vests in that person. A third party interest in the shares in question would not appear. An entry in the register of members may yield to a court order for rectification (for example, in the event of inaccuracy or omission).

4.3 Except as specifically stated herein, we make no comment with respect to any representations and warranties which may be made by or with respect to the Company in any of the documents or instruments cited in this opinion or otherwise with respect to the commercial terms of the transactions the subject of this opinion.

4.4 In this opinion, the phrase "non-assessable" means, with respect to the Shares in the Company, that a shareholder shall not, solely by virtue of its status as a shareholder, be liable for additional assessments or calls on the Shares by the Company or its creditors (except in exceptional circumstances, such as involving fraud, the establishment of an agency relationship or an illegal or improper purpose or other circumstance in which a court may be prepared to pierce or lift the corporate veil).

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the heading "Legal Matters" in the prospectus included in the Registration Statement. In providing our consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the SEC Act or the rules and regulations of the Commission thereunder.

This opinion is addressed to you and may be relied upon by you, your counsel and purchasers of Shares pursuant to the Registration Statement. This opinion is limited to the matters detailed herein and is not to be read as an opinion with respect to any other matter.

Yours faithfully

/s/ Maples and Calder

Maples and Calder

4 

EX-10.21

Exhibit 10.21

Required account opening documentation. The Issuer shall provide the Escrow Agent with the following documents:

- The Articles of Incorporation of the Issuer

- By Laws of the Issuer

- W-9 or W-8 completed by the Issuer

- Copy of a valid Passport, U.S. Driver’s License and W-9 or W-8 each person executing the Escrow Agreement.

- Incumbency Certificate of the Issuer’s Corporate Secretary listing each authorized signor and specimen signatures.

ESCROW AGREEMENT (PUBLIC OFFERING)

Page 1.

AGREEMENT made this day of September 2017 by and among Imperial Garden & Resort, Inc. (the "Issuer") and the Placement Agent whose names and addresses appear on the Information Sheet (as defined herein) attached to this Agreement and Continental Stock Transfer & Trust Company, 17 Battery Place, 8the Floor, New York, New York 10004. (The “Escrow Agent”).

W I T N E S S E T H:

WHEREAS, the Issuer has filed with the Securities and Exchange Commission (the "Commission") a Registration Statement (the "Registration Statement") covering a proposed public offering of its securities as described on the Information Sheet;

WHEREAS, the Placement Agent proposes to offer the Securities, as agent for the Issuer, for sale to the public on a "best efforts, all or none" basis with respect to the Minimum Securities Amount and Minimum Dollar Amount and at the price per share or other unit all as set forth, on the Information Sheet;

WHEREAS the Issuer and the Placement Agent propose to establish an Escrow Account (the "Escrow Account"), to which subscription monies which are received by the Escrow Agent from the Placement Agent in connection with such public offering are to be credited, and the Escrow Agent is willing to establish the Escrow Account and the terms are subject to the conditions hereinafter set forth; and

WHEREAS, the Escrow Agent has an agreement with JP Morgan Chase to establish a special Bank Account (the "Bank Account") into which the subscription monies, which are received by the Escrow Agent from the Placement Agent and credited to the Escrow Account, are to be deposited;

NOW, THEREFORE in consideration of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows:

1. Information Sheet. Each capitalized term not otherwise defined in this Agreement shall have the meaning set forth for such term on the information sheet which is attached to this Agreement and is incorporated by reference herein and made a pact hereof (the "Information Sheet").

2. Establishment of the Bank Account.

2.1 The Escrow Agent shall establish a non-interest bank account at the branch of JP Morgan Chase selected by the Escrow Agent, and bearing the designation set forth on the Information Sheet (heretofore defined as the "Escrow Account"). The purpose of the Bank Account is for (a) the deposit of all subscription monies (checks, or wire transfers) which are received by the Placement Agent from prospective purchasers of the Securities and are delivered by the Placement Agent to the Escrow Agent, (b) the holding of amounts of subscription monies which are collected through the banking system, and (c) the disbursement of collected funds, all as described herein.

Page 2.

2.2 On or before the date of the initial deposit in the Bank Account pursuant to this Agreement, “The Placement Agent shall notify the Escrow Agent in writing of the Effective Date of the Registration Statement (the "Effective Date"), and the Escrow Agent shall not be required to accept any amounts for credit to the Escrow Account or for deposit in the Bank Account prior to its receipt of such notification.

2.3 The Offering Period, which shall be deemed to commence on the Effective Date, shall consist of the number of calendar days or business days set forth on the Information Sheet. The Offering Period shall be extended by an Extension Period only if the Escrow Agent shall have received written notice thereof at least five (5) business days prior to the expiration of the offering Period. The Extension Period, which shall be deemed to commence on the next calendar day following the expiration of the offering Period, shall consist of the number of calendar days or business days set forth on the Information Sheet. The last day of the Offering Period, or the last day of the Extension Period (if the Escrow Agent has received written notice thereof as hereinabove provided), is referred to herein as the "Termination Date”. Except as provided in Section 4.3 hereof, after the Termination Date the Placement Agent shall not deposit, and the Escrow Agent shall not accept, any additional amounts representing payments by prospective purchasers.

3. Deposits to the Bank Account.

3.1 The Placement Agent shall promptly deliver to the Escrow Agent all monies which it receives from prospective purchasers of the Securities, which monies shall be in the form of checks or wire transfers, provided however that "Cashiers" checks and "Money Orders" must be in amounts greater than $10,000; Cashiers checks or Money Orders in amounts less than $10,000 shall be rejected by the Escrow Agent. Upon the Escrow Agent’s receipt of such monies, they shall be credited to the Escrow Account. All checks delivered to the Escrow Agent shall be made payable to “CST&TImperial Garden & Resort Escrow Account.” Any check payable other than to the Escrow Agent as required hereby shall be returned to the prospective purchaser, or if the Escrow Agent has insufficient information to do so, then to the Placement Agent (together with any Subscription Information, as defined below or other documents delivered therewith) by noon of the next business day following receipt of such check by the Escrow Agent, and such check shall be deemed not to have been delivered to the Escrow Agent pursuant to the terms of this Agreement.

3.2 Promptly after receiving subscription monies as described in Section 3.1, the Escrow Agent shall deposit the same into the Bank Account. Amounts of monies so deposited are hereinafter referred to as “Escrow Amounts”. The Escrow Agent shall cause the Bank to process all Escrow Amounts for collection through the banking system. Simultaneously with each deposit to the Escrow Account, the Placement Agent (or the Issuer, if such deposit is made by the Issuer) shall inform the Escrow Agent in writing of the name, address, and the tax identification number of the purchaser, the amount of Securities subscribed for by such purchase, and the aggregate dollar amount of such subscription (collectively, the “Subscription Information”).

3.3 The Escrow Agent shall not be required to accept for credit to the Escrow Account or for deposit into the Bank Account checks which are not accompanied by the appropriate Subscription Information, which at minimum shall include the name address, tax identification number and the number of shares/units. Wire transfers representing payments by prospective purchasers shall not be deemed deposited in the Escrow Account until the Escrow Agent has received in writing the Subscription Information required with respect to such payments.

3.4 The Escrow Agent shall not be required to accept in the Escrow Account any amounts representing payments by prospective purchasers, whether by check or wire, except during the Escrow Agent's regular business hours.

3.5 Only those Escrow Amounts, which have been deposited in the Bank Account and which have cleared the banking system and have been collected by the Escrow Agent, are herein referred to as the "Fund".

3.6 If the proposed offering is terminated before the Termination Date, the Escrow Agent shall refund any portion of the Fund prior to disbursement of the Fund in accordance with Article 4 hereof upon instructions in writing signed by both the Issuer and the Placement Agent.

Page 3.

4. Disbursement from the Bank Account.

4.1 Subject to Section 4.3 below, if by the close of regular banking hours on the Termination Date the Escrow Agent determines that the amount in the Fund is less than the Minimum Dollar Amount or the Minimum Securities Amount, as indicated by the Subscription information submitted to the Escrow Agent, then in either such case, the Escrow Agent shall promptly refund to each prospective purchaser the amount of payment received from such purchaser which is then held in the Fund or which thereafter clears the banking system, without interest thereon or deduction therefrom, by drawing checks on the Bank Account for the amounts of such payments and transmitting them to the purchasers. In such event, the Escrow Agent shall promptly notify the Issuer and the Placement Agent of its distribution of the Fund.

4.2 Subject to Section 4.3 below, if at any time up to the close of regular banking hours on the Termination Date, the Escrow Agent determines that the amount in the Fund is at least equal to the Minimum Dollar Amount and represents the sale of not less than the Minimum Securities Amount, the Escrow Agent shall promptly notify the Issuer and the Placement Agent of such fact in writing. The Escrow Agent shall promptly disburse the Fund, by drawing checks on the Bank Account in accordance with instructions in writing signed by both the Issuer and the Placement Agent as to the disbursement of the Fund, promptly after it receives such instructions.

4.3 [This provision applies only if a Collection Period has been provided for by the appropriate indication on the Information Sheet.] If the Escrow Agent or the Placement Agent has on hand at the close of business on the Termination Date any uncollected amounts which when added to the Fund would raise the amount in the Fund to the Minimum Dollar Amount, and result in the Fund represent the sale of the Minimum Securities Amount, the Collection Period (consisting of the number of business days set forth on the Information Sheet) shall be utilized to allow such uncollected amounts to clear the banking system. During the Collection Period, the Placement Agent (and the Issuer) shall not deposit and the Escrow Agent shall not accept, any additional amounts; provided, however, that such amounts as were received by the Placement Agent (or the Issuer) by the close of business on the Termination Date may be deposited with the Escrow Agent by noon of the next business day following the Termination Date. If, at the close of business on the last day of the Collection Period, an amount sufficient to raise the amount in the Fund to the Minimum Dollar Amount and which would result in the Fund representing the sale of the Minimum Securities Amount shall not have cleared the banking system, the Escrow Agent shall promptly notify the Issuer and the Placement Agent in writing of such fact and shall promptly return all amounts then in the Fund, and any amounts which thereafter clear the banking system to the prospective purchasers as provided in Section 4.2 hereof.

4.4 Upon disbursement of the Fund pursuant to the terms of this Article 4, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. It is expressly agreed and understood that in no event shall the aggregate amount of payments made by the Escrow Agent exceed the amount of the Fund.

5. Rights, Duties and Responsibilities of Escrow Agent. It is understood and agreed that the duties of the Escrow Agent are purely ministerial in nature, and that:

5.1 The Escrow Agent shall notify the Placement Agent, on a daily basis, of the Escrow Amounts which have been deposited in the Bank Account and of the amounts, constituting the Fund, which have cleared the banking system and have been collected by the Escrow Agent.

5.2 The Escrow Agent shall not be responsible for or be required to enforce any of the terms or conditions of the selling agency agreement or any other agreement between the Placement Agent and the Issuer nor shall the Escrow Agent be responsible for the performance by the Placement Agent or the Issuer of their respective obligations under this Agreement.

5.3 The Escrow Agent shall not be required to accept from the Placement Agent (or the Issuer) any Subscription Information pertaining to prospective purchasers unless such Subscription Information is accompanied by checks, or wire transfers meeting the requirements of Section 3.1, nor shall the Escrow Agent be required to keep records of any information with respect to payments deposited by the Placement Agent (or the Issuer) except as to the amount of such payments; however, the Escrow Agent shall notify the Placement Agent within a reasonable time of any discrepancy between the amount set forth in any Subscription Information and the amount delivered to the Escrow Agent therewith. Such amount need not be accepted for deposit in the Escrow Account until such discrepancy has been resolved.

Page 4.

5.4 The Escrow Agent shall be under no duty or responsibility to enforce collection of any check delivered to it hereunder. The Escrow Agent, within a reasonable time, shall return to the Placement Agent any check received which is dishonored, together with the Subscription Information, if any, which accompanied such check.

5.5 The Escrow Agent shall be entitled to rely upon the accuracy, act in reliance upon the contents, and assume the genuineness of any notice, instruction, certificate, signature, instrument or other document which is given to the Escrow Agent pursuant to this Agreement without the necessity of the Escrow Agent verifying the truth or accuracy thereof. The Escrow Agent shall not be obligated to make any inquiry as to the authority, capacity, existence or identity or any person purporting to give any such notice or instructions or to execute any such certificate, instrument or other document.

5.6 If the Escrow Agent is uncertain as to its duties or rights hereunder or shall receive instructions with respect to the Bank Account, the Escrow Amounts or the Fund which, in its sole determination, are in conflict either with other, instructions received by it or with any provision of this Agreement, it shall be entitled to hold the Escrow Amounts, the Fund, or a portion thereof, in the Bank Account pending the resolution of such uncertainty to the Escrow Agent's sole satisfaction, by final judgment of a court or courts of competent jurisdiction or otherwise; or the Escrow Agent, at its sole option, may deposit the Fund (and any other Escrow Amounts that thereafter become part of the Fund) with the Clerk of a court of competent jurisdiction in a proceeding to which all parties in interest are joined. Upon the deposit by the Escrow Agent of the Fund with the Clerk of any court, the Escrow Agent shall be relieved of all further obligations and released from all liability hereunder.

5.7 The Escrow Agent shall not be liable for any action taken or omitted hereunder, or for the misconduct of any employee, agent or attorney appointed by it, except in the case of willful misconduct or gross negligence. The Escrow Agent shall be entitled to consult with counsel of its own choosing and shall not be liable for any action taken, suffered or omitted by it in accordance with the advice of such counsel.

5.8 The Escrow Agent shall have no responsibility at any time to ascertain whether or not any security interest exists in the Escrow Amounts, the Fund or any part thereof or to file any statement under the Uniform Commercial Code with respect to the Fund or any part thereof.

6. Amendment; Resignation. This Agreement may be altered or amended only with the written consent of the Issuer, the Placement Agent and the Escrow Agent. The Escrow Agent may resign for any reason upon three (3) business days' written notice to the Issuer and the Placement Agent. Should the Escrow Agent resign as herein provided, it shall not be required to accept any deposit, make any disbursement or otherwise dispose of the Escrow Amounts or the Fund, but its only duty shall be to hold the Escrow Amounts until they clear the banking system and the Fund for a period of not more than five (5) business days following the effective date of such resignation, at which time (a) if a successor escrow agent shall have been appointed and written notice thereof (including the name and address of such successor escrow agent) shall have been given to the resigning Escrow Agent by the Issuer, the Placement Agent and such successor escrow agent, then the resigning Escrow Agent shall pay over to the successor escrow agent the Fund, less any portion thereof previously paid out in accordance with this Agreement; or (b) if the resigning Escrow Agent shall not have received written notice signed by the Issuer, the Placement Agent and a successor escrow agent, then the resigning Escrow Agent shall promptly refund the amount in the Fund to each prospective purchaser without interest thereon or deduction therefrom, and the resigning Escrow Agent shall promptly notify the Issuer and the Placement Agent in writing of its liquidation and distribution of the Fund; whereupon, in either case, the Escrow Agent shall be relieved of all further obligations and released from all liability under this Agreement. Without limiting the provisions of Section 8 hereof, the resigning Escrow Agent shall be entitled to be reimbursed by the Issuer and the Placement Agent for any expenses incurred in connection with its resignation, transfer of the Fund to a successor escrow agent or distribution of the Fund pursuant to this Section 6.

7. Representations and Warranties. The issuer and the Placement Agent hereby jointly and severally represent and warrant to the Escrow Agent that:

7.1 No party other than the parties hereto and the prospective purchasers have, or shall have, any lien, claim or security interest in the Escrow Amounts or the Fund or any part thereof.

7.2 No financing statement under the Uniform Commercial Code is on file in any jurisdiction claiming a security interest in or describing (whether specifically or Generally) the Escrow Amounts or the Fund or any part thereof.

7.3 The Subscription information submitted with each deposit shall, at the time of submission and at the time of disbursement of the Fund, be deemed a representation and warranty that such deposit represents a bona fide payment by the purchaser described therein for the amount of securities in such described as Subscription Information.

Page 5.

7.4 All of the information contained in the Information Sheet is, as of the date hereof, and will be, at the time of any disbursement of the Fund, true and correct.

7.5 Reasonable controls have been established and required due diligence performed to comply with “Know Your Customer” regulations, USA Patriot Act, Office of the Foreign Asset Control (OFAC) regulations and the Bank Secrecy Act.

8. Fees and Expenses. The Escrow Agent shall be entitled to the Escrow Agent Fees set forth on the Information Sheet, payable as and when stated therein. In addition, the Issuer and the Placement Agent jointly and severally agree to reimburse the Escrow Agent for any reasonable expenses incurred in connection with this Agreement, including, but not limited to, reasonable counsel fees. Upon receipt of the Minimum Dollar Amount, the Escrow Agent shall have a lien upon the Fund to the extent of its fees for services as Escrow Agent.

9. Indemnification and Contribution.

9.1 The Issuer and the Placement Agent (collectively referred to as the "Indemnitors") jointly and severally agree to indemnify the Escrow Agent and its officers, directors, employees, agents and shareholders (collectively referred to as the " Indemnitees") against, and hold them harmless of and from, any and all loss, liability, cost, damage and expense, including without limitation, reasonable counsel fees, which the Indemnitees may suffer or incur by reason of any action, claim or proceeding brought against the Indemnitees arising out of or relating in any way to this Agreement or any transaction to which this Agreement relates, unless such action, claim or proceeding is the result of the willful misconduct or gross negligence of the Indemnitees.

9.2 If the indemnification provided for in Section 9.1 is applicable, but for any reason is held to be unavailable, the Indemnitors shall contribute such amounts as are just and equitable to pay, or to reimburse the Indemnitees for, the aggregate of any and all losses, liabilities, costs, damages and expenses, including counsel fees, actually incurred by the Indemnitees as a result of or in connection with, and any amount paid in settlement of, any action, claim or proceeding arising out of or relating in any way to any actions or omissions of the Indemnitors.

9.3 The provisions of this Article 9 shall survive any termination of this Agreement, whether by disbursement of the Fund, resignation of the Escrow Agent or otherwise.

10. Governing Law and Assignment. This Agreement shall be construed in accordance with and governed by the laws of the State of New York and shall be binding upon the parties hereto and their respective successors and assigns; provided, however, that any assignment or transfer by any party of its rights under this Agreement or with respect to the Escrow Amounts or the Fund shall be void as against the Escrow Agent unless (a) written notice thereof shall be given to the Escrow Agent; and (b) the Escrow Agent shall have consented in writing to such assignment or transfer.

11. Notices. All notices required to be given in connection with this Agreement shall be sent by registered or certified mail, return receipt requested, or by hand delivery with receipt acknowledged, or by the Express Mail service offered by the United States Post Office, and addressed, if to the Issuer or the Placement Agent, at their respective addresses set forth on the Information Sheet, and if to the Escrow Agent, at its address set forth above, to the attention of the Trust Department.

12. Severability. If any provision of this Agreement or the application thereof to any person or circumstance shall be determined to be invalid or unenforceable, the remaining provisions of this Agreement or the application of such provision to persons or circumstances other than those to which it is held invalid or unenforceable shall not be affected thereby and shall be valid and enforceable to the fullest extent permitted by law.

13. Execution in Several Counterparts. This Agreement may be executed in several counterparts or by separate instruments, and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

14. Entire Agreement. This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings (written or oral) of the parties in connection therewith.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

THE ISSUER		CONTINENTAL STOCK TRANSFER & TRUST COMPANY
Imperial Garden & Resort, Inc.
By:		By:
	Name: Fun-Ming Lo		Name:
	Title: Chairman		Title:
THE UNDERWRITER Network 1 Financial Securities, Inc.
By:
	Name: Jian (Steven) Sun
	Titie: Executive Director

EXHIBIT A

ESCROW AGREEMENT INFORMATION SHEET

1. The Issuer

Name: Imperial Garden & Resort, Inc.

Address: 106 Zhouzi Street, 4th Floor, 4E

Neihu District, Taipei, Taiwan (Republic of China) 11493

Tax Identification Number: ___________________

2. The Placement Agent

Name: Network 1 Financial Securities, Inc.

Address: 2 Bridge Avenue, Suite 241

Red Bank, NJ 07701

3. The Securities

Description of the Securities to be offered: Up to 10,000,000 ordinary shares of Issuer’s

4. Minimum Amounts and Conditions Required for Disbursement of the Escrow Account

Aggregate dollar amount which must be collected before the Escrow Account may be disbursed to the Issuer: $15,000,000

5. Plan of Distribution of the Securities

Initial Offering Period: Through 120 days after the effectiveness of the Registration Statement or an earlier Closing when the Minimum Dollar Amount is raised

Extension Period, if any: At Discretion of Company

6. Title of Escrow Account

“CST&T AAF Imperial Garden & Resort”

7. Escrow Agent Fees and Charges

$2,750: $1250.00 payable at signing of the Escrow Agreement, plus $1,500.00 prior to the Closing. (Note: $250.00 online "view only" access to the bank account is included). A fee of $500 will be payable for document review services related to each amendment to the Escrow Agreement. In addition, the Escrow Agent shall be paid a fee of $500.00 for each additional closing. Should the Escrow Agent continue for more than one year, the Escrow Agent shall receive a fee of $600.00 per month, or any portion thereof, payable in advance or the first business day of the month.

Distribution charges:

$10.00 per check

$50.00 per wire

$100.00 per check returned (NSF) check

$100.00 lost check replacement fee

EX-10.22

Exhibit 10.22

FORM OF SUBSCRIPTION AGREEMENT

Ordinary Share

of

Imperial Garden & Resort, Inc.

This subscription (this “Subscription”) is dated , 2017, by and between the investor identified on the signature page hereto (the “Investor”) and Imperial Garden & Resort, Inc., a British Virgin Islands company (the “Company”), whereby the parties agree as follows:

1. Subscription

Investor agrees to buy and the Company agrees to sell and issue to Investor such number of shares (the “Shares”) of the Company’s ordinary shares, no par value per share, as set forth on the signature page hereto, for an aggregate purchase price (the “Purchase Price”) equal to the product of (x) the aggregate number of Shares the Investor has agreed to purchase and (y) the purchase price per share (the “Purchase Price”) as set forth on the signature page hereto. The Purchase Price is set forth on the signature page hereto.

The Shares are being offered pursuant to a registration statement on Form F-1, File No. 333-216694 (the “Registration Statement”). The Registration Statement will have been declared effective by the Securities and Exchange Commission (the “Commission”) prior to issuance of any Shares and acceptance of Investor’s subscription. The offering prospectus (the “Prospectus”) which forms a part of the Registration Statement, however, is subject to change. A final prospectus (the “Prospectus”) and/or supplement to the Prospectus will be delivered to the Investor as required by law.

The Shares are being offered by Network 1 Financial Securities, Inc. (the “Selling Agent”) as selling agent on a “best efforts, minimum/maximum” basis. The completion of the purchase and sale of the Shares (the “Closing”) shall take place at a place and time (the “Closing Date”) to be specified by the Company and Selling Agent in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon satisfaction or waiver of all the conditions to closing set forth in the Selling Agency Agreement and Registration Statement, at the Closing, (i) the Investor shall pay the Purchase Price by check or by wire transfer of immediately available funds to the Company’s escrow account per wire instructions as provided on the signature line below, and (ii) the Company shall cause the Shares to be delivered to the Investor with the delivery of the Shares to be made through the facilities of The Depository Trust Company’s DWAC system in accordance with the instructions set forth on the signature page attached hereto under the heading “DWAC Instructions” (or, if requested by the Investor on the signature page hereto, through the issuance of an electronic certificate evidencing the Shares being held by the Transfer Agent for the benefit of the Investor in Direct Registration Statement format “DRS”).

The Selling Agent and any participating broker dealers (the “Members”) shall confirm, via the selected dealer agreement or master selected dealer agreement that it will comply with Exchange Act Rule 15c2-4. As per Exchange Act Rule 15c2-4 and FINRA Notice to Members Rule 84-7 (the “Rule”), all checks that are accompanied by a subscription agreement will be promptly sent along with the subscription agreements to the escrow account by noon the next business day. With regards to monies being wired from an investor’s bank account, the Members shall request the investors send their wires by the next business day, however, the Company cannot insure the investors will forward their respective monies as per the Rule. With regards to monies being sent from an investor’s account held at the participating broker, the funds will be “promptly transmitted” to the escrow agent following the receipt of a completed subscription document and completed wire instructions by the investor to send funds to the escrow account. Absent unusual circumstances, funds in customer accounts will be transmitted by noon of the next business day. In the event that funds are sent in and the offering does not close for any reason prior to the Termination Date set forth in the final Registration Statement, all funds will be returned to investors promptly in accordance with the escrow agreement terms and applicable law.

2. Miscellaneous

This Subscription Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument and shall become effective when counterparts have been signed by each party and delivered to the other parties hereto, it being understood that all parties need not sign the same counterpart. Execution may be made by delivery by facsimile or via electronic format.

All communications hereunder, except as may be otherwise specifically provided herein, shall be in writing and shall be mailed, hand delivered, sent by a recognized overnight courier service such as FedEx, or sent via facsimile and confirmed by letter, to the party to whom it is addressed at the following addresses or such other address as such party may advise the other in writing:

To the Company: as set forth on the signature page hereto.

To the Investor: as set forth on the signature page hereto.

All notices hereunder shall be effective upon receipt by the party to which it is addressed.

If the foregoing correctly sets forth the parties’ agreement, please confirm this by signing and returning to the Company the duplicate copy of this Subscription Agreement.

3. FINRA Rules 5130 and 5131

This rule states that "restricted persons" are prohibited from participating in Syndicate or new issue offerings. Please review the following definition of a "restricted person" on Schedule A prior to signing this form acknowledging you do not fall into '"restricted person" status.

The undersigned hereby represents and warrants as of the date set forth below that:

i. The undersigned is the holder of the account identified below or is authorized to represent the beneficial holders of the account;

ii. Neither the undersigned nor any beneficial holder of the account is a "restricted person" as that term is described in FINRA Rule 5130 (described in Schedule A); and

iii. The undersigned understands FINRA. Rule 5130 and the account is eligible to purchase new issues in compliance with such rule.

Please email back the completed Subscription Agreement to jsun@netw1.com or fax to [ ]

[Signature Page to Investor Subscription Agreement for Imperial Garden & Resort, Inc.]

If the foregoing correctly sets forth the parties agreement, please confirm this by signing and returning to us the duplicate copy of this Subscription Agreement.

		Imperial Garden & Resort, Inc.
Number of Shares:		By:
Purchase Price per Share:	$5.00 per share	Name:	Fun-Ming Lo
Aggregate Purchase Price:	$	Title:	Chief Executive Officer
		Address Notice:
INVESTOR Name:		Imperial Garden & Resort, Inc.
		106 Zhouzi Street, 4th Floor, 4E
		Neihu District, Taipei, Taiwan (Republic of China) 11493
		Telephone: 886-2-2658-2927
Signature:		Address:
Signor Name:
Title:		Phone:
		SSN or EIN:

¨  Check Method of Payment: Check enclosed______ or

¨  Please wire $____________________from my account held at: ________________________

Account Title:_______________________________; Account Number:_____________________

To the following instructions:

JP Morgan Chase; [Address]

ABA/Routing # [   ]

Swift #: [  ]

Account #:

Account Title: CST&T AAF Imperial Garden & Resort

Telephone No. [    ]

Fax No. [    ]

By:	Date:_______________ , 2017
Name:
Title:

Select method of delivery of Shares: DRS or DWAC

DWAC DELIVERY DWAC Instructions:

1.
	Name of DTC Participant (broker dealer at which the account or accounts to be credited with the Shares are maintained)
2.
	DTC Participant Number
3.
	Name of Account at DTC Participant being credited with the Shares
4.
	Account Number of DTC Participant being credited with the Shares

Or DRS Electronic Book Entry Delivery Instructions:

Name in which Shares should be issued: 

Address:   Telephone No.:  

Please email back the completed Subscription Agreement to [   ] or fax to [   ]

SCHEDULE A

a) FINRA Member Firms or other Broker/Dealers

b) Broker-Dealer Personnel

• Any officer, director, General partner, associated person or employee of a member firm or any other Broker/dealer.

• Any agent of a member firm or any other Broker/dealer that is engaged in the investment banking or securities business

• Any immediate family member of a person specified above. Immediate family members include a person's parents, mother-in-law or father-in-law, spouse, brother or sister, brother-in-law or sister-in-law, son-in-law or daughter-in law, and children.

i. Person that materially supports or receives material support from the immediate family member.

ii. Person employed by or associated with the member, or an affiliate of the member, selling the new issue to the immediate family member.

iii. Person that has an ability to control the allocation of the new issue.

c) Finders and Fiduciaries. With respect to the security being offered, a finder or any person acting in a fiduciary capacity to the managing underwriter, including, but not limited to, attorneys, accountants, and financial consultants; and any immediate family members (or person(s) receiving material support or receives material support from the family member) of a person identified as a Finder or Fiduciary.

d) Portfolio Managers

a. Any person who has authority to buy or sell securities for a bank, savings and loan institution, insurance company, investment company, investment advisor, or collective investment account.

b. Any immediate family member of a person specified under portfolio Managers that materially supports, or receives material support from such person.

e) Persons Owning a Broker/Dealer

a. Any person listed, or required to be listed, in Schedule A of a Form BD, except persons identified by ownership of less than 10%.

b. Any person listed, or required to be listed, in Schedule B of a Form BD, except persons identified by ownership of less than 10%.

c. Any person listed, or required to be listed, in Schedule C of a Form BD that meets the criteria of (e)(bullet point 1) or (e) (bullet point 2) above.

d. Any person that directly or indirectly owns 10% or more of a public reporting company listed, or required to be listed, in Schedule B of a Form BD.

e. Any person that directly or indirectly owns 25% or more of a public reporting company listed, or required to be listed, in Schedule B of a Form BD.

f. Any immediate family member of a person specified in (5) (bullet points 1-5) unless the person owning the Broker/dealer:

i. Does not materially support, or receive material support from the immediate family member.

ii. Is not an owner of the member, or an affiliate of the member, selling the new issue to the immediate family member.

iii. Has no ability to control the allocation of the new issue.

EX-23.1

Exhibit 23.1

 

Imperial Garden & Resort, Inc.

No. 106 Zhouzi Street, 4th Floor, 4E,

Neihu District, Taipei, 11493

Taiwan (Republic of China)

Consent of Independent Registered Public Accounting Firm

We consent to the reference to our firm under the caption “Experts” and to the use of our report dated March 21, 2017, in the Registration Statement (Form F-1 Amendment Number 3) and related Prospectus of Imperial Garden & Resort, Inc.

/s/    KCCW Accountancy Corp

Diamond Bar, California

September 27, 2017

KCCW Accountancy Corp.    3333 S. Brea Canyon Rd. #206, Diamond Bar, CA 91765 USA

Tel: +1 909 348 7228 • Fax: +1 909 895 4155 • info@kccwcpa.com