YANGTZE RIVER DEVELOPMENT LIMITED (OTCMKTS:YERR) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement.

On November 16, 2016, in connection with a Contribution,
Conveyance and Assumption Agreementexecuted on October 3, 2016
(the Contribution Agreement), Yangtze River Development Limited
(the Company) entered into an Amended and Restated Limited
Liability Company Agreement (the LLC Agreement) with Wight
International Construction, LLC (Wight), whereby the Company
acquired 100 million preferred B membership units, representing a
62.5% non-voting equity interest in Wight (Preferred B Units),
which will be ultimately converted into 100 million LP units in
Armada Enterprises LP (Armada LP). In exchange, the Company
issued a $500 million convertible promissory note (the Note) and
50,000,000 shares of the Companys common stock (Exchange Shares)
to Wight.

A copy of the Note is attached to this report asExhibit
10.1and a copy of the LLC Agreement is attached as
Exhibit 10.2 and is incorporated herein by
reference.

The LLC Agreement

Dividends.The Preferred B Units were specifically
designated to be issued to the Company in exchange for the Note
and Exchange Shares. The Company is entitled to receive dividend
distributions from Common LP Units in Armada LP upon conversion
of Preferred B Units, at a rate of 5% per annum, whether or not
dividends have been declared by the Board of Directors and
whether or not there are profits, surplus or other funds
available for the payment of such dividends.

Voting Rights.The Company has no right to vote on any
matter. Preferred Units will not have any vote on Company matters
unless specifically required by the Delaware Limited Liability
Company Act.

Conversion. Preferred B Units shall not be convertible
into that number of shares of any other units in Wight.

The Note

Interest; Interest Payment. The Note bears interest at a
rate of 7% per annum. Interest on the notes accrues from November
16, 2016. Payment of accrued interest shall be deferred until
November 16, 2019. The interest accrued on the then outstanding
principal amount in the 4^th year shall be due and
payable at the first business day of the 5^th year and
the interest accrued on the then outstanding principal amount in
the 5^th year shall be due and payable at the last
business day of the 5^th year.

Maturity. The Note will mature on November 16, 2021,
except that (i) prior to the last thirty (30) days before the
Maturity Date, the Holder shall, upon written notice to the
Borrower, have the right to rollover the Note and extend the
Maturity Date of the Note from Maturity Date for up to
twenty-four (24) months upon the same terms and conditions set
forth in the Note; or (ii) earlier conversion by the Holder prior
to November 16, 2021; or (iii) Prepayment by the Company prior to
November 16, 2021.

Conversion Privilege. Wight may convert their Note at
their option at any time prior to November 16, 2021 at $10 per
share conversion price upon proper notification to the Company.
The conversion price of the Note is fixed at $10 per share. Upon
conversion, the Company will satisfy its conversion obligation by
paying cash up to the aggregate principal amount of the note
being converted and pay or deliver, as the case may be, cash,
shares of our common stock or a combination thereof, at the
Companys election, in respect of the remainder, if any, of our
conversion obligation in excess of the principal amount of the
note being converted.

Prepayment. The Note may be prepaid by the Company, in
whole or in part, at any time and from time to time, without
premium or penalty, upon 3 days prior written notice to Wight.

The foregoing description of the Note and the LLC Agreement and
the transactions contemplated thereby does not purport to be
complete and is subject to, and qualified in its entirety by
reference to, the full text of the Note and the LLC Agreement,
which are attached as Exhibit 10.1 and
10.2 and are incorporated herein by reference.

Item 2.03Creation of a Direct Financial
Obligation.

The information under Item 1.01 is incorporated herein by
reference.

Item3.02 Unregistered Sales of Equity
Securities.

On November 16, 2016, in connection with the Contribution
Agreement, the Company issued 50million shares of its common
stock to Wight as a portion of the consideration for 100 million
Preferred B Units in Wight. The preferred B unit value of $10 was
set to enable a unit-for-unit exchange on the contribution of
Wight to Armada Enterprises LP which the Company ultimately
obtains, to the Armada limited partnership agreement where it
fixed the minimum annual distribution of 5% at $0.50 per unit
based upon a $10 unit price rather than have the minimum annual
distribution fluctuate based upon the price.

On November 17, 2016, Wight elected to convert the principal of
the Note issued by the Company on November 16, 2016 in connection
with the Contribution Agreement to 50 million shares of the
Companys common stock. to the exercise of the conversion rights,
the Company issued 50 million shares of the Companys common stock
at the conversion price of $10 per share (Conversion).A copy of
the Notice of Conversion is attached to this report
asExhibit 99.1and is incorporated herein by
reference.

As result of the Conversion, Wight now owns 100,000,000 shares of
the Companys common stock with 36.73% of the Companys voting
power. Wight is now the largest shareholder of the Company.

The Conversion and issuance of shares of the Companys common
stock to Wight in accordance with the terms and subject to the
conditions set forth in the Contribution Agreement and the Note
have been determined to be in reliance on the private offering
exemption of Section4(2) of the Securities Act.

Item 9.01 Financial Statements and Exhibits.

About YANGTZE RIVER DEVELOPMENT LIMITED (OTCMKTS:YERR)

Yangtze River Development Limited, formerly Kirin International Holding, Inc., is a holding company. The Company conducts its operations through its subsidiary, Wuhan Yangtze River Newport Logistics Co., Ltd (Wuhan Newport). Wuhan Newport primarily engages in the business of real estate and infrastructural development with a port logistics project located in Wuhan, Hubei Province of China. Wuhan Newport is an infrastructure development project. Its projects include the Wuhan Yangtze River Newport Logistics Center (the Logistics Center) in Wuhan. The Logistics Center will include approximately six operating zones, including a port operation area, a warehouse and distribution area, a cold chain supply logistics area, a rail cargo loading area, an exhibition area, and a mixed residential and commercial community. It focuses on developing a shipping hub with access to various types of cargo transportation and offer complementary services to businesses within its logistics center.

YANGTZE RIVER DEVELOPMENT LIMITED (OTCMKTS:YERR) Recent Trading Information

YANGTZE RIVER DEVELOPMENT LIMITED (OTCMKTS:YERR) closed its last trading session up +0.04 at 4.63 with 7,221 shares trading hands.