As filed with the Securities and Exchange Commission on May 12, 2006
Registration No. ___
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
Echelon Acquisition Corp.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of (Primary Industrial Code) (I.R.S. Employer
incorporation or organization) Identification No.)
Telephone: +86 451 86810508
(Address and telephone number of principal executive offices)
No. 7, BohaiSanLu, Development Zone, Pingfang Industrial Area,
Harbin, Heilongjiang Province, China
(Address of principal place of business or intended principal place of
business)
Copies to:
Charles Law
King and Wood LLP
650 Page Mill Road
Palo Alto, CA 94304
Approximate date of proposed sale to the public: As soon as practicable after
the effective date of this registration statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act,
check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act Registration Statement number of the earlier effective
Registration Statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [_]
1
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
Registration Statement number of the earlier effective Registration Statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [_]
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be Amount to be Proposed maximum offering Proposed maximum aggregate Amount of
registered registered price per unit offering price registration
fee
Common Stock, $.001 par value 55,476,000 $1(1) $ 55,476,000(1) $ 5,935.93(1)
shares
Total 55,476,000 $1(1) $ 55,476,000(1) $ 5,935.93(1)
shares
(1) Calculated in accordance with Rule 457(c).
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
2
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, May 12, 2006
Echelon Acquisition Corp.
55,476,000 Shares
Common Stock
This prospectus is an offering of up to 55,476,000 shares of our common stock
by the selling shareholders.
These securities are more fully described in the section of this prospectus
titled "Description of Securities".
These securities are being registered to permit public secondary trading of the
securities offered by the selling shareholders named in this prospectus. We
will not receive any of the proceeds from the sale of the securities by the
selling shareholders.
The selling shareholders may, but are not obligated to, offer all or part of
their shares of common stock for resale from time to time through public or
private transactions, at either prevailing market prices or at privately
negotiated prices. See "Plan of Distribution."
There is currently no public market for our common stock shares. After the
filing of this Prospectus, we intend to request our common stock be quoted on
the OTC Bulletin Board and trade our securities in the secondary market.
INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE
OUR SECURITIES ONLY IF YOU CAN AFFORD A COMPLETE LOSS OF YOUR INVESTMENT. SEE
"RISK FACTORS" BEGINNING AT PAGE [8].
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The date of this prospectus is May 12, 2006
3
ECHELON ACQUISITION CORP.
TABLE OF CONTENTS
Page
Prospectus Summary 5
Risk Factors 8
Use of Proceeds 23
Market for Common Equity and Related Shareholder Matters 23
Management's Discussion and Analysis or Plan of Operation 23
Business 31
Management 40
Director and Executive Compensation 41
Certain Relationships and Related Transactions 42
Security Ownership of Certain Beneficial Owners and Management 43
Selling Security Holders 44
Description of Securities 87
Plan of Distribution 89
Legal Matters 91
Experts 91
Changes In and Disagreements With Accountants on Accounting and Financial Disclosure 91
Where You Can Find Additional Information 91
Financial Statements
OT logo, OT logo, OuTi, OuTi logo are trademarks or logos of Harbin OT
Pharmaceutical Co., Ltd., ("OT China"), our indirect subsidiary. All other
brand names or trademarks appearing in this prospectus are the property of
their respective holders.
You should rely only on the information contained in this prospectus in
deciding whether to purchase the securities. We have not authorized anyone to
provide information different from that contained in this prospectus. The
information contained in the prospectus is accurate only as of the date of this
prospectus, regardless of the time of delivery of this prospectus or of any
sale of securities. Our business, financial condition, results of operations,
and prospects may have changed since that date.
The information contained in this prospectus is not complete and is subject to
change. The selling shareholders are not permitted to sell securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities, nor is it
a solicitation of an offer to buy these securities in any state where the offer
or sale is not permitted.
4
PROSPECTUS SUMMARY
This summary highlights selected information about Echelon Acquisition Corp.
and the offering that is contained elsewhere in this prospectus. You should
read the entire prospectus before making an investment decision, especially the
information presented under the heading "Risk Factors" on page [8] and the
financial statements and related notes included elsewhere in this prospectus,
as well as any other documents to which we refer you. Except as otherwise
indicated by context, references in this prospectus to "we," "us," "our" or the
"Company" are to the combined business of Echelon Acquisition Corp. (the
"EAC"), its wholly owned direct subsidiaries including Asia Biotechnology Group
Inc. a BVI company (the "ABG") and Harbin OT Pharmaceutical Co., Limited, a
Samoa company (the "OT Samoa"), and ABG's subsidiary, OT China, a PRC
company, in each case do not include the selling shareholders. References to
"China" or to the "PRC" are references to the People's Republic of China. This
prospectus contains forward-looking statements and information about us. See
"Forward-Looking Statements" on page [22].
OUR COMPANY
OVERVIEW
ECHELON ACQUISITION CORP.
Echelon Acquisition Corp. was originally incorporated on July 27, 2004 under
the laws of the State of Delaware and fell within the definition of a "blank
check" corporation contained in Section (7) (b) (3) of the Securities Act of
1933, as amended. Since inception we had been seeking to engage in a merger
with or acquisition of a company which desires to become a reporting company
whose securities are qualified for trading in the United States secondary
market. Before the merger with ABG and OT Samoa, we had no operations and
only minimal liabilities.
On May 8, 2006, we entered into a triangular Agreement and Plan of
Reorganization (the "Agreement") with ABG and OT Samoa. Pursuant to this
Agreement, we acquired one issued and outstanding share of ABG from the sole
Shareholder of ABG in exchange for 23,296,000 shares of our common stock; and
all of 20,000,000 issued and outstanding shares of OT Samoa from their
shareholders in exchange for a total of 23,296,000 shares of our common stock.
Immediately after the merger, the former shareholder of ABG and former
shareholders of OT Samoa respectively own 40 percent of the shares of the
Company's common stock ( the "Reorganization").
Our principal executive office is located at No. 7, BohaiSanLu, Development
Zone Pingfang Industrial Area, Harbin, Heilongjiang Province, China.
5
ASIA BIOTECHNOLOGY GROUP INC.
ABG is one of the Company's wholly owned subsidiaries, which was incorporated
on March 21, 2005 under the laws of the British Virgin Islands. Far Grand
Investment Limited, a company organized under the laws of Cayman Islands (the
"Far Grand") is the sole shareholder of ABG.
As of October 17, 2005, ABG entered into a stock transfer agreement with 5
shareholders of OT China. Pursuant to this agreement, ABG acquired 60% of the
equity interests in OT China. OT China accordingly became a Sino-foreign joint
venture as defined by the PRC laws.
HARBIN PHARMACEUTICAL CO., LTD. (OT CHINA)
OT China is ABG's subsidiary. On November 3, 2005, ABG acquired 60% of the
equity interests in OT China. After the Reorganization, OT China conducts the
Company's only business operation.
OT China's primary business is designing, manufacturing and marketing
gyneacological medicines and is mainly focused on the R&D and marketing of
feminine suppositories.
HARBIN PHARMACEUTICAL CO., LIMITED. (OT SAMOA)
OT Samoa is the Company's other wholly owned subsidiary which was incorporated
on April 13, 2005 under the laws of Samoa. This company was formed solely as a
holding company and has no operation since inception.
The chart below illustrates our corporate structure:
---------------------- ---------------------- -----------------
Company's Shareholders -------- Far Grand, The former
before the Hui Wang The former shareholder Shareholder of OT
Reorganization 1% 19% of ABG 40% Samoa 40%
---------------------- -------- ---------------------- -----------------
| | | |
| | | |
| v v |
-----------------------------------------------------------
| --------------
| 100%
| --------------
v
----------------------------------------
Echelon Acquisition Corp.
58,240,000 shares of common stock issued
and outstanding
----------------------------------------
| |
| ------- ------- |
| 100% 100% |
| ------- ------- |
| |
v v
----------------------------- -----------------------------
Asia Biotechnology Group Inc. Harbin OT Pharmaceutical
(ABG) Co., Ltd. (OT Samoa)
----------------------------- -----------------------------
|
| -------
| 60%
| -------
| -------
| 40%
v -------
----------------------------- -------------
Harbin OT Pharmaceutical <---------- 5 Individuals
Co., Ltd. (OT China) -------------
-----------------------------
6
THE OFFERING
Common stock outstanding prior to the offering 58,240,000 shares
Common stock to be offered by the selling shareholders 55,476,000 shares
Common stock to be outstanding after the offering 58,240,000 shares
Use of Proceeds We will receive no proceeds
from the sale of shares of
common stock in this
offering.
7
RISK FACTORS
This offering involves a high degree of risk. You should carefully consider the
risks described below before making a decision to buy our common stock. If any
of the following risks actually occurs, our business could be harmed. In that
case, the trading price of our common stock could decline, and you may lose all
or part of your investment. You should also refer to the other information in
this prospectus, including our financial statements and the related notes.
Except for historical information, the information in this prospectus contains
"Forward-looking" statements about our expected future business and
performance. Our actual operating results and financial performance may prove
to be very different from what we have predicted as of the date of this
prospectus. The risks described below address all material risks to us and our
investors, as currently known to us. Notwithstanding the above, Section 27A of
the Securities Act and Section 21E of the Securities Exchange Act expressly
state that the safe harbor for forward looking statements does not apply to
companies that issue securities that meet the definition of a penny stock as
such, the safe harbor for forward looking statements does not apply to us.
The following risk factors are referring to the business of OT China, as it is
the only operation of the Company.
RISKS RELATED TO OUR BUSINESS AND INDUSTRY
WE HAVE HISTORICALLY LOST MONEY AND LOSSES MAY CONTINUE IN THE FUTURE
OT China has incurred a continuous operating loss since inception and had
accumulated deficit of $141,837 in 2004 and $213,601 in 2005. We anticipate
that we will continue to incur operating losses in the foreseeable future, due
to the increase of capital expenditures, development costs, and marketing
costs, among other things. We may not be able to validate and market products
that will generate significant revenues, unless we successfully implement our
revised business plan and achieve a success by the future operating. If we
failed to change our present situation of loss, our stocks would likely result
in a lower stock price. In addition, any revenues that we may generate may be
insufficient for us to become profitable.
WE MAY NEED TO RAISE ADDITIONAL CAPITAL WITHIN THE NEXT TWELVE MONTHS TO FUND
OUR OPERATIONS AND FAILURE TO RAISE ADDITIONAL CAPITAL MAY FORCE US TO DELAY,
REDUCE, OR ELIMINATE OUR PRODUCT DEVELOPMENT PROGRAMS
Due to the large funds required for research, development, manufacturing and
the subsequent marketing of products, the pharmaceutical industry is extremely
capital intensive. The industry is characterized by large receivable turnovers,
which signifies that we will need more working capital as our revenues
increase. We have traditionally been committed to developing and manufacturing
chemical medicines and Chinese traditional medicine. It is likely that we will
8
need to raise additional capital within the next twelve months. Additional
capital may be needed for the development of new products or product lines,
financing of general and administrative expenses, licensing or acquisition of
additional technologies, and marketing of new or existing products. There are
no assurances that we will be able to raise the appropriate amount of capital
needed for our future operations. Failure to obtain funding when needed may
force us to delay, reduce, or eliminate our product development programs.
WE RELY ON SUPPLIERS WHO ARE OUTSIDE OUR CONTROL AND ANY DISRUPTION WITH OUR
SUPPLIERS COULD DELAY PRODUCT SHIPMENTS AND ADVERSELY AFFECT OUR BUSINESS
OPERATIONS AND PROFITABILITY
We rely upon certain suppliers who are outside our control. By the end of 2005,
we have developed limited relationships with 21 suppliers for raw materials and
21 suppliers for drug packaging materials. We cannot control the timing or
resources that they devote to our products. Although we believe that
alternative suppliers are available to supply materials, should any of these
current suppliers fail to devote sufficient resources and time and to our drug
manufacture or increase their prices of materials supplied, it could delay
product shipments and adversely affect our business operations and
profitability.
WE MAY UNDERTAKE ACQUISITIONS IN THE FUTURE, AND ANY DIFFICULTIES IN
INTEGRATING THESE ACQUISITIONS MAY DAMAGE OUR PROFITABILITY
In the future, we may acquire additional businesses or products that complement
our existing business and expand our business scale. The integration of new
businesses and products may prove to be an expensive and time consuming
procedure. We can offer no assurance that we will be able to successfully
integrate the newly acquired businesses and products or operate the acquired
business in a profitable manner. Failure to locate an appropriate M&A target or
failure to successfully integrate and operate acquired businesses and products
may adversely impact our operations and profits.
THE FAILURE TO MANAGE GROWTH EFFECTIVELY COULD HAVE AN ADVERSE EFFECT ON OUR
BUSINESS, FINANCIAL CONDITION, AND RESULTS OF OUR OPERATIONS
We expect to expand our employee base for managerial, operational, financial,
and other purposes. The continued future growth will impose significant added
responsibilities upon the members of management to identify, recruit, maintain,
integrate, and motivate new employees. Aside from increased difficulties in the
management of human resources, we may also encounter working capital issues, as
we need increased liquidity to finance the purchases of raw materials and
supplies, research and development of new products, acquisition of new
businesses and technologies, and the hiring of additional employees. For
effective growth management, we will be required to continue improving our
operations, management, and financial systems and control. Our failure to
manage growth effectively may lead to operational and financial inefficiencies
9
that will have a negative effect on the Company's profitability.
WE ARE DEPENDENT ON CERTAIN KEY PERSONNEL AND LOSS OF THESE KEY PERSONNEL COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
Our success is, to a certain extent, attributable to the management, sales and
marketing, and pharmaceutical factory operational expertise of key personnel.
In particular, Ms. Meng Yan, Mr. Changfu Gong and Ms. Jieying Lu,
who jointly perform key functions in the operation of OT China. OT China has
entered into employment agreements with all of these individuals. Ms. Meng Yan
acts as OT China's Assistant General Manager from January 1, 2006 to December
31, 2008. Mr. Changfu Gong acts as the Assistant General Manager for a term
from January 1, 2006 to December 31, 2008. Ms. Jieying Lu acts as the chief
engineer from January 1, 2006 to December 31, 2008. There can be no assurance
that we will be able to retain these officers after the term of their
employment contracts expire. The loss of any one of these officers could have
a material adverse effect upon our business, financial condition, and results
of operations. We must attract, recruit and retain a sizeable workforce of
technically competent employees. Our ability to effectively implement our
business strategy will depend upon, among other factors, the successful
recruitment and retention of additional highly skilled and experienced
management and other key personnel. We cannot assure that we will be able to
hire or retain such employees.
IF WE FAIL TO DEVELOP NEW PRODUCTS WITH HIGH NET PROFITS AND OUR HIGH PROFIT
MARGIN PRODUCTS ARE SUBSTITUTED BY COMPETITOR'S PRODUCTS, OUR GROSS AND NET
PROFIT WILL BE ADVERSELY AFFECTED
We have incurred losses since inception and had an accumulated deficit of
$141,837 in 2004 and $213,601 in 2005.There is no assurance that we will be
able to change our situation of continuous loss in the future. The
pharmaceutical industry is very competitive, and there may be pressure to
reduce sale prices of products without a corresponding decrease in the price of
raw materials. To the extent that we fail to develop new products with high
profit margins and our high profit margin products are substituted by
competitors' products, our net profits will decrease continuously.
WE FACE COMPETITION IN THE PHARMACEUTICAL INDUSTRY AND SUCH COMPETITION COULD
CAUSE OUR SALES REVENUE AND PROFITS TO DECLINE
According to the State Food and Drug Administration of China , or the SFDA,
there were approximately 5,071 pharmaceutical manufacturing companies in the
PRC as of the end of June 2004, of which approximately 3,237 manufacturers
obtained the GMP , or the Good Manufacturing Practice certificate. After GMP
certification became a mandatory requirement on July 1, 2004, approximately
1,834 pharmaceutical manufacturers were forced to cease production (Source:
10
http://www.jlda.gov.cn/hyzx/showhyzx.x?id=789). Only 3,237 pharmaceutical
manufacturers with GMP certificate may continue their manufacturing operations.
The certificates, permits, and licenses required for pharmaceutical operation
in the PRC create a potential barrier for new competitors seeking entrance into
the market. Despite these obstacles, we face competitors that will attempt to
create or are marketing products in the PRC that are similar to ours. There can
be no assurance that our products will be either more effective in their
therapeutic abilities and/or be able to compete in price with that of our
competitors. Failure to do either of these may result in decreased profits for
our Company.
OUR DEVELOPMENT OF BUSINESS IS HIGHLY DEPENDENT ON CONTINUALLY DEVELOPING NEW
AND ADVANCED PRODUCTS, TECHNOLOGIES, AND PROCESSES AND FAILURE TO DO SO MAY
CAUSE US TO LOSE OUR COMPETITIVENESS IN THE PHARMACEUTICAL INDUSTRY AND MAY
CAUSE OUR PROFITS TO DECLINE
To remain competitive in the pharmaceutical industry, it is important to
continually develop new and advanced products, technologies, and processes.
There is no assurance that the competitors' new products, technologies, and
processes will not render our existing products obsolete or non-competitive.
Our competitiveness in the pharmaceutical market therefore relies upon our
ability to enhance our current products, introduce new products, and develop
and implement new technologies and processes. Our Company's failure to
technologically evolve and/or develop new or enhanced products may cause us
to lose our competitiveness in the pharmaceutical industry and may cause our
profits to decline.
THE SALE OF OUR PRODUCTS DEPENDS UPON THE DEGREE OF MARKET ACCEPTANCE AMONG THE
MEDICAL COMMUNITY AND FAILURE TO ATTAIN MARKET ACCPETANCE AMONG THE MEDICAL
MAY HAVE AN ADVERSE IMPACT ON OUR OPERATIONS
The sale of our products depends upon the degree of market acceptance among the
medical community. Even if our products are approved by the SFDA, there is no
assurance that physicians will recommend our products to patients, or patients
will accept and use them. Furthermore, a product's prevalence and use at
hospitals may be contingent upon our relationship with the medical community.
The acceptance of our products among the medical community may depend upon
several factors, including but not limited to, the product's acceptance by
physicians and patients as a safe and effective treatment, cost effectiveness,
potential advantages over alternative treatments, and the prevalence and
severity of side effects. Failure to attain market acceptance among the medical
community may have an adverse impact on our operations.
The Company's current revenues are primarily derived from the sales of feminine
suppository to Red Cross Society in China, which helps treating women who have
different types of gynecological infections. However, we can not assure this
sales relationship would be maintained in the future. The Company also plans to
11
expand its operations to different provinces in PRC, however, such expansion
has not been commenced and there are no assurances that the Company will be
able to achieve such an expansion successfully.
WE ENJOY CERTAIN PREFERENTIAL TAX CONCESSIONS AND LOSS OF THESE PREFERENTIAL
TAX CONCESSIONS WILL CAUSE OUR TAX LIABILITIES TO INCREASE AND OUR
PROFITABILITY TO DECLINE
OT China enjoys preferential tax concessions as a high-tech enterprise in
China. Pursuant to the "Circular of the State Administration of Taxation of the
People's Republic of China, on Issues Concerning Some Preferential Policies for
Enterprise Income Tax", and "Procedures on Encourage the Development of
Enterprises in Harbin Economic, Technology, High and New Technology Industrial
Development Zone" released by the Management Committee of Harbin Economic
Development Zone Heilongjiang Provincial State Tax Bureau recognized and
approved OT China's status as a high and new technology enterprise and thus
from the year 2001 to 2008, OT China is entitled to enjoy a cash refund
equals to the building tax and land use tax it has paid.
All the above-mentioned preferential tax treatments will be expired in 2008 and
there is no assurance that the similar preferential tax treatment would be
applicable. OT China's tax liabilities will increase and its profits may
accordingly decline if the preferential tax treatments are no longer applicable
or available after 2008.
WE MAY BE SUBJECT TO THE PRC'S PRICE CONTROL OF DRUGS WHICH MAY LIMIT OUR
PROFITABILITY AND EVEN CAUSE US TO STOP MANUFACTURING CERTAIN PRODUCTS
The State Development and Reform Commission ("SDRC") of the PRC and the price
administration bureaus of the relevant provinces of the PRC in which the
pharmaceutical products are manufactured are responsible for the retail price
control over our pharmaceutical products. The SDRC sets the price ceilings for
certain pharmaceutical products in the PRC. Four of our products, Econazole
Nitrate Suppositories (1*3*0.15g), Econazole Nitrate Suppositories (1*6*0.15g),
Clotrimazole Suppositories (1*3*0.15g) and Clotrimazole Suppositories
(1*6*0.15g) are subject to such price control as of the date of this
Prospectus. Although our other products have not been subject to such price
control as of the date of this Prospectus, there is no assurance that these
products will remain unaffected by it. Where other products are subject to a
price ceiling, we will need to adjust the product price to meet the
requirement and to accommodate for the pricing of competitors in the
competition for market share. The price ceilings set by the SDRC may limit our
profitability, and in some instances, such as where the price ceiling is below
production costs, may cause us to stop manufacturing certain products.
12
OUR CERTIFICATES, PERMITS, AND LICENSES ARE SUBJECT TO GOVERNMENTAL CONTROL AND
RENEWAL AND FAILURE TO OBTAIN RENEWAL WILL CAUSE ALL OR PART OF OUR OPERATIONS
TO BE TERMINATED
Our Company is subject to various PRC laws and regulations pertaining to the
pharmaceutical industry. Our Company has attained certificates, permits, and
licenses required for the operation of a pharmaceutical enterprise and the
manufacturing of pharmaceutical products in the PRC. We originally obtained the
Medicine Production Permit in January 2001, which was valid until December 31,
2005. On January 1, 2006, we extended this permit for 5 years through December
31, 2010. When the permit expires, our Company will not be able to operate
medicine production, which will cause our operations to be terminated. We have
obtained a GMP certificate which is effective through February 13, 2008. The
pharmaceutical production permit and GMP certificate are valid for a term of
five years and must be renewed before their expiration. During the renewal
process, we will be re-evaluated by the appropriate governmental authorities
and must comply with the then prevailing standards and regulations which may
change from time to time. In the event that we are not able to renew the
certificates, permits and licenses, all or part of our operations may be
terminated. Furthermore, if escalating compliance costs associated with
governmental standards and regulations restrict or prohibit any part of our
operations, it may adversely affect our operation and profitability.
IF OUR PRODUCTS FAIL TO RECEIVE REGULATORY APPROVAL OR ARE SEVERELY LIMITED IN
THE PRODUCTS SCOPE OF USE, WE MAY BE UNABLE TO RECOUP CONSIDERABLE RESEARCH AND
DEVELOPMENT EXPENDITURES
We have obtained the SFDA approvals for 9 kinds of our total medicine products.
Our other six product candidates are under the stage of research and
development. In China, pharmaceutical products are subject to the
regulatory approval of the SFDA. The regulatory approval procedure for
pharmaceuticals can be quite lengthy, costly, and uncertain. Depending upon the
discretion of the SFDA, the approval process may be significantly delayed by
additional clinical testing and require the expenditure of resources not
currently available; in such an event, it may be necessary for us to abandon
our application. Even where approval of the product is granted, it may contain
significant limitations in the form of narrow indications, warnings,
precautions, or contra-indications with respect to conditions of use. If
approval of our product is denied, abandoned, or severely limited in terms of
the scope of product use, it may result in the inability to recoup
considerable research and development expenditures.
OUR RESEARCH AND DEVELOPMENT MAY BE COSTLY AND/OR UNTIMELY AND THERE ARE NO
ASSURANCES THAT OUR RESEARCH AND DEVELOPMENT WILL EITHER BE SUCCESSFUL OR
COMPLETED WITHIN THE ANTICIPATED TIMEFRAME, IF EVER
The research and development of our new and existing products and their
subsequent commercialization plays an important role in our success. There are
six medicines that are currently under research and development, including
13
Azithromycin Suppositories, Ciprofloxacin Lactate Suppositories, Shehuang
Lotion, OT mate Lotion, Shen Qi Lotion and New Cell Growth Factors. The
research and development of new products is costly and time consuming, and
there are no assurances that our research and development of new products will
either be successful or completed within the anticipated timeframe, if ever at
all. There are also no assurances that if the product is developed, it will
lead to successful commercialization.
WE CANNOT GAURANTEE THE PROTECTION OF OUR INTELLECTUAL PROPERTY RIGHTS AND IF
INFRINGEMENT OR COUNTERFEITING OF OUR INTELLECTUAL PROPERTY RIGHTS OCCURS, OUR
REPUTATION AND BUSINESS MAY BE ADVERSELY AFFECTED
To protect the reputation of our products, we have registered and applied for
registration of 21 trademarks or logos in the PRC where we have a major
business presence. Please refer to the paragraph headed "Intellectual property
rights" in the Business section of this Prospectus on page [35].
All of our products are sold under these trademarks. As of the date of this
Prospectus, we have not experienced any infringements of such trademarks for
sales of pharmaceutical products and as of the date of this Prospectus, the
directors were not aware of any infringement of our intellectual property
rights. However, there is no assurance that there will not be any infringement
of our brand name or other registered trademarks or counterfeiting of our
products in the future. Should any such infringement or counterfeiting occur,
our reputation and business may be adversely affected. We may also incur
significant expenses and substantial amounts of time and effort to enforce our
intellectual property rights in the future. Such diversion of our resources may
adversely affect our existing business and future expansion plans.
WE MAY SUFFER AS A RESULT OF PRODUCT LIABILITY OR DEFECTIVE PRODUCTS
We may produce medicines which inadvertently have an adverse pharmaceutical
effect on the health of individuals despite proper testing. Existing PRC laws
and regulations do not require us to maintain third party liability insurance
to cover product liability claims. However, if a product liability claim is
brought against us, it may, regardless of merit or eventual outcome, result in
damage to our reputation, breach of contract with our customers, decreased
demand for our products, costly litigation, product recalls, loss of revenue,
and the inability to commercialize some products. We currently are not aware of
any existing or anticipated product liability claims with respect to our
products.
14
RISKS RELATED TO DOING BUSINESS IN CHINA
OT China operates from facilities located in China. Accordingly, its operations
must conform to governmental regulations and rules of China.
THE PRC LEGAL SYSTEM HAS INHERENT UNCERTAINTIES THAT COULD LIMIT THE LEGAL
PROTECTIONS AVAILABLE TO US
The Chinese legal system is a civil law system based on written statutes.
Unlike common law systems, it is a system in which decided legal cases have
little precedent value. In the late 1970s, the Chinese government began to
promulgate a comprehensive system of laws and regulations governing commercial
matters. The overall effect of legislation enacted over the past 20 years has
significantly enhanced the protections afforded to foreign-invested enterprises
in China. However, these laws, regulations, and legal requirements are
relatively recent and are evolving rapidly, and their interpretation and
enforcement involve uncertainties. These uncertainties could limit the legal
protections available to foreign investors.
The practical effect of the PRC's legal system on our business operations in
China can be viewed from two separate but intertwined considerations:
First, as a matter of the substantive law, the PRC laws regarding the Sino-
foreign Equity Joint Ventures provide significant protection from government
interference. In addition, these laws guarantee the full benefit of corporate
articles and contracts to Sino-foreign Equity Joint Venture participants. These
laws, however, do impose standards concerning corporate formation and
governance, which are not qualitatively different from the corporation laws
found in the United States. Similarly, PRC accounting laws mandate accounting
practices which may not be consistent with the US Generally Accepted Accounting
Principles. China accounting laws require that an annual "statutory audit" be
performed in accordance with PRC accounting standards and that the books of
account of Sino-foreign Equity Joint Venture be maintained in accordance with
Chinese accounting laws. Article 78 of the Regulations for the Implementation
of the Law of the People's Republic of China on Chinese-foreign Equity Joint
Ventures requires a Sino-foreign Equity Joint Venture to submit certain
periodic fiscal reports and statements to designated financial and tax
authorities.
Second, while the enforcement of substantive rights may appear less clear than
United States procedures, Sino-foreign Equity Joint Ventures are Chinese
registered companies that enjoy the same status as other Chinese registered
companies in business-to-business dispute resolutions. The Chinese legal
infrastructure is significantly different in operation from its United States
counterpart, and may present a significant impediment to the operation of Sino-
foreign Equity Joint Ventures.
PRC ECONOMIC REFORM POLICIES OR NATIONALIZATION COULD RESULT IN A TOTAL
INVESTMENT LOSS IN OUR COMMON STOCK
Since 1979, the Chinese government has reformed its economic policies. Because
many reforms are unprecedented or experimental, they are expected to be refined
and improved.
15
Other political, economic and social factors, such as political
changes, changes in the rates of economic growth, unemployment or inflation, or
in the disparities in per capita wealth between regions within China, could
lead to further readjustment of the reform measures. This refining and
readjustment process may negatively affect our operations.
Although the Chinese government owns the majority of productive assets in
China, in the past several years the government has implemented economic reform
measures that emphasize decentralization and encourage private economic
activity. Because these economic reform measures may be inconsistent or
ineffectual, there are no assurances that:
- We will be able to capitalize on economic reforms;
- The Chinese government will continue its pursuit of economic reform
policies;
- The economic policies, even if pursued, will be successful;
- Economic policies will not be significantly altered from time to
time; and
- Business operations in China will not become subject to the risk of
nationalization.
Over the last few years, China's economy has registered high growth rates.
Recently, there have been indications that rates of inflation have increased.
In response, the Chinese government recently has taken measures to curb this
excessively expansive economy. These measures have included restrictions on the
availability of domestic credit, reducing the purchasing capability of some of
its customers, and limited recentralization of the approval process for
purchases of certain foreign products. These austere measures alone may not
succeed in slowing down the economy's excessive expansion or control inflation,
and may result in severe dislocations in the Chinese economy. The Chinese
government may adopt additional measures to further combat inflation, including
the establishment of freezes or restraints on certain projects or markets.
These measures may adversely affect our operations.
There can be no assurance that the reforms to China's economic system will
continue or that we will not be adversely affected by changes in China's
political, economic, and social conditions and by changes in policies of the
Chinese government, such as changes in laws and regulations, measures which may
be introduced to control inflation, changes in the rate or method of taxation,
imposition of additional restrictions on currency conversion and remittance
abroad, and reduction in tariff protection and other import restrictions.
YOU MAY EXPERIENCE DIFFICULTIES IN EFFECTING SERVICE OF LEGAL PROCESS,
ENFORCING FOREIGN JUDGMENTS OR BRINGING ORIGINAL ACTIONS IN THE PRC BASED ON
U.S. OR OTHER FOREIGN LAWS AGAINST OUR MANAGEMENT AND US
OT China, our operating company, is incorporated under the laws of the PRC, and
substantially all of our assets are located in the PRC. In addition, many of
our directors, managers, and executive officers reside within the PRC, and
substantially all of the assets of these persons are located within the PRC. As
a result, it may not be possible to effect service of process within the United
16
States or elsewhere outside the PRC upon certain directors, supervisors or
executive officers, including with respect to matters arising under U.S.
federal securities laws or applicable state securities laws. Moreover, the PRC
does not have treaties providing for the reciprocal recognition and enforcement
of judgments of courts with the United States, the United Kingdom, Japan or
many other countries. As a result, recognition and enforcement in the PRC of
judgments of a court in the United States and any of the other jurisdictions
mentioned above in relation to any matter may be difficult or impossible.
Furthermore, an original action may be brought in the PRC against us, our
directors, managers, or executive officers only if the actions are not required
to be arbitrated by PRC law and OT China's articles of association, and only if
the facts alleged in the complaint give rise to a cause of action under PRC
law. In connection with any such original action, a PRC court may award civil
liability, including monetary damages.
BECAUSE WE RECEIVE SUBSTANTIALLY ALL OF OUR REVENUE IN RENMINBI, WHICH
CURRENTLY IS NOT A FREELY CONVERTIBLE CURRENCY, AND THE GOVERNMENT CONTROLS THE
CURRENCY CONVERSION AND THE FLUCTUATION OF THE RENMINBI, WE ARE SUBJECT TO
CHANGES IN THE PRCS' POLITICAL AND ECNOMONIC DECISIONS
We receive substantially all of our revenues in Renminbi, which currently is
not a freely convertible currency. The Chinese government may, at its
discretion, restrict access in the future to foreign currencies for current
account transactions.
The value of the Renminbi against the U.S. dollar and other currencies
fluctuates and is affected by, among other things, changes in the PRC's
political and economic conditions. Since 1994, the conversion of Renminbi into
foreign currencies, including Hong Kong and U.S. dollars, has been based on
rates set by the People's Bank of China, which are set daily based on the
previous day's inter-bank foreign exchange market rates and current exchange
rates on the world financial markets. Since 1994, the official exchange rate
for the conversion of Renminbi to U.S. Dollars generally has been stable. Any
devaluation of the Renminbi, however, may materially and adversely affect the
value of, and any dividends payable on, our shares in foreign currency terms,
since we will receive substantially all of our revenues, and express our
profits, in Renminbi. Our financial condition and results of operations also
may be affected by changes in the value of certain currencies other than the
Renminbi. Our results of operation may be adversely affected by changes in the
political and social conditions in the PRC, and changes in governmental
policies with respect to laws and regulations, anti-inflationary measures,
currency conversion and remittance abroad, and rates and methods of taxation,
among other things.
THE GROWTH OF THE CHINESE ECONOMY HAS BEEN UNEVEN ACROSS GEOGRAPHIC REGIONS AND
ECONOMIC SECTORS, AND A DOWNTURN IN CERTAIN REGIONS IN WHICH WE DO BUSINESS OR
IN OUR ECONMIC SECTOR WOULD SLOW DOWN OUR GROWTH AND PROFITABILITY
17
The growth of the Chinese economy has been uneven across geographic regions and
economic sectors. For example, during the years between 1978 and 2000, the per
capital GDP growth rate of Fujian Province in Southeastern China was 12% while
that of Gansu Province in Northwestern China was 5.3% (Source: New China
Statistical Materials Compilation for 50 Years and 2001 China Annual
Statistics). There can be no assurance that growth of the Chinese economy will
be steady or that any downturn will not have a negative effect on our business.
Our profitability may decrease due to a downturn in the Chinese economy. More
specifically, the expansion of our sales area in the less economically
developed central and western provinces of China will depend on those provinces
achieving certain income levels.
ANY OCCURRENCE OF SERIOUS INFECTIOUS DISEASES, SUCH AS RECURRENCE OF SEVERE
ACUTE RESPIRATORY SYNDROME (SARS) CAUSING WIDESPREAD PUBLIC HEALTH PROBLEMS,
COULD ADVERSELY AFFECT OUR BUSINESS AND RESULTS OF OPERATIONS
A renewed outbreak of SARS or other widespread public health problems in China,
where all of our revenue is derived, and in Heilongjiang, where our operations
are headquartered, could have a negative effect on our operations. Our
operations may be impacted by a number of public health-related factors,
including the following:
o quarantines or closures of our factories or subsidiaries which would
severely disrupt its operations;
o the sickness or death of the key officers and employees; and
o general slowdown in the Chinese economy.
Any of the foregoing events or other unforeseen consequences of public health
problems could adversely affect our business and results of operations.
WE ARE SUBJECT TO THE ENVIRONMENTAL PROTECTION LAWS OF THE PRC
Our manufacturing process may produce by-products such as effluent and noise,
which are harmful to the environment. We are subject to multiple laws governing
environmental protection, such as "The Law on Environmental Protection in the
PRC" and "The Law on Prevention of Effluent Pollution in the PRC", as well as
standards set by the relevant governmental bodies determining the
classification of different wastes and proper disposal. We have properly passed
the environmental examination on January 10, 2006. There is no assurance that
we will pass the environmental examinations in future.
China is experiencing substantial problems with environmental pollution.
Accordingly, it is likely that the national, provincial and local governmental
agencies will adopt stricter pollution controls. There can be no assurance that
future changes in environmental laws and regulations will not impose costly
18
compliance requirements on us or otherwise subject us to future liabilities.
Our business's profitability may be adversely affected if additional or
modified environmental control regulations are imposed upon us.
RECENT PRC REGULATIONS RELATING TO ACQUISITIONS OF PRC COMPANIES BY FOREIGN
ENTITIES MAY LIMIT OUR ABILITY TO ACQUIRE PRC COMPANIES AND ADVERSELY AFFECT
THE IMPLEMENTATION OF OUR STRATEGY AS WELL AS OUR BUSINESS AND PROSPECTS
In November, 2005, the PRC State Administration of Foreign Exchange (the
"SAFE") issued the Circular on Issues Related to the Administration of Foreign
Exchange for Corporate Financing through Offshore Special Purpose Vehicles and
Round-trip Investment by Domestic Residents, which has set forth explicit
regulations concerning the formalities related to establishing offshore special
purpose vehicle (the "SPV") and round-trip investment by Chinese residents.
Pursuant to this circular, a PRC resident must submit a registration form to
the local SAFE branch with respect to his or her ownership interests in the
offshore company, and must also file an amendment to such registration if the
offshore company experiences material events, such as changes in the share
capital, share transfer, mergers and acquisitions, spin-off transactions or use
of assets in China to guarantee offshore obligations. The circular also
provides that failure to comply with the registration procedures set forth
therein may result in a restriction on the PRC companies' ability to distribute
profits to its offshore parent company.
To date, it is still uncertain how this circular will be interpreted or
implemented. We cannot predict how they will affect our business operations or
future strategy. For example, we may be subject to more stringent review and
approval processes with respect to our foreign exchange activities, such as
remittance of dividends and foreign-currency-denominated borrowings, which may
adversely affect our results of operation and financial condition. In addition,
if we decide to acquire a PRC company by stocks, we cannot assure that the
owners of such company, as the case may be, will be able to complete the
necessary approval, filings and registrations for the acquisition. This may
restrict our ability to implement our acquisition strategy and adversely affect
our business and prospects.
OUR BUSINESS MAY BE ADVERSELY AFFECTED AS A RESULT OF CHINA'S ENTRY INTO THE
WORLD TRADE ORGANIZATION ("WTO") BECAUSE THE PREFERENTIAL TAX TREATMENTS
AVAILABLE TO US MAY BE DISCONTINUED AND FOREIGN PHARMACEUTICAL MANUFACTURERS
MAY COMPETE WITH US IN THE PRC PHARMACEUTIAL INDUSTRY
The PRC became a member of the WTO on December 11th, 2001. The current tax
benefits enjoyed by our Company may be regarded as unfair treatment by other
members of the WTO. Accordingly, the preferential tax treatments available to
us may be discontinued. In such circumstances, our profitability may be
adversely affected. In addition, we may face additional competition from
foreign pharmaceutical manufacturers if they set up their production facilities
19
in the PRC or form Sino-foreign joint ventures with our competitors in the PRC.
In the event that we fail to maintain our competitiveness against these
competitors, our profitability may be adversely affected.
RISKS RELATED TO OUR COMMON STOCK
THERE IS NO MARKET FOR OUR COMMON STOCK
We intend to apply for a listing of our common stock on the Over-the-Counter
Bulletin Board, but have not yet done so. To be listed on the OTCBB, we
will have to comply with the requirement of material information regarding the
issuer's finances, business and other information. There can be no assurance
that the application for our common stock will be approved, or that if it is
approved and listed, there can be no assurance that an active trading market
will be maintained. We cannot assure you that our common stock will ever be
included for trading on any stock exchange or through any other quotation
system (including, without limitation, the NASDAQ Stock Market).
THE MARKET PRICE FOR OUR COMMON STOCK MAY BE VOLATILE WHICH COULD RESULT IN A
COMPLETE LOSS OF YOUR INVESTMENT
The market price for our common stock is likely to be highly volatile and
subject to wide fluctuations in response to factors including the following:
o actual or anticipated fluctuations in our quarterly operating
results,
o announcements of new products by us or our competitors,
o changes in financial estimates by securities analysts,
o conditions in the pharmaceutical market,
o changes in the economic performance or market valuations of other
companies involved in pharmaceutical production,
o announcements by our competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments,
o additions or departures of key personnel, or
o potential litigation,
In addition, the securities markets have from time to time experienced
significant price and volume fluctuations that are not related to the operating
performance of particular companies. These market fluctuations may also
materially and adversely affect the market price of our common stock.
WE MAY ISSUE ADDITIONAL SHARES OF OUR CAPITAL STOCK TO RAISE ADDITIONAL CASH
FOR WORKING CAPITAL. IF WE ISSUE ADDITIONAL SHARES OF OUR CAPITAL STOCK, OUR
SHAREHOLDERS WILL EXPERIENCE DILUTION IN THEIR RESPECTIVE PERCENTAGE OWNERSHIP
IN US
We may issue additional shares of our capital stock to raise additional cash
for working capital. If we issue additional shares of our capital stock, our
shareholders will experience dilution in their respective percentage ownership
in us.
20
A LARGE PORTION OF OUR COMMON STOCK IS CONTROLLED BY A SMALL NUMBER OF
SHAREHOLDERS AND AS A RESULT, THESE SHAREHOLDERS ARE ABLE TO INFLUENCE THE
OUTCOME OF SHAREHOLDER VOTES ON VARIOUS MATTERS
Two shareholders, Far Grand owns 40% of EAC Shares and Ms. Hui Wang, owns 19%
of EAC Shares. As a result, these shareholders are able to influence the
outcome of shareholder votes on various matters, including the election of
directors and other corporate transactions including business combinations. In
addition, the occurrence of sales of a large number of shares of our common
stock, or the perception that these sales could occur, may affect our stock
price and could impair our ability to obtain capital through an offering of
equity securities. Furthermore, the current ratios of ownership of our common
stock reduce the public float and liquidity of our common stock which can in
turn affect the market price of our common stock.
WE ARE LIKELY TO REMAIN SUBJECT TO "PENNY STOCK" REGULATIONS AND AS A
CONSEQUENCE THERE ARE ADDITIONAL SALES PRACTICE REQUIREMENTS AND ADDITIONAL
WARNINGS ISSUED BY THE SEC
As long as the trading price of our common stock is below $5.00 per share, the
open-market trading of our common stock will be subject to the "penny stock"
rules. The "penny stock" rules impose additional sales practice requirements on
broker-dealers who sell securities to persons other than established customers
and accredited investors (generally those with assets in excess of $1,000,000
or annual income exceeding $200,000 or $300,000 together with their spouse).
For transactions covered by these rules, the broker-dealer must make a special
suitability determination for the purchase of securities and have received the
purchaser's written consent to the transaction before the purchase.
Additionally, for any transaction involving a penny stock, unless exempt, the
broker-dealer must deliver, before the transaction, a disclosure schedule
prescribed by the Securities and Exchange Commission relating to the penny
stock market. The broker-dealer also must disclose the commissions payable to
both the broker-dealer and the registered representative and current quotations
for the securities. Finally, monthly statements must be sent disclosing recent
21
price information on the limited market in penny stocks. These additional
burdens imposed on broker-dealers may restrict the ability of broker-dealers to
sell the common stock and may affect a shareholder's ability to resell the
common stock.
Shareholders should be aware that, according to Securities and Exchange
Commission Release No. 34-29093, the market for penny stocks has suffered in
recent years from patterns of fraud and abuse. Such patterns include (i)
control of the market for the security by one or a few broker-dealers that are
often related to the promoter or issuer; (ii) manipulation of prices through
prearranged matching of purchases and sales and false and misleading press
releases; (iii) boiler room practices involving high-pressure sales tactics and
unrealistic price projections by inexperienced sales persons; (iv) excessive
and undisclosed bid-ask differential and markups by selling broker-dealers; and
(v) the wholesale dumping of the same securities by promoters and broker-
dealers after prices have been manipulated to a desired level, along with the
resulting inevitable collapse of those prices and with consequent investor
losses. Our management is aware of the abuses that have occurred historically
in the penny stock market.
COMPLIANCE WITH THE SARBANES-OXLEY ACT COULD COST HUNDREDS OF THOUSANDS OF
DOLLARS, REQUIRE ADDITIONAL PERSONNEL AND REQUIRE HUNDREDS OF MAN HOURS OF
EFFORT, AND THERE CAN BE NO ASSURANCE THAT WE WILL HAVE THE PERSONNEL,
FINANCIAL RESOURCES OR EXPERTISE TO COMPLY WITH THESE REGULATIONS
The US Public Company Accounting Reform and Investor Protection Act of 2002,
better known as Sarbanes-Oxley Act, is the most sweeping legislation to affect
publicly traded companies in 70 years. Sarbanes-Oxley Act created a set of
complex and burdensome regulations. Compliance with such regulations requires
hundreds of thousands of dollars, additional personnel and hundreds of man
hours of effort. There can be no assurance that we will have the personnel,
financial resources or expertise to comply with these regulations.
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements within the meaning of
Section 27A of the Securities Act and Section 21E of the Exchange Act (the
"Exchange Act"). We have based these forward-looking statements largely on our
current expectations and projections about future events and financial trends
affecting the financial condition of our business. These forward-looking
statements are subject to a number of risks, uncertainties, and assumptions,
including, among other things:
- general economic and business conditions, both internationally and
in the PRC markets,
- our expectations and estimates concerning future financial
performance, financing plans, and the impact of competition,
- our ability to implement our growth strategy,
- anticipated trends in our business,
22
- advances in technologies, and
- other risk factors set forth under "Risk Factors" in this
prospectus.
In addition, in this prospectus, we use words such as "anticipates,"
"believes," "plans," "expects," "future," "intends," and similar expressions
to identify forward-looking statements.
We undertake no obligation to update publicly or revise any forward-looking
statements, whether as a result of new information, future events or otherwise
after the date of this prospectus. In light of these risks and uncertainties,
the forward-looking events and circumstances discussed in this prospectus may
not occur and actual results could differ materially from those anticipated or
implied in the forward-looking statements.
Notwithstanding the above, Section 27A of the Securities Act and Section 21E of
the Securities Exchange Act expressly state that the safe harbor for forward
looking statements doe not apply to companies that issue penny stock. Because
we issue penny stock, the safe harbor for forward looking statements does not
apply to us.
USE OF PROCEEDS
This prospectus relates to shares of our common stock that may be offered and
sold from time to time by the selling shareholders. We will not receive any
proceeds from the sale of shares of common stock in this offering.
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
There is currently no market for our common stock. We intend to apply for a
listing of our common stock on the OTC Bulletin Board, but have not yet done
so.
As of May 12, 2006, there were approximately 1446 shareholders of record of the
Company's common stock.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
OVERVIEW
General
This subsection of MD&A is an overview of the important factors that management
focuses on in evaluating our businesses, financial condition and operating
performance, our overall business strategy and our earnings for the periods
covered.
Echelon Acquisition Corp. was incorporated under the laws of the State of
23
Delaware on July 27, 2004 and has been inactive since inception. The Company
intends to serve as a vehicle to effect an asset acquisition, merger, exchange
of capital stock or other business combination with a domestic or foreign
business.
Reverse Merger Transaction - May 8, 2006
On May 8, 2006, an agreement and plan of reorganization was effected among EAC,
Asia Biotechnology Group Inc., or ABG; Far Grand Investments Limited, the sole
shareholder of ABG,; Harbin OT Pharmaceutical Co., Limited, , or OT Samoa; and
shareholders of OT Samoa.
The respective Boards of Directors of EAC, ABG and OT Samoa have adopted
resolutions pursuant to which all of the issued and outstanding shares of the
common stock of ABG and all of the issued and outstanding shares of OT Samoa
will be converted into the right to receive a specified number of shares of the
common stock of Echelon and whereas, the sole consideration for the exchange of
the ABG share shall be the receipt by the ABG Shareholder of 23,296,000 EAC
shares, $0.001 par value per share; and the sole consideration for the exchange
of the OT Samoa shares shall be the receipt by the OT Samoa shareholders of
23,296,000 EAC shares, $0.001 par value per share. Such shares at the Closing
shall equal eighty percent (80%) of the issued and outstanding shares of EAC.
After the closing of this reverse merger, there are 58,240,000 outstanding
shares of common stock of the reorganized EAC.
ABG and OT Samoa both became EAC's wholly owned subsidiaries and the former
shareholders of ABG and OT Samoa obtained effective operating control of the
combined company after the share exchange. Generally accepted accounting
principles require that ABG and OT Samoa, whose shareholders retain the
effective operating control of EAC, in a combined business be treated as the
acquirers for accounting purposes, resulting in a reverse acquisition.
Accordingly, this share exchange transaction has been accounted for as a
recapitalization of ABG and OT Samoa. The equity section of the future
financial statements will be restated to reflect the recapitalization of ABG
due to the reverse acquisition as of the first day of the first period
presented.
ABG is a limited liability company registered under the laws of the British
Virgin Islands and was incorporated in British Virgin Islands on March 21,
2005.
OT Samoa is a limited liability company registered under the laws of the Samoa
and was incorporated in Samoa on April 13, 2005. The principal activity of the
OT Samoa is investment holding
ABG is an investment holding company and it acquired 60% shareholding of a
company called Harbin OT Pharmaceutical Co. Ltd., or OT China, on November 3,
2005. OT China is a Chinese foreign enterprise incorporated in the PRC on
April 13, 2001. The Company is a feminine suppository manufacturer and
provides this suppository to clinics and Red Cross
24
Society of China, whom then help treat women in China that have different type
of internal infections.
OT China is a China-based medical feminine suppository manufacturer. In 2005,
nearly ninety percent of its products were sold to Red Cross in China and
hospitals. All activities of the Company are principally conducted by OT China
operating in the PRC.
In connection with the acquisition transaction, ABG and OT Samoa became the
wholly owned subsidiaries of EAC through Reorganization. Even though, from a
legal perspective, Echelon is the acquirer, from an accounting perspective, ABG
and OT Samoa are the acquirers. Because our recent operations have been limited
to the operations of ABG, the discussion below of our performance is based upon
our consolidated financial statements for the period from March 21, 2005 (Date
of Inception) to December 31, 2005.
RESULTS OF OPERATIONS
Income Statement Items
The following table summarizes the results of our main operating company,
Harbin OT Pharmaceutical Co., Ltd, China during the year ended December 31,
2005 and 2004 and provides information regarding the dollar and percentage
increase or (decrease) from the current fiscal year to the prior fiscal year:
HARBIN OT PHARMACEUTICAL CO., LTD, CHINA
STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2005 AND 2004
2005 2004 Percentage Increase (Decrease )
Increase (Decrease )
$ $ $
Net sales 484,635 47,738 436,897 915%
Cost of sales 462,420 22,352 440,068 1,969%
Gross profit 22,215 25,386 (3,170) (13%)
Operating expenses
Allowance for bad debt 5,493 29,755 (24,262) (82%)
Salaries 43,096 20,578 22,518 109%
Depreciation 40,081 88,262 (48,181) (55%)
Amortization of land use right 2,237 2,214 23 1%
Other selling, general and administrative 155,722 104,828 (50,894) (49%)
Total operating expenses 246,629 245,637 992 0.4%
Loss from operations (224,414) (220,252) 4,162 2%
Other Income 10,813 78,415 (67,602) (86%)
Loss before income taxes and minority interests (213,601) (141,837) 71,764 50%
Income taxes - - -
Net loss (213,601) (141,837) 71,764 51%
25
YEAR ENDED DECEMBER 31, 2005 COMPARED TO YEAR ENDED DECEMBER 31, 2004
REVENUES INCREASED BY $436,897
Revenues recorded at $484,635 for the year ended December 31, 2005 compared to
$47,738 for the year ended December 31, 2004. The increase of $436,897 is due
primarily to the increased sales to one customer. Over 84% of the total sales
were generated from Red Cross in 2005.
COSTS OF SALES INCREASED BY $440,068
Costs of sales were $462,420 for the year ended December 31, 2005 compared to
$22,352 for the year ended December 31, 2004. The large increase of $440,068
dues primarily to the increase of sales. Our cost of goods sold for the period
ended December 31, 2005 include cost of raw materials, direct labor and
overhead associated with the manufacturing process, total amounting to $462,420
of total overhead.
GROSS PROFIT DECREASED BY $3,170
Gross profits were $22,215 for the year ended December 31, 2005 compared to
$25,385 for the year ended December 31, 2004. The decrease of $3,170 is due
primarily to most of sales sold to non-profits making organization, including
Red Cross and hospitals. We intended to make initially small profit margins on
our products as our products become better known to many people over the many
provinces in PRC. Through our sales to Red Cross and hospital, we are building
up our brand in order to make our products well know and popular throughout
China.
OPERATING EXPENSES INCREASED BY $992
For the year ended December 31, 2005, we incurred operating expenses of
$246,391 compared to $245,637 for the year ended December 31, 2004. The
$246,391 incurred as of December 31, 2005 included mainly salary expense of
$43,096, depreciation expense of $40,082 other general operating expenses of
$155,484.
Salary expense had a net increase of $22,518 for the year ended December 31,
2005 over the year ended December 31, 2004 due to the hiring of new labor for
the expansion of production lines.
Depreciation expense had a net decrease of $48,181 for the year ended December
31, 2005 over the year ended December 31, 2004. The Company has more production
26
lines throughout the year of 2005, and the deprecation for all plant and
machinery in the production line and factory was provided and recorded under
the cost of sales. The depreciation of the plant and machineries in non
productive month in 2004 was provided and recorded under the operating expense.
As a results, the depreciation of Year 2005 recorded under the operating
expense was lower than 2004.
Other selling, general and administrative expenses had a net increase of
$50,894 for the year ended December 31, 2005 over the year ended December 31,
2004, which included packing materials written off amounting to $52,743. All
package materials with our prior business company name, were written off after
we changed our company name in 2005. Other selling, general and administrative
expenses consisted included communication expenses, motor vehicles expenses,
traveling expenses, repairs and maintenance, staff welfare, and miscellaneous
expenses.
OTHER INCOME DECREASED BY $67,602
Our other Income for the year ended December 31, 2005 included a Government
grant of $10,618, interest income of $74 and gain on disposal of fixed assets
of $122. The decrease of $67,602 is due primarily to the decrease of the
Government Grant from the $73,577 we received in 2005 to $10,618 in 2004.
INCOME TAXES
No income taxes have been provided for in our financial statements as the
Company incurred losses for the years ended December 31, 2005 and 2004.
Companies in China are generally taxed at a rate of 33% of assessable profit,
consisting of a 30% national tax and a 3% local tax. Our subsidiary in China
has applied for an exemption from the local taxes. For foreign investment
enterprises like us that are established in a Special Economic Zone or a
Coastal Open Economic Zone, where our subsidiary is located, and which is
engaged in production oriented activities, the national tax rate could be
reduced to 15% or 24%, respectively. Our subsidiary incorporated in China is
subject to Chinese income taxes at the applicable tax rates on taxable income
as reported in its statutory accounts in accordance with the relevant tax laws
for two years starting from the first profit making year, followed by a 50% tax
exemption for the next three years.
OTHER COMPREHENSIVE INCOME INCREASED BY $5,051
The Company incurred a foreign currency translation gain of $5,051 for the year
ended December 31, 2005. In July 21, 2005, China reformed its foreign currency
exchange policy, revalued the Renminbi by 2.1 percent and allowed Renminbi to
appreciate as much as 0.3 percent per day against the U.S. dollar. As a result,
we implemented different exchange rates in translating Renminbi into U.S.
dollar in our financial statements for the period ended December 31, 2005, the
exchange rates of 8.07, 8.277 and 8.194 were implemented in calculating the
27
total assets / liabilities, shareholders' equity and profit and loss
respectively, which results in a $5,051 in the foreign currency translation
gain for the year ended December 31, 2005.
OVERALL
We reported the net loss of Harbin OT Pharmaceutical Company Limited for the
year ended December 31, 2005 of $213,601, which was the total loss of the
company for the year, including the 40% share of loss by Minority shareholders
of Harbin OT amounted to $85,441 and the 60% share of loss attributed to Asia
Biotech Inc., amounted to $128,160.
LIQUIDITY AND CAPITAL RESOURCES
BALANCE SHEET ITEMS
CASH AND BANK BALANCES
At December 31, 2005, we had a cash balance of $22,291 held in the OT China's
bank accounts in PRC.
DUE TO SHAREHOLDERS
At December 31, 2005, the Company owed the minority shareholders $279,933. The
advances are non-interest bearing and are payable within one year.
CASH FLOW
Our Company's future operations and growth will likely be dependent on our
ability to raise capital for expansion and to implement our strategic plan.
We currently have no material commitments for capital expenditures. Our future
growth is dependent on our ability to raise capital for expansion, and to seek
additional revenue sources. If we decide to pursue any acquisition
opportunities or other expansion opportunities, we may need to raise additional
capital, although there can be no assurance such capital-raising activities
would be successful.
We believe that our currently available working capital, after receiving the
aggregate proceeds of the capital raising activities, should be adequate to
sustain our operations at our current levels through at least the next twelve
months.
We believe that our currently available working capital, after receiving the
cash from the shares acquires by the shareholders of ABG and OT Samoa referred
to above, should be adequate to sustain our operations at our current levels
through at least the next twelve months.
CONTRACTUAL OBLIGATIONS
The Company did not have any lease obligations as of December 31, 2005.
28
CRITICAL ACCOUNTING POLICIES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires our management to
make assumptions, estimates and judgments that affect the amounts reported in
the financial statements, including the notes thereto, and related disclosures
of commitments and contingencies, if any. We consider our critical accounting
policies to be those that require the more significant judgments and estimates
in the preparation of financial statements, including the following:
Buildings 20 years
Leasehold improvements 20 years
Plant and machinery 10 years
Furniture, fixtures and equipment 5 years
Motor vehicles 5 years
Management relies on historical experience, legal advice and on assumptions
believed to be reasonable under the circumstances in making its judgment and
estimates. Actual results could differ materially from those estimates.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangement or commitment that will have a
current effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that is material to investors.
INFLATION
We believe that inflation has not had a material impact on our results of
operations for the years ended December 31, 2005.
SEASONALITY
We may experience seasonal variations in revenues and operating costs due to
seasonality, however, we do not believe that these variations will be material.
RISK FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS
You should carefully consider the risks described below before making an
investment decision. The risks and uncertainties described below are the
material risks that apply to our business, operations, financial condition and
prospects.
29
OPERATING RISK
Currently, the Company's revenues are primarily derived from the sales of
feminine suppository to clinics and Red Cross Society of China. The Company
hopes to expand its operations to different provinces in PRC, however, such
expansion has not been commenced and there are no assurances that the Company
will be able to achieve such an expansion successfully. Therefore, a downturn
or stagnation in the economic environment of the PRC could have a material
adverse effect on the Company's financial condition.
PRODUCTS RISK
Our revenue-producing operations are limited and the information available
about the Company makes evaluation of the Company difficult. We have conducted
limited operations and we have little operating history that permits you to
evaluate our business and our prospects based on prior performance. You must
consider your investment in light of the risks, uncertainties, expenses and
difficulties that are usually encountered by companies in their early stages of
development, particularly those engaged in international commerce.
EXCHANGE RISK
The Company generates revenue and incurs expenses and liabilities in Chinese
renminbi. As a result, the Company is subject to the effects of exchange rate
fluctuations with respect to any of these currencies. Since 1994, the official
exchange rate for the conversion of renminbi to U.S. dollars has generally been
stable and the renminbi has appreciated slightly against the U.S. dollar. On
July 21, 2005, the People's Bank of China ("PBOC") announced a revaluation of
the Chinese currency Renminbi ("RMB") or yuan, which immediately jolted
international finance markets. PBOC said the RMB yuan will no longer be pegged
to the U.S. dollar and will be traded at a rate of 8.11 for the U.S. dollar.
However, given recent economic instability and currency fluctuations in the
world, the Company can offer no assurance that the renminbi will continue to
remain stable against the U.S. dollar or any other foreign currency. The
Company's results of operations and financial condition may be affected by
changes in the value of renminbi and other currencies in which its earnings and
obligations are denominated. The Company has not entered into agreements or
purchased instruments to hedge its exchange rate risks, although the Company
may do so in the future.
OUR BUSINESS DEPENDS SIGNIFICANTLY UPON THE PERFORMANCE OF OUR SUBSIDIARIES,
WHICH IS UNCERTAIN
Currently, a majority of our revenues are derived via the operations of our
subsidiaries. Economic, governmental, political, industry and internal company
30
factors outside our control affect each of our subsidiaries. If our
subsidiaries do not succeed, the value of our assets and the price of our
common stock could decline. Some of the material risks relating to our partner
companies include:
- - our subsidiaries are located in the PRC and have specific risks associated
with that; and
- - Intensifying competition for our products and services and those of our
subsidiaries, which could lead to the failure of some of our subsidiaries.
BUSINESS
BACKGROUND
ECHELON ACQUISITION CORP.
Echelon Acquisition Corp. was originally incorporated on July 27, 2004 under
the laws of the State of Delaware and fell within the definition of a "blank
check" corporation contained in Section (7) (b) (3) of the Securities Act of
1933, as amended. Since inception we had been seeking to engage in a merger
with or acquisition of a company which desires to become a reporting company
whose securities are qualified for trading in the United States secondary
market. Before the merger with ABG and OT Samoa, we had no operations and had
only minimal liabilities.
On May 8, 2006, we entered into a triangular Agreement and Plan of
Reorganization with ABG and OT Samoa. Pursuant to this Agreement, we acquired
one issued and outstanding share of ABG from the sole Shareholder of ABG in
exchange for 23,296,000 shares of our common stock; and all of 20,000,000
issued and outstanding shares of OT Samoa from their shareholders in exchange
for a total of 23,296,000 shares of our common stock. Immediately after the
merger, the former shareholder of ABG and former shareholders of OT Samoa
respectively own 40 percent of the shares of the Company's common stock.
ASIA BIOTECHNOLOGY GROUP INC.
ABG is one of the Company's wholly owned subsidiaries, which was incorporated
on March 21, 2005 under the laws of the British Virgin Islands. Far Grand
Investment Limited, a company organized under the laws of Cayman Islands is
the sole shareholder of ABG.
As of October 17, 2005, ABG entered into a stock transfer agreement with 5
shareholders of OT China. Pursuant to this agreement, ABG acquired 60% of the
equity interests in OT China. OT China accordingly became a Sino-foreign joint
venture as defined by PRC laws.
31
HARBIN PHARMACEUTICAL CO., LTD. (OT CHINA)
OT China is ABG's subsidiary. On November 3, 2005, ABG acquired 60% of the
equity interests in OT China. Since the acquisition, OT China conducts the
Company's only business operation. OT China focuses primarily on traditional
Chinese medicine and chemical medicinal products.
HARBIN PHARMACEUTICAL CO., LIMITED. (OT SAMOA)
OT Samoa is the Company's another wholly owned subsidiary which was
incorporated on April 13, 2005 under the laws of Samoa. This company was formed
solely as a holding company and has no operation since inception.
PRINCIPAL PRODUCTS
Through the operation of our subsidiary, OT China, our primary business is
designing, manufacturing and marketing gynecological medicines and is mainly
focused on the R&D and marketing of feminine suppositories. The gynecological
conditions are common with women and can range from chronic, repeated yeast
infections (candidiasis), abnormal periods, vaginal warts to cervical cancer.
Vaginal suppositories are used to treat gynecological ailments, especially
vaginal infections such as mycotic vaginitis , trichomonas vaginitis and
Candidiasis.
We believe that our suppositories have effects against symptoms of vaginal
candidiasis include itching and swelling of the vulva, thick white-yellow or
cheesy discharge. These drugs can also replenish vital essence, and nourish the
vaginal. Funing Suppository, one of our products, has been approved by the
SDA as the Protected Traditional Chinese Medicine (Class 2), which is protected
by the Chinese government for intellectual property rights in Chinese medicines
for the period from 2000 to 2007.
In 2001, the technology of producing our products was listed into the Torch
Plan, which is a program launched by the Chinese Scientific and Technological
Commission to strengthen Chinese hi-tech industries' development; and was also
evaluated as the key high-tech project by Harbin city government of China. In
2002, OT China was granted the High-New Tech Enterprise Certificate issued by
Harbin city government.
At the date of this Prospectus, our total nine gynecological suppositories
approved by PRC SFDA are as follows::
1. Econazole Nitrate Suppository,
2. Shehuang Shuan
3. Clotrimazole Suppository
4. Compound Metrnidazole Suppository
5. Compound Chlorhexidine Acetate Suppository
32
6. Suppositoria Matrini
7. Metronidazole*Clotrimazole and Chlorhexidine Acetate Suppositoriy
8. Shenqi Wenyang Shuan
9. Funing Suppository
There are 6 product candidates currently undergoing the research and
development.
All our medicine products have been cleared by Chinese State Drug
Administration, or the SDA, for sale in China. Because a physician's
prescription or authorization is not required to purchase our products over the
counter, we are able to sell our medicine products directly to the patents.
The Company has developed more production lines throughout the year of 2005 to
compete in the suppositories market.
In addition, OT China plants to expand its business scope to the manufacturing
and selling medicinal suppositories, health-care products medical appliances,
cosmetic and disinfectant.
PRINCIPAL MARKETS
The principal markets of OT China lie within China. China has the world's
largest population of nearly 1.3 billion people. The pharmaceutical industry
accounts for approximately 3% of China's annual GDP (Source:
http://www.chinability.com/2004%20economic%20performance.htm). In 2004, PRC's
pharmaceutical industry realized sales of RMB347.6 billion (US$42 billion) and
net profits of RMB30.64 billion (US$3.7 billion); a 17.44% increase in realized
sales and 11.74% increase in net profits from the previous year
(Source:http://www.chinapharm.com.cn). According to a Chinese government
report, China's pharmaceutical sales in 2005 are expected to be approximately
RMB 376.6 billion (US$ 45.5 billion), growing 17% from the previous
year (Source: http://www.biotech.org.cn/news/news/show.php ?id=21470). It is
estimated that China's pharmaceutical industry will maintain at least a 12%-15%
growth rate through the year 2010 (Source:
http://www.511511.com/A1/200501/A100000391720050104093750375.shtml).
The predicted growth is based upon the relaxation of trade barriers following
China's accession to the World Trade Organization, advances in the Chinese
economy, and China's large, female population.
33
DETAILED MARKET SECTORS
In recent years, the requirements and the sale amount of gynecological
medications are increasing gradually. It was calculated that the sale amounts
of gynecological medications are approximately *5.2 billion (approximately
US$0.65 billion) in 2004, the figure of which has increased 16.84% compared
with 2003. Some institutions even forecasts that the requirements will increase
to *5.9 billion (approximately US$ 0.74 billion) and the sales amounts will
keep its increasing at about 10% in the next few years. (Source:
http://www.cpha.org.cn/html/content/xw/content_53_2348.htm )
The suppository plays an important role in gynecological medications.
Comparing to 2003, in the market of Beijing along, the anti-infective
suppositories occupied 40% of the sale amounts, and increased at a rate of 29%
in 2004. (Source: http://www.cpha.org.cn/html/content/rdxw/content_52_1924.htm)
We focuses on developing the gynecological medications market sector with our
unique suppositories technology. This market segment is believed to offer us
the potential for profitable growth. We also plan to increase our penetration
of the market by developing and producing new medicines.
DISTRIBUTION
Our medicines are sold in about 88 cities among 31 provinces, sovereignties,
and autonomous regions in China.
Marketing of our products has been mainly accomplished through the use of our
10 sales representatives and 5 proxy agents. OT China uses a flat distribution
channel system of independent regional distributors. In a typical distribution
contract, a distributor will be provided with certain sales targets for a
particular period according to a set retail price. If the distributor completes
the sales task within the prescribed period, the agent distributor will be
given greater economic incentives. If the distributor fails to complete the
sales task within the prescribed period, OT China has the right to cancel its
contract with the distributor and sign with other competent distributors. The
Company also sells the medicines through promotions to end users such as
soliciting and advertising in pharmacies.
We intend to continue using independent distributors. Our growth in terms of
revenue requires additional sales representatives, which is part of our
business plan for 2006.
INDUSTRY BACKGROUND AND COMPETITION
The pharmaceutical industry accounts for approximately 3% of China's GDP.
(Source: http://blog.fh21.com.cn/post/65/106). The industry's primary
categories include chemical medicine, traditional Chinese medicinal material,
traditional Chinese medicinal film, prepared Chinese herbal medicine,
antibiotics, biological products, biological medicine, radioactive medicine,
34
medical appliances, sanitation materials, pharmaceutical machinery, medical
packaging, and trading.
There is a low degree of consolidation among pharmaceutical companies in the
PRC. According to the SFDA-reported statistics, in July of 2004, there were
5071 manufacturing pharmaceutical companies (not including companies producing
traditional Chinese medicinal film, medical oxygen, reagent of in-vitro
diagnosis or supplementary materials). The total market share of the top 10
biggest companies was about 42%, compared to 66% in the US.
Competition in the pharmaceutical industry is reduced by barriers to entry. A
company wishing to enter the industry must comply with the standards and
regulations set forth by the government. In the PRC, SFDA is the authority that
monitors and supervises the administration of the pharmaceutical industry
including pharmaceutical products, medical appliances, and equipment.
Pharmaceutical manufacturing enterprises must obtain a Pharmaceutical
Manufacturing Enterprise Permit issued by the relevant pharmaceutical
administrative authorities and relevant health departments at the provincial
level where the enterprise is located. Furthermore, all pharmaceutical
products produced in the PRC, with the exception of Chinese herbal medicines in
soluble form, must bear a registered number approved by the appropriate
medicine administration authorities in the PRC. Lastly, in accordance with the
World Health Organization, the PRC now requires compliance with GMP standards
in pharmaceutical production in order to minimize the risks involved in any
pharmaceutical production that cannot be eliminated through testing final
products. As the regulatory approval process becomes more stringent, it also
increases the industry's capital entry barrier.
Due to the variety of consumer demands within the pharmaceutical market,
pharmaceutical companies have relatively dispersed product lines.
DESCRIPTION OF PROPERTY
OT China owns a use right of the land covering an area of 7,900.14 square
meters located at No.7, Bohai Street, Development Zone Pingfang Industrial
Area, Harbin, China. On such land plot, there are a warehouse and an office
building. The term of the land use right is 50 years commencing June 9, 2000.
We believe this property is sufficient to support OT China's further business
development.
INTELLECTUAL PROPERTY
The protection of our intellectual property is a strategic priority for our
business. We rely primarily on a combination of trademark and patent protection
in the PRC to safeguard our intellectual property and our brand. Our ability to
protect and use our intellectual property ("IP") rights in the continued
development and commercialization of our technologies and products, operate
without infringing the IP rights of others, and prevent others from infringing
our IP rights, is crucial to our continued success.
35
Our policy is to seek patent protection for technological developments that we
believe will enhance the market position of our products and methods of using
our products.
As of May 12, 2006, we own two utility model patent rights to our medicinal
vaginal compound suppository and packing-shaping mold for vagina or anus
suppository. In addition, OT China has applied for 6 invention patent
applications and 1 utility model patent application on the existing
suppositories. We intend to apply for more patents to protect our core
technologies and medicines in future.
Our patent relates to a novel pharmaceutical utility for the treatment of
gynecological diseases which comprises a therapeutic drug for the intra
vaginal, and a method of solubilizing in liquid promptly.
The following are our two patents in China that we own:
Patent No. ZL 96 2 16767.5: two way model on forming and package of vaginal and
anorectal suppository, utility model patent
Patent No. ZL 96 2 16798.3: vaginal suppository, utility model patent
We also maintain the following registered trademarks and logos in China,
One registered logo used in connection with suppository;
One trademark and two logos used in connection with medical appliances and
equipment, surgical appliances and equipment, denture, diathermy appliances,
medical bed, feeding bottle, suppository, vaginal syringe, suspensor and
medical sprayer;
One trademark and one logo used in connection with market promotion, trade
counseling, public relationship, marketing analysis, trade fair of organizing
business advertisement, agent of business information, business counseling,
business management and organization counseling, bidding and Human Resources
counseling;
One trademark and three logos used in connection with teething preparation,
purificant, troche, human medicines, insecticide, animal medicines,
suppository, sanitary towel, pharmaceutical capsule and medical nutriment;
One logo used in connection with diner, motorcycle, sleigh(car), air carrier,
cable car, automobile, wheelchair, bicycle tire, hull, and bicycle handle;
36
One logo used in connection with computing machine, teleprinter, television,
cable splitter box, fire extinguisher, arithmometer, precision balance,
electric door opener, electrical wire and battery;
One logo used in connection with gun, fireworks, bandolier, missile, kindling,
explosive, bullet, powder, guncotton and signal fireworks;
One logo used in connection with coffee drink, sugar, tea, flour-made products,
Chinese dumpling, nutrient capsule (other than for pharmaceutical purposes),
nutrient fluid (other than for pharmaceutical purposes), nutrient cream (other
than for pharmaceutical purposes), nutrient powder (other than for
pharmaceutical purposes) and royal jelly (other than for pharmaceutical
purposes);
One logo used in connection with synthetic rubber, soft drainpipe, asbestos,
rubber-made or plasti-made filling material, artificial resin (semi-
manufactured), sheeting of plastics (for agriculture purposes), insulator,
thermal radiation-insulating material, sound-insulating material and asbestos
flag;
One logo used in connection with feeding animals, pharmaceutical counseling and
lawn finishing; one logo used in connection with egg, bean curd, purified
nutmeat, milk, edible fat, aquatic can, fish (not alive), edible marrow and
bloated vegetable;
One logo used in connection with shrub, flower, fresh grape, seed-corn,
distiller's malt, wheat, fresh fish, cucumber, marc and turf for animals
inhabiting;
One logo used in connection with ratafee (including alcohol), distilled drinks,
wine, rice wine, fruit drink(including alcohol), apple wine, spirit, drink, any
liquid including alcohol and rum; and
One logo used in connection with cigarette lighter, flint, matches, rice paper,
filter plug of cigarette, cigar, tobacco pipe, cigarette holder, cleaning rod
of tobacco pipe and tobacco powder; knife-grinder, insecticide sprayer,
spontoon, manual air pump, tweezers, manual farm machinery, shaver, scissors
(small), tableware and manual blade.
EMPLOYEES
The Company currently has 19 regular employees. We provide routine employee
benefits such as pension and health insurances to these employees. In addition,
OT China has 60 temporary workers performing production functions. None of these
employees are covered by a collective bargaining agreement and they all reside
in China.
37
GOVERNMENT REGULATION
The following is a summary of the principal governmental laws and regulations
that are or may be applicable to pharmaceutical manufacturing companies like OT
China in PRC. The scope and enforcement of many of the laws and regulations
described below are uncertain. We cannot predict the effect of further
developments in the Chinese legal system, including the promulgation of new
laws, changes to existing laws, or the interpretation or enforcement of laws.
Regulatory Framework of the Pharmaceutical Industry in the PRC
In the PRC, the State Food and Drug Administration, or the SFDA, regulates and
supervises biopharmaceutical products under the Pharmaceutical Administration
Law, the Implementing Regulations on Pharmaceutical Administration Law, the
Administration of Registration of Pharmaceuticals Procedures, and other
relevant rules and regulations which are applicable to manufacturers in
general. Each procedure of our biopharmaceutical production is subject to the
requirements on the manufacture and sale of pharmaceutical products as provided
by these laws and regulations, including without limitation but not limited to,
the standards of clinical testing, declaration, approval and transfer of new
medicine registrations, applicable industry standards of manufacturing,
distribution, packaging, advertising and pricing.
Under the relevant laws and regulations, our vaccine products are not
officially approved for sale in the market until the following procedures have
been followed.
Production Permit.
Simultaneously with the application of new drug certificate, we also apply to
the provincial level SFDA for a production license to manufacture the new drug
to be approved by the China SFDA. The Production Permit is valid for a term of
five years and must be renewed before its expiration. During the renewal
process, we will be re-evaluated by the appropriate governmental authorities
and must comply with the then prevailing standards and regulations which may
change from time to time. In addition to the production Permit, we also need to
obtain a business license from the relevant administration bureau for industry
and commerce to commence the manufacture.
OT China has obtained a Production Permit which is valid from January 1, 2006
to December 31, 2010.
Registration of Pharmaceutical Products
All pharmaceutical products that are produced in the PRC must bear a registered
number approved by the SFDA in the PRC, with the exception of Chinese herbs and
Chinese herbal medicines in soluble form. The medicine manufacturing
enterprises must obtain the medicine registration number before manufacturing
any medicine.
All of our nine gynecological suppositories have obtained the registration
number in 2002.
38
GMP Certificate.
After receiving a new medicine certificate and production permit, we will
further need to submit to the China SFDA an application for a Good
Manufacturing Practice, or GMP. A GMP certificate is used to approve the
equipment and control of the manufacturing workshop of a particular drug. The
PRC government authority issues GMP standards for pharmaceutical manufacturing
enterprises in order to minimize the risks involved in any pharmaceutical
production that cannot be eliminated through testing the final products. The
process of GMP authorization requires about 3 months.
A GMP certificate is valid for five years, except that the certificate of a
newly established enterprise is only valid for one year. We should apply for
renewal of our GMP certificate no later than six months prior to the date of
expiration of our GMP certificate. Newly established enterprises should apply
for reassessment no later than three month prior to the expiration of their GMP
certificates and, if eligible, will receive a five-year GMP certificate subject
to reassessment by the relevant authority.
OT China's GMP certificate was obtained on February 12, 2003, which will expire
on February 11, 2008.
Other Relevant Laws and Regulations
We are subject to a variety of laws and regulations administered by Chinese
governmental authorities at the national and provincial levels. We believe we
are currently in compliance with PRC laws and regulations; however, we may
incur significant costs to comply with these laws and regulations now or in the
future. We can not assure that the existing regulatory requirements under which
we currently operate will not change and that such change could not have a
material adverse effect on our business and anticipated operations.
LEGAL PROCEEDINGS
We have no pending legal proceedings. From time to time, we may be involved in
various claims, lawsuits, disputes with third parties, and actions involving
allegations of breach of contract or product liability actions incidental to
the normal business operations.
39
MANAGEMENT
The following table sets forth certain information regarding our directors
and executive officers as of May 12, 2006. The directors will serve until the
next annual meeting of the stockholders or until their successors are elected
or appointed and qualified. Executive officers will serve at the board's
discretion.
- --------------------- -------------- ------------------------------------------
Name and Address Age Position
- --------------------- -------------- ------------------------------------------
Xueliang Qiu 51 Director, Chairman of the Board,
President and Chief Executive Officer
- --------------------- -------------- ------------------------------------------
Lei Zhu 48 Director, Chief Operation Officer
- --------------------- -------------- ------------------------------------------
Feng Yang 45 Director, Chief Financial Officer
- --------------------- -------------- ------------------------------------------
XUELIANG QIU
Director, Chairman of the Board, President and Chief Executive Officer
Mr. Qiu has been served as the Chairman of the Board of OT China since 2001.
Prior to joining OT China, from 1996 to 2001, Mr. Qiu was the Chief Executive
Officer and the Chairman of the Board of Harbin Tiangong Enterprise Group
Limited, a PRC Company. From 1985 to 1996, Mr. Qiu was an officer in charge of
medicines approval and management in Health Department, Heilongjiang Province,
From 1983 to 1985, Mr. Qiu was a doctor in People Hospital, Guiling County,
Heilongjiang province; Mr. Qiu has almost 20 years' experience in the
pharmaceutical industry. Xueling Qiu is a graduate of Heilongjiang University
of Chinese Medicine and he also has been studied in West China Center of
Medical Sciences, Shanghai No.2 Medicine School, Harbin Medicine University.
LEI ZHU
Director, Chief Operation Officer
Lei Zhu jointed ABG in 2005 as Vice president. He also served as President of
OT China from 2001 to 2005. From 1983 to 2001, he worked in Harbin Taxation
Department as the inspector and Section Chief. Mr. Zhu graduated from
Heilongjiang TV University.
FENG YANG
Director, Chief Financial Officer
From 2005, Mr. Yang has served as Chief Financial Officer of ABG. From 1986 to
2003, he has served in various management positions including Chief Financial
Officer, Director, and Vice President for six different companies. Mr. Yang
currently is the director of China Association of Chief Financial Officers,
Beijing District. He has almost 20 years of financial management experience.
There are no family relationships among our directors or officers.
40
BOARD COMPOSITION AND COMMITTEES
The board of directors is currently composed of three members. All board
actions require the approval of a majority of the directors in attendance at a
meeting at which a quorum is present.
We currently have no committees of Audit, Compensation, or any other
committees; therefore, the board will act in the capacity of the absent
committees.
There are presently no material pending legal proceeding to which a director,
officer, or employee of ours is a party. There is no pending litigation or
legal proceeding involving one of our directors, officers, employees or other
agents as to which indemnification is being sought, and we are not aware of any
pending or threatened litigation that may result in claims for indemnification
by any director, officer, employee or other agent.
CODE OF ETHICS
We do not yet have a Code of Ethics. We may adopt one after we expand our
business and recruit more regular employees.
DIRECTOR AND EXECUTIVE COMPENSATION
No cash compensation was paid to our director for services as a director since
our Company was incorporated in 2004. We have no standard arrangement pursuant
to which our board of directors is compensated for their services in their
capacity as directors. The board of directors may award special remuneration to
any director undertaking any special services on behalf of our Company other
than those services ordinarily required of a director. All authorized out-of-
pocket expenses incurred by a director on our behalf will be subject to
reimbursement upon our receipt of required supporting document of such
expenses. No director received and/or accrued any compensation for his services
as a director, including committee participation and/or special assignments.
The following table provides compensation information for the period indicated
with respect to the person who served as our President for the years ended
December 31, 2005 and 2004, and as of May 12, 2006.
41
SUMMARY COMPENSATION TABLE
Long Term Compensation
(i)
All Other
Compen-
sation ($)
Annual Compensation Awards Payouts
(a) (b) (c) (d) (e) (f) (g) (h)
Other Securities Under-lying
Annual Restricted Options/ SARs (#) LTIP
Name and Principal Position Bonus Compensa- Stock Payouts
Year Salary ($) tion Awards ($) ($)
($)
Soloman Lam President, Secretary, 2004 0 0 0 0 0 0 0
Treasurer and Director
William Tay 2005 0 0 0 0 0 0 0
President, Secretary, Treasurer, and
Director
Hui Wang 2006 0 0 0 0 0 0 0
President, Secretary, Treasurer,
Director and
Chief Accounting Officer
Our management did not spend any material time working since we had no material
business. Accordingly, we did not compensate any officer of director during
that time period.
STOCK OPTION GRANTS AND EXERCISES
We currently have no option, retirement, pension, or profit sharing programs
for the benefit of the directors, officers or other employees, but the board of
directors may recommend adoption of one or more such programs in the future.
EMPLOYMENT, SEVERANCE AND CHANGE OF CONTROL AGREEMENTS
We currently have no written employment contracts with our executive officers.
However, the Company intends to enter into employment agreements with Xueliang
Qiu, Lei Zhu and Feng Yang.
DIVIDEND POLICY
Since inception, we have not paid, nor declared, any dividends and we do not
intend to declare any such dividends in the foreseeable future. Our ability to
pay dividends is subject to limitations imposed by Delaware law and the laws of
the PRC.
42
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information known to us with respect to
the beneficial ownership of our common stock as of May 12, 2006 and (1) all
persons who are known to us to be beneficial owners of five percent of more of
the common stock, (2) each of our directors, and (3) all current directors and
executive officers as a group.
NAME AND ADDRESS SHARES BENEFICIALLY PERCENTAGE OF CLASS
OF BENEFICIAL OWNER OWNED OWNED
Ming Qiu (1) 23,296,000 40
Room 3, Floor 2, Building 2,
No. 1 Zhenxing Street,
Nangang District, Harbin, China
Far Grand, George Town, Grand
Cayman, Cayman Islands 23,296,000 40
Hui Wang 11,065,600 19
2-103/105 World Trade Mission,
No. 16B Dongsanhuanzhong Road,
Chaoyang District, Beijing, China
Jiaxin Yang
138-3 Fanrong Street
Nangang District, Harbin, China 5,678,400 9.75
Xueliang Qiu (3) 0 0
Lei Zhu 0 0
Feng Yang 0 0
Current directors and executive
officers as a group 0 0
(1)Ming Qiu is the beneficiary of a trust, of which Far Grand, as the trustee
of such trust, holds 40% shares of the common stock of the Company.
(2)Jiaxin Yang is one of the former OT Samoa Shareholders.
(3)Address of all directors and executive officers is D Area, F 22, Block A,
No. 21, Shunyi Street, Nangang District, Harbin, Heilongjiang Province,
China
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and includes voting or investment power with
respect to the securities. Shares of common stock subject to options or
warrants that are currently exercisable or exercisable within 60 days of May
12, 2006 are deemed to be outstanding and to be beneficially owned by the
person or group holding such options or warrants for the purpose of computing
the percentage ownership of such person or group, but are not treated as
outstanding for the purpose of computing the percentage ownership of any other
person or group. Unless otherwise indicated by footnote, the persons named in
the table have sole voting and sole investment power with respect to all shares
of common stock shown as beneficially owned by them, subject to applicable
community property laws. Percentage of beneficial ownership is based on
58,240,000 shares of our common stock outstanding as of May 12, 2006.
43
SELLING SECURITY HOLDERS
We have prepared this prospectus to allow the selling shareholders or their
pledgees, donees, transferees or other successors in interest, to sell up to
55,476,000 shares of our common stock. All of the common stock offered by this
prospectus is being offered by the selling shareholders for their own accounts.
The following table sets forth the names of the selling shareholders and for
each selling shareholder the number of shares of common stock beneficially
owned as of May 12, 2006, and the number of shares being registered. All
information with respect to share ownership has been furnished by the selling
shareholders. The shares being offered are being registered to permit public
secondary trading of the shares and each selling shareholder may offer all or
part of the shares owned for resale from time to time. A selling shareholder is
under no obligation, however, to sell any shares immediately pursuant to this
prospectus, nor is a selling shareholder obligated to sell all or any portion
of the shares at any time. Therefore, no estimate can be given as to the number
of shares of common stock that will be sold pursuant to this prospectus or the
number of shares that will be owned by the selling shareholders upon
termination of the offering made hereby. We will file a supplement to this
prospectus to name successors to any named selling shareholders who are able to
use this prospectus to resell the securities registered hereby.
Selling Shares of Common Percent Shares of Common Stock to be Percent of Common Stock owned after
Stockholder Stock Owned of Class Registered Completion of Offering
TAY WILLIAM 148,000 0.25% 148,000 0
WANG HUI 11,065,600 19% 8,736,000 4%
FAR GRAND 23,296,000 40% 23,296,000 0
ZHANG ZHAO 2,070,793 3.56% 2,070,793 0
CHEN 46,592 0.08% 46,592 0
YUZHUO*
LI YONGXIA* 11,648 0.02% 11,648 0
REN BAOYI* 349,440 0.60% 349,440 0
WANG 116,480 0.20% 116,480 0
WENSHENG*
GUO 116,480 0.20% 116,480 0
YANMING*
LIN HAI* 116,480 0.20% 116,480 0
QIU XUELI* 116,480 0.20% 116,480 0
LV SHIYING* 11,648 0.02% 11,648 0
FU DONGMEI* 232,960 0.40% 232,960 0
CHU 3,494 0.01% 3,494 0
DONGCHANG*
ZHENG 3,494 0.01% 3,494 0
WANFU*
JIANG YING* 1,747 0.00% 1,747 0
44
WU XIAOFEI* 1,747 0.00% 1,747 0
YAN 1,747 0.00% 1,747 0
ZENGYOU*
CHANG 1,747 0.00% 1,747 0
XIAOXIA*
JIANG HUI* 3,844 0.01% 3,844 0
HE AILIAN* 6,989 0.01% 6,989 0
ZHOU 3,494 0.01% 3,494 0
LIXING*
WANG 1,747 0.00% 1,747 0
ZHENGANG*
TANG XIN* 874 0.00% 874 0
XING 3,844 0.01% 3,844 0
JICHUN*
JIN 6,989 0.01% 6,989 0
ZHENGHUAN*
GAO 3,494 0.01% 3,494 0
SHIYUAN*
WANG 3,494 0.01% 3,494 0
GUOJIE*
ZHANG 3,494 0.01% 3,494 0
FEISHI*
DONG 2,446 0.00% 2,446 0
MAOSEN*
WANG 3,494 0.01% 3,494 0
CHUNMING*
ZHANG XIN* 3,494 0.01% 3,494 0
CUI 17,472 0.03% 17,472 0
QINGXIANG*
JI TIEGANG* 5,242 0.01% 5,242 0
JIANG 3,494 0.01% 3,494 0
ZHURONG*
LIU LIQIN* 1,747 0.00% 1,747 0
YUAN 3,494 0.01% 3,494 0
ZHIGANG*
SONG 23,296 0.04% 23,296 0
YIJING*
BO JINFENG* 11,648 0.02% 11,648 0
LIU 1,747 0.00% 1,747 0
GUIYING*
MENG WEI* 3,494 0.01% 3,494 0
SHI KAI* 12,230 0.02% 12,230 0
FENG QIZHI* 116,480 0.20% 116,480 0
PANG 20,966 0.04% 20,966 0
HONGRU*
ZHANG 27,955 0.05% 27,955 0
45
MINGFENG*
CAO JUMEI* 20,966 0.04% 20,966 0
MA YUNHUI* 34,944 0.06% 34,944 0
OUYANG 1,747 0.00% 1,747 0
YUNSHOU*
ZHANG 6,989 0.01% 6,989 0
ZHIHUA*
LV 2,796 0.00% 2,796 0
JINGZHAO*
ZHOU 5,242 0.01% 5,242 0
WEICHENG*
LI 5,242 0.01% 5,242 0
JINCHANG*
DONG 6,989 0.01% 6,989 0
YANPING*
AI LIGUO* 6,989 0.01% 6,989 0
ZOU DELI* 20,966 0.04% 20,966 0
LIANG 3,494 0.01% 3,494 0
QIZHI*
LI WEI* 4,193 0.01% 4,193 0
SONG 1,747 0.00% 1,747 0
JICHUN*
WANG 3,494 0.01% 3,494 0
QINGBIN*
JIANG BIAO* 3,494 0.01% 3,494 0
LI YUHUA* 1,398 0.00% 1,398 0
YANG LIHUA* 1,747 0.00% 1,747 0
MAN YUHUA* 1,747 0.00% 1,747 0
JIANG 34,944 0.06% 34,944 0
YUBIN*
ZHANG 3,494 0.01% 3,494 0
JIAWEI*
MAN YUZHEN* 1,747 0.00% 1,747 0
ZHANG DONG* 2,097 0.00% 2,097 0
LIU 6,989 0.01% 6,989 0
XIANFENG*
DONG LI* 13,978 0.02% 13,978 0
FU WENYAN* 3,494 0.01% 3,494 0
FENG YUJIE* 3,494 0.01% 3,494 0
CAI 3,494 0.01% 3,494 0
YONGQIN*
WANG 3,494 0.01% 3,494 0
QIUPING*
CAI YONGBO* 34,944 0.06% 34,944 0
46
WANG 1,747 0.00% 1,747 0
ZHONGBIN*
WANG QIUBO* 6,989 0.01% 6,989 0
YU XIAOYIN* 1,747 0.00% 1,747 0
SUN 17,472 0.03% 17,472 0
QINGCHENG*
NIU YUYING 3,494 0.01% 3,494 0
ZHANG 3,494 0.01% 3,494 0
HAIYAN*
GUO WENTAO* 3,494 0.01% 3,494 0
YU 6,989 0.01% 6,989 0
CHUNHONG*
QIN YI* 10,483 0.02% 10,483 0
ZHANG 3,494 0.01% 3,494 0
SHUSEN*
ZHAO 699 0.00% 699 0
YIMING*
ZHAO 1,747 0.00% 1,747 0
ZHENJIANG
LV 13,978 0.02% 13,978 0
ZHONGQIU*
ZHAN 3,494 0.01% 3,494 0
SHUZHEN*
YU CHUNHUI* 1,048 0.00% 1,048 0
ZHAO 1,747 0.00% 1,747 0
HUANYUN*
HU CHUNHUI* 10,483 0.02% 10,483 0
WU TIEJUN* 1,048 0.00% 1,048 0
WO JINYING* 3,494 0.01% 3,494 0
YANG 1,747 0.00% 1,747 0
ZICHUN*
SUN SHUFEN* 1,747 0.00% 1,747 0
ZHANG 17,472 0.03% 17,472 0
XIAOJIE*
YU ZHIPING* 1,747 0.00% 1,747 0
LI QIN* 3,494 0.01% 3,494 0
LIU YUXIA* 6,989 0.01% 6,989 0
LIU YUHUA* 10,483 0.02% 10,483 0
LIU 27,955 0.05% 27,955 0
GUOJIANG*
SHAO 3,494 0.01% 3,494 0
47
SHUJUAN*
HAN SHUANG* 3,494 0.01% 3,494 0
YUAN CUILI* 3,494 0.01% 3,494 0
MA SUQIN* 3,494 0.01% 3,494 0
HU WEIBIN* 3,494 0.01% 3,494 0
HUANG 1,747 0.00% 1,747 0
QIJUN*
YU BIN* 3,494 0.01% 3,494 0
DANG SUYUN* 2,446 0.00% 2,446 0
MAN YUZHU* 1,747 0.00% 1,747 0
CHEN ANLI* 1,747 0.00% 1,747 0
HU BAOSHAN* 1,747 0.00% 1,747 0
WANG 6,989 0.01% 6,989 0
GUOYUN*
ZHANG 1,747 0.00% 1,747 0
YICHI*
LI YANG* 1,747 0.00% 1,747 0
XU BIN* 1,747 0.00% 1,747 0
LI LIQUN* 1,747 0.00% 1,747 0
SUN 3,494 0.01% 3,494 0
JINGLAN*
ZHANG 6,989 0.01% 6,989 0
FENGCHUN*
TANG XU* 13,978 0.02% 13,978 0
DONG 1,747 0.00% 1,747 0
JUNDONG*
QIN SHIWEI* 699 0.00% 699 0
ZHU XIUJIE* 3,494 0.01% 3,494 0
WANG 1,747 0.00% 1,747 0
ZHAOXIA*
YU JIE* 3,494 0.01% 3,494 0
ZHAO 31,450 0.05% 31,450 0
WEIFENG*
LIU 34,944 0.06% 34,944 0
LANLING*
PANG 23,296 0.04% 23,296 0
SHULAN*
HUANG JING* 11,648 0.02% 11,648 0
LUO GUIZHI* 5,824 0.01% 5,824 0
SHI PING* 11,648 0.02% 11,648 0
48
CAO 11,648 0.02% 11,648 0
YONGQIANG*
WANG 11,648 0.02% 11,648 0
BINGJIE*
YANG 11,648 0.02% 11,648 0
XINSHUANG*
WANG 11,648 0.02% 11,648 0
ZHENGKAI*
LUAN WEI* 11,648 0.02% 11,648 0
YU LIQING* 5,824 0.01% 5,824 0
JIANG XIN* 8,736 0.02% 8,736 0
JIANG YONG* 8,736 0.02% 8,736 0
GUO XIUZHU* 2,912 0.01% 2,912 0
ZHANG NING* 2,330 0.00% 2,330 0
JING CHANG* 11,648 0.02% 11,648 0
WANG 3,494 0.01% 3,494 0
YONGJIANG*
KONG 3,494 0.01% 3,494 0
LINGQUAN*
GUO YING* 3,494 0.01% 3,494 0
WEN GUOCAI* 1,747 0.00% 1,747 0
ZHANG REN* 3,494 0.01% 3,494 0
WANG 8,387 0.01% 8,387 0
CHANGYI*
LIU 1,747 0.00% 1,747 0
GUOQIANG*
MU ZHIMIN* 17,472 0.03% 17,472 0
YAN 17,472 0.03% 17,472 0
YONGHUA*
HE XU* 3,494 0.01% 3,494 0
LIN GANG* 4,193 0.01% 4,193 0
QIAO XIUAN* 3,494 0.01% 3,494 0
MA 1,747 0.00% 1,747 0
GUANGRUI*
LU SHUMIN* 3,494 0.01% 3,494 0
WANG 6,989 0.01% 6,989 0
GUIHUA*
TANG 3,494 0.01% 3,494 0
JINZHUANG*
ZHANG 3,494 0.01% 3,494 0
ZHIPENG*
DU 1,398 0.00% 1,398 0
JINGHONG*
49
DU JINGFEN* 2,621 0.00% 2,621 0
YANG 699 0.00% 699 0
JIANZHONG*
SHEN 6,989 0.01% 6,989 0
YANHUA*
WANG 3,494 0.01% 3,494 0
DEHUAN*
YANG MING* 12,230 0.02% 12,230 0
XIA KEJUN* 3,494 0.01% 3,494 0
YU GUOZHEN* 3,494 0.01% 3,494 0
YANG 6,989 0.01% 6,989 0
GUOZHEN*
LI YANJUN* 3,494 0.01% 3,494 0
LIU 6,989 0.01% 6,989 0
YUNYING*
WANG 699 0.00% 699 0
XUEQIN*
LIANG HAO* 1,747 0.00% 1,747 0
ZHANG 3,494 0.01% 3,494 0
WENXUE*
YUAN HONGAN* 699 0.00% 699 0
YI YONGBIN* 3,494 0.01% 3,494 0
JIN LI* 1,747 0.00% 1,747 0
WANG ZHILI* 3,494 0.01% 3,494 0
SUN YINLI* 1,747 0.00% 1,747 0
WANG 1,048 0.00% 1,048 0
HONGKAI*
WANG 3,494 0.01% 3,494 0
HONGGUANG*
HU 1,398 0.00% 1,398 0
SHUANGYIN*
JIAO HONGBO* 3,494 0.01% 3,494 0
PU JIANPING* 6,989 0.01% 6,989 0
LIU ZHIYING* 6,989 0.01% 6,989 0
QIAO 6,989 0.01% 6,989 0
YONGKUAN*
LANG YAN * 1,747 0.00% 1,747 0
XIA 3,494 0.01% 3,494 0
MAOZHUANG*
CAI YUNGENG8 699 0.00% 699 0
50
WU KAI* 6,989 0.01% 6,989 0
ZHANG JUN* 6,989 0.01% 6,989 0
SUN HONGMEI* 1,747 0.00% 1,747 0
ZHOU YAKUN* 3,494 0.01% 3,494 0
WANG QIULI* 1,747 0.00% 1,747 0
GUO CHUNXIA* 2,446 0.00% 2,446 0
MENG 6,989 0.01% 6,989 0
FANGUANG*
YUAN 3,494 0.01% 3,494 0
XIURONG*
YAN HUILING* 3,494 0.01% 3,494 0
ZHANG 1,048 0.00% 1,048 0
GUIZHI*
ZHANG LIBO* 3,494 0.01% 3,494 0
SUN HUIJUN* 3,494 0.01% 3,494 0
YI FUGUI * 1,398 0.00% 1,398 0
LI YANJUN * 6,989 0.01% 6,989 0
WANG 1,048 0.00% 1,048 0
MANLING*
LI YANMIN* 1,048 0.00% 1,048 0
FENG XIAO* 19,219 0.03% 19,219 0
TANG 10,483 0.02% 10,483 0
XIANCHENG*
LI AIHUA * 5,824 0.01% 5,824 0
WU BAIJIE * 3,494 0.01% 3,494 0
WU SHUHONG * 3,494 0.01% 3,494 0
WU CHANGLAN* 3,844 0.01% 3,844 0
SI GUOZHEN* 5,824 0.01% 5,824 0
WANG BO * 1,165 0.00% 1,165 0
SONG 11,648 0.02% 11,648 0
GUANGXIN*
ZHANG 11,648 0.02% 11,648 0
JIANKUN*
LIU LIHUA* 1,747 0.00% 1,747 0
JIANG WEI 699 0.00% 699 0
ZHAO * 699 0.00% 699 0
HONGMEI
MA ZHAOPING* 3,494 0.01% 3,494 0
51
SHEN WEI* 699 0.00% 699 0
CHI 3,494 0.01% 3,494 0
TIEZHONG*
JING LIYING* 1,747 0.00% 1,747 0
YIN WEIYING* 1,747 0.00% 1,747 0
WANG 1,747 0.00% 1,747 0
LIANJIA*
WANG 1,747 0.00% 1,747 0
YONGMING*
ZHANG 3,494 0.01% 3,494 0
SUOHUA*
LV BAOLIN* 3,494 0.01% 3,494 0
PEI 45,427 0.08% 45,427 0
XIAOYING*
ZHAI LIJUN* 1,747 0.00% 1,747 0
BAI HUA* 1,747 0.00% 1,747 0
YAN CHUNMEI* 1,747 0.00% 1,747 0
LUO LI* 6,989 0.01% 6,989 0
ZHANG 6,989 0.01% 6,989 0
FENGWEI*
YUE BAIYAN* 1,747 0.00% 1,747 0
ZHANG 1,747 0.00% 1,747 0
GUIJUN*
DONG 349 0.00% 349 0
ZENGTIAN*
QIU FENGYUN* 11,648 0.02% 11,648 0
CHENG YAO * 11,648 0.02% 11,648 0
SHI YUHUAN* 11,648 0.02% 11,648 0
JIAO 3,494 0.01% 3,494 0
GUANGWEI*
ZHU CHUNDI* 3,494 0.01% 3,494 0
ZHANG YADAN* 11,648 0.02% 11,648 0
YIN JIRONG * 4,659 0.01% 4,659 0
LIU CUILIAN* 2,330 0.00% 2,330 0
ZHANG 3,494 0.01% 3,494 0
YEJIAN*
HAN DONGJUN* 4,193 0.01% 4,193 0
YANG YUYING* 13,978 0.02% 13,978 0
LIU YONGMEI* 11,648 0.02% 11,648 0
QU HONGWEI* 11,648 0.02% 11,648 0
52
ZENG 699 0.00% 699 0
XIANMIN*
LI JIA* 2,330 0.00% 2,330 0
WANG 1,747 0.00% 1,747 0
XIAOFANG*
PAN LIJUN* 58,240 0.10% 58,240 0
LANG SHULAN* 3,494 0.01% 3,494 0
ZHAO ADAI* 1,747 0.00% 1,747 0
CHEN 9,318 0.02% 9,318 0
YUANYUAN*
YIN FAN* 11,648 0.02% 11,648 0
ZHANG YANG* 1,747 0.00% 1,747 0
ZHANG YUHAI* 1,747 0.00% 1,747 0
WANG 3,494 0.01% 3,494 0
XIUZHEN*
FENG YANHUA* 1,747 0.00% 1,747 0
LIU YANQIU* 1,747 0.00% 1,747 0
WANG 1,747 0.00% 1,747 0
HAOLIANG*
AN FAN* 13,978 0.02% 13,978 0
YAN TIEHONG* 3,494 0.01% 3,494 0
GUO WEIZHONG* 699 0.00% 699 0
CHEN 3,494 0.01% 3,494 0
JIANFENG*
ZHOU 10,483 0.02% 10,483 0
DIANCAI*
WANG 11,648 0.02% 11,648 0
HANSHAN*
LI WENMAO* 1,398 0.00% 1,398 0
QIU FENGQIN* 18,637 0.03% 18,637 0
CHENG 3,494 0.01% 3,494 0
ZHIHUA*
WANG XIAOXIA * 699 0.00% 699 0
XIAO LIMIN* 1,048 0.00% 1,048 0
ZHANG 1,747 0.00% 1,747 0
YONGJUN*
WANG XIUYAN* 23,296 0.04% 23,296 0
53
LI JING* 1,398 0.00% 1,398 0
LI LI* 699 0.00% 699 0
FU XIUWEN* 1,747 0.00% 1,747 0
ZHANG 3,494 0.01% 3,494 0
JINGJING*
ZHENG 23,296 0.04% 23,296 0
XIUZHEN*
XIU JIAN* 1,398 0.00% 1,398 0
DONG NAIRU* 349 0.00% 349 0
DONG NAIGUI* 699 0.00% 699 0
DONG NAISEN* 349 0.00% 349 0
WEN 1,747 0.00% 1,747 0
CHANGSHENG*
WEN XIURU* 1,747 0.00% 1,747 0
LIU ZUJIE* 6,989 0.01% 6,989 0
XU XIAOYAN * 349 0.00% 349 0
WANG WEI* 6,989 0.01% 6,989 0
MING YANG* 11,648 0.02% 11,648 0
WANG LILI* 3,494 0.01% 3,494 0
CHUAI 3,494 0.01% 3,494 0
XIUQIN*
LI MAOWEN* 2,097 0.00% 2,097 0
WANG PING* 3,494 0.01% 3,494 0
CHEN YUJIE* 46,592 0.08% 46,592 0
TAN YUSEN* 12,813 0.02% 12,813 0
LI XUAN* 23,296 0.04% 23,296 0
WANG 34,944 0.06% 34,944 0
MINGGUANG*
CUI 34,944 0.06% 34,944 0
CHENGMING*
WANG AIRONG* 34,944 0.06% 34,944 0
CAO WEI* 23,296 0.04% 23,296 0
SUN BIN* 10,483 0.02% 10,483 0
SUN XIAOLAN* 3,494 0.01% 3,494 0
SUN YING* 3,494 0.01% 3,494 0
YANG JIE * 6,989 0.01% 6,989 0
WU NAISHI* 1,048 0.00% 1,048 0
ZHANG 3,494 0.01% 3,494 0
XIAOJU*
SUN ZUWU* 1,747 0.00% 1,747 0
MA LIRU* 11,648 0.02% 11,648 0
XU SHUWEN* 1,165 0.00% 1,165 0
54
LIU YING* 17,472 0.03% 17,472 0
QU SHIMING* 10,483 0.02% 10,483 0
YE HONG* 11,648 0.02% 11,648 0
CHAI LINA* 5,824 0.01% 5,824 0
SUN YING* 4,659 0.01% 4,659 0
GAO SONGSHAN* 23,296 0.04% 23,296 0
FU DONGSHENG* 11,648 0.02% 11,648 0
WEI XINGANG* 1,165 0.00% 1,165 0
XU YANLU* 11,648 0.02% 11,648 0
XU LEI* 17,472 0.03% 17,472 0
HAO QIAN* 3,494 0.01% 3,494 0
JIANG 10,483 0.02% 10,483 0
ZHUQIAN*
FU FENG* 5,242 0.01% 5,242 0
WANG SHIYING* 11,648 0.02% 11,648 0
ZHANG 11,648 0.02% 11,648 0
WEIJUN*
YANG LI* 23,296 0.04% 23,296 0
WANG LIPENG* 3,494 0.01% 3,494 0
SHU JIE* 34,944 0.06% 34,944 0
GUAN JIAOLIN* 11,648 0.02% 11,648 0
WANG SHIJIE* 93,184 0.16% 93,184 0
LI XIAOBO* 93,184 0.16% 93,184 0
LI ZHI* 93,184 0.16% 93,184 0
SONG YAJUAN* 93,184 0.16% 93,184 0
BAI YUJIE* 93,184 0.16% 93,184 0
LIU XIUWEN* 11,648 0.02% 11,648 0
LIU 2,330 0.00% 2,330 0
ZHENGRONG*
WANG YIQIU* 13,395 0.02% 13,395 0
ZHONG JIGE* 6,989 0.01% 6,989 0
JIANG WEI* 3,494 0.01% 3,494 0
GUO XUEMEI* 1,630,720 2.80% 1,630,720 0
ZHANG 874 0.00% 874 0
XINDONG*
YU RUI* 1,747 0.00% 1,747 0
LI HUI* 11,648 0.02% 11,648 0
LIU 2,330 0.00% 2,330 0
CHENGMING*
LI HEQING* 23,296 0.04% 23,296 0
YU SHUKUN* 11,648 0.02% 11,648 0
55
LI JIHUA* 11,648 0.02% 11,648 0
XU SHAN* 11,648 0.02% 11,648 0
LIU HEXIANG* 5,824 0.01% 5,824 0
QU XIN* 17,472 0.03% 17,472 0
QU YAZHUO* 11,648 0.02% 11,648 0
LIU RONGBIN* 34,944 0.06% 34,944 0
ZHAO 8,154 0.01% 8,154 0
HUANXIONG*
JIANG 3,494 0.01% 3,494 0
SHUMEI*
CHI LIHUA* 3,494 0.01% 3,494 0
ZHAO KUAN* 8,154 0.01% 8,154 0
GUO YULAN* 5,824 0.01% 5,824 0
REN FENGQIN* 11,648 0.02% 11,648 0
YU YING* 5,824 0.01% 5,824 0
SHAO RUIXIA* 11,648 0.02% 11,648 0
ZHANG* 5,824 0.01% 5,824 0
GUIFEN
LIU SHAOHUA* 11,648 0.02% 11,648 0
WANG XIUWEN* 5,824 0.01% 5,824 0
ZHUANG 11,648 0.02% 11,648 0
SHUXIAN*
HAN LI* 5,824 0.01% 5,824 0
LIAO YAN* 8,154 0.01% 8,154 0
LI GUIFEN* 11,648 0.02% 11,648 0
SUN JINGLAN* 11,648 0.02% 11,648 0
ZHANG JING* 23,296 0.04% 23,296 0
XING GUIMEI* 25,626 0.04% 25,626 0
YANG JUNWEN* 11,648 0.02% 11,648 0
XING 23,296 0.04% 23,296 0
QISHENG*
HOU YAN* 11,648 0.02% 11,648 0
LIU SU* 5,824 0.01% 5,824 0
MA YUEHUA* 5,824 0.01% 5,824 0
LI ZHEN * 11,648 0.02% 11,648 0
GAO 5,824 0.01% 5,824 0
JIANHONG*
XIONG JIAJI* 5,824 0.01% 5,824 0
XIONG DEQIU* 5,824 0.01% 5,824 0
TAN BIGU * 5,824 0.01% 5,824 0
JIA WENHUAN* 5,824 0.01% 5,824 0
56
DUAN WENQIN* 23,296 0.04% 23,296 0
LI LI* 5,824 0.01% 5,824 0
TAO PING* 5,824 0.01% 5,824 0
ZHANG 27,175 0.05% 27,175 0
SHUMING*
YU DEBO* 11,648 0.02% 11,648 0
LIU YUXIU* 11,648 0.02% 11,648 0
ZHENG 3,879 0.01% 3,879 0
HUAXIN*
ZHOU 34,944 0.06% 34,944 0
RUNJIAN*
TENG YANWEI* 34,944 0.06% 34,944 0
GUO FENGHUA* 145,600 0.25% 145,600 0
CHEN XI* 104,832 0.18% 104,832 0
ZHAO 5,824 0.01% 5,824 0
XUEZHEN*
WANG 5,358 0.01% 5,358 0
GUIYING*
TENG JIE* 18,637 0.03% 18,637 0
PIAO YINSHU* 11,648 0.02% 11,648 0
SONG 58,240 0.10% 58,240 0
ZHAOLIAN*
WO JING* 15,725 0.03% 15,725 0
LAN LI* 5,824 0.01% 5,824 0
YAN SHUMEI* 5,824 0.01% 5,824 0
YOU YUHUI* 3,879 0.01% 3,879 0
LIU 3,879 0.01% 3,879 0
XINGZHENG*
ZHANG 21,665 0.04% 21,665 0
CHUNGUO*
YANG CHUNJI* 34,944 0.06% 34,944 0
WANG HAN* 11,648 0.02% 11,648 0
YANG ZHINAN* 76,877 0.13% 76,877 0
XU HONGZHI* 9,318 0.02% 9,318 0
WANG XIUXIA* 5,824 0.01% 5,824 0
XU JIN * 23,296 0.04% 23,296 0
LI TIANYUAN* 11,648 0.02% 11,648 0
57
LI ZHIFANG* 7,688 0.01% 7,688 0
LIU CHUNMEI* 5,824 0.01% 5,824 0
SHAO 10,483 0.02% 10,483 0
YINGSHI*
QIAO 5,824 0.01% 5,824 0
QINGXIA*
WANG WENJUN* 4,659 0.01% 4,659 0
SUN LIHUA* 4,659 0.01% 4,659 0
JIN YONGZHE* 4,659 0.01% 4,659 0
BAI YUN* 23,296 0.04% 23,296 0
LI CHENGXIE* 11,648 0.02% 11,648 0
JIN XIUMEI* 5,824 0.01% 5,824 0
YOU SHURONG* 11,648 0.02% 11,648 0
SUN XIAORUI* 11,648 0.02% 11,648 0
GAO LIWEI* 11,648 0.02% 11,648 0
GAO PING* 11,648 0.02% 11,648 0
KONG 11,648 0.02% 11,648 0
LINGQIN*
LIU 11,648 0.02% 11,648 0
CHANGHUI*
JING DEWEN * 2,330 0.00% 2,330 0
GONG BING * 4,077 0.01% 4,077 0
ZHANG XIUHUA* 9,784 0.02% 9,784 0
GE LI* 8,154 0.01% 8,154 0
MA SHUFANG* 11,648 0.02% 11,648 0
SHI LEI* 15,142 0.03% 15,142 0
JIANG YURONG 6,989 0.01% 6,989 0
ZHAO 11,648 0.02% 11,648 0
YISHENG*
YIN BINGJIE* 11,648 0.02% 11,648 0
LIU 6,989 0.01% 6,989 0
HANLIANG*
YIN 5,824 0.01% 5,824 0
CHUANFENG*
JIANG JING* 5,824 0.01% 5,824 0
HAN 23,296 0.04% 23,296 0
XIAOMING*
YU CAIXIA * 23,296 0.04% 23,296 0
GE YANBIN* 8,154 0.01% 8,154 0
MA LIPING* 23,296 0.04% 23,296 0
58
CAO QINGZHEN* 9,901 0.02% 9,901 0
SONG PING* 11,648 0.02% 11,648 0
YAN 5,824 0.01% 5,824 0
FENGMING*
CHE LANPING* 5,824 0.01% 5,824 0
JIANG 5,824 0.01% 5,824 0
ZERONG*
JIN YING* 5,824 0.01% 5,824 0
LIU MEIJUN* 5,824 0.01% 5,824 0
FANG 3,494 0.01% 3,494 0
GUIFENG*
LIU CHANGGUO* 3,494 0.01% 3,494 0
WANG 11,648 0.02% 11,648 0
ZHIGUANG*
FAN BO* 11,648 0.02% 11,648 0
LI FUJUN* 11,648 0.02% 11,648 0
HUANG 5,824 0.01% 5,824 0
XIANGYUE*
WEN SHUQI* 5,824 0.01% 5,824 0
XU HUILAN* 11,648 0.02% 11,648 0
JIA QINGBIN* 3,494 0.01% 3,494 0
GUAN 2,330 0.00% 2,330 0
XIUFANG*
ZOU JINGWEN* 34,944 0.06% 34,944 0
YANG LEI* 2,330 0.00% 2,330 0
GAO MENG* 8,154 0.01% 8,154 0
MIU DAN* 8,154 0.01% 8,154 0
XU ZHI* 11,648 0.02% 11,648 0
LU HONGYI* 2,912 0.01% 2,912 0
LI SHUHUA* 3,494 0.01% 3,494 0
GAO LIMING* 2,912 0.01% 2,912 0
ZHANG GUIYU* 3,879 0.01% 3,879 0
ZHAO 5,824 0.01% 5,824 0
CHUNJING*
ZHOU 11,648 0.02% 11,648 0
LIANYUAN*
HUANG YANG* 3,494 0.01% 3,494 0
LIU DEXIN* 1,165 0.00% 1,165 0
HE QINGFU * 11,648 0.02% 11,648 0
CHEN YAN* 5,824 0.01% 5,824 0
LI GUOQING * 5,824 0.01% 5,824 0
59
SUN LIQIN* 5,824 0.01% 5,824 0
LV JIANHUA* 5,824 0.01% 5,824 0
YIN LANYUE* 11,648 0.02% 11,648 0
LIN XI* 5,824 0.01% 5,824 0
ZHANG JING* 11,648 0.02% 11,648 0
LIU TENGFEI* 55,910 0.10% 55,910 0
LIU TENGYUE* 32,614 0.06% 32,614 0
FENG SHURONG* 11,648 0.02% 11,648 0
ZHAO GUIZHI* 2,330 0.00% 2,330 0
WANG 4,659 0.01% 4,659 0
CHUNXIANG*
LV NING* 3,494 0.01% 3,494 0
FENG XUEDONG* 3,494 0.01% 3,494 0
ZHANG YAN* 3,494 0.01% 3,494 0
SHAN BINMEI* 3,494 0.01% 3,494 0
ZHOU AIYING* 11,648 0.02% 11,648 0
ZHANG WEI* 9,120 0.02% 9,120 0
ZHANG WEI* 2,330 0.00% 2,330 0
GAO SHUJIE* 35,410 0.06% 35,410 0
FU HONG* 21,351 0.04% 21,351 0
CAI SHUXIA* 6,208 0.01% 6,208 0
HAO FENGXIA* 11,648 0.02% 11,648 0
HE LIHUA* 46,592 0.08% 46,592 0
JIN MEILIAN* 11,648 0.02% 11,648 0
LIU SHUYUN* 11,648 0.02% 11,648 0
ZHENG 11,648 0.02% 11,648 0
XIUFANG*
CHEN YULAN * 11,648 0.02% 11,648 0
HE MINGLI* 11,648 0.02% 11,648 0
GONG 5,824 0.01% 5,824 0
JIANBING*
LIU GUOMIN* 3,879 0.01% 3,879 0
LI BAOZHEN* 11,648 0.02% 11,648 0
ZHANG JIEMIN* 4,659 0.01% 4,659 0
ZHAO RENSHU* 8,154 0.01% 8,154 0
GU YONGLU * 3,879 0.01% 3,879 0
CHENG 7,956 0.01% 7,956 0
MINGYAO*
HUANG 4,659 0.01% 4,659 0
SHIXING*
LI YANYAN * 4,659 0.01% 4,659 0
60
LI HUIXIN* 12,813 0.02% 12,813 0
HUANG XIULI* 3,879 0.01% 3,879 0
LENG YE* 4,659 0.01% 4,659 0
HUANG 3,494 0.01% 3,494 0
XIJIANG*
HAN QINGLI 5,824 0.01% 5,824 0
WANG 5,824 0.01% 5,824 0
YINGLIAN*
HAN JIGAO* 11,648 0.02% 11,648 0
LU CHUNHUA* 4,659 0.01% 4,659 0
LV YANAN* 4,659 0.01% 4,659 0
LI XIAOPING* 5,824 0.01% 5,824 0
FENG SHANGYU* 11,648 0.02% 11,648 0
WANG PENG* 2,330 0.00% 2,330 0
PIAO YINGAI* 15,142 0.03% 15,142 0
LIU JUNYING* 6,756 0.01% 6,756 0
JIN ZHEXIONG 11,648 0.02% 11,648 0
ZHU GUANGLU* 11,648 0.02% 11,648 0
ZHANG YANQIU* 5,940 0.01% 5,940 0
YANG XIUHUA* 4,659 0.01% 4,659 0
LI YANHUA * 5,824 0.01% 5,824 0
JU SUJIE* 5,824 0.01% 5,824 0
SHAO SHAN* 2,330 0.00% 2,330 0
NI HAO* 2,330 0.00% 2,330 0
LIU YUMEI* 3,494 0.01% 3,494 0
LIU 23,296 0.04% 23,296 0
CHANGQING*
ZHAO LIFENG* 4,077 0.01% 4,077 0
LI LEI* 2,330 0.00% 2,330 0
LI YONG* 5,824 0.01% 5,824 0
WANG 5,824 0.01% 5,824 0
YINGJIE*
JU SUYING* 2,330 0.00% 2,330 0
JING 1,165 0.00% 1,165 0
HONGLIAN*
CHEN 2,330 0.00% 2,330 0
GUANGCHUN*
ZHU JINGRONG* 4,077 0.01% 4,077 0
FAN LIMING* 2,330 0.00% 2,330 0
JIANG 2,330 0.00% 2,330 0
JINLIAN*
61
XIA GUILING* 5,824 0.01% 5,824 0
CHEN 23,296 0.04% 23,296 0
JINGMING*
LI NING* 3,494 0.01% 3,494 0
LI SHUYUN * 2,330 0.00% 2,330 0
SHI DANLI* 2,330 0.00% 2,330 0
SHI SAIYU* 2,330 0.00% 2,330 0
ZHENG 2,330 0.00% 2,330 0
SAIMIN*
XIA 2,330 0.00% 2,330 0
MINQIONG*
DING YI * 4,659 0.01% 4,659 0
ZHONG 5,824 0.01% 5,824 0
ZHENCHENG*
YAN 1,165 0.00% 1,165 0
JIANPING*
ZHANG 2,330 0.00% 2,330 0
SHAOMING*
GU YOULI * 2,330 0.00% 2,330 0
ZHAO YONG * 3,879 0.01% 3,879 0
MING 11,648 0.02% 11,648 0
ZHAOHUAN*
LI QING * 2,330 0.00% 2,330 0
GUO JING* 2,330 0.00% 2,330 0
ZHANG YU * 3,494 0.01% 3,494 0
SHEN WEIWEN* 2,330 0.00% 2,330 0
WEN JING* 1,165 0.00% 1,165 0
KE HAIPING* 2,330 0.00% 2,330 0
ZHANG 1,165 0.00% 1,165 0
RONGGUI*
CHEN CHU * 2,330 0.00% 2,330 0
YE XINKANG* 2,330 0.00% 2,330 0
LIU MEIJUN* 13,395 0.02% 13,395 0
ZHENG YILIN* 1,165 0.00% 1,165 0
WU CUIRONG* 1,165 0.00% 1,165 0
SHI ZHENYAN* 2,330 0.00% 2,330 0
NI ZHENGLIN* 2,330 0.00% 2,330 0
YAN XIAOJUN* 10,483 0.02% 10,483 0
YU PING* 2,330 0.00% 2,330 0
FAN HONGMING* 11,648 0.02% 11,648 0
YANG JINMING* 4,659 0.01% 4,659 0
62
ZHANG SHIYUN* 2,330 0.00% 2,330 0
WANG XIN* 4,659 0.01% 4,659 0
XU KENING* 2,330 0.00% 2,330 0
DAI QIUQIN * 2,330 0.00% 2,330 0
WANG XINTIAN* 12,813 0.02% 12,813 0
XIE ZHAOSHUN* 2,330 0.00% 2,330 0
WU YING* 3,494 0.01% 3,494 0
CHEN 3,494 0.01% 3,494 0
XIAOYING*
LIU XIAOBO* 2,330 0.00% 2,330 0
LIU ENFU* 5,824 0.01% 5,824 0
WANG 6,989 0.01% 6,989 0
QIAOLING*
ZU LILI* 6,989 0.01% 6,989 0
HU MUFAN * 6,989 0.01% 6,989 0
WANG 4,659 0.01% 4,659 0
QINGLING*
WANG HUILING* 10,483 0.02% 10,483 0
TANG MING* 8,154 0.01% 8,154 0
ZHU LEI* 4,659 0.01% 4,659 0
XU JING* 2,330 0.00% 2,330 0
HU XIAOYAN* 2,330 0.00% 2,330 0
CHEN YUJUAN* 2,330 0.00% 2,330 0
CAO YU* 2,330 0.00% 2,330 0
ZHANG LIPING* 2,330 0.00% 2,330 0
YANG 2,330 0.00% 2,330 0
XUEZHONG*
CAI 2,330 0.00% 2,330 0
JIANPING*
GAO MINGYU* 2,330 0.00% 2,330 0
ZHAO 2,330 0.00% 2,330 0
GUANGHAI*
ZHANG 8,154 0.01% 8,154 0
YONGKANG*
LIU CONGJUN* 2,330 0.00% 2,330 0
YUAN XINYU* 2,330 0.00% 2,330 0
FENG XIAOWEN* 2,330 0.00% 2,330 0
FANG 2,330 0.00% 2,330 0
JIAQIANG*
PU YONGCHUN* 4,659 0.01% 4,659 0
ZHANG FENG* 3,494 0.01% 3,494 0
GU MIN* 2,330 0.00% 2,330 0
LI YUANFU* 2,330 0.00% 2,330 0
63
WU GUIZHEN* 2,330 0.00% 2,330 0
WU QINGZHI* 2,330 0.00% 2,330 0
LI GUOXI* 2,330 0.00% 2,330 0
QIU DAOYUAN* 2,330 0.00% 2,330 0
LIU BAODONG* 2,330 0.00% 2,330 0
XU GUOTAI* 4,659 0.01% 4,659 0
HUANG 2,330 0.00% 2,330 0
XIAOFEI*
WANG FEI* 2,330 0.00% 2,330 0
HUANG YUFANG* 2,330 0.00% 2,330 0
LI LI* 2,330 0.00% 2,330 0
WANG 2,330 0.00% 2,330 0
WEIDONG*
REN TIANYOU* 2,330 0.00% 2,330 0
HU HAILING* 5,824 0.01% 5,824 0
WEI FENGLAN* 2,330 0.00% 2,330 0
ZHAO XIANG* 2,330 0.00% 2,330 0
JIN YUJUAN * 2,330 0.00% 2,330 0
YAN GUIFANG* 2,330 0.00% 2,330 0
LIU SUN* 2,330 0.00% 2,330 0
GU 3,494 0.01% 3,494 0
ZHENGRONG*
ZHANG LIHUA* 2,330 0.00% 2,330 0
LIN JIANJUN* 2,330 0.00% 2,330 0
YU LIQI* 2,330 0.00% 2,330 0
ZHANG LIANG* 2,330 0.00% 2,330 0
HUANG YI* 4,659 0.01% 4,659 0
WU RUIJUAN* 11,648 0.02% 11,648 0
YE ZAIMIN * 5,824 0.01% 5,824 0
ZHANG 4,659 0.01% 4,659 0
TENGFEI*
XU SHISHENG* 8,154 0.01% 8,154 0
CHEN ZONGLIN* 11,648 0.02% 11,648 0
CAI LIPING* 2,330 0.00% 2,330 0
ZHANG HULAN* 2,330 0.00% 2,330 0
ZHANG 3,494 0.01% 3,494 0
GUANGYUN*
LIN TIANYIN* 2,330 0.00% 2,330 0
SONG GANG* 4,659 0.01% 4,659 0
64
CHEN 5,824 0.01% 5,824 0
SHUANGPING*
WANG 2,330 0.00% 2,330 0
TIANGANG*
XIE WEIJUN* 2,330 0.00% 2,330 0
LIU SHAOHUA* 2,330 0.00% 2,330 0
ZHU XIUHUA * 3,494 0.01% 3,494 0
GAO MINXIU* 5,824 0.01% 5,824 0
FAN JICHUN* 5,824 0.01% 5,824 0
ZHAO JING* 2,330 0.00% 2,330 0
SHEN QIANG* 5,824 0.01% 5,824 0
QU CHEN* 12,813 0.02% 12,813 0
LU JIANHUI* 2,330 0.00% 2,330 0
YU SHENG* 2,330 0.00% 2,330 0
DONG 4,659 0.01% 4,659 0
CHENGCHENG*
DU YONGNING* 2,330 0.00% 2,330 0
WANG FENGJUN* 2,330 0.00% 2,330 0
XIA JUN* 11,648 0.02% 11,648 0
GAO HONG* 2,330 0.00% 2,330 0
MENG XIANTAO* 2,330 0.00% 2,330 0
XING XIUZHEN * 2,330 0.00% 2,330 0
SONG LILI* 4,659 0.01% 4,659 0
SONG 2,330 0.00% 2,330 0
YUANYUAN*
YU HUIZHOU* 4,659 0.01% 4,659 0
REN YUHUA * 2,330 0.00% 2,330 0
HU JIALIN * 2,330 0.00% 2,330 0
LUO FUYI* 3,494 0.01% 3,494 0
ZHANG 2,330 0.00% 2,330 0
JINFENG*
ZHOU YALI* 2,330 0.00% 2,330 0
ZANG LINYAN* 2,330 0.00% 2,330 0
LI FENGLIN* 2,330 0.00% 2,330 0
SUN RUIZE* 2,330 0.00% 2,330 0
LIU YANQIN * 2,330 0.00% 2,330 0
ZHANG SHUMEI* 2,330 0.00% 2,330 0
ZHANG 2,330 0.00% 2,330 0
WENCHAO*
SUN PENGYUN* 2,330 0.00% 2,330 0
65
CHEN YANHONG* 3,494 0.01% 3,494 0
YU WEIHUA* 4,659 0.01% 4,659 0
XU SHILIANG* 11,648 0.02% 11,648 0
LIN LIMIN * 5,824 0.01% 5,824 0
CAO YIFENG * 2,330 0.00% 2,330 0
LIU AIFANG* 2,330 0.00% 2,330 0
CHEN WEI* 2,330 0.00% 2,330 0
XU YING* 4,659 0.01% 4,659 0
YUAN HONG * 6,057 0.01% 6,057 0
FU LIN* 2,330 0.00% 2,330 0
ZHANG 11,648 0.02% 11,648 0
JINSONG*
LI YANG* 2,330 0.00% 2,330 0
LI LIHUA* 18,637 0.03% 18,637 0
JIN DONGBIN* 2,330 0.00% 2,330 0
CAI LIHUA * 2,330 0.00% 2,330 0
HUANG 2,330 0.00% 2,330 0
GUOPING*
LIU BO* 2,330 0.00% 2,330 0
HU LIPING* 2,330 0.00% 2,330 0
CUI JIANJUN * 2,330 0.00% 2,330 0
WANG PINGJI* 2,330 0.00% 2,330 0
ZHAN YANHUA* 2,330 0.00% 2,330 0
ZHANG FUTIAN* 3,494 0.01% 3,494 0
LIN WEI* 3,494 0.01% 3,494 0
HUANG 9,318 0.02% 9,318 0
YONGDING*
BAI YUQING* 4,659 0.01% 4,659 0
LIU MIN* 2,330 0.00% 2,330 0
ZHU QIAOYING* 2,330 0.00% 2,330 0
WU JIAFENG* 8,154 0.01% 8,154 0
CAO SHIRONG* 2,330 0.00% 2,330 0
YANG JINPING* 2,330 0.00% 2,330 0
GUO CUIFENG* 2,330 0.00% 2,330 0
SONG 2,330 0.00% 2,330 0
CONGCONG*
LIU 4,659 0.01% 4,659 0
ZHONGTIAN*
KONG 2,330 0.00% 2,330 0
LINGYAN*
DAI HONGTAO* 1,165 0.00% 1,165 0
66
GAO 1,165 0.00% 1,165 0
ZHANCHUN*
ZHANG AIXIN* 2,330 0.00% 2,330 0
KONG LINGWU* 2,330 0.00% 2,330 0
SHENG ZIQIN* 1,165 0.00% 1,165 0
XIANG 1,165 0.00% 1,165 0
MINGYUE*
SUN WEI* 2,330 0.00% 2,330 0
WU CHENGLIN* 2,330 0.00% 2,330 0
GAO XIANCAI* 1,165 0.00% 1,165 0
ZHANG 2,330 0.00% 2,330 0
GUOXIANG*
XIANG LIANG* 2,330 0.00% 2,330 0
WANG JIAN* 2,330 0.00% 2,330 0
ZHANG 2,330 0.00% 2,330 0
SHOUHAI*
XIE XIAOJUN* 2,330 0.00% 2,330 0
LIU JIAN* 2,330 0.00% 2,330 0
XU BINGGUI* 4,659 0.01% 4,659 0
ZHAO 4,659 0.01% 4,659 0
HONGFANG*
LIU JIANHE* 2,330 0.00% 2,330 0
KUANG XIUYAN* 2,330 0.00% 2,330 0
WU CHANGMING* 3,494 0.01% 3,494 0
MA JIANMEI* 2,330 0.00% 2,330 0
JIAO BO* 2,330 0.00% 2,330 0
DONG FENG* 2,330 0.00% 2,330 0
JIANG RUIYIN* 2,330 0.00% 2,330 0
FU HUI* 2,330 0.00% 2,330 0
TIAN CHANGBO* 2,330 0.00% 2,330 0
YANG HONGWEI* 2,330 0.00% 2,330 0
LI ZHAOXIN* 3,494 0.01% 3,494 0
ZHANG ZHAO* 4,659 0.01% 4,659 0
ZHANG JUN* 2,330 0.00% 2,330 0
YUE 3,494 0.01% 3,494 0
JIANSHENG*
YANG PING* 2,330 0.00% 2,330 0
CHEN BO* 2,330 0.00% 2,330 0
67
LU ZHENWEI* 2,330 0.00% 2,330 0
GAO 2,330 0.00% 2,330 0
CHENGUANG*
LU JINGXIA* 2,330 0.00% 2,330 0
CHEN JIANYUN* 3,494 0.01% 3,494 0
GE JIAQING* 2,330 0.00% 2,330 0
WANG 2,330 0.00% 2,330 0
FENGYUAN*
YIN XUDONG* 2,330 0.00% 2,330 0
LIU GUIPING* 2,330 0.00% 2,330 0
LI JIE* 3,494 0.01% 3,494 0
MAO JIANFANG* 2,330 0.00% 2,330 0
SUN JIE* 3,494 0.01% 3,494 0
CHEN SUPING* 2,330 0.00% 2,330 0
GU YI* 2,330 0.00% 2,330 0
LV DAOMING* 2,330 0.00% 2,330 0
YANG JIE* 2,330 0.00% 2,330 0
HAN WANG* 2,330 0.00% 2,330 0
CAI 3,494 0.01% 3,494 0
ZHENGHONG*
CAI FAYING* 2,330 0.00% 2,330 0
YAN SHULONG* 2,330 0.00% 2,330 0
WANG 2,330 0.00% 2,330 0
CHUNYING*
LIU ZHENYU* 3,494 0.01% 3,494 0
XIE FENGZU* 10,483 0.02% 10,483 0
WANG DECHEN* 12,230 0.02% 12,230 0
TANG FENG* 2,330 0.00% 2,330 0
ZHU XINGUO* 2,330 0.00% 2,330 0
ZHOU 2,330 0.00% 2,330 0
XIAOLING*
ZHU JUN* 2,330 0.00% 2,330 0
XIE PING* 5,824 0.01% 5,824 0
ZHOU QIUFANG* 19,406 0.03% 19,406 0
LI XIUHUA* 2,330 0.00% 2,330 0
WANG PING* 2,330 0.00% 2,330 0
QIN SHUGUANG* 5,824 0.01% 5,824 0
WANG ZHEN * 3,494 0.01% 3,494 0
GE XIA* 2,330 0.00% 2,330 0
WANG XUEMEI* 3,494 0.01% 3,494 0
DING JUAN* 2,330 0.00% 2,330 0
XIAO JIETING* 1,165 0.00% 1,165 0
68
LIU QINGDUO* 1,165 0.00% 1,165 0
LIU QINGCHUN* 1,165 0.00% 1,165 0
YAO JINXIAN* 4,659 0.01% 4,659 0
TONG YIDONG* 11,648 0.02% 11,648 0
YING BOQIN* 2,330 0.00% 2,330 0
BAI QIU* 11,648 0.02% 11,648 0
YU JIALIN* 11,648 0.02% 11,648 0
YIN LIANG* 2,330 0.00% 2,330 0
WANG BIN* 2,330 0.00% 2,330 0
WANG LEI* 2,330 0.00% 2,330 0
LIU MINGHUA* 4,659 0.01% 4,659 0
GAO JIXU* 3,494 0.01% 3,494 0
SHI HAITAO* 2,330 0.00% 2,330 0
SONG ZHENYU* 2,330 0.00% 2,330 0
YU QINGHUA* 2,330 0.00% 2,330 0
SUN JUNJIE* 4,659 0.01% 4,659 0
WANG YUZHEN* 2,330 0.00% 2,330 0
LI YUBO* 3,494 0.01% 3,494 0
MA JIE* 8,154 0.01% 8,154 0
MA XIANYUN* 5,824 0.01% 5,824 0
SUN SHAOJIE* 3,494 0.01% 3,494 0
WANG 2,330 0.00% 2,330 0
GUANSHAN*
HU JUN* 2,330 0.00% 2,330 0
ZHANG RUNXI* 2,330 0.00% 2,330 0
ZHANG 3,494 0.01% 3,494 0
LISHUN*
MAO PINJIAO* 3,494 0.01% 3,494 0
LI HUA* 11,648 0.02% 11,648 0
WANG SHUGE* 6,057 0.01% 6,057 0
XU YEPING* 4,659 0.01% 4,659 0
TANG JIAFAN* 2,330 0.00% 2,330 0
SUN WEICHUN* 8,154 0.01% 8,154 0
ZHANG SHUGEN* 5,824 0.01% 5,824 0
WANG 2,330 0.00% 2,330 0
CHUNYAN*
ZHAO FUYUN* 11,648 0.02% 11,648 0
69
TONG AMIN* 9,318 0.02% 9,318 0
LI BAODONG* 11,648 0.02% 11,648 0
HAN FUTONG* 2,330 0.00% 2,330 0
JU JINGCAI* 2,330 0.00% 2,330 0
WANG ZHIJUN* 3,494 0.01% 3,494 0
LI YUNJIE* 1,165 0.00% 1,165 0
CHENG JUNYI* 5,824 0.01% 5,824 0
CHEN 34,944 0.06% 34,944 0
HONGFENG*
LONG XU* 4,659 0.01% 4,659 0
KONG 1,165 0.00% 1,165 0
XIANZHEN*
XU SHUJUAN* 1,165 0.00% 1,165 0
DU JIANJUN* 4,659 0.01% 4,659 0
WANG MIN* 2,330 0.00% 2,330 0
SONG LIMING* 3,494 0.01% 3,494 0
YUAN 3,494 0.01% 3,494 0
YINGHUA*
ZHAO JIDI* 11,648 0.02% 11,648 0
YAO 34,944 0.06% 34,944 0
TINGJIANG*
LIU JINJUN* 5,824 0.01% 5,824 0
LANG 2,330 0.00% 2,330 0
YINGWEI*
YE CHUNMEI* 34,944 0.06% 34,944 0
XIANG 2,330 0.00% 2,330 0
SHENGRONG*
HU ZHENGUO* 2,330 0.00% 2,330 0
YIN GUOSHEN* 2,330 0.00% 2,330 0
HUANG 1,165 0.00% 1,165 0
MINGGUANG*
MIAO 1,747 0.00% 1,747 0
JIANPING*
HOU 1,165 0.00% 1,165 0
XIAODONG*
CHEN 1,165 0.00% 1,165 0
YUNCHENG*
LIANG JIERU* 4,659 0.01% 4,659 0
SUN JIYU* 3,494 0.01% 3,494 0
LIN XIA* 11,648 0.02% 11,648 0
PAN YUHUA* 11,648 0.02% 11,648 0
WANG 1,934 0.00% 1,934 0
DIANJIE*
70
JIANG YUQIN* 3,879 0.01% 3,879 0
LI GUIXIANG* 1,549 0.00% 1,549 0
ZHANG 3,494 0.01% 3,494 0
SHOUQIN*
WANG SHUQIN* 6,989 0.01% 6,989 0
LIU MINGFEN* 2,330 0.00% 2,330 0
LIU SHUWEN* 3,879 0.01% 3,879 0
ZHANG LIJUN* 1,934 0.00% 1,934 0
ZHANG CAI* 1,980 0.00% 1,980 0
WANG RU* 2,330 0.00% 2,330 0
SONG QUQING* 2,330 0.00% 2,330 0
SHAN YIGUO* 2,330 0.00% 2,330 0
HAO QIAO* 2,330 0.00% 2,330 0
SUI YUEMEI* 2,330 0.00% 2,330 0
ZHANG JIAN* 3,494 0.01% 3,494 0
WANG 2,330 0.00% 2,330 0
LINGXIU*
ZHAO 2,330 0.00% 2,330 0
GUOYING*
LIU 2,330 0.00% 2,330 0
CHUNFANG*
SUN XUEHAI* 3,494 0.01% 3,494 0
GU YUEMING* 4,659 0.01% 4,659 0
MA CHUNHAI* 4,659 0.01% 4,659 0
WANG 2,330 0.00% 2,330 0
XIAOPING*
CHEN JUN* 2,330 0.00% 2,330 0
ZHONG PING* 3,494 0.01% 3,494 0
WANG 2,330 0.00% 2,330 0
JIANQIANG*
CUI SHUYANG* 3,494 0.01% 3,494 0
HAO LINGYAN* 2,330 0.00% 2,330 0
BAO AILING* 6,989 0.01% 6,989 0
LI 1,165 0.00% 1,165 0
XIANGDONG*
LIU 5,824 0.01% 5,824 0
XIANGYING*
DING 3,494 0.01% 3,494 0
LINQING*
71
YANG 11,648 0.02% 11,648 0
QIUPING*
CHOU 5,824 0.01% 5,824 0
BAOQING*
ZHANG JIFAN* 5,824 0.01% 5,824 0
LIU DONGXUE* 5,824 0.01% 5,824 0
LIU 11,648 0.02% 11,648 0
XIAODONG*
ZHANG LI* 3,494 0.01% 3,494 0
LIU JIE * 2,330 0.00% 2,330 0
JIANG 4,077 0.01% 4,077 0
FENGZHI*
YU 11,648 0.02% 11,648 0
JIANGPING*
ZHANG NAN* 3,494 0.01% 3,494 0
HUA YONG* 2,330 0.00% 2,330 0
WU JINYAN* 1,165 0.00% 1,165 0
ZHANG 1,165 0.00% 1,165 0
JINGJUAN*
GAO SHUFEN* 5,824 0.01% 5,824 0
LIU YILI* 5,824 0.01% 5,824 0
LI ZHANGUO* 2,330 0.00% 2,330 0
ZHU JINYAN* 2,330 0.00% 2,330 0
DONG 1,165 0.00% 1,165 0
BAOZHANG*
ZHENG 1,165 0.00% 1,165 0
ZHENQI*
WANG XIUXIN* 2,330 0.00% 2,330 0
LIN JUYING* 2,330 0.00% 2,330 0
YANG HUI* 4,659 0.01% 4,659 0
GAO WEI* 1,165 0.00% 1,165 0
SHEN 2,330 0.00% 2,330 0
JUNCHANG*
YIN XIANJUN* 2,330 0.00% 2,330 0
HU MINXU* 2,330 0.00% 2,330 0
HE LIJUAN* 2,330 0.00% 2,330 0
SONG 1,165 0.00% 1,165 0
WENXIANG*
WANG GUICHEN* 5,824 0.01% 5,824 0
72
SHANG JUNHUA* 3,494 0.01% 3,494 0
SHANG JUNYUN* 2,330 0.00% 2,330 0
LI BAOCAI* 11,648 0.02% 11,648 0
ZHANG LI* 34,944 0.06% 34,944 0
HAN 3,494 0.01% 3,494 0
BINGSHUANG*
ZHANG 6,989 0.01% 6,989 0
CHUNMEI*
ZHOU 3,494 0.01% 3,494 0
YUANSHENG*
YANG YUMEI* 2,330 0.00% 2,330 0
YUAN 1,165 0.00% 1,165 0
ZHENXIANG*
LI HONGYING* 1,165 0.00% 1,165 0
SONG BAOQIN* 2,330 0.00% 2,330 0
HUANG 3,494 0.01% 3,494 0
TIANCAI*
ZHANG 3,494 0.01% 3,494 0
QIUYING*
GUO GUOFANG* 2,330 0.00% 2,330 0
ZHANG 2,330 0.00% 2,330 0
LIXIANG*
ZHANG 2,330 0.00% 2,330 0
XINLING
SI YUAI* 1,165 0.00% 1,165 0
BAI 2,330 0.00% 2,330 0
XIANGBIN*
WANG 1,165 0.00% 1,165 0
HONGYAN*
WAN JIANBO* 1,165 0.00% 1,165 0
YANG QING* 8,154 0.01% 8,154 0
LU XINPING* 1,165 0.00% 1,165 0
CHEN JIHONG* 2,330 0.00% 2,330 0
YANG 1,165 0.00% 1,165 0
CHUNFANG*
SHI YOUPENG* 4,659 0.01% 4,659 0
ZHANG 3,960 0.01% 3,960 0
XIUZHEN*
QIN DAIHUA* 2,330 0.00% 2,330 0
73
CHEN YUANLI* 4,659 0.01% 4,659 0
WANG DEZHI* 5,824 0.01% 5,824 0
REN FU* 23,296 0.04% 23,296 0
SUN XINZENG* 3,494 0.01% 3,494 0
ZHAO XIUMIN* 11,648 0.02% 11,648 0
WANG PING* 5,824 0.01% 5,824 0
ZHANG 2,330 0.00% 2,330 0
FENGFEN*
LIN JING* 1,165 0.00% 1,165 0
XIAN MINGYU* 6,989 0.01% 6,989 0
YU LIJUAN * 2,330 0.00% 2,330 0
PU DI* 3,494 0.01% 3,494 0
HUANG HEQING* 5,824 0.01% 5,824 0
LI LIN* 3,494 0.01% 3,494 0
LI WENYING * 11,648 0.02% 11,648 0
QIU ZIYAO* 1,165 0.00% 1,165 0
QIU JIANHUA* 5,824 0.01% 5,824 0
CHEN 2,330 0.00% 2,330 0
HAIGUANG*
XU RUILIAN* 2,330 0.00% 2,330 0
MA JINGSHU* 2,330 0.00% 2,330 0
ZHANG QINYAN* 2,330 0.00% 2,330 0
WANG XIZI* 1,165 0.00% 1,165 0
ZHONG 1,165 0.00% 1,165 0
HANMING*
ZHANG RONG* 2,330 0.00% 2,330 0
WU TINGYONG * 3,494 0.01% 3,494 0
DU BO* 2,330 0.00% 2,330 0
LIN 9,318 0.02% 9,318 0
ZHENHONG*
LIANG 3,494 0.01% 3,494 0
YIXIANG*
BAO SHUFEN* 2,330 0.00% 2,330 0
YANG 2,330 0.00% 2,330 0
QIANQING*
SUN 2,330 0.00% 2,330 0
GUANGJUN*
CHEN 1,165 0.00% 1,165 0
LINGYAN*
LI YAFENG* 3,844 0.01% 3,844 0
74
WEI GUOHUA* 2,330 0.00% 2,330 0
LIU YANFANG* 4,077 0.01% 4,077 0
XING QUANXI* 2,330 0.00% 2,330 0
WANG LING* 3,494 0.01% 3,494 0
ZHANG 1,165 0.00% 1,165 0
JIANZHONG*
LI DESEN * 1,165 0.00% 1,165 0
LIU 3,494 0.01% 3,494 0
CONGYONG*
SUN YONG * 1,165 0.00% 1,165 0
HOU ZHONG* 1,165 0.00% 1,165 0
YU CONGRONG* 11,648 0.02% 11,648 0
ZHAO JING* 5,242 0.01% 5,242 0
SHI BING * 17,472 0.03% 17,472 0
WU XINSHENG* 4,659 0.01% 4,659 0
LI MENHUA* 5,824 0.01% 5,824 0
JIANG GE* 11,648 0.02% 11,648 0
ZHANG GUIXIA* 4,077 0.01% 4,077 0
LU HUANYING * 4,077 0.01% 4,077 0
XIAN MINGZI* 10,483 0.02% 10,483 0
YUE HUI * 5,824 0.01% 5,824 0
QI MEI* 2,330 0.00% 2,330 0
WANG XIUHE * 3,494 0.01% 3,494 0
WANG YANMEI* 2,330 0.00% 2,330 0
QU YANG * 5,824 0.01% 5,824 0
JIANG FENG * 1,281 0.00% 1,281 0
ZHAO YAN * 4,193 0.01% 4,193 0
WU XINLI* 4,659 0.01% 4,659 0
ZHANG 4,077 0.01% 4,077 0
SHUYING*
YI QINGPING* 2,330 0.00% 2,330 0
LI MIN* 2,330 0.00% 2,330 0
ZHOU HOUQUAN * 2,330 0.00% 2,330 0
YAN XIAOLI* 2,330 0.00% 2,330 0
YAN BINGUI* 2,330 0.00% 2,330 0
LIN LI* 2,330 0.00% 2,330 0
XU SHAOBO* 2,330 0.00% 2,330 0
WANG JUN* 2,330 0.00% 2,330 0
YU QI* 17,472 0.03% 17,472 0
ZHENG PING * 2,330 0.00% 2,330 0
75
LIANG HONG* 2,330 0.00% 2,330 0
LI MENGTAO* 2,330 0.00% 2,330 0
YU YANHONG* 2,330 0.00% 2,330 0
LI CHANGXIN* 2,330 0.00% 2,330 0
WANG YIHUA* 3,494 0.01% 3,494 0
HAO YANLING* 3,494 0.01% 3,494 0
HE DAXIN* 4,659 0.01% 4,659 0
YANG RUI* 2,330 0.00% 2,330 0
JU JIFAN * 2,330 0.00% 2,330 0
FANG KAIQING* 2,330 0.00% 2,330 0
HE PEIYAN * 2,330 0.00% 2,330 0
CHEN 4,659 0.01% 4,659 0
JIANPING*
CHEN XUEDI* 5,824 0.01% 5,824 0
DAI XUENI* 4,659 0.01% 4,659 0
ZHANG 1,165 0.00% 1,165 0
DONGYAN*
DAI JUN* 3,494 0.01% 3,494 0
YANG HONGMEI* 1,165 0.00% 1,165 0
TIAN 1,165 0.00% 1,165 0
HENGPING*
ZHAO LIHAI* 11,648 0.02% 11,648 0
XU LIJIE* 11,648 0.02% 11,648 0
YIN CUIYUN* 5,824 0.01% 5,824 0
LEI HONGWEN* 5,824 0.01% 5,824 0
SHI 2,330 0.00% 2,330 0
QINGYUAN*
CAO XIULAN* 3,494 0.01% 3,494 0
SUN ZAIHE* 2,330 0.00% 2,330 0
CHEN YIKANG* 3,494 0.01% 3,494 0
GAO LINGXIN* 2,330 0.00% 2,330 0
ZHANG ENYING* 2,330 0.00% 2,330 0
CAO KEYI* 2,330 0.00% 2,330 0
LIN TIANMIN* 2,330 0.00% 2,330 0
YANG 3,494 0.01% 3,494 0
MINXIANG*
SU DIANLI* 5,824 0.01% 5,824 0
YANG 5,824 0.01% 5,824 0
GUOYING*
ZHANG YING* 3,494 0.01% 3,494 0
YANG 11,648 0.02% 11,648 0
XIUYING*
76
LI BAOJING* 2,330 0.00% 2,330 0
JIN YUEZHU* 1,165 0.00% 1,165 0
ZHAO SHIJUN* 2,330 0.00% 2,330 0
LEI DINGKUAN* 1,165 0.00% 1,165 0
SUN XUE* 5,824 0.01% 5,824 0
YANG 4,659 0.01% 4,659 0
HUIXIAN*
MA XIULI* 1,165 0.00% 1,165 0
XUE SHUANG* 10,483 0.02% 10,483 0
CHEN 1,165 0.00% 1,165 0
ZHONGMEI*
ZHOU YE* 3,494 0.01% 3,494 0
ZHU YOUJIAN* 1,165 0.00% 1,165 0
LIU WEISHENG* 1,165 0.00% 1,165 0
KONG FANHUA* 1,165 0.00% 1,165 0
NI YANLING* 3,494 0.01% 3,494 0
ZHANG LI * 2,330 0.00% 2,330 0
ZHONG 2,330 0.00% 2,330 0
HONGFEI*
MA SHUZHI* 2,330 0.00% 2,330 0
BI XUEYING* 2,330 0.00% 2,330 0
ZHANG LIJIE* 1,165 0.00% 1,165 0
DENG XINGHAI* 2,330 0.00% 2,330 0
SHAO JINMING* 5,824 0.01% 5,824 0
SU GENYUAN* 1,165 0.00% 1,165 0
LI SHULIAN* 4,310 0.01% 4,310 0
YANG JIE* 3,494 0.01% 3,494 0
ZHOU HONGJUN* 19,406 0.03% 19,406 0
XIE JING* 3,879 0.01% 3,879 0
MA GANG* 11,648 0.02% 11,648 0
ZHANG JING* 9,318 0.02% 9,318 0
LIU HUANTING* 2,330 0.00% 2,330 0
TENG 2,330 0.00% 2,330 0
YOUSHENG*
TANG JIMIN* 1,165 0.00% 1,165 0
XU QING* 11,648 0.02% 11,648 0
WANG YINGHUA* 5,824 0.01% 5,824 0
SHEN YAN * 5,824 0.01% 5,824 0
TANG YINHUA* 2,330 0.00% 2,330 0
77
ZHANG 3,494 0.01% 3,494 0
JINLONG*
LIU LIYING* 1,165 0.00% 1,165 0
ZHAO 1,165 0.00% 1,165 0
JINCHENG*
WANG YOULAN* 2,330 0.00% 2,330 0
ZHENG SHUJIN* 2,330 0.00% 2,330 0
FANG XIAOLAN* 2,330 0.00% 2,330 0
WU YUANFENG* 2,330 0.00% 2,330 0
ZHU HONGXI* 6,989 0.01% 6,989 0
CAO WEIZHEN * 12,230 0.02% 12,230 0
WANG MINGLI* 5,824 0.01% 5,824 0
MENG ZHAOYI* 5,824 0.01% 5,824 0
YANG YUMEI* 2,796 0.00% 2,796 0
MA LIANYOU* 2,330 0.00% 2,330 0
MA LIANZHEN* 2,330 0.00% 2,330 0
QI SHULAN* 3,494 0.01% 3,494 0
WU LIXIN* 2,330 0.00% 2,330 0
JIANG JING* 6,989 0.01% 6,989 0
DONG SHUFEN* 3,494 0.01% 3,494 0
HAO ZHENQI* 3,494 0.01% 3,494 0
ZHANG 5,824 0.01% 5,824 0
ZHONGFAN*
ZHANG LIJIE* 11,683 0.02% 11,683 0
WEI DAN* 19,802 0.03% 19,802 0
GU YOUYING* 5,824 0.01% 5,824 0
WANG YING * 3,494 0.01% 3,494 0
WANG YAN* 3,494 0.01% 3,494 0
DU DAILING* 3,494 0.01% 3,494 0
HU JINGHUA* 2,330 0.00% 2,330 0
PIAO ZHENFU* 2,330 0.00% 2,330 0
GUO LIYA* 2,330 0.00% 2,330 0
XU YALI* 4,077 0.01% 4,077 0
WANG YURONG* 2,330 0.00% 2,330 0
WEI YIQING* 1,165 0.00% 1,165 0
ZHANG GUIMIN* 4,077 0.01% 4,077 0
DU LIPING* 5,824 0.01% 5,824 0
WEN GUIFEN* 4,077 0.01% 4,077 0
FAN WEICHENG * 2,330 0.00% 2,330 0
78
ZHANG JING* 4,659 0.01% 4,659 0
XIANG YAHONG* 2,330 0.00% 2,330 0
ZHAOYING* 5,824 0.01% 5,824 0
CUI YUMING* 17,472 0.03% 17,472 0
ZHANG SHUJUN* 5,824 0.01% 5,824 0
SUN YULIU* 1,165 0.00% 1,165 0
LI QINGQIN* 3,494 0.01% 3,494 0
TAO SHUFEN* 5,824 0.01% 5,824 0
ZHAO LIYING* 5,824 0.01% 5,824 0
WANG 3,494 0.01% 3,494 0
YINGHUI*
QIU JIANHUA* 30,285 0.05% 30,285 0
YANG 2,330 0.00% 2,330 0
XIANFENG*
HUANG 3,494 0.01% 3,494 0
YUHUANG*
ZHAO 1,165 0.00% 1,165 0
GUANGSONG*
XU XIAORAN* 3,494 0.01% 3,494 0
CAI GUOFENG* 6,989 0.01% 6,989 0
WU FUYA* 3,494 0.01% 3,494 0
SU PING* 5,824 0.01% 5,824 0
LI SHU FEN* 3,879 0.01% 3,879 0
WANG SONGMEI* 3,879 0.01% 3,879 0
SHAO LIXIAN* 3,879 0.01% 3,879 0
WANG XINYING* 3,879 0.01% 3,879 0
LIU XIANZHOU* 3,879 0.01% 3,879 0
SHEN XUBO* 1,980 0.00% 1,980 0
ZHAO GUOHUI* 3,879 0.01% 3,879 0
FU YUJIE* 2,330 0.00% 2,330 0
ZHAO BAOLING* 3,879 0.01% 3,879 0
SHEN 6,208 0.01% 6,208 0
GUANGHUA*
WANG XUE* 2,330 0.00% 2,330 0
ZHANG 3,879 0.01% 3,879 0
JIANHUA*
ZHANG JINGBO* 2,330 0.00% 2,330 0
LIANG ENSHUN* 2,330 0.00% 2,330 0
79
WANG GUOHUA* 2,330 0.00% 2,330 0
ZHANG 4,077 0.01% 4,077 0
CUIYING*
SUN SHUYUN * 4,077 0.01% 4,077 0
ZHANG 4,077 0.01% 4,077 0
HAIKUAN*
WANG HAIGANG* 11,648 0.02% 11,648 0
YAO MINGCAI* 3,494 0.01% 3,494 0
SUN GUIYUN* 2,330 0.00% 2,330 0
SUN XIUQING* 1,165 0.00% 1,165 0
LIU ZHANMIN* 3,879 0.01% 3,879 0
XU HUIZHEN* 3,879 0.01% 3,879 0
LIU TIANE* 2,330 0.00% 2,330 0
WANG SHAOHUA* 2,330 0.00% 2,330 0
YV LIMIN* 4,077 0.01% 4,077 0
ZHANG* 11,648 0.02% 11,648 0
JINGRONG
QIU PING* 1,165 0.00% 1,165 0
CUI CAIHONG* 2,330 0.00% 2,330 0
LI LIJIE* 1,165 0.00% 1,165 0
WANG ZHIHONG* 2,330 0.00% 2,330 0
JIN JUXIU* 1,165 0.00% 1,165 0
ZHANG JING* 1,165 0.00% 1,165 0
WANG ZUOYV* 2,330 0.00% 2,330 0
DONG YVSHU* 1,165 0.00% 1,165 0
LIU AIQIN* 4,659 0.01% 4,659 0
DENG 1,165 0.00% 1,165 0
XIUPING*
DAI HONGJIE* 1,165 0.00% 1,165 0
YAN MEISHENG* 15,142 0.03% 15,142 0
LI YVQIANG* 5,824 0.01% 5,824 0
YANG LIANGCE* 8,154 0.01% 8,154 0
LIU XIAOLING* 1,165 0.00% 1,165 0
WU LIBO* 2,330 0.00% 2,330 0
YV HONGE* 2,330 0.00% 2,330 0
WANG GUIMEI* 2,330 0.00% 2,330 0
YAN GUOLIN* 1,398 0.00% 1,398 0
ZHANG 3,879 0.01% 3,879 0
XIAOKUN*
80
WU GUANGYAN* 4,659 0.01% 4,659 0
WANG ENPU* 5,824 0.01% 5,824 0
SUN ZHEN* 11,648 0.02% 11,648 0
YIN KAIWEI* 23,296 0.04% 23,296 0
WANG 3,494 0.01% 3,494 0
LANXIANG*
YANG 2,330 0.00% 2,330 0
ZHONGXIN*
AN JIULIAN* 2,330 0.00% 2,330 0
ZHU BAILIN* 11,648 0.02% 11,648 0
ZHU BAIRONG* 11,648 0.02% 11,648 0
ZHANG 11,648 0.02% 11,648 0
ZUOPENG*
YAO LI* 11,648 0.02% 11,648 0
ZHOU LIRONG* 11,648 0.02% 11,648 0
MA JINGYUN* 11,648 0.02% 11,648 0
YU JINGZHI* 23,296 0.04% 23,296 0
LI SHUXIU* 5,125 0.01% 5,125 0
SHA YUJING* 5,824 0.01% 5,824 0
CHENG 11,648 0.02% 11,648 0
JIANHUA*
SONG 1,165 0.00% 1,165 0
XUEGUANG*
CHENG LI* 1,165 0.00% 1,165 0
CHE HUI* 1,165 0.00% 1,165 0
ZHAO SHILIN* 2,330 0.00% 2,330 0
LV CHEN* 5,824 0.01% 5,824 0
YE FEI* 5,824 0.01% 5,824 0
LI SHURONG* 2,330 0.00% 2,330 0
LI CAILING* 1,165 0.00% 1,165 0
CHEN YOU* 2,330 0.00% 2,330 0
KANG 3,494 0.01% 3,494 0
YANFANG*
GU YUYING * 11,648 0.02% 11,648 0
LI SHUMEI* 5,824 0.01% 5,824 0
WANG SHENGLI* 4,659 0.01% 4,659 0
CI JUAN* 5,824 0.01% 5,824 0
CHEN 9,318 0.02% 9,318 0
XIAOLING*
ZHANG 6,989 0.01% 6,989 0
WENJUN*
81
MA DONGMEI* 2,330 0.00% 2,330 0
CAO KUNLONG* 3,494 0.01% 3,494 0
GAO XUEXIA* 2,330 0.00% 2,330 0
ZHEN YANHUA* 2,330 0.00% 2,330 0
ZHANG LINA* 1,165 0.00% 1,165 0
ZHANG JING* 2,330 0.00% 2,330 0
ZHU QING* 2,330 0.00% 2,330 0
JIN LIE* 2,330 0.00% 2,330 0
MAO XIAODI* 11,648 0.02% 11,648 0
CHE CHANG* 2,330 0.00% 2,330 0
LIU CAIXIA* 11,648 0.02% 11,648 0
SHEN YAN* 2,330 0.00% 2,330 0
WEI SHOUREN* 11,648 0.02% 11,648 0
LIU NAN* 36,342 0.06% 36,342 0
CHEN QIANG* 12,813 0.02% 12,813 0
LIU SHU* 11,648 0.02% 11,648 0
WANG 11,648 0.02% 11,648 0
MINGJING*
FENG LIAN* 11,648 0.02% 11,648 0
ZHANG ZHIXIN* 5,824 0.01% 5,824 0
XIAO RUIDONG* 23,296 0.04% 23,296 0
LI LINA* 4,659 0.01% 4,659 0
GAO SONG* 11,648 0.02% 11,648 0
LUAN HAILONG* 11,648 0.02% 11,648 0
SU WEIGUANG* 6,989 0.01% 6,989 0
LUO CAIQIN* 2,330 0.00% 2,330 0
MENG FANYU* 12,813 0.02% 12,813 0
YANG YUBIN* 15,142 0.03% 15,142 0
LV ZHUJUN* 2,330 0.00% 2,330 0
ZHANG 9,668 0.02% 9,668 0
XIAOXIN*
ZHANG GUILAN* 1,165 0.00% 1,165 0
LIU ZHONGWEI* 1,165 0.00% 1,165 0
ZHANG SHULAN* 1,165 0.00% 1,165 0
MENG XIANGYU* 1,165 0.00% 1,165 0
WANG JIXIN* 699 0.00% 699 0
MENG 1,864 0.00% 1,864 0
ZHAOMING*
82
CAO YING* 699 0.00% 699 0
XIA ZHANKUN* 699 0.00% 699 0
JI LING* 1,165 0.00% 1,165 0
SUN YIYANG* 1,165 0.00% 1,165 0
YANG SHUHUA* 1,165 0.00% 1,165 0
ZHANG YUANXI* 1,165 0.00% 1,165 0
LIU XIAOBO* 699 0.00% 699 0
DANG 699 0.00% 699 0
CHANGPING*
SONG XIBIN* 1,165 0.00% 1,165 0
ZHANG RONG* 5,824 0.01% 5,824 0
PAN JINYONG* 5,824 0.01% 5,824 0
PAN FUGUI* 11,648 0.02% 11,648 0
JIANG WAN* 3,494 0.01% 3,494 0
XIA ZHISHAN* 2,330 0.00% 2,330 0
LI LI* 58,240 0.10% 58,240 0
YAO YINGBIN* 3,494 0.01% 3,494 0
HUA AN* 2,330 0.00% 2,330 0
YANG XIURU* 17,472 0.03% 17,472 0
LI JINHUA* 58,240 0.10% 58,240 0
JIA HONGXUE* 2,330 0.00% 2,330 0
ZHOU 1,165 0.00% 1,165 0
CHUNFANG*
WANG ZHAO* 2,330 0.00% 2,330 0
LI SHU* 11,648 0.02% 11,648 0
CHEN JIE* 34,944 0.06% 34,944 0
SHI MEIPING* 23,296 0.04% 23,296 0
YANG 2,330 0.00% 2,330 0
GUANGMIAO*
XU JUE* 2,330 0.00% 2,330 0
LI WEI* 23,296 0.04% 23,296 0
LI GUOYING* 1,165 0.00% 1,165 0
ZHU JUNYI 1,164,800 2.00% 1,164,800 0
ZHANG TAO* 11,648 0.02% 11,648 0
SUN QIUSHI* 2,330 0.00% 2,330 0
LI JUN* 17,472 0.03% 17,472 0
YAO JUNYING* 5,824 0.01% 5,824 0
LI KEMING* 3,494 0.01% 3,494 0
LI YI* 11,648 0.02% 11,648 0
CHEN LEI* 11,648 0.02% 11,648 0
XU SHUQIN* 3,494 0.01% 3,494 0
WANG KEBIN* 5,824 0.01% 5,824 0
83
CAO RUIXUE* 5,824 0.01% 5,824 0
CAO YAN* 5,824 0.01% 5,824 0
LI GANGJIAN* 2,330 0.00% 2,330 0
ZHU XU* 17,239 0.03% 17,239 0
WANG 1,165 0.00% 1,165 0
JIANGHAI*
ZHANG LING* 3,494 0.01% 3,494 0
YANG YIXUAN* 46,592 0.08% 46,592 0
CAO HACHEN* 2,330 0.00% 2,330 0
HAN LING* 11,648 0.02% 11,648 0
LI SHIQIU* 1,747 0.00% 1,747 0
ZHANG YING* 1,747 0.00% 1,747 0
ZHANG GUILAN* 1,747 0.00% 1,747 0
LI ZUOZHI* 1,747 0.00% 1,747 0
DING NING* 3,494 0.01% 3,494 0
CAI LIWEN* 3,494 0.01% 3,494 0
SONG YUCHUAN* 3,494 0.01% 3,494 0
CHANG 3,494 0.01% 3,494 0
YAGUANG*
ZOU SHUXIA* 3,494 0.01% 3,494 0
XU YUZHANG* 3,494 0.01% 3,494 0
ZHANG 3,494 0.01% 3,494 0
ZHIJIAN*
REN GUOHUA* 3,494 0.01% 3,494 0
ZHANG 6,989 0.01% 6,989 0
YUANLONG*
ZHOU CHAO* 2,330 0.00% 2,330 0
LIANG 3,494 0.01% 3,494 0
QIUHUAN*
SUN GUOJUN* 2,330 0.00% 2,330 0
LIAO YANG* 2,330 0.00% 2,330 0
LI GUANGMING* 3,494 0.01% 3,494 0
JIANG CHAO* 11,648 0.02% 11,648 0
QI ZEYAN* 2,330 0.00% 2,330 0
WANG ZHIJUN* 3,494 0.01% 3,494 0
WANG JIXING* 5,824 0.01% 5,824 0
FAN SHENGJIN* 2,330 0.00% 2,330 0
JIN HONG* 2,330 0.00% 2,330 0
MENG 2,330 0.00% 2,330 0
XIANGYUN*
ZHANG MIN* 11,648 0.02% 11,648 0
84
ZHAO YING* 116,480 0.20% 116,480 0
LI 1,165 0.00% 1,165 0
CHANGJIANG*
XU XIAOHUA* 3,494 0.01% 3,494 0
ZHANG SHULAN* 3,494 0.01% 3,494 0
WANG 5,824 0.01% 5,824 0
HONGYING*
WANG JIEYING* 2,330 0.00% 2,330 0
LIU HUIPING* 5,824 0.01% 5,824 0
WU JINGHUI* 2,330 0.00% 2,330 0
*E YEGUANG* 174,720 0.30% 174,720 0
SUN GUIFANG* 11,648 0.02% 11,648 0
WANG HUIYU* 17,472 0.03% 17,472 0
WEI JIE* 3,494 0.01% 3,494 0
CHENG YANG* 1,165 0.00% 1,165 0
WANG BIN* 1,165 0.00% 1,165 0
WANG 1,165 0.00% 1,165 0
QINGLING*
YAN WENXUE* 3,494 0.01% 3,494 0
WANG JUNHUAN* 11,648 0.02% 11,648 0
LI XUEFEI* 16,307 0.03% 16,307 0
KANG 108,326 0.19% 108,326 0
XIAOCHUN*
XIAO LU* 2,330 0.00% 2,330 0
WANG YANAN 1,164,800 2.00% 1,164,800 0
YangJIAXIN 5,678,400 9.75% 5,678,400 0
YU DEQING* 23,296 0.04% 23,296 0
ZHANG HAI* 34,944 0.06% 34,944 0
WANG YANHUA* 8,154 0.01% 8,154 0
WEN JI* 3,494 0.01% 3,494 0
LV YUXIA* 1,631 0.00% 1,631 0
LI CAIYUN* 2,330 0.00% 2,330 0
SONG LIPING* 3,494 0.01% 3,494 0
NI SONGZHI* 11,648 0.02% 11,648 0
JIN YANLI* 5,824 0.01% 5,824 0
LANG 15,142 0.03% 15,142 0
HONGMEI*
WANG YING* 5,824 0.01% 5,824 0
SHI YANMEI* 9,551 0.02% 9,551 0
GUO LINGLI* 5,824 0.01% 5,824 0
85
ZHU 26,790 0.05% 26,790 0
XIAOYING*
ZHANG 3,494 0.01% 3,494 0
QIUMEI*
SUN LEI* 8,154 0.01% 8,154 0
DUAN 2,330 0.00% 2,330 0
TAIPING*
WANG 11,648 0.02% 11,648 0
QUANYING*
LIU LIJUAN* 11,648 0.02% 11,648 0
CAO 8,154 0.01% 8,154 0
CHUNYONG*
LI JIXIANG* 11,648 0.02% 11,648 0
ZHANG MEI* 5,824 0.01% 5,824 0
GUAN 2,330 0.00% 2,330 0
JINGLAN*
QIU 2,330 0.00% 2,330 0
HONGSHENG*
LIU ZHEQI* 8,154 0.01% 8,154 0
LIU GUOMING* 3,494 0.01% 3,494 0
LI JING* 69,888 0.12% 69,888 0
SHA JINGYUN* 8,387 0.01% 8,387 0
JI ZHONGSHA* 11,648 0.02% 11,648 0
CHEN XIUYUN* 4,193 0.01% 4,193 0
ZHANG SUXIA* 5,824 0.01% 5,824 0
LI RUNHUA* 7,921 0.01% 7,921 0
LIU RUI* 5,824 0.01% 5,824 0
GONG CHANGFU* 38,438 0.07% 38,438 0
YAN MENG* 38,438 0.07% 38,438 0
YAO XIAOJUAN* 3,494 0.01% 3,494 0
LIU WENRU * 3,844 0.01% 3,844 0
NA JIA* 3,844 0.01% 3,844 0
SHEN YUE* 3,844 0.01% 3,844 0
LI QIUJU* 3,844 0.01% 3,844 0
ZHAO SHUYIN* 3,844 0.01% 3,844 0
CHENG LIN * 3,844 0.01% 3,844 0
CHEN CHEN 582,400 1.00% 582,400 0
NIU GUIXIN* 1,165 0.00% 1,165 0
WANG YANG* 2,330 0.00% 2,330 0
ZHAO GUIRU* 4,659 0.01% 4,659 0
TANG FANGJIE* 1,165 0.00% 1,165 0
86
ZHANG 1,165 0.00% 1,165 0
GUANGHUA*
ZHAO QIANG* 1,165 0.00% 1,165 0
HE YUNSHENG* 1,165 0.00% 1,165 0
JIA XIAO* 1,165 0.00% 1,165 0
LV XIANJIE* 11,648 0.02% 11,648 0
LV JIEYING* 1,165 0.00% 1,165 0
YANG YVQIAO* 3,494 0.01% 3,494 0
CHEN ZHIMING* 3,494 0.01% 3,494 0
LIU HAITAO* 1,165 0.00% 1,165 0
YIN ZHAOGUO* 2,912 0.01% 2,912 0
ZHAO 11,648 0.02% 11,648 0
QINGSHENG*
ZHUANG 5,824 0.01% 5,824 0
YINGCHUN*
HUANG CHINAN* 5,824 0.01% 5,824 0
Total 57,805,600 *99.25% 55,476,000 * 4%
* Less than 1% of the outstanding shares of common stock.
DESCRIPTION OF SECURITIES
The descriptions in this section and in other sections of this prospectus of
our securities and various provisions of our certificate of incorporation and
our bylaws are limited solely to descriptions of the material terms of our
securities, articles of incorporation and bylaws.
Our authorized capital stock consists of 100,000,000 shares of common stock,
$.001 par value per share, 58,240,000 shares of which are issued and
outstanding.
Common Stock
The holders of our common stock are entitled to equal dividends and
distributions per share with respect to the common stock when and if declared
by the Board of Directors from funds legally available therefore. No holder of
any shares of our common stock has a pre-emptive right to subscribe for any of
our securities. Upon liquidation, dissolution, or winding up of us, and after
payment of creditors and preferred shareholders, the assets will be divided
pro-rata on a share-for-share basis among the holders of the shares of common
stock. All shares of common stock now outstanding are fully paid, validly
issued, and non-assessable.
Each share of common stock is entitled to one vote with respect to the election
of any director or any other matter upon which shareholders are required or
permitted to vote. Holders of the common stock do not have cumulative voting
rights, so the holders of more than 50% of the combined shares voting for the
87
election of directors may elect all of the directors if they choose to do so,
and, in that event, the holders of the remaining shares will not be able to
elect any members to the board of directors.
ANTI-TAKEOVER EFFECTS OF VARIOUS PROVISIONS OF DELAWARE LAW AND OUR ARTICLES OF
INCORPORATION AND BYLAWS
We are subject to Section 203 of the Delaware General Corporation Law. Subject
to certain exceptions, this statute regulating corporate takeovers prohibits a
Delaware corporation from engaging in any business combination with any
interested shareholder for three years following the date that the shareholder
became an interested shareholder.
Generally, a business combination includes a merger, asset or stock sale, or
other transaction resulting in a financial benefit to the interested
shareholder. An interested shareholder is a person who, together with
affiliates and associates, owns or, within three years prior to the
determination of interested shareholder status, did own 15% or more of a
corporation's outstanding voting securities. We expect the existence of this
provision to have an anti-takeover effect with respect to transactions our
board of directors does not approve in advance. We also anticipate that Section
203 may discourage takeover attempts that might result in a premium over the
market price for the shares of common stock held by shareholders.
Provisions of our certificate of incorporation and bylaws may have the effect
of making it more difficult for a third party to acquire, or discourage a third
party from attempting to acquire, control of our Company by means of a tender
offer, a proxy contest or otherwise. These provisions may also make the removal
of incumbent officers and directors more difficult. These provisions are
intended to discourage certain types of coercive takeover practices and
inadequate takeover bids and to encourage persons seeking to acquire control of
us to first negotiate with us. These provisions could also limit the price that
investors might be willing to pay in the future for shares of our common stock.
These provisions may make it more difficult for shareholders to take specific
corporate actions and could have the effect of delaying or preventing a change
in control.
SHARES ELIGIBLE FOR FUTURE SALE
As of May 12, 2006, 58,240,000 shares of our common stock are outstanding. Of
the outstanding shares, 148,000 shares of common stock are immediately eligible
for sale in the public market without restriction or further registration under
the Securities Act. All other outstanding shares of our common stock are
"restricted securities" as such term is defined under Rule 144, in that such
shares were issued in private transactions not involving a public offering and
may not be sold in the absence of registration other than in accordance with
Rules 144, 144(k), or 701 promulgated under the Securities Act or another
exemption from registration.
88
In general, under Rule 144 as currently in effect, a person, including an
affiliate, who has beneficially owns shares for at lease one year is entitled
to sell, within any three-month period commencing 90 days after the date of
this prospectus, a number of shares that does not exceed the greater of one
percent of the then outstanding shares of our common stock or the average
weekly trading volume in our common stock during the four calendar weeks
preceding the date on which notice of such sale is filed, subject to various
restrictions. In addition, a person who is not deemed to have been an affiliate
of ours at any time during the 90 days preceding a sale and who has
beneficially owned the shares proposed to be sold for at least two years would
be entitled to sell those shares under Rule 144(k) without regard to the
requirements described above.
To the extent that shares were acquired from an affiliate, such person's
holding period for the purpose of affecting a sale under Rule 144 commences on
the date of transfer from the affiliate. However, in the SEC's interpretive
letter to the NASD, the SEC concluded that promoters or affiliates of blank
check companies and their transferees would be deemed underwriters, under the
Act, when reselling the securities of a blank check company. The letter goes on
to state that the securities held by the persons referenced above can only be
sold through a registered offering and not in reliance on Rule 144. From
approximately 2004 through May 8, 2006, the date we completed the exchange,
we were a blank check company. Based on the foregoing, and as of May 12,
2006, approximately 148,000 shares of our restricted shares were eligible for
sale under Rule 144. Based on management's review of our stock transfer
records, each of the holders of the afore-referenced shares acquired their
securities prior to the time that we became a blank check company.
There has been very limited trading volume in our common stock to date. Sales
of substantial amounts of our common stock under Rule 144, this prospectus, or
otherwise, could adversely affect the prevailing market price of our common
stock and could impair our ability to raise capital through the future sale of
our securities.
TRANSFER AGENT AND REGISTRAR
The Transfer Agent and Registrar for our common stock is Holladay Stock
Transfer, 2939 North 67th Place, Scottsdale, Arizona 85281 and its telephone
number is 480-481-3940.
PLAN OF DISTRIBUTION
We are registering a total of 55,476,000 shares of our common stock that are
being offered by the selling shareholders. As used in this prospectus, "selling
shareholders" includes the pledgees, donees, transferees or others who may
later hold the selling shareholders' interests in the common stock. We will pay
the costs and fees of registering the common shares, but the selling
shareholders will pay any brokerage commissions, discounts or other expenses
relating to the sale of the common stock. We will not receive the proceeds
from the sale of the shares by the selling shareholders.
89
The selling shareholders and any of their pledgees, assignees and successors-
in-interest may, from time to time, sell any or all of their shares of common
stock on any stock exchange, market, or trading facility on which the shares
are traded or in private transactions. These sales may be at fixed or
negotiated prices. The selling shareholders may use any one or more of the
following methods when selling shares:
- Ordinary brokerage transactions and transactions in which the broker-
dealer solicits purchasers;
- Block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- Purchases by a broker-dealer as principal and resale by the broker-
dealer for its account;
- An exchange distribution in accordance with the rules of the
applicable exchange;
- Privately negotiated transactions;
- Broker-dealers may agree with the selling shareholders to sell a
specified number of such shares at a stipulated price per share;
- A combination of any such methods of sale; and
- Any other method permitted pursuant to applicable law.
The selling shareholders may also sell shares under Rule 144 under the
Securities Act, if available, rather than under this prospectus. Broker-dealers
engaged by the selling shareholders may arrange for other brokers-dealers to
participate in sales. Broker-dealers may receive commissions or discounts from
the selling shareholders (or, if any broker-dealer acts as agent for the
purchaser of shares, from the purchaser) in amounts to be negotiated. The
selling shareholders do not expect these commissions and discounts to exceed
what is customary in the types of transactions involved.
The selling shareholders may from time to time pledge or grant a security
interest in some or all of the shares of common stock or warrants owned by them
and, if they default in the performance of their secured obligations, the
pledges, or secured parties may offer and sell the shares of common stock from
time to time under this prospectus, or under an amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act,
amending the list of selling shareholders to include the pledgee, transferee,
or other successors in interest as selling shareholders under this prospectus.
LEGAL MATTERS
The validity of the registration for the resale of common stock will be passed
upon for us by King & Wood LLP.
90
EXPERTS
The financial statements for Echelon Acquisition Corp. as of and for the
period ended as December 31, 2005 and 2004; the consolidated financial
statements of Asia Biotechnology Group Inc. as of and for the period ended as
of December 31, 2005 included in this prospectus have been audited by Child,
Van Wagoner & Bradshaw, PLLC, independent registered public accounting firm,
to the extent and for the periods set forth in their reports appearing
elsewhere herein and are included in reliance upon such reports given upon
the authority of that firm as experts in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
None.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration statement on Form SB-2 under the
Securities Act in connection with the offering of the common stock by the
selling shareholders. This prospectus, which is part of the registration
statement, does not contain all of the information included in the registration
statement. Some information is omitted and you should refer to the registration
statement and its exhibits. With respect to references made in this prospectus
to any contract, agreement or other document of ours, such references are not
necessarily complete and you should refer to the exhibits attached to the
registration statement for copies of the actual contracts, agreements or other
documents. You may review a copy of the registration statement, including
exhibits, at the SEC's public reference room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. The public may obtain information on the operation of
the public reference room by calling the SEC at 1-800-SEC-0330.
We also file annual, quarterly and current reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information on file at the public reference rooms. You can also request
copies of these documents, for a copying fee, by writing to the SEC.
91
FINANCIAL STATEMENTS
Table of Contents
Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.....................F-1
ECHELON ACQUISITION CORP....................................................F-3
BALANCE SHEET...............................................................F-3
STATEMENTS OF OPERATIONS....................................................F-4
STATEMENTS OF SHAREHOLDERS' EQUITY..........................................F-5
STATEMENTS OF CASH FLOWS....................................................F-6
NOTES TO FINANCIAL STATEMETNS...............................................F-7
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM....................F-12
ASIA BIOTECHNOLOGY GROUP INC...............................................F-13
CONSOLIDATED BALANCE SHEET.................................................F-13
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS...............F-14
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY.............................F-15
CONSOLIDATED STATEMENT OF CASH FLOW........................................F-16
NOTES TO FINANCIAL STATEMENTS..............................................F-17
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS......................F-26
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET.............................F-28
UNAUDITED PRO FORMA CON SOLIDATED STATEMENT OF OPERATIONS..................F-30
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS.............F-32
F-1
Child, Van Wagoner & Bradshaw, PLLC
A PROFESSIONAL LIMITED LIABILITY COMPANY OF CERTIFIED PUBLIC ACCOUNTANTS
5296 S. Commerce Dr., Suite 300, Salt Lake City, UT 84107
PHONE: (801) 281-4700 FAX: (801) 281-4701
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors
Echelon Acquisition Corp.
We have audited the accompanying balance sheet of Echelon Acquisition Corp. as
of December 31, 2005, and the related statements of operations, shareholders'
equity (deficit), and cash flows for the year ended December 31, 2005 and for
the period from July 27, 2004 (inception) to December 31, 2004. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting, as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Echelon Acquisition Corp. as
of December 31, 2005, and the results of its operations and its cash flows for
the year ended December 31, 2005 and for the period from July 27, 2004
(inception) to December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
May 8, 2006
F-2
ECHELON ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
BALANCE SHEET
December 31,
2005
ASSETS
Current assets:
Cash and cash equivalents $ -
------------
Total assets $ -
============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities:
Accrued liabilities $ 800
------------
Total current liabilities 800
------------
Total liabilities 800
Shareholders' deficit:
Preferred Stock at $0.001 par value; authorized
20,000,000 shares; no shares issued and
outstanding -
Common stock at $0.001 par value; authorized 11,648
100,000,000 shares; 11,648,000 shares issued
and outstanding
Deficit accumulated during the development stage (12,448)
------------
Total shareholders' deficit (800)
------------
Total liabilities and shareholders' deficit $ -
============
See accompanying notes to financial statements.
F-3
ECHELON ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF OPERATIONS
For the Year Period from Period from
ended July 27, 2004 July 27, 2004
December (inception) to (inception) to
31, December 31, December 31,
2005 2004 2005
------------- -------------- --------------
Revenue $ - $ - $ -
General and administrative
Organization and related expenses - 148 148
General and administrative expenses 11,500 800 12,300
------------- -------------- --------------
Total general and administrative 11,500 948 12,448
------------- -------------- --------------
Net loss $ (11,500) $ (948) $ (12,448)
============= ============== ==============
Net loss per share
- - basic and fully diluted $ (0.00) $ (0.01)
============= ==============
Weighted average ordinary shares
outstanding
- - basic and fully diluted 9,946,630 148,000
============= ==============
See accompanying notes to financial statements.
F-4
ECHELON ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF SHAREHOLDERS' EQUITY
Acculmulated other Total
Ordinary Share Additional Share-
-------------------
Shares Paid-in Accumulated Comprehensive holder'
Outstanding Amount Capital Deficit Income Equity
----------- ------- ---------- ----------- ------------- ---------
Shares issued to founder for organization cost and 148,000 $ 148 $ - $ - $ - $ 148
services on July 27, 2004
(inception)
Net loss - (948) - (948)
----------- ------- ---------- ----------- ------------- ---------
Balance at December 31, 2004 148,000 148 - (948) - (800)
Shares issued for services 11,500,000 11,500 - - 11,500
rendered on February 23,
2005
Net loss (11,500) - (11,500)
----------- ------- ---------- ----------- ------------- ---------
Balance at December 31, 2005 11,648,000 $11,648 $ - $ (12,448) $ - $ (800)
=========== ======= ========== =========== ============= =========
See accompanying notes to financial statements.
F-5
ECHELON ACQUISITION CORP.
(A DEVELOPMENT STAGE COMPANY)
STATEMENTS OF CASH FLOWS
For the Year Period from Period from
ended July 27, 2004 July 27, 2004
December (inception) to (inception) to
31, December 31, December 31,
2005 2004 2005
------------- -------------- --------------
Cash flows from operating activities
Net loss $ (11,500) $ (948) $ (12,448)
Issuance of stock for services rendered 11,500 148 11,648
Increase in accrued liabilities - 800 800
------------- -------------- --------------
Net cash generated from operating activities - - -
Cash flows from investing activities - - -
Cash flows from financing activities - - -
------------- -------------- --------------
Net increase (decrease) in cash and cash - - -
equivalents
Cash and cash equivalents, beginning of year - - -
------------- -------------- --------------
Cash and cash equivalents, end of year $ - $ - $ -
============= ============== ==============
Supplementary disclosures of cash flow
information:
Cash paid (refund) during the year for:
Interest $ - $ - $ -
Income taxes $ - $ - $ -
See accompanying notes to financial statements.
F-6
NOTE 1 BUSINESS DESCRIPTION AND ORGANIZATION
Echelon Acquisition Corp. ("EAC" or the "Company") was incorporated under the
laws of the State of Delaware on July 27, 2004 and has been inactive since
inception. The Company intends to serve as a vehicle to effect an asset
acquisition, merger, exchange of capital stock or other business combination
with a domestic or foreign business.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation - Development Stage Company
The Company has not earned any revenue from operations. Accordingly, the
Company's activities have been accounted for as those of a "Development Stage
Enterprise" as set forth in Financial Accounting Standards Board Statement No.
7 ("SFAS 7"). Among the disclosures required by SFAS 7 are that the Company's
financial statements be identified as those of a development stage company, and
that the statements of operations, stockholders' equity and cash flows disclose
activity since the date of the Company's inception.
A. Accounting Method
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a fiscal year ending on December 31.
B. Cash and cash equivalents
Cash and cash equivalents include cash on hand, cash accounts, interest bearing
savings accounts and time certificates of deposit with a maturity of three
months or less when purchased.
C. Foreign currency translation
Transactions and balances originally denominated in U.S. dollars are presented
at their original amounts. Transactions and balances in other currencies are
converted into U.S. dollars in accordance with Statement of Financial
Accounting Standards (SFAS) No. 52, "Foreign Currency Translation," and are
included in determining net income or loss.
For foreign operations with the local currency as the functional currency,
assets and liabilities are translated from the local currencies into U.S.
dollars at the exchange rate prevailing at the balance sheet date. Revenues,
expenses and cash flows are translated at the average exchange rate for the
period to approximate translation at the exchange rate prevailing at the dates
those elements are recognized in the financial statements. Translation
adjustments resulting from the process of translating the local currency
financial statements into U.S. dollars are included in determining
comprehensive loss.
D. Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
A. Significant Estimates
Several areas require management's estimates relating to uncertainties for
which it is reasonably possible that there will be a material change in the
near term. The more significant areas requiring the use of management estimates
related to valuation of the useful lives of the Company's equipment and
valuation of contingent liabilities and the valuation of stock issued for
services.
F. Income Taxes
The Company accounts for income taxes under the Financial Accounting
Standards Board (FASB) Statement No. 109, "Accounting for Income Taxes"
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"Statement 109"). Under Statement 109, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Under Statement 109, the effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the
enactment date. There were no current or deferred income tax expense or
benefits due to the Company not having any material operations for the period
ended December 31, 2005.
G. Basic Loss Per Common Share
Basic loss per common share has been calculated based on the weighted average
number of shares outstanding during the period after giving retroactive effect
to stock splits. There are no dilutive securities at December 31, 2005 for
purposes of computing fully diluted earnings per share.
H. Stock Based Compensation
The Company accounts for stock options issued to employees in accordance with
the provisions of the Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. Such
compensation amounts, if any, are amortized over the respective vesting periods
of the option grant. The Company adopted the disclosure provisions of SFAS No.
123, "Accounting for Stock-Based Compensation" and SFAS 148, "Accounting for
Stock-Based Compensation -Transition and Disclosure", which permits entities to
provide pro forma net income (loss) and pro forma earnings (loss) per share
disclosures for employee stock option grants as if the fair-valued based method
defined in SFAS No. 123 had been applied. The Company accounts for stock
options and stock issued to non-employees for goods or services in accordance
with the fair value method of SFAS 123.
I. Impact of New Accounting Standards
In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment".
SFAS 123(R) is a revision of SFAS No., 123, "Accounting for Stock Based
Compensation," and supersedes Accounting Principles Board Opinion No. 25 ("APB
25"), "Accounting for Stock Issued to Employees." Among other items SFAS 123(R)
eliminates the use of APB 25 and the intrinsic value method of accounting, and
requires companies to recognize the cost of employee services received in
exchange for awards of equity instruments, based on the grant date fair value
of those awards, in the financial statements. The effective date of SFAS 123
(R) is the first annual reporting period beginning after June 15, 2005. The
adoption of SFAS 123 (R) is not expected to have a material impact on the
Company's financial position, results of operations or cash flows.
In March 2005, the SEC staff issued additional guidance on SFAS 123 (R) in
the form of Staff Accounting Bulletin ("SAB") No. 107. SAB 107 was issued to
assist preparers by simplifying some of the implementation challenges of FAS
123 (R) while enhancing the information that investors receive. SAB 107 creates
a framework that is premised on two themes: (a) considerable judgment will be
required by preparers to successfully implement FAS 123 (R), specifically when
valuing employee stock options; and (b) reasonable individuals, acting in good
faith, may conclude differently on the fair value of employee share options.
Key topics covered by SAB 107 include: (a) valuation models - SAB 107
reinforces the flexibility allowed by FAS 123 (R) to choose an option-pricing
model that meets the standard's fair value measurement objective; (b) expected
volatility - the SAB provides guidance on when it would be appropriate to rely
exclusively on either historical or implied volatility in estimating expected
volatility; and (c) expected term - the new guidance includes examples and some
simplified approaches to determining the expected term under certain
circumstances. The Company will apply the principles of SAB 107 in conjunction
with its adoption of SFAS 123 (R) but does not believe its adoption will have
material impact on the Company's financial statements or results of operations.
In December 2004, the FASB issued SFAS No. 153, Exchanges of Nonmonetary
Assets, an amendment of APB Opinion No. 29. SFAS No. 153 addresses the
measurement of exchanges of nonmonetary assets and redefines the scope of
transactions that should be measured based on the fair value of the assets
exchanged. SFAS No. 153 is effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153
F-8
did not have a material impact on the Company's financial statements or results
of operations.
In January 2003, the FASB issued FASB Interpretation No. 46, ("FIN 46"),
Consolidation of Variable Interest Entities ("VIE"). Until this interpretation,
the Company generally included entities in its consolidated financial
statements only if it controlled the entity through voting interests. FIN No.
46 requires a variable interest entity, as defined, to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns. FIN No. 46 is effective for reporting periods ending
after December 15, 2003. The adoption of FIN No. 46 did not have a material
impact on the Company's Consolidated Financial Statements as of December 30,
2005.
In March 2005, FASB issued FASB Interpretation ("FIN") No. 47, "Accounting
for Conditional Asset Retirement Obligations." FIN 47 clarifies that the term
"Conditional Asset Retirement Obligation" as used in FASB Statement No. 143,
"Accounting for Asset Retirement Obligation," refers to a legal obligation to
perform an asset retirement activity in which the timing and/or method of
settlement are conditional on a future event that may or may not be within the
control of the entity. Accordingly, an entity is required to recognize a
liability for the fair value of a Conditional Asset Retirement Obligation if
the fair value of the liability can be reasonably estimated. FIN 47 is
effective no later than the end of fiscal years ending after December 15, 2005.
Management does not believe the adoption of FIN 47 will have a material affect
on the Company's financial position, results of operations or cash flows. In
May 2005, the Financial Accounting Standards Board ("FASB") issued SFAS No.
154, Accounting Changes and Error Corrections ("SFAS No. 154"), which replaced
Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3,
Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154
changes the requirements for the accounting for and reporting of a change in
accounting principles. It requires retrospective application to prior periods'
financial statements of changes in accounting principles, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. This statement is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The impact on the Company's operations will depend on future accounting
pronouncements or changes in accounting principles.
In November 2004, the Financial Accounting Statements Board (FASB) issued
SFAS Statement No. 151, "Inventory Costs," an amendment of the Accounting
Research Bulletin (ARB) No. 43, Chapter 4. Under FASB Statement No. 151, all
abnormal amounts of idle facility expense, freight, handling costs, and wasted
materials (spoilage) should be recognized as current-period charges by
requiring the allocation of fixed production overheads to inventory based on
the normal capacity of the production facilities. The adoption of this
pronouncement is not expected to have a material impact on the Company's
financial statements, results of operations, or cash flows.
In May 2005, the Financial Accounting Standards Board ("FASB") SFAS No. 154,
Accounting Changes and Error Corrections ("SFAS No. 154"), which replaces
Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3,
Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154
changes the requirements for the accounting for and reporting of a change in
accounting principles. It requires retrospective application to prior periods'
financial statements of changes in accounting principles, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. This statement is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The impact on the Company's operations will depend on future accounting
pronouncements or changes in accounting principles.
J. Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet credit exposure related to
its customers.
NOTE 3 GOING CONCERN
The Company's financial statements are prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern that contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not established
any source of revenue to cover its operating costs. The Company will engage in
very limited activities without incurring any liabilities that must be
satisfied in cash until a source of funding is secured. The Company will offer
noncash consideration and seek equity lines as a means of financing its
operations. If the Company is unable to obtain revenue producing contracts
F-9
or financing or if the revenue or financing it does obtain is
insufficient to cover any operating losses it may incur, it may substantially
curtail or terminate its operations or seek other business opportunities
through strategic alliances, acquisitions or other arrangements that may
dilute the interests of existing stockholders.
NOTE 4 SHAREHOLDER'S EQUITY
On July 27, 2004 (inception), the Board of Directors issued 148,000
shares of common stock for $148 in services to the founding shareholder of the
Company to fund organizational start-up costs.
On February 23, 2005, the Board of Directors issued 11,500,000 shares of
common stock for $11,500 in services rendered to an officer and director of the
Company.
Common Stock
The holders of the Company's common stock:
* Have equal ratable rights to dividends from funds legally available
for payment of dividends when, as and if declared by the board of directors;
* Are entitled to share ratably in all of the assets available for
distribution to holders of common stock upon liquidation, dissolution or
winding up of our affairs;
* Do not have preemptive, subscription or conversion rights, or
redemption or access to any sinking fund; and
* Are entitled to one non-cumulative vote per share on all matters
submitted to stockholders for a vote at any meeting of stockholders.
Preferred Stock
The Company has authorized, but not issued, 20,000,000 shares of
preferred stock at $.001 per share. The board of directors has the authority to
establish and fix the designation, powers, or preferences of preferred shares
without further vote by the shareholders.
NOTE 12 SUBSEQUENT EVENTS
On May 8, 2006, an agreement and plan of reorganization among Echelon
Acquisition Corp., a corporation organized under the laws of the State of
Delaware (the "EAC"); Asia Biotechnology Group Inc., a corporation organized
under the laws of British Virgin Islands (the "ABG"); Far Grand Investments
Limited, a corporation organized under the laws of Cayman Islands, acting as
the shareholder of ABG, (the "ABG Shareholder"); Harbin OT Pharmaceutical Co.,
Limited, a company organized under the laws of Samoa (the "OT Samoa"); and
shareholders of OT Samoa ( collectively the "OT Samoa Shareholders").
The respective Boards of Directors of EAC, ABG and OT Samoa have adopted
resolutions pursuant to which all of the issued and outstanding shares of the
common stock of ABG (the "ABG Share") and all of the issued and outstanding
shares of OT Samoa (the "OT Samoa Shares") will be converted into the right to
receive a specified number of shares of the common stock of EAC (the "EAC
Shares"); and whereas, the sole consideration for the exchange of the ABG
Share shall be the receipt by the ABG Shareholder of 23,296,000 EAC Shares,
$0.001 par value per share; and the sole consideration for the exchange of the
OT Samoa Shares shall be the receipt by the OT Samoa Shareholders of 23,296,000
EAC Shares, $0.001 par value per share.
The ABG Shareholder and the OT Samoa Shareholders individually agrees to
transfer to EAC at the closing (the "Closing") the ABG Share and OT Samoa
Shares, in exchange for newly issued and restricted shares of common stock of
EAC. In connection with the acquisition of the ABG Share and the OT Samoa
Shares, EAC shall issue to the ABG Shareholder an aggregate of Twenty Three
Million Two Hundred and Ninety Six Thousand (23,296,000) shares of EAC common
stock, and shall simultaneously issue to the OT Samoa Shareholders an aggregate
of Twenty Three Million Two Hundred and Ninety Six Thousand (23,296,000) shares
of EAC common stock. Such shares at the Closing shall equal eighty percent
(80%) of the issued and outstanding shares of EAC. After the Closing, there
F-10
will be 58,240,000 outstanding shares of common stock of the reorganized EAC.
ABG and OT Samoa both became Echelon's wholly owned subsidiaries and the
former shareholders of ABG ("shareholders") obtained effective operating
control of the combined company after the share exchange. Generally accepted
accounting principles require that ABG whose shareholders retain the majority
interest in a combined business be treated as the acquirer for accounting
purpose, resulting in a reverse acquisition. Accordingly, the share exchange
transaction has been accounted for as a recapitalization of Echelon. The equity
section of future financial statements will be been restated to reflect the
recapitalization of Echelon due to the reverse acquisition as of the first day
of the first period presented.
F-11
Child, Van Wagoner & Bradshaw, PLLC
A PROFESSIONAL LIMITED LIABILITY COMPANY OF CERTIFIED PUBLIC ACCOUNTANTS
5296 S. Commerce Dr., Suite 300, Salt Lake City, UT 84107
PHONE: (801) 281-4700 FAX: (801) 281-4701
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors
Asia Biotechnology Group Inc.
Beijing, PRC
We have audited the accompanying consolidated balance sheet of Asia
Biotechnology Group Inc. as of December 31, 2005, and the related consolidated
statements of operations and comprehensive loss, shareholders' equity
(deficit), and cash flows for the period from March 21, 2005 (Date of
Inception) to December 31, 2005. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its
internal control over financial reporting. Our audits included consideration of
internal control over financial reporting, as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as
well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of Asia
Biotechnology Group Inc. as of December 31, 2005, and the results of its
operations and its cash flows for the period from March 21, 2005 (Date of
Inception) to December 31, 2005, in conformity with accounting principles
generally accepted in the United States of America.
Child, Van Wagoner & Bradshaw, PLLC
Salt Lake City, Utah
May 8, 2006
F-12
ASIA BIOTECHNOLOGY GROUP INC.
CONSOLIDATED BALANCE SHEET
December 31,
2005
------------
ASSETS
Current assets
Cash and cash equivalents $ 459,310
Accounts receivable, less allowances for
doubtful accounts of $ 36,095. 426,124
Inventories 247,314
Prepaid expense - reorganization expense 315,000
Other current assets 20,087
------------
Total current assets 1,467,835
Property, plant and equipment, net 860,021
Land use right, net 100,362
------------
Total assets $ 2,428,218
============
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 107,658
Accrued expenses 13,385
Customer deposits 354,010
Due to shareholders 1,577,050
Other current liabilities 6,047
------------
Total current liabilities 2,058,150
Minority interests 434,032
Shareholders' deficit
Ordinary share, par value $1 per share;
authorized 50,000 shares, shares issued and
outstanding 1 share 1
Accumulated deficit (64,052)
Accumulated other comprehensive income 87
------------
Total shareholders' deficit (63,964)
------------
Total liabilities and shareholders' deficit $ 2,428,218
============
See accompanying notes to consolidated financial statements.
F-13
ASIA BIOTECHNOLOGY GROUP INC.
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
March 21, 2005
(Date of Inception) to
December 31, 2005
Net sales $ 37,972
Cost of sales 32,214
--------------
Gross profit 5,758
Operating expenses
Allowance for bad debt 3,614
Accounting and audit fee 45,000
Salaries 8,154
Depreciation 4,549
Amortization of land use right 373
Other selling, general and administrative 31,420
--------------
Total operating expenses 93,110
--------------
Loss from operations (87,352)
Non-Operating Income
Government Grant 10,618
Interest income 47
--------------
Total Non-Operating Expenses 10,665
--------------
Loss before income taxes and minority interests (76,687)
Income taxes -
--------------
Loss before minority interests (76,687)
--------------
Minority interests 12,635
Net loss $ (64,052)
==============
Other comprehensive income
Foreign currency translation adjustment 87
--------------
Comprehensive loss $ (63,965)
==============
Loss per share - basic and diluted $ (64,052)
==============
Weighted average shares outstanding - basic and diluted 1
==============
See accompanying notes to consolidated financial statements.
F-14
ASIA BIOTECHNOLOGY GROUP INC.
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY (DEFICIT)
FOR THE PERIOD FROM MARCH 21, 2005 (DATE OF INCEPTION)
TO DECEMBER 31, 2005
ACCUMULATED OTHER TOTAL
ORDINARY SHARE ADDITIONAL
SHARES PAID-IN ACCUMULATED COMPREHENSIVE SHAREHOLDERS'
OUTSTANDING AMOUNT CAPITAL DEFICIT INCOME EQUITY (DEFICIT)
Share capital 1 $ 1 $ - $ - $ - $ 1
Net loss (64,052) (64,052)
Foreign currency translation gain
87 87
------------------------------------------------------------------------------
Balance at December 31, 2005 1 $ 1 $ - $ (64,052) $ 87 $ (63,964)
==============================================================================
See accompanying notes to consolidated financial statements.
F-15
ASIA BIOTECHNOLOGY GROUP INC.
CONSOLIDATED STATEMENT OF CASH FLOW
FOR THE PERIOD FROM MARCH 21, 2005 (DATE OF INCEPTION)
TO DECEMBER 31, 2005
March 21, 2005 (Date of
Inception) to
December 31, 2005
-----------------
Cash flows from operating activities
Net loss $ (64,052)
Adjustment to reconcile net income to net cash used in
operating activities:
Depreciation and amortization of property, plant and equipment 18,284
Minority interests share of net loss (12,635)
Changes in current assets and liabilities (net of effects of acquisitions and disposals
of entities)
Accounts receivable 30,660
Inventories 4,091
Prepaid expense - reorganization expense (315,000)
Other current assets (10,693)
Accounts payable 5,732
Accrued expenses 1,696
Customer deposits 11,572
Other current liabilities (13,467)
-----------------
Net cash used in operating activities (343,812)
Cash flows from investing activities
Capital expenditure (13,151)
Cost of investment in subsidiary, net of cash acquired in acquisition (666,389)
-----------------
Net cash used in investing activities (679,540)
Cash flows from financing activities
Proceeds from share capital 1
Advances from shareholders 1,482,574
-----------------
Net cash provided by financing activities 1,482,575
Effect of foreign currencies on cash flows 87
-----------------
Net increase in cash and cash equivalents 459,310
Cash and cash equivalents, beginning of period -
-----------------
Cash and cash equivalents, end of period $ 459,310
=================
See accompanying notes to consolidated financial statements.
F-16
NOTE 1 ORGANIZATION
Asia Biotechnology Group Inc. ("the Company" or "Asia Biotechnology" or
"ABG") is a limited liability company registered under the laws of the British
Virgin Islands and was incorporated in British Virgin Islands on March 21,
2005.
Asia Biotechnology is an investment holding and it acquired 60%
shareholding of a company called Harbin OT Pharmaceutical Co. Ltd. ("OT China")
on November 3, 2005. All activities of the Group are principally conducted by
subsidiary company operating in the People's Republic of China ("PRC").
Harbin OT Pharmaceutical Company Limited is a Chinese foreign owned
enterprise incorporated in the People's Republic of China ("PRC") on April 13,
2001. The Company is a feminine suppository manufacturer and provides this
suppository to clinics and the Red Cross Society of China.
NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Basis of presentation
The consolidated financial statements include the accounts of Asia
Biotechnology Group Inc. and Harbin OT Pharmaceutical Company Limited. All
material intercompany accounts and transactions have been eliminated in
consolidation.
B. Fiscal year
These financial statements have been prepared using December 31 as the
fiscal year end.
C. Minority interest in subsidiary
The Company records minority interest expense, which reflects the minority
shareholders' 40% portion of the earnings or loss of Harbin OT Pharmaceutical
Company Limited.
D. Control by principal stockholders
The directors, executive officers and their affiliates or related parties
own, beneficially and in the aggregate, the majority of the voting power of the
outstanding shares of the common stock of the Company. Accordingly, the
directors, executive officers and their affiliates, if they voted their shares
uniformly, would have the ability to control the approval of most corporate
actions, including increasing the authorized capital stock of the Company and
the dissolution, merger or sale of the Company's assets.
E. Cash and cash equivalents
Cash and cash equivalents include cash on hand, cash accounts, interest bearing
savings accounts and time certificates of deposit with a maturity of three
months or less when purchased.
F. Inventories
Inventories are stated at the lower of cost or market, determined by the
weighted average method. Finished goods inventories consist of raw materials,
direct labor and overhead associated with the manufacturing process.
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G. Trade accounts receivable
Trade accounts receivable are recorded at the invoiced amount and do not
bear interest. The allowance for doubtful accounts represents the Company's
best estimate of the amount of probable credit losses in the existing accounts
receivable balance. The Company determines the allowance for doubtful accounts
based upon historical write-off experience and current economic conditions. The
Company reviews the adequacy of its allowance for doubtful accounts on a
regular basis. Account balances are charged off against the allowance after all
means of collection have been exhausted and the potential for recovery is
considered remote. The Company signed a sales contract with Red Cross Society
of China with the terms of payment is over than one year.
H. Credit Risk and Customers
The Company has a concentration of customers. The Company is diligent in
attempting to ensure that the issue credit to credit-worthy customers. However,
the customer base is small and our accounts receivable balances are usually
over 90 days outstanding, and that exposes us to significant credit risk.
Therefore, a credit loss can be very large relative to our overall
profitability. Concentration of credit risk with respect to accounts receivable
is limited to a single customer, the Red Cross Society of China to whom the
Company makes substantial sales. The Red Cross Society of China is the only
receivable of the Company. The Company regularly monitors the creditworthiness
of its customers and believes that it has adequately provided for exposure to
potential credit losses.
I. Property, plant and equipment
Property, plant and equipment are stated at cost including the cost of
improvements. Depreciation and amortization are provided on the straight-line
method based on the estimated useful lives of the assets as follows:
Buildings 20 years
Leasehold improvements 20 years
Plant and machinery 10 years
Motor vehicles 5 years
Furniture, fixtures and equipment 5 years
J. Valuation of long-lived assets
The Company periodically evaluates the carrying value of long-lived assets to
be held and used, including intangible assets subject to amortization, when
events and circumstances warrant such a review. The carrying value of a long-
lived asset is considered impaired when the anticipated undiscounted cash flow
from such asset is separately identifiable and is less than its carrying value.
In that event, a loss is recognized based on the amount by which the carrying
value exceeds the fair market value of the long-lived asset. Fair market value
is determined primarily using the anticipated cash flows discounted at a rate
commensurate with the risk involved. Losses on long-lived assets to be
disposed of are determined in a similar manner, except that fair market values
are reduced for the cost to dispose.
F-18
A. Revenue recognition
The Company recognizes revenue when it is realized and earned. The Company
considers revenue realized or realizable and earned when (1) it has persuasive
evidence of an arrangement, (2) delivery has occurred, (3) the sales price is
fixed or determinable, and (4) collectibility is reasonably assured. Delivery
does not occur until products have been shipped to the client, risk of loss has
transferred to the client and client acceptance has been obtained, client
acceptance provisions have lapsed, or the Company has objective evidence that
the criteria specified in client acceptance provisions have been satisfied.
The sales price is not considered to be fixed or determinable until all
contingencies related to the sale have been resolved.
L. Comprehensive income (loss)
Comprehensive income (loss) includes changes to equity accounts that were not
the result of transactions with shareholders. Comprehensive income (loss) is
comprised of net income (loss) and other comprehensive income and loss items.
The Company's comprehensive income and losses generally consist of changes in
the fair value of changes in the cumulative foreign currency translation
adjustment.
M. Foreign currency translation
Transactions and balances originally denominated in U.S. dollars are presented
at their original amounts. Transactions and balances in other currencies are
converted into U.S. dollars in accordance with Statement of Financial
Accounting Standards (SFAS) No. 52, "Foreign Currency Translation," and are
included in determining net income or loss.
For foreign operations with the local currency as the functional currency,
assets and liabilities are translated from the local currencies into U.S.
dollars at the exchange rate prevailing at the balance sheet date. Revenues,
expenses and cash flows are translated at the average exchange rate for the
period to approximate translation at the exchange rate prevailing at the dates
those elements are recognized in the financial statements. Translation
adjustments resulting from the process of translating the local currency
financial statements into U.S. dollars are included in determining
comprehensive loss.
The Company has determined the PRC Chinese Yuan Renminbi to be the functional
currency of the Company. The financial statements of the Company are translated
to United States dollars using year-end rates of exchange for assets and
liabilities, and average rates of exchange for the period for revenues, costs,
and expenses. Net gains and losses resulting from foreign exchange transactions
are included in the consolidated statements of operations. The cumulative
translation adjustment and effect of exchange rate changes at December 31, 2005
were $87.
N. Stockholder Loan
The caption "Due to shareholders" on the consolidated Balance Sheet consists of
loans that are unsecured, non-interest bearing and have no fixed terms of
repayment, and therefore, are deemed payable on demand.
O. Use of estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
F-19
Actual results could differ from those estimates.
A. Significant Estimates
Several areas require management's estimates relating to uncertainties for
which it is reasonably possible that there will be a material change in the
near term. The more significant areas requiring the use of management estimates
related to valuation of the useful lives of the Company's equipment and
valuation of contingent liabilities.
Q. Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards
Board (FASB) Statement No. 109, "Accounting for Income Taxes" "Statement 109").
Under Statement 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets and liabilities are measured using
enacted tax rates expected to apply to taxable income in the years in which
those temporary differences are expected to be recovered or settled. Under
Statement 109, the effect on deferred tax assets and liabilities of a change in
tax rates is recognized in income in the period that includes the enactment
date.
R. Basic Loss Per Common Share
Basic loss per common share has been calculated based on the weighted average
number of shares outstanding during the period.
S. Off-Balance Sheet Arrangements
The Company does not have any off-balance sheet credit exposure related to
its customers.
NOTE 3 INVENTORIES
Inventories by major categories, consist of the following at December 31, 2005:
Raw materials $ 182,250
Finished goods 26,846
Packaging materials 38,218
----------
$ 247,314
==========
NOTE 4 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment, which is all located in the PRC, consist of the
following at December 31, 2005:
F-20
At cost:
Buildings $ 828,871
Leasehold improvements 51,375
Plant and machinery 298,042
Motor vehicles 83,921
Furniture, fixtures and equipment 44,012
---------
Total 1,306,221
Less: accumulated depreciation and amortization (446,200)
---------
Net book value $ 860,021
=========
NOTE 5 LAND USE RIGHT
Land use right for the land located in PRC, consists of the following at
December 31, 2005:
Land Use Right, cost $ 110,718
Less: accumulated amortization (10,356)
-----------
Net book value $ 100,362
===========
All the land in the PRC is owned by the PRC government. The government,
according to PRC laws, may grant to entities the right to use of land for a
specified period of time. Thus all of the Company's land occupied in the PRC is
considered to be leasehold land and amortized on a straight-line basis over the
respective term of the right to use the land.
The subsidiary, OT China is granted the right to use of land for 50
years and is amortized on a straight-line basis over 50 years of the right to
use the land from the date of acquisition in 2001.
NOTE 6 INTELLECTUAL PROPERTY
The subsidiary, OT China, owns patent rights and technical know-how
which were contributed by minority shareholders. The
costs to the minority shareholder for obtaining the patent right were not
recorded on the balance sheet as the patent application costs were not
significant.
NOTE 7 BUSINESS ACQUISITION
On November 3, 2005, the Company obtained a 60% interest in Harbin OT
Pharmaceutical Co. Ltd. for $670,000 in cash.
The fair value of assets acquired are as follows:
Cash $ 3,611
Accounts receivable 430,215
Inventory 277,973
Prepaid expenses 9,395
F-21
Property, plant and equipment 965,515
Due to shareholder (94,477)
Liabilities assumed (475,565)
-----------
Net assets 1,116,667
Less: minority interest @ 40% 446,667
-----------
Net assets purchased $ 670,000
===========
The financial statements for the period from March 21, 2005 (Date of
Inception) to December 31, 2005 include the results of operations of the
acquired company for the period November 3, 2005 to December 31, 2005.
NOTE 8 INCOME TAXES
The Company accounts for income taxes in accordance with the provisions of SFAS
No. 109, "Accounting for Income Taxes."
Income tax expense is based on reported income before income taxes. Deferred
income taxes reflect the effect of temporary differences between assets and
liabilities that are recognized for financial reporting purposes and the
amounts that are recognized for income tax purposes. In accordance with SFAS
109, these deferred income taxes are measured by applying currently enacted tax
laws.
BRITISH VIRGIN ISLANDS
The Company is incorporated in the British Virgin Islands and, under the
current laws of the British Virgin Islands, is not subject to income taxes.
PRC
Enterprises income tax in PRC is generally charged at 33%, in which 30% is for
national tax and 3% is for local tax, of the assessable profit. The Company
incorporated in PRC are subject to PRC enterprises income tax at the applicable
tax rates on the taxable income as reported in their Chinese statutory accounts
in accordance with the relevant enterprises income tax laws applicable to
foreign enterprises. Pursuant to the same enterprises income tax laws, the
subsidiaries are fully exempted from PRC enterprises income tax for two years
starting from the first profit-making year, followed by a 50% tax exemption for
the next three years.
According to the PRC's applicable income tax laws, regulations, notices and
decisions related to foreign investment enterprises and their investors, income
such as dividends and profits distribution from the PRC derived from a foreign
enterprise which has no establishment in the PRC is subject to a 10%
withholding tax.
There are net operating loss carryforwards allowed under the China's
governments' tax systems. In China, the previous five years net operating
losses are allowed to be carryforward five years to offset future taxable
income. The Company has available approximately $ 1,100,000 of unused operating
loss carryforwards and based on a 33% tax rate has a deferred tax asset of
approximately $363,000 in which the company recorded a valuation allowance for
the same amount at December 31, 2005.
The company withholds and pays income taxes on its employees' wages, which
funds the Chinese government's sponsored health and retirement programs of all
the employees.
F-22
NOTE 9 SHAREHOLDERS' EQUITY
The Company was incorporated with an authorized share capital of $50,000
divided into 50,000 shares of $1 each.
1 subscribers' share was issued on inception of the Company.
NOTE 10 EMPLOYEE BENEFITS
The Company has established its own employee welfare plan in accordance
with Chinese law and regulations. The Company makes annual contributions of 14%
of all employees' salaries to its employee welfare plan. The total expenses for
the above plan were $1,142 for the period from March 21, 2005 (Inception Date)
to December 31, 2005. The Company has recorded welfare payments in the amount
of $13,385 as of December 31, 2005 in balance sheet.
NOTE 11 RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the FASB issued SFAS No. 123(R), "Share-
Based Payment". SFAS 123(R) is a revision of SFAS No., 123, "Accounting for
Stock Based Compensation," and supersedes Accounting Principles Board Opinion
No. 25 ("APB 25"), "Accounting for Stock Issued to Employees." Among other
items SFAS 123(R) eliminates the use of APB 25 and the intrinsic value method
of accounting, and requires companies to recognize the cost of employee
services received in exchange for awards of equity instruments, based on the
grant date fair value of those awards, in the financial statements. The
effective date of SFAS 123 (R) is the first annual reporting period beginning
after June 15, 2005. The adoption of SFAS 123 (R) is not expected to have a
material impact on the Company's financial position, results of operations or
cash flows.
In March 2005, the SEC staff issued additional guidance on SFAS 123 (R)
in the form of Staff Accounting Bulletin ("SAB") No. 107. SAB 107 was
issued to assist preparers by simplifying some of the implementation challenges
of FAS 123 (R) while enhancing the information that investors receive. SAB 107
creates a framework that is premised on two themes: (a) considerable judgment
will be required by preparers to successfully implement FAS 123 (R),
specifically when valuing employee stock options; and (b) reasonable
individuals, acting in good faith, may conclude differently on the fair value
of employee share options. Key topics covered by SAB 107 include: (a) valuation
models - SAB 107 reinforces the flexibility allowed by FAS 123 (R) to choose an
option-pricing model that meets the standard's fair value measurement
objective; (b) expected volatility - the SAB provides guidance on when it would
be appropriate to rely exclusively on either historical or implied volatility
in estimating expected volatility; and (c) expected term - the new guidance
includes examples and some simplified approaches to determining the expected
term under certain circumstances. The Company will apply the principles of SAB
107 in conjunction with its adoption of SFAS 123 (R) but does not believe its
adoption will have material impact on the Company's financial statements or
results of operations.
In December 2004, the FASB issued SFAS No. 153, Exchanges of
Nonmonetary Assets, an amendment of APB Opinion No. 29. SFAS No. 153 addresses
the measurement of exchanges of nonmonetary assets and redefines the scope of
transactions that should be measured based on the fair value of the assets
exchanged. SFAS No. 153 is effective for nonmonetary asset exchanges occurring
in fiscal periods beginning after June 15, 2005. The adoption of SFAS No. 153
did not have a material impact on the Company's financial statements or results
of operations.
In January 2003, the FASB issued FASB Interpretation No. 46, ("FIN 46"),
Consolidation of Variable Interest Entities ("VIE"). Until this interpretation,
the Company generally included entities in its consolidated financial
statements only if it controlled the entity through voting interests. FIN No.
46 requires a variable interest entity, as defined, to be consolidated by a
company if that company is subject to a majority of the risk of loss from the
variable interest entity's activities or entitled to receive a majority of the
entity's residual returns. FIN No. 46 is effective for reporting periods ending
after December 15, 2003. The adoption of FIN No. 46 did not have a material
impact on the Company's Consolidated Financial Statements as of December 30,
2005.
F-23
In March 2005, FASB issued FASB Interpretation ("FIN") No. 47,
"Accounting for Conditional Asset Retirement Obligations." FIN 47 clarifies
that the term "Conditional Asset Retirement Obligation" as used in FASB
Statement No. 143, "Accounting for Asset Retirement Obligation," refers to a
legal obligation to perform an asset retirement activity in which the timing
and/or method of settlement are conditional on a future event that may or may
not be within the control of the entity. Accordingly, an entity is required to
recognize a liability for the fair value of a Conditional Asset Retirement
Obligation if the fair value of the liability can be reasonably estimated. FIN
47 is effective no later than the end of fiscal years ending after December 15,
2005. Management does not believe the adoption of FIN 47 will have a material
affect on the Company's financial position, results of operations or cash
flows. In May 2005, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 154, Accounting Changes and Error Corrections ("SFAS No. 154"), which
replaced Accounting Principles Board Opinion No. 20, Accounting Changes and
SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS
No. 154 changes the requirements for the accounting for and reporting of a
change in accounting principles. It requires retrospective application to prior
periods' financial statements of changes in accounting principles, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. This statement is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The impact on the Company's operations will depend on future accounting
pronouncements or changes in accounting principles.
In November 2004, the Financial Accounting Statements Board (FASB)
issued SFAS Statement No. 151, "Inventory
Costs," an amendment of the Accounting Research Bulletin (ARB) No. 43, Chapter
4. Under FASB Statement No. 151, all abnormal amounts of idle facility expense,
freight, handling costs, and wasted materials (spoilage) should be recognized
as current-period charges by requiring the allocation of fixed production
overheads to inventory based on the normal capacity of the production
facilities. The adoption of this pronouncement is not expected to have a
material impact on the Company's financial statements, results of operations,
or cash flows.
In May 2005, the Financial Accounting Standards Board ("FASB") SFAS No.
154, Accounting Changes and Error Corrections ("SFAS No. 154"), which replaces
Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3,
Reporting Accounting Changes in Interim Financial Statements. SFAS No. 154
changes the requirements for the accounting for and reporting of a change in
accounting principles. It requires retrospective application to prior periods'
financial statements of changes in accounting principles, unless it is
impracticable to determine either the period-specific effects or the cumulative
effect of the change. This statement is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.
The impact on the Company's operations will depend on future accounting
pronouncements or changes in accounting principles.
NOTE 12 SUBSEQUENT EVENTS
On May 8, 2006, an agreement and plan of reorganization among Echelon
Acquisition Corp., a corporation organized under the laws of the State of
Delaware (the "EAC"); Asia Biotechnology Group Inc., a corporation organized
under the laws of British Virgin Islands (the "ABG"); Far Grand Investments
Limited, a corporation organized under the laws of Cayman Islands, acting as
the shareholder of ABG, (the "ABG Shareholder"); Harbin OT Pharmaceutical Co.,
Limited, a company organized under the laws of Samoa (the "OT Samoa"); and
shareholders of OT Samoa ( collectively the "OT Samoa Shareholders").
The respective Boards of Directors of EAC, ABG and OT Samoa have adopted
resolutions pursuant to which all of the issued and outstanding shares of the
common stock of ABG (the "ABG Share") and all of the issued and outstanding
shares of OT Samoa (the "OT Samoa Shares") will be converted into the right to
receive a specified number of shares of the common stock of EAC (the "EAC
Shares"); and whereas, the sole consideration for the exchange of the ABG
Share shall be the receipt by the ABG Shareholder of 23,296,000 EAC Shares,
F-24
$0.001 par value per share; and the sole consideration for the exchange of the
OT Samoa Shares shall be the receipt by the OT Samoa Shareholders of 23,296,000
EAC Shares, $0.001 par value per share.
The ABG Shareholder and the OT Samoa Shareholders individually agrees to
transfer to EAC at the closing (the "Closing") the ABG Share and OT Samoa
Shares, in exchange for newly issued and restricted shares of common stock of
EAC. In connection with the acquisition of the ABG Share and the OT Samoa
Shares, EAC shall issue to the ABG Shareholder an aggregate of Twenty Three
Million Two Hundred and Ninety Six Thousand (23,296,000) shares of EAC common
stock, and shall simultaneously issue to the OT Samoa Shareholders an aggregate
of Twenty Three Million Two Hundred and Ninety Six Thousand (23,296,000) shares
of EAC common stock. Such shares at the Closing shall equal eighty percent
(80%) of the issued and outstanding shares of EAC. After the Closing, there
will be 58,240,000 outstanding shares of common stock of the reorganized EAC.
ABG and OT Samoa both became Echelon's wholly owned subsidiaries and the
former shareholders of ABG ("shareholders") obtained effective operating
control of the combined company after the share exchange. Generally accepted
accounting principles require that ABG whose shareholders retain the majority
interest in a combined business be treated as the acquirer for accounting
purpose, resulting in a reverse acquisition. Accordingly, the share exchange
transaction has been accounted for as a recapitalization of Echelon. The equity
section of the future financial statements will be restated to reflect the
recapitalization of Echelon due to the reverse acquisition as of the first day
of the first period presented.
F-25
ECHELON ACQUISITION CORP.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
F-26
ECHELON ACQUISITION CORP.
UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
BASIS OF PRESENTATION
BASIS OF PRESENTATION
On May 8, 2006, an agreement and plan of reorganization was executed among
Echelon Acquisition Corp., a corporation organized under the laws of the State
of Delaware ("EAC"); Asia Biotechnology Group Inc., a corporation organized
under the laws of British Virgin Islands ("ABG"); Far Grand Investments
Limited, a corporation organized under the laws of Cayman Islands, acting as
the shareholder of ABG, ("ABG Shareholder"); Harbin OT Pharmaceutical Co.,
Limited, a company organized under the laws of Samoa ( "OT Samoa"); and
shareholders of OT Samoa ( collectively "OT Samoa Shareholders").
The respective Boards of Directors of EAC, ABG and OT Samoa have adopted
resolutions pursuant to which all of the issued and outstanding shares of the
common stock of ABG ("ABG Share") and all of the issued and outstanding
shares of OT Samoa ("OT Samoa Shares") will be converted into the right to
receive a specified number of shares of the common stock of EAC ("EAC
Shares"); and whereas, the sole consideration for the exchange of the ABG
Share shall be the receipt by the ABG Shareholder of 23,296,000 EAC Shares,
$0.001 par value per share; and the sole consideration for the exchange of the
OT Samoa Shares shall be the receipt by the OT Samoa Shareholders of 23,296,000
EAC Shares, $0.001 par value per share.
The ABG Shareholder and the OT Samoa Shareholders individually agreed to
transfer to EAC at the closing ("Closing") the ABG Share and OT Samoa
Shares, in exchange for newly issued and restricted shares of common stock of
EAC. In connection with the acquisition of the ABG Share and the OT Samoa
Shares, EAC shall issue to the ABG Shareholder an aggregate of Twenty Three
Million Two Hundred and Ninety Six Thousand (23,296,000) shares of EAC common
stock, and shall simultaneously issue to the OT Samoa Shareholders an aggregate
of Twenty Three Million Two Hundred and Ninety Six Thousand (23,296,000) shares
of EAC common stock. Such shares at the Closing shall equal eighty percent
(80%) of the issued and outstanding shares of EAC. After the Closing, there
will be 58,240,000 outstanding shares of common stock of the reorganized EAC.
On May 8, 2006, Echelon Acquisition Corp. completed an acquisition of Asia
Biotechnology Group Inc. pursuant to the agreement and plan of reorganization.
The acquisition was accounted for as a recapitalization effected by a share
exchange, wherein Asia Biotechnology Group Inc. is considered the acquirer for
accounting and financial reporting purposes.
The unaudited pro forma consolidated financial statements of Echelon
Acquisition Corp. in the opinion of management include all material adjustments
directly attributable to the share exchange contemplated by the Agreement. The
unaudited pro forma consolidated balance sheet reflects the financial position
of the company as of the share exchange had occurred on December 31, 2005.
The pro forma consolidated statements of operations were prepared as if the
transactions were consummated on January 1, 2005. These pro forma consolidated
financial statements have been prepared for comparative purposes only and do
not purport to be indicative of the results of operations which actually would
have resulted had the transaction occurred on the date indicated and are not
necessarily indicative of the results that may be expected in the future.
F-27
ECHELON ACQUISITION CORP.
UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET
AS AT DECEMBER 31, 2005
ASSETS
ASIA PRO FORMA PRO FORMA
ECHELON BIOTECHNOLOGY OT SAMOA ADJUSTMENT TOTAL
$ $ $ $ $
Current assets
Cash and cash equivalents - 459,310 - 459,310
Accounts receivable, less allowances for
doubtful accounts of $ 36,095. - 426,124 - 426,124
Inventories - 247,314 - 247,314
Prepaid expense - reorganization expense - 315,000 - (315,000) -
Other current assets 20,087 200,000 (200,000) 20,087
----------------------------------- ---------
Total current assets - 1,467,835 200,000 1,152,835
Property, plant and equipment, net - 860,021 - 860,021
Land use right, net - 100,362 - 100,362
----------------------------------- ---------
Total assets - 2,428,218 200,000 2,113,218
=================================== =========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable - 107,658 - 107,658
Accrued expenses 800 13,385 - 14,185
Customer deposits - 354,010 - 354,010
Due to shareholders - 1,577,050 - (1,297,118) 279,932
Other current liabilities - 6,047 - 6,047
----------------------------------- ---------
Total current liabilities 800 2,058,150 - 761,832
----------------------------------- ---------
Minority interests - 434,032 - 434,032
Shareholders' Deficiency
Preferred Stock at $0.001 par value;
authorized 20,000,000 shares; no shares
issued and outstanding
Common stock at $0.001 par value; authorized 11,648 1 200,000 (153,409) 58,240
100,000,000 shares; 58,240,000 shares issued
and outstanding
Additional paid-in capital - - - 923,079 923,079
Accumulated deficits (12,448) (64,052) - 12,448 (64,052)
Accumulated other comprehensive income - 87 - 87
----------------------------------- ---------
Total shareholders' deficiency (800) (63,964) 200,000 917,354
----------------------------------- ---------
Total liabilities and shareholders' deficiency - 2,428,218 200,000 2,113,218
=================================== =========
F-28
ECHELON ACQUISITION CORP.
UNAUDITED PRO FORMA CON SOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2005
ECHELON ASIA BIOTECHNOLOGY OT SAMOA PRO FORMA ADJUSTMENT PRO FORMA TOTAL
$ $ $ $ $
Net sales - 37,972 - 37,972
Cost of sales - (32,214) - (32,214)
----------------------------------------- ---------
Gross profit 5,758 - 5,758
Operating expenses
Allowance for bad debt - 3,614 - 3,614
Account and audit fee - 45,000 - 45,000
Salaries 11,500 8,154 - 19,654
Depreciation - 4,549 - 4,549
Amortization of land use right - 373 - 373
Other selling, general and administrative - 31,420 - 31,420
Total operating expenses 11,500 93,110 - 104,610
Loss from operations (11,500) (87,352) - (98,852)
Non-Operating Income
Government Grant - 10,618 - 10,618
Interest income - 47 - 47
Total Non-Operating Expenses - 10,665 - 10,665
Loss before income taxes and minority interests (11,500) (76,687) - (88,187)
Income taxes - - - -
Loss before minority interests (11,500) (76,687) - (88,187)
Minority interests - 12,635 - 12,635
Net loss (11,500) (64,052) - (75,552)
Other comprehensive income
Foreign currency translation gain - 87 - 87
Comprehensive loss (11,500) (63,965) - (75,465)
Basic and diluted loss per common share (0.00)
Net loss available to common shareholders (75,552)
Basic and diluted common shares outstanding 58,240,000
NOTE: OT SAMOA IS INACTIVE SINCE ITS INCORPORATION.
F-29
ECHELON ACQUISITION CORP.
NOTES TO UNAUDITED PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following adjustment to the unaudited pro financial statements are based on
the assumption that the share exchange was consummated on December 31, 2005.
DR CR
$ $
DESCRIPTION
Due to shareholders 200,000
Other current assets 200,000
To record the elimination of inter company accounts between OT Samoa and ABG
Due to shareholders 1,097,118
Common Stock (46,592,000 @$.001 par value) 46,592
APIC 1,050,526
To record issuance of 46,592,000 shares in
exchange for repayment of the shareholders' loan
Common Stock - ABG 1
Common Stock - OT Samoa 200,000
Accumulated Deficits 12,448
APIC 187,553
To record exchange of ABG and OT Samoa shares
APIC 315,000
Prepaid expense - reorganization expense 315,000
To record the transfer of the reorganization expense to the APIC
F-30
PART II: INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 24. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's board of directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act.
Our Amended and Restated Certificate of Incorporation and our Bylaws provide
for the indemnification of a present or former director or officer. Such
indemnification shall include expenses, including attorney's fees actually or
reasonably incurred by him. We may indemnify such individuals against all
costs, expenses, and liabilities incurred in a threatened, pending, or
completed action, suit, or proceeding brought because such individual is one of
our directors or officers.
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth an itemization of various expenses, all of which
we will pay in connection with the sale and distribution of the securities
being registered. All of the amounts shown are estimates, except the SEC
registration fee.
SEC Registration Fee $ 5,935.93
Accounting Fees and Expenses $ 22,500.00
Legal Fees and Expenses $ 80,000.00
Miscellaneous $ 0
-----------
Total $108,435.93
===========
ITEM 27. EXHIBITS
Exhibit No. Description
2.1 Agreement and Plan of Reorganization, dated as of May 8, 2006.
5.1 Opinion regarding legality
10.1 Certificate of land use
21 Subsidiaries of the Registrant
23.1 Consent of King and Wood (Included in Exhibit 5.1)
23.2 Consent of Child, Van Wagoner & Bradshaw, PLLC
The following Exhibits are attached hereto or incorporated herein by reference.
97
ITEM 28. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under Item 14 above, or
otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Securities Act of 1933 and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.
(b) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-
effective amendment to this Registration Statement;
(i) To include any prospectus required by section 10(a)(3) of the Securities
Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually, or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end
of the estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20% change
in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective Registration Statement; and
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement
(2) That, for the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment shall be deemed to be a new Registration
Statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof; and
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
Offering.
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(c) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has duly caused this Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in Beijing on May 12,
2006.
Echelon Acquisition Corp.
By: Representative
-------/s/ Xueliang Qiu------
-----/s/ Feng Yang-----------
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
SIGNATURE TITLE DATE
- ---/s/ Xueliang Qiu----- -----President& CEO----- May 12, 2006
- --/s/ Feng Yang-------- ------CFO------------------- May 12, 2006
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