GREEN VISION BIOTECHNOLOGY CORP. (OTCMKTS:GVBT) Files An 8-K Entry into a Material Definitive Agreement

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE
AGREEMENT

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

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

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

Definitions related to the corporate structure of Lutu
International:

		Able Lead refers to Able Lead Holdings Limited, a limited company incorporated in the British Virgin Islands, which holds 89% of the issued and outstanding shares of Lutu International;
	Harcourt refers to Harcourt Capital Limited, a limited company incorporated in the British Virgin Islands, which holds 6% of the issued and outstanding shares of Lutu International;
	Hong Kong Prolific” refers to Hong Kong Prolific Mineral Resources Limited, a wholly owned subsidiary of Light Raise Limited, incorporated in the Hong Kong;
	Light Raise refers to Light Raise Limited, a wholly owned subsidiary of Lutu International incorporated in the British Virgin Islands;
	“Lutu International” refers to Lutu International Biotechnology Ltd, a limited company incorporated in the Cayman Islands ;
	“Shanxi Lutu” refers to Shanxi Green Biotechnology Industry Limited, a wholly owned subsidiary of Hong Kong Prolific and a wholly foreign-owned enterprise incorporated in China;
	Shareholders of Lutu International refers to Able Lead, Harcourt and Woodhead collectively;
	Shenzhen Lutu refers to Shenzhen QianHai Lutu Supply Chain Management Co., Ltd, a wholly owned subsidiary of Shanxi Lutu and a limited company incorporated in China;
	the Lutu Group refers to Lutu International, Light Raise, Hong Kong Prolific, Shanxi Lutu, and Shenzhen Lutu collectively; and
	Woodhead refers to Woodhead Investments Limited, a limited company incorporated in the British Virgin Islands, which holds 5% of the issued and outstanding shares of Lutu International.

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General definitions:

		“China” and ” PRC” refer to the People’s Republic of China, and for the purpose of this Current Report on Form 8-K, China and PRC do not include Hong Kong, Macau Special Administrative Region of the People’s Republic of China and Taiwan (The Republic of China);
	“Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended;
	Hong Kong refers to the Hong Kong Special Administrative Region of the People’s Republic of China;
	“Renminbi ” and “RMB” refer to the legal currency of China;
	“SEC” refers to the United States Securities and Exchange Commission;
	“Securities Act” refers to the United States Securities Act of 1933, as amended;
	“U.S. Dollar“, and “$” refer to the legal currency of the United States; and
	United States and U.S. refer to The United States of America.

Technical definitions:

		ha refers to hectare, an accepted metric system unit of area, which equals 10,000 m;
	ktpa refers to one thousand tons per annum;
	MBF refers to mineral based bio-fertilizer, the main product of Shanxi Lutu;
	MAP refers to mono-ammonium phosphate (NHHPO), a commonly used chemical phosphate fertilizer;
	MOP refers to muriate of potash or potassium chloride (KCl), the most commonly used chemical potash fertilizer;
	SOP refers to sulphate of potash or potassium sulphate (KSO), a commonly used chemical potash fertilizer; and
	Principles of Organic Agriculture refers to the Principles of Organic Agriculture established by the International Federation of Organic Agriculture Movements in September, 2005.

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Chemical symbols for elements:

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

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

Investment Transaction

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

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

Share Exchange Agreement with Harcourt
and Woodhead

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

Share Exchange Agreement with Able Lead and Escrow
Agreement

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

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

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

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

Contractual Arrangements with the Lutu Group and Able
Lead

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

Consulting Services Agreement

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

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

Operating Agreement

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

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

Proxy Agreement

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

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

Changes Resulting from the Investment
Transaction

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

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

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

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Changes to the Board of Directors and
Officers

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

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

Accounting Treatment

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

Tax Treatment and SEC Filer Status: Small Business
Issuer

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

Implications of Being an Emerging Growth
Company

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

	a requirement to have only two years of audited financial statements and only two years of related Management’s Discussion and Analysis of Financial Condition and Results of Operations disclosure; and
	an exemption from the auditor attestation requirement in the assessment of our internal control over financial reporting to the Sarbanes- Oxley Act of 2002.

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

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ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS

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

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

FORM 10 INFORMATION

Item 1. Business

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

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

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

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

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

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

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

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

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

1. Overview

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

Figure 1- Jinzhong City, Shanxi Province

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2. Corporate History and
Background

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

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

3. The Fertilizers Industry

3.1 Essential Plant Nutrients

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

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

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

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

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

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3.2 World Total Fertilizer Nutrients (NPK) Production
and Consumption

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

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

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

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

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

Page 14 of 93

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

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

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

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

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

Page 15 of 93

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

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

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

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

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

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

3.3 World Fertilizer Nutrients (NPK) Consumption
Outlooks

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

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

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

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

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

Year
Nitrogen (N)
Growth			1.5	%			1.3	%			1.4	%			1.2	%			1.1	%
Phosphate (P)
Growth			0.6	%			1.8	%			2.1	%			2.0	%			2.0	%
Potash (K)
Growth			0.3	%			2.6	%			2.5	%			2.4	%			2.3	%
Total (NPK)
Growth			1.1	%			1.6	%			1.7	%			1.6	%			1.5	%

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

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3.4 China Fertilizer Nutrients (NPK)
Consumption

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

Figure 8 China Fertilizer Nutrients Consumption Profile

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

3.5 World Bio-Fertilizer Outlook

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

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

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

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

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

3.6 Trend of Using Organic
and Bio-fertilizers in
China

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

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

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

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

3.7 Classification of Fertilizers in the China
Market

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

According to the rules and regulations under the Measures for the
Administration of Fertilizer Registration, PRC National Standard
for Fertilizer and Soil Conditioner Terminology (GB/T 6274-1997),
PRC Agricultural Industry Standards NY 525-2012, NY884-2012 and
NY/T 798-2015, the following terms shall have the following
meanings in Chinas fertilizers market:

	i.	Fertilizer: its main function is to provide nutrients for plants. (GB/T 6274-1997)
	ii.	Inorganic [mineral] fertilizer: its nutrients are in the form of inorganic salt fertilizer, which is made by the extraction, physical and/or chemical industrial method (sulfur, calcium cyanamide, urea and its contraction, and bone powder superphosphate are usually classified as inorganic fertilizers). (GB/T 6274-1997)
	iii.	Complex fertilizer: a fertilizer manufactured only by chemical method, and its components are specified with at least 2 out of the 3 nutrients, namely Nitrogen, Phosphorus, Potassium. (GB/T 6274-1997)
	iv.	Organic fertilizer: a fertilizer containing carbon, its components mainly made from plants and/or animals. (NY 525-2012)
	v.	Microbial fertilizer: it refers to fertilizer products which contain specific living microorganisms and have specific fertilizers effects when applied to agricultural production. The specific fertilizers effects include the provision of good conditions of soil and plant environment, and include the provision of necessary nutrients to crops, together with beneficial effects from metabolism of these microorganisms upon plants. (Measures for the Administration of Fertilizer Registration)

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

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3.8 Classification of our Fertilizers

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

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

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

Figure 9 Distribution of Potash Resources in China

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

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

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

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

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

		the nature of Potassium bearing minerals;
	the bacterial strains used;
	acidity; and
	aerobic conditions.

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

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

4.1 Production Process

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

Figure 10 Mineral-based Bio-Fertiizer Manufacturing Process

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

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

The sources of raw materials are elaborated below:

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

4.3 Existing Facility

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

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

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

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

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Figure 11 Pictures of Shanxi Lutus Manufacturing Facilities

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

5. Our Products

5.1 Mineral-based Bio-fertilizer (MBF)

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

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

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

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

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5.2. List of Registration Certificates of our Products

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

Table 3 Summary of Shanxi Lutus Fertilizers

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

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5.2 Specialized
Mineral-based
Bio-fertilizer for Rice Production

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

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

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

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

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

Source: PWC, Chinas agricultural challenges-Roads to be
travelled, October 2015; USDA

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

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

Source: PWC, Chinas agricultural challenges-Roads to be
travelled, October 2015; USDA

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

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

5.3 Clients and Trials

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

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

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

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

Page 33 of 93

Executive Summary of Figure 16

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

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

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

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

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

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

P.2: Promotion notice of Lutu Compound Microbial Fertilizers

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

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

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

Features of Lutu Fertilizer Products:

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

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

3. Soil improvement, resistance to soil hardening.

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

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

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

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

8. Prevent plant diseases and insect pests.

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

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

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Figure 17 – Trial Results of a Chongqing based Client

Page 35 of 93

Translation of Figure 17

Figure 17:

Trial Report of Lutu Microbial Fertilizer in Chongqing City,
China

1. Trial purpose:

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

2. The fertilizers used:

		other brands of compound fertilizers (the NPK content is 45%)
	Lutu microbial compound fertilizers (the NPK content is 8%), effective microbial content is greater than or equal to 20 million unit per gram,.
	The fertilizers are applied to 2-years-old Citrus sinensis.

3. Trial Methodology

		Dig a hole with length 20cm, width 20cm and height 50cm, apply the ferilizers into the hole;
	1 kilogram of each types of fertilizers per each plant for comparison;
	The date when the fertilizers were applied: 23, June 2015;
	The trial surface area for each control set-up is 0.5 mu and 83 plants of Citrus sinensis are present.

4. Trial Result:

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

5. Experiment Analysis

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

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

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6.Our Marketing and Sales Strategy

6.1 Marketing Strategy

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

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

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

7. Customers

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

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

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

8. Product Delivery

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

8.1 Rail Transportation

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

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

8.2 Road Transportation

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

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8.3 Timing

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

.4 Logistics Arrangements and
Pricing

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

8.5 Payment Terms

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

9. Employees

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

10. Competition

10.1 Competitive Advantages

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

1.	Nature of MBF:

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		Through the life activities of microorganisms, Shanxi Lutus MBF are able to promote crop growth, improve the resistance of crops to pests, improve the quality of crops and provide soil amendment directly or indirectly.
	Our MBF can reduce the usage of chemical fertilizers and pesticides significantly and are proven more efficient than other brands of fertilizers in decomposing the existing chemical fertilizers and pesticides accumulated in soil. (See Figure 16: Trial Results and Promotion Notice of a Heilongjiang based Client and Figure 17: Trial Results of a Chongqing based Client).

2.	Patents were granted for MBF production.

		We obtained a patent of the production method of MBF in 2012.
	We also have two other patent applications pending the approval of State Intellectual Property Office in the PRC and one patent application which is in the process of PCT and is prepared to be submitted to United States Patent and Trademark Office (USPTO) for registration.
	Once the approval procedures of these patent applications are completed, we can benefit from more tax reductions under the policies of the PRC government.

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

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

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

		We have already established our phase I production facilities of 100,000 tons per annum and operations.
	We have not yet been aware that there is another significant competitor within the Shanxi Province with comparable scale or product quality. We do not guarantee that there will be no emergence of other significant competitors in the future.

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

		We have research and development capability and have successfully landed on breakthroughs with further patent applications in 2014 after the initial patent.
	We are able to perform studies on the feasibility of utilising mineral resources in other parts of China to establish production facilities outside of our initial facilities.

6.

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

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		The Action Plan of Achieving Zero Growth of Chemical Fertilizers Usage at 2020 promulgated by the Ministry of Agriculture in February, 2015.
	CPC Central Committee on National Economic and Social Development Five-Year Plan published in November, 2015.
	Certain Opinions on Implementing New Ideas of Development and Accelerating Modernization of Agriculture to Realize the Goal of Comprehensive Water Conservancy published in December, 2015 and Prevention of Soil Pollution Action Plan published in May, 2016.

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

		According to the Notice Concerning the Clarification of Enforcement Standard of Organic Fertilizers published by the State Administration of Taxation in January, 2016, taxpayers can be exempted from VAT if they engage in the production, distribution or retail of organic fertilizer products. Accordingly, we are exempted from paying the VAT tax, which is currently 17%.
	In addition, after Shanxi Lutu has obtained the above-mentioned two patents, it is believed that we will be categorized as Advanced Technology Companies and can benefit from profit tax reductions from the current rate of 25% to 15%.

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

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

10.2 Competitive Disadvantages

1.	We need to fully utilize our production capacity.

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

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2.	We have limited sales networks.

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

3.	Our research and development capability is limited.

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

11. Intellectual Property

11.1 Our Key Technology

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

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

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

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

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

Table 4 Summary of the Relevant Invention Patent of the Company

	Patent Title	Certificate / Application number		Patent holder		Date		Current status
	Bio-logical mineral compound fertiliser and production method thereof	Certificate number 1092422 Patent number ZL200910073705.5	Shanxi Lutu	Expires: 20 Jan 2019	Approved and Assigned
	Bacillus mucilaginosus and high density fermenting method thereof ()	Application Number 201410324943X	Shanxi Lutu	Applied: 9 Jul 2014	Pending
	Multi-element compound microorganism fertiliser and production method thereof ()	Application Number CN 201410324985.3	Shanxi Lutu	Applied: 9 Jul 2014	Pending
	Bacillus mucilaginosus and high-density fermentation method thereof () PCTInternational Filing	Application Number: PCT/CN2015/083366	Shanxi Lutu	Applied: 6 Jul 2015	Pending

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12. Research and Development

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

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

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

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13. Growth Strategy

13.1 Expansion of Production Capacity

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

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

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

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

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

Table 5 Existing Manufacturing Facility and its Planned Expansion

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

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Figure 18 Aerial View of the Manufacturing Facilities

14. Government Regulation

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

General Regulation of Businesses

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

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

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Regulations related to the manufacturing of
bio-fertilizers

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

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

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

	o	background information of the manufacturer;
	o	background information related to the fertilizer product;
	o	particulars of the product proving that the product meets the national or industry quality standard of the corresponding product type;
	o	labeling of the product;
	o	field trial results within the last 3 years;
	o	toxicity report; and
	o	appraisal report of the microorganism if it is microbial fertilizer.

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

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

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Foreign Currency Exchange

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

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

Dividend Distribution

Under applicable PRC regulations, FIEs in China may pay dividends
only out of their accumulated profits, if any, determined in
accordance with PRC accounting standards and regulations. In
addition, a FIE in China is required to set aside at least 10% of
its after-tax profit based on PRC accounting standards each year
to its general reserves until the cumulative amount of such
reserves reach 50% of its registered capital. These reserves are
not distributable as cash dividends.

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

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Item 1A. Risk Factors

Risk factors related to our business

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

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

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

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

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

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

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

Our limited operating history may not provide a meaningful basis
for evaluating our business. The Company entered into business in
2012. We cannot guarantee that we will achieve profitability or
that we will not incur net losses in the future. We will continue
to encounter risks and difficulties that companies at a similar
stage of development frequently experience, including the
potential failure to:

obtain sufficient working capital to support our expansion;

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

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

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

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

successfully integrate any future acquisitions; and

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Page 52 of 93

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

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

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

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

		reduction, delay or cancellation of orders from one or more of our significant customers due to a reduction in our customers’ product sales, or other reasons;
	selection by one or more of our significant customers of our competitors’ products;
	decision by one or more of our significant customers to self-produce products that are currently provided by us;
	loss of one or more of our significant customers and our failure to obtain additional or replacement customers to replace the lost sales volume; and
	failure of any of our significant customers to make timely payment for our products.

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

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

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

		our inability to integrate new operations, products, personnel, services or technologies;
	unforeseen or hidden liabilities;
	disagreement with our strategic relationship partners;

Page 53 of 93

		our inability to generate sufficient revenues to offset the costs and expenses of strategic acquisitions or other strategic relationships; and
	potential loss of, or harm to, employees or customer relationships.

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

Risk factors in doing business in China

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

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

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

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

Page 54 of 93

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

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

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

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

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

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

Page 55 of 93

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

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

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

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

Page 56 of 93

Risks Relating to the VIE Structure

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

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

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

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

If such conflicts arise, Dr. Leung may not act in our best
interests, and such conflicts of interest may not be resolved in
our favor. In addition, Dr. Leung may breach or cause Lutu
International to breach or refuse to renew the Contractual
Arrangements that allow us to exercise effective control over
Lutu International and to receive economic benefits from Lutu
International. If we cannot resolve any conflicts of interest or
disputes between us and such shareholders or any future
beneficial owners of Lutu International, we would have to rely on
arbitral or legal proceedings to remedy the situation. Such
arbitral and legal proceedings may cost us substantial financial
and other resources and result in disruption of our business, the
outcome of which may adversely affect GVBT.

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

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

Page 57 of 93

Risks Related to Our Intellectual Property

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

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

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

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

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

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

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

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

Page 58 of 93

		Others may independently develop similar or alternative technologies or duplicate any of our technologies without infringing our intellectual property rights.
	The patents of others may have an adverse effect on our business.

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

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

Our patents may be challenged under the PRC Patent
System

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

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

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

Page 59 of 93

Risks Related to the Market for Our Stock
Generally

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

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

Our common stock is subject to penny stock
rules.

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

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

Page 60 of 93

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

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

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

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

Page 61 of 93

Item 2. Financial Information

Overview

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

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

Critical Accounting Policies and Estimates

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

Going Concern

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

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

Page 62 of 93

Use of Estimates

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

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

Economic and Political risks

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

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

Foreign Currency Translation

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

Page 63 of 93

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

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

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

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

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

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

Revenue Recognition

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

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

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

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

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

Page 64 of 93

Cost of Goods
Sold

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

Selling Expenses

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

Advertising Costs

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

Leases

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

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

Page 65 of 93

Accounts Receivable

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

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

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

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

Inventories

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

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

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

Page 66 of 93

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

Property, Plant and Equipment

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

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

Land Use Rights

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

Goodwill

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

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

Long-lived Assets

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

Page 67 of 93

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

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

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

Cash and Concentration of Credit
Risk

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

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

Retirement Benefit Plans

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

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

Page 68 of 93

Income Taxes

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

Comprehensive income

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

Segment Reporting

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

Basic and diluted earnings (loss) per share

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

Page 69 of 93

Recent Pronouncements

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

Results of Operations

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

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

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

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

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

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

Page 70 of 93

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

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

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

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

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

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

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

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

Page 71 of 93

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

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

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

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

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

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

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

Liquidity and Capital Resources

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

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

Page 72 of 93

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

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

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

Summary

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

Off Balance Sheet Arrangements

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

Item 3. Properties

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

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

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

Page 73 of 93

Item 4. Security Ownership of Certain Beneficial
Owners and Management

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

		each director;
	each person known by us to own beneficially 5% or more of our Common Stock;
	each officer named in the summary compensation table elsewhere in this Current Report on Form 8-K; and
	all directors and executive officers as a group.

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

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

Page 74 of 93

Name of Beneficial Owner	Number of Shares Beneficially Owned	Percentage Beneficially Owned
Executive Officers and Directors:
Lo Kwok Leung Chief Financial Officer No. 79, Golden Bamboo Road East, Fairview Park, Yuen Long, N.T. Hong Kong		0%
Leung Kwong Tak, Michael Chairman and Director Flat G, 23/F, BLK 2 Tsuen Wan Plaza 4 Tai Pa Street, Tsuen Wan, Hong Kong	89,000,000 [1]	55.35%
Lam Ching Wan, William Chief Executive Officer and Director Flat E, 28/F, Block 1, Park Tower, 1 Kings Road, North Point, Hong Kong	6,000,000	3.73%%
Ma Wai Kin- President, Secretary, Treasurer and Director Room 3502, Chun Lai House, Hang Chun Court, No.2. Fortune Street, Cheung Sha Wan, Hong Kong	50,000,000	31.10%
Executive Officers and Directors as a Group:	145,000,000	90.18%
5% or Greater Stockholders:
Able Lead Holdings Limited / Leung Kwong Tak P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands	89,000,000	55.35%
Ma Wai Kin Room 3502, Chun Lai House, Hang Chun Court, No.2. Fortune Street, Cheung Sha Wan, Hong Kong	50,000,000	31.10%
5% or Greater Stockholders as a Group:	139,000,000	86.45%

______________

^{Leung Kwong Tak holds the shares in the name of Able Lead
Holdings Limited.}

^{Lam Ching Wan holds the shares in the name of Harcourt
Capital Limited.}

Page 75 of 93

^{Changes in Control}

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

^{Item 5. Directors and Executive
Officers}

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

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

^{Business Experience}

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

^{Dr. Leung Kwong Tak, Michael (Dr.
Leung) Chairman and Director}

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

Page 76 of 93

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

^{Lam Ching Wan, William (Mr. Lam)
Chief Executive Officer and Director}

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

^{Mr. Lam holds a Bachelors Degree of Social Science awarded
in 1980 from the Chinese University of Hong Kong. He received his
Masters Degree of Business Administration from the Chinese
University of Hong Kong in 1986. He also holds a Bachelors Degree
of Laws from the University of London awarded in 1987. He studied
at the College of Law in England, before passing the Law Societys
Final Examination of the United Kingdom in 1989.}

^{Ma Wai Kin-President, Secretary, Treasurer, and
Director}

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

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

^{Lo Kwok Leung- Chief Financial
Officer}

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

Page 77 of 93

^{Involvement in Certain Legal
Proceedings}

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

		the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
		convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
		subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
		found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Page 78 of 93

^{Committees
of the
Board of
Directors}

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

^{Corporate Governance}

^{Board Independence}

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

^{Item 6. Executive Compensation}

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

^{Stock Incentive Plan}

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

^{Employment Agreements}

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

^{Director Compensation}

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

^{Directors and Officers Liability
Insurance}

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

Page 79 of 93

^{Item 7. Certain Relationships and Related
Transactions, and Director Independence}

^{Certain Relationships and Related Party
Transactions}

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

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

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

^___________

^{(a) Common director, LEUNG Kwong Tak}

^{(b) Common shareholder, LEUNG Kwong Tak}

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

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

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

Page 80 of 93

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

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

^{Board Independence}

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

^{Item 8. Legal Proceedings}

^None.

Item 9. Market Price of and Dividends on the Registrants
Common Equity and Related Stockholder Matters

Market Information

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

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

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

Page 81 of 93

Number of Holders

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

Dividends

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

Equity Compensation Plans

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

Item 10. Recent Sales of Unregistered
Securities.

Share Issuance by the Lutu Group Entities

Qianhai Lutu

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

Page 82 of 93

Shanxi Lutu

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

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

Hong Kong Prolific

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

Light Raise Limited

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

Lutu International

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

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

Page 83 of 93

Share Exchange Agreement with Harcourt and
Woodhead

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

Share Exchange Agreement with Able Lead and Escrow
Agreement

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

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

Page 84 of 93

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

Item 11. Description of Registrants Securities to be
Registered.

Authorized Capital Stock

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

Common Stock

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

Pre-emptive Rights

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

Warrants

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

Page 85 of 93

Options

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

Convertible Securities

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

Stock Transfer Agent

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

Clearwater, FL 33760.

Item 12. Indemnification of Officers and
Directors.

According to our bylaws:

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

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

Page 86 of 93

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

Item 13. Financial Statements and Supplementary
Data.

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

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

None.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements.

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

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

Page 87 of 93

(b) Exhibits.

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

ITEM 3.02 UNREGISTERED SALES OF EQUITY
SECURITIES.

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

ITEM 4.01 CHANGES IN REGISTRANTS
CERTIFYING ACCOUNTANT.

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

Page 88 of 93

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

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

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

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

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

ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT

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

Page 89 of 93

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

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

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

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

ITEM 5.06 CHANGE IN SHELL COMPANY STATUS

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

Page 90 of 93

About GREEN VISION BIOTECHNOLOGY CORP. (OTCMKTS:GVBT)

Green Vision Biotechnology Corp., formerly Vibe Wireless Corp., is a shell company. The Company is focused in the process of exploring business opportunities. The Company focuses on identifying business opportunities to either develop and market products and services, enter into strategic alliances and relationships, or acquire existing companies or assets in selected markets. The Company has not generated any revenues.

GREEN VISION BIOTECHNOLOGY CORP. (OTCMKTS:GVBT) Recent Trading Information

GREEN VISION BIOTECHNOLOGY CORP. (OTCMKTS:GVBT) closed its last trading session at 0.0000 with shares trading hands.