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As filed with the Securities and Exchange Commission on November 20, 2009

Registration No.

UNITED STATESSECURITIES AND EXCI~ANGE COMMISSION

Washington, D.C. 20549

FORM S-1REGISTRATION STATEMENT UNDER

TFIE SECURITIES ACT OF 1933

EMERALD ACQUISTTION CORPORATT.ON(Exact name of registrant as specified in its charter)

Cayman Islands 2033 N/A(State or other jurisdiction of (Primary Standard Industrial (I.RS. Employer Identification No.)

incorporation) Classification Code Number)

No. 48 South Qingshui RoadLaiyang City, Shandong 265200

People's Republic of China+86 (535) 729-6152

(Address, Including Zip Code, and Telephone Number,Including Area Code, of Registrant's Principal Executive Offices)

Zhide JiangNo. 48 South Qingshui Road

Laiyang City, Shandong 265200People's Republic of China

+86 (535) 729-6152(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:Richard I. Anslow, Esq.Kristine L. Trauger, Esq.Yarona Y. Liang, Esq.Anslow + Jaclin, LLP

195 Route 9 South, Suite 204ManaIapan, New Jersey 07726

Tel: (732) 409-1212Fag: (732) 577-1188

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registrarion Statement

becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415

under the Securities Act of 1933, check the following box: ❑

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please

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 apost-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box andlist the Securities Act registration statement number of the earlier effective registration statement for the same offering. ❑

If this Form is apost-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and

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NYSCEF DOC. NO. 24 RECEIVED NYSCEF: 06/27/2016


list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ❑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or asmaller reporting company. See the definitions of "large accelerated files", "accelerated filer" and "smaller reportingcompany" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ❑ Accelerated filer ❑Non-accelerated filer ❑ Smaller reporting company D(Do not check if a smaller reportingcompany)

CALCULATION OF REGISTRATION FEE

Proposed ProposedAmount to be Maximum Maximum Amount of

Title of Class of Securities to Registered Offering Price Aggregate Registrationbe Registered (1) Per Unit (2) Offering Price Fee 2Ordinary shares, par value $0.001 per share 5,670,339 $ 3.00 $ 17,011,017 $ 949.21Ordinary shares, par value $0.001 per share, issuable upon theexercise of warrants at a fixed price of $6.00 per share 2,920,232 $ 3.00 $ 8,760,696 $ 488.85Total 8,590,571 $ 25,771,713 $ 1,438.06

(1) In accordance with Rule 416, promulgated under the Securities Act of 1933, as amended (the "Securities Act"), theRegistrant is also registering hereunder an indeterminate number of shares that may be issued and resold resultingfrom stock splits, stock dividends or similar transactions.

(2) The offering price has been estimated solely for the purpose of computing the amount of the registration fee inaccordance with Rule 457(0), promulgated under the Securities Act. Our ordinary shares are not traded on anynational exchange and in accordance with Rule 457, the offering price was determined by the price shares were soldto our shareholders in a private placement closed on November 2, 2009. There is no assurance that an activetrading market for our shares will develop, or, if developed, that it will be sustained. In the absence of a tradingmarket or an active trading market, investors may be unable to liquidate their investment or make any profit from theinvestment.

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

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The information in this -preliminary prospectus is not complete and may be changed. These securities may not be sold until theregistration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not anoffer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale isnot permitted.

.Subject to completion, dated November 20, 2009

PROSPECTUS

EMERALD ACQUISITION CORPORATION

8,590,571 Ordinary Shares

This prospectus relates to 8,590,571 of our ordinary shares, par value $0.001 per share, of Emerald Acquisition Corporationthat may be sold from time to time by the selling shareholders named in this prospectus, which includes:

5,670,339 of our ordinary shares; and2,920,232 of our ordinary shares issuable upon the exercise of warrants held by the selling shareholders.

We will not receive any of the proceeds from the sale of our ordinary shares by the selling shareholders but we will receivefunds from the exercise of the warrants held by the selling shareholders if and when those warrants are exercised for cash. Wewill utilize any proceeds from the exercise of such warrants for general corporate and working capital purposes.

Our securities are presently not traded on any market or securities exchange. The 8,590,571 ordinary shares can be sold byselling shareholders at a fixed price of $3.00 per share in privately negotiated transactions until our shares are quoted on theOver-the-Counter Bulletin Board, which we refer to as OTCBB or any national exchange and thereafter at prevailing marketprices or privately negotiated prices. We intend to have our ordinary shares quoted on the OTCBB by a mazket maker or onany national exchange if and when we meet the listing requirements of suchnational exchange. There can bP no assurances,however, that we will meet the listing requirements. Therefore, we cannot give you any assurance that an established tradingmarket in our securities will develop, or if such a market does develop, that it will continue.

Any participating broker-dealers and any selling shareholders who are affiliates of broker-dealers may be "underwriters"within the meaning of the Securities Act of 1933, as amended, which we refer to as the Securities Act, and any commissions ordiscounts given to any such broker-dealer or affiliate of abroker-dealer may be regarded as underwriting commissions ordiscounts under the Securities Act. The selling shareholders have informed us that they do not have any agreement orunderstanding, directly or indirectly, with any person to distribute their securities.

Investing in our ordinary shares involves a high degree of risk. See "Risk Factors" beginning on page 9 to read aboutfaetors you should consider before buying shares of our ordinary shares.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved ofthese securities or determined if this prospectus is truthful or complete. Any representation to the contrary is acriminal offense.

The date of this prospectus is November 20, 2009

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TABLE QF CONTENTS

PRO SPEC'TiJS SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSMARKET DATA AND FORECASTSUSE OF PROCEEDSMARKRT FOR OUR SECURITIES AND RELATED STOCKHOLDER MATTERSMANAGEMENT' S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OFOPERATIONSCORPORATE STRUCTURE AND HISTORYOUR BUSINESSMANAGEMENTEXECUTIVE COMPENSATIONSECURITY OWNERSHII' OF CERTA.II~ BENEFICIAL OWNERS AND MANAGEMENTTRANSACTIONS WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS;DIRECTOR INDEPENDENCECHANGE IN ACCOUNTANTSSELLING SHAREHOLDERSDESCRIPTION OF CAPITAL STOCKSHARES ELIGIBLE FOR FUTURE SALEPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTSWHERE YOU CAN FIND MORE INFORMATION

4919

2020

21

3234424347

4648

51535353

You should only rely on the information contained in this prospectus. We have not, and the selling shareholders havenot, authorized any other person to provide you with different information. This prospectus is not an offer to sell, noris it seeking an offer to buy, these securities in any state where the offer or sale_is not permitted. The information in thisprospectus is accurate only as of the date on the front cover, but the information may have changed since that date.

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IQYSCEF DOC. NO. 11 RECEIVED NYSCEF: 06/15/2016

Litt, Alex

From:Sent:To:Subject:

[email protected], June 13, 2016 4:38 PM

Litt, Alex[FWD: FW: Emerald Acquisition Corporation "Shandong Longkang" Financial Update]

~.CT~_~

---------- Forwarded message ---------

From: Robert Kirkland <BOBCa~taylorfund.com>

Date: Fri, May 28, 2010 at 1:46 PM

Subject: FW: Emerald Acquisition Corporation "Shandong Longkang" Financial Update

To: <christopher(c~taylorfund.com>

From: Peter Goldstein {mailto:PeterCalgrandviewcap.com]Sent: Tuesday, May 25, 2010 10:22 AMTo: Robert KirklandSubject: Emerald Acquisition Corporation "Shandong Longkang" Financial Update

May 25, 2010

Dear Mr. Taylor:

I want to continue to provide you with updates on Emerald Acquisition

Corporation (Shandong Longkang Juice Company), in an effort to keep you

current regarding the Company activities and your investment.

As the Principal of Grandview Capital, the Investment Banking firm that identified

the potential of this private company in China and managed the entire process of

taking the company public; I am very pleased to share the following information:

The company filed its FORM 10-Q QUARTERLY REPORT with the SEC on May 17,

20 0 for the ~giaarterty period ended: larch 31, 2010.• -During the three months ended Mach 31, 2010,-~the Company

continued to see strong demand for Laiyang Pear juice concentrate

products. Laiyang Pear as a trademark has been registered by the

Laiyang city government. Longkang has been granted by the Laiyang

government as the exclusive producer of Laiyang Pear juice concentrate

beginning January 2009 for aperiod- of 30 years.• No other producer can use the trademark or enter into the Laiyang

Pear juice concentrate business until the exclusive right of our company

has expired. During the three months ended March 31, 2010, our

revenues from Laiyang Pear juice concentrate increased by 15.7% with

approximately 39.6% of the Laiyang Pear juice concentrate increased

revenue attributable to an increase in volume and 60.4% attributable to

an increase in sales price subject to market conditions. Revenues from

Laiyang Pear juice concentrate have increased due to increasing market

demands from the pharmaceutical and health supplement products.

• The Company plans to add one new production line for the processing

of juice concentrate and puree products by June 2010 and one new

production line for the processing of bio animal feed as a byproduct of

Laiyang Pear juice concentrate and fruit puree products to further

diversify our product mix and increase our revenues.

Please see below the unaudited financial performance and fiscal strength of the

company for the period ended March 31, 2010 is summarized below:

• Net revenues for the three months ended March 31, 2010 of

$43,201,052, as compared to net revenues of $44,144,000 for the three

months ended March 31, 2009.

• Net income three months ended March 31, 2010 of $9,266,283 as

compared to net income of $ 8,831,287 for the three months ended

March 31, 2009.• The balance of cash and cash equivalents as of March

31, 2010 was

$46,899,859 comparing to $26,574,338 as of December 31, 2009.

• Total shareholder equity was $69,144,659 as of March 31, 2010

comparing to $59,878,376 as of December 31, 2009.

• Total Liabilities and shareholder equity was $73,606,813 as of March

31, 2010 comparing to $66,662,569 as of March 31, 2009.

• On December 24, 2009, as part of the Company's expansion plans to add

additional production capacity, the Company entered into a construction contract

for the construction of a new manufacturing facility and office space for

19,680,000 RMB (approximately $2,880,000). The construction project and all

payments are expected to be completed in the second quarter of 2010. As of

March 31, 2010, the Company paid $2,342,000 which has been reflected in

property and equipment as construction in process. At March 31, 2010, future

amounts due under the construction contract amount to approximately $538,000.

Additionally, the company filed an amended S1 registration statement with the

SEC on 04/22/2010. The Company's legal counsel intends on filing a response

and further amendment to this Registration Statement within the coming week.

The amended S1 contains two prospectuses*, as set forth below:

• Pub/ic Offering Prospectus. A prospectus to be used for the public offering

by the Registrant of up to 2,500,000 shares of the Registrant's ordinary shares

(in addition to 375,000 shares that may be sold upon exercise of the

underwriter's over-allotment option).

• Resale Prospectus. A prospectus to be used for the resale by selling

stockholders of up to 8,590,571 shares of the Registrant's ordinary shares. This

prospectus includes the shares of the PIPE and the shares underlying the

warrants.* (Neither the U.S. Securities and Exchange Commissio

n nor any state securities commiss[on has approved

the prospectus as truthful or complete.)

The expected public offering price of the company's ordinary shares will be

approximately $8.00 per share. This represents approximately a 265

increase over the PIPE shares, which were purchased by you in October

— November, 2009. The Company intends to apply for the listing on

NASDAQ. Roth Capital Partners is the underwriter of the IPO and we remain

involved as the IPO advisor.

Additionally, we continue to act as the Escrow agent from the Escrow funds

relating to the PIPE. At March 31, 2010 and December 31, 2009, cash balances

within the escrow account amounted to $1,031,651 and $2,587,916, respectively.

3

The Grandview team looks forward to building a long term relationship with you

and providing additional investment opportunities. The performance of this

company speaks for itself and the expected return on investment is a noteworthy

event in this financial marketplace.

Please feel free to contact me if I can provide any support to your investment

team.Sincerely,

Peter GoldsteinChairman and Registered Principal

P 954.467.8170F 954.337.4610

Grandview Capital, Inc., is a Registered Broker/Dealer, Member FINRA/SIPC. This

message, together with any attachments, is intended only for the use of the

individual or entity to which it is addressed and may contain information that is

legally privileged, confidential and exempt from disclosure. If you are not the

intended recipient, you are hereby notified that any dissemination, distribution, or

copying of this message, or any attachment, is strictly prohibited. If you have

received this message in error, please notify the original sender or Grandview

Capital, Inc. at (954-916-2646) immediately by telephone or by return e-mail

and delete this message, along with any attachments, from your conputer.

Thank you, your cooperation is appreciated.

CyberDefender has scanned this email for potential threats.Version 2.0 /Build 4.03.29.01Get free PC security at http://www.cvberdefender.com

Christopher KlinerDirector of Operatlons/AnalystTaylor Asset Management, Inc714 South Dearborn Street2nd FloorChicago, IL 60605ph: (312) 583-0500fax: (312) 583-0502

Christopher KlinerDirector of Operations/AnalystTaylor Asset Management, Inc714 South Dearborn Street2nd FloorChicago, IL 60605ph: (312) 563-0500fax: (312) 583-0502

FILED: NEW YORK COUNTY CLERK 06 15 2016 06:09 P INDEX NO. 652110/2016

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Unassociated Document Page 1 of 200

S-1/A 1 v200392 sla.hhn

As filed with the Securities and Exchange Commission on November 2, 2010

Registration No. 333-163278

UNITED STATESSECURITIES AND EXCHANGE COMMISSION


AMENDMENT NO.6 TO FORM S-1/AREGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

ORIENTAL DRAGON CORPORA'T'ION(Exact name of registrant as specified in its charter)

Cayman Islands 2033 N/A(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)

incorporation) Classification Code Number)


People's Republic of ChinaTel: +86 (535) 729-6152

(Address, Including Zip Code, and Telephone Number,Including Area Code, of Registrant's Principal Executive Offices)

Vcorp Services, LLC1811 Silverside RoadWilmington, DE 19810Tel: (888) 528 2677

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

Copies to:

Richard I. Anslow, Esq.Krisfina L. Trauger, Esq.Yarona Y. Liang, Esq.Anslow + Jaclin, LLP

195 Route 9 South, Suite 204Manalapan, New Jersey 07726

Tel: (732) 409-12I2Fax: (732) 577-1188

Mitchell S. Nussbaum, Esq.Loeb &Loeb, LLP345 Park Avenue

New York, New York 10154Tel: (212) 407-4159Fax: (212) 504-3013

Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statementbecomes effective.

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

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

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or asmaller reporting company. See the definitions of "large accelerated filer", "accelerated filer" and "smaller reportingcompany" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ❑ Accelerated filer ❑Non-accelerated filer ❑ Smaller reporting company ❑D(Do not check if a smaller reporting company)

CALCULATION OF REGISTRATION FEE

Proposed ProposedAmount to be Maximum Maximum Amountof

Title of Class of Securities to Registered Offering Price Aggregate Registrationbe Registered (1) Per Unit Offering Price Fee

Ordinary shares, par value $0.001 per share 2,875,000 $ 8.00(2) 23,000,000 $ 1,639.90Ordinary shares, par value $0.001 per share 5,670,339(3) $ 8.00(4) $ 45,362,712 $ 3,234.36Ordinary shares, par value $0.001 per share, issuable uponthe exercise of warrants at a fixed price of $6.00 per share 2,920,232(5) $ 8.00(4) $ 23,361,856 $ 1,665.70Total Registration Fee $ 6,539.96

(1) In accordance with Rule 416, promulgated under the Securities Act of 1933, as amended (the "Securities AcY'), theRegistrant is also registering hereunder an indeterminate number of shares that may be issued and resold resultingfrom stock splits, stock dividends or similar transactions.

(2) The registration fee for securities to be offered by the Registrant is based on an estimate of the Proposed Ma~cimumAggregate Offering Price of the securities, and such estimate is solely for the purpose of calculating the registrationfee pursuant to Rule 457(0). Includes shares which the underwriters have the option to purchase to cover over-allotments, if any.

(3) This amended Registration Statement also covers the resale under a separate resale prospectus (the "ResaleProspectus") by selling shareholders of the Registrant of up to 5,670,339 ordinary shares previously issued to theselling shareholders as named in the Resale Prospectus.

(4) The offering price has been estimated solely for the purpose of computing the amount of the registration fee inaccordance with Rule 457(0), promulgated under the Securities Act.

(5) Represerrts shares of the Registrant's ordinary shares being registered for resale that have been or may be acquiredupon the exercise of warrants that have been previously issued to selling shareholders named in the ResaleProspectus.

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



EXPLANATORY NOTE

This Registration Statement contains two prospectuses, as set forth below.

Public Offering Prospectus. A prospectus to be used for the public offering by the Registrant of up to 2,500,000ordinary shares of the Registrant (in addition to 375,000 shazes that maybe sold upon exercise of theunderwriter's over-allotment option) (the "Public Offering Prospectus") through the underwriter named on thecover page of tie Public Offering Prospectus.

Resale Prospectus. A prospectus to be used for the resale by selling shareholders of up to 8,590,571 ordinaryshares of the Registrant (including 2,920,232 ordinary shares that nave been or may be acquired upon theexercise of warrants that have been previously issued to selling shareholders named in the Resale Prospectus)(the "Resale Prospectus").

The Resale Prospectus is substantively identical to the Public Offering Prospectus, except for the following principal points:

they contain different outside and inside front covers;they contain different Offering sections in the Prospectus Summary section beginning on page 1;they contain different Use of Proceeds sections on page 64;the Capitalization and Dilution sections are deleted from the Resale Prospectus on page 20 and page 21,respectively;a Selling Shareholder section is included in the Resale Prospectus beginning on page 65;references in the Public Offering Prospectus to the Resale Prospectus will be deleted from the Resale Prospectus;the Underwriting section from the Public Offering Prospectus on page 53 is deleted from the Resale Prospectusand a Plan of Distribution is inserted in its place;the Legal Matters section in the Resale Prospectus on page 7th deletes the reference to counsel for theunderwriters; andthe outside back cover of the Public Offering Prospectus is deleted from the Resale Prospectus.

The Registrant has included in this Registration Statement, after the financial statements, a set of alternate pages to reflect theforegoing differences of the Resale Prospectus as compared to the Public Qffering Prospectus.

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rw0213_orientaldragon.htm Page 1 of 1

RW 1 rw0213 orientaldragon.htm WITHDRAWAL REQUEST

Oriental Dragon CorporationNo. 48 South Qingshui Road

Laiyang City, Shandong Province 265200People's Republic of China

February 21, 2013

VIA EDGARU.S. Securities and Exchange CommissionDivision of Corporate Finance100 F. Street, NEWastungton, D.C. 20549Attu: H. Roger Schwall, Assistant Director

Re: Oriental Dragon CorporationRequest to Withdraw Registration Statement on Form S-1File No.333-163278

Dear Mr. Schwall:

Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Oriental Dragon

Corporation (the "Company") hereby requests that the Securities and Exchange Commission consent to thewithdrawal of the Company's Registration Statement on Form S-1 (Registration No. 333-163278), together

with all amendments and exhibits thereto (the "Registration Statement'). The Company is requesting

withdrawal of the Registration Statement because it has elected not to pursue the sale of the securities

included therein at this time. No securities were sold pursuant to the Registration Statement.

Thank you for your attention to this matter. Please feel free to contact the undersigned if you have any

questions regarding the Registration Statement or this letter.

Very truly yours,

Oriental Dragon Corporation

/s/ Zhide JiangBy: Zhide JiangChief Executive Officer

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extfl Ok2Q 13 orientaldragon.htm Page 1 of 5

NT 10-K 1 extflOk2013_oiientaldragon.htm EXTENSION FORM

OMB APPROVAL

OMB Number: 3235-0058

UNITES STATES Expires: August 31, 2015

SECURITIES AND EXCHANGE COMIVIISSION Estimated average burdenWashington, D.C. 20549 hours per response ... 2.50

FORM 12b-25 SEC FILE NUMBER004-52133

NOTIFICATION OF LATE FILING

CUSIP NUMBER

(Check one): ❑D Form 10-K ❑ Form 20-F ❑ Form 11-K ❑ Form 10-Q ❑ Form 10-D ❑ Form N-SAR ❑ Form N-CSR

For Period December 31, 2013Ended:

❑ Transition Report on Form 10-K

❑ Transition Report on Form 20-F

❑ Transition Report on Form 11-K

❑ Transition Report on Form 10-Q

❑ Transition Report on Form N-SAR

For the Transition Period Ended:

Read Instruction (on back p¢ge) Before Prepari~ag Forni. Please Print or Type.Nothing in this form shall be construed to imply that the Commission has verified any information

contained herein.

If the notificarion relates to a portion of the filing checked above, identify the Items) to which the

notification relates:

PART I —REGISTRANT INFORMATION

ORIENTAL DRAGON CORPORATION

Full Name of Registrant

Former Name if Applicable

No. 48 South Qingshui Road

Address of Principal Executive Office (Street and Number)

Laiyang City, Shandong, People's Republic of China 265200

City, State and Zip Code

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PART II —RULES 12b-25(b) Al\TD (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief

pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

Q (a) The reasons described in reasonable detail in Part III of this form could not be elir,~inated without

unreasonable effort or expense;

D (b) The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth

calendar day following the prescribed due date; or the subject quarterly report of transition report

on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or

before the fifteenth calendar day following the prescribed due date; and

❑ (c) The accountant's statement or other eachibit required by Rule 12b-25~c) has been attached if

applicable.

PART III —NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the

transition report or portion thereof, could not be filed within the prescribed time period.

Oriental Dragon Corporation (the "Company") was unable to file its Annual Report on Form 10-K

for the fiscal year ended December 31, 2013 on a timely basis because the Company required additional

time to complete the audits of its 2013 and 2011 financial statements. We are required to re-audit ourfinancial statement for the year ended December 31, 2011 as Sherb & Co., LLP, the auditors who audited

our financial statements for the year ended December 31, 2011, was denied the privilege of appearing

before the SEC as independent auditors. The Company expects to file its Form 10-K within the additional

time allowed by this report.

SEC 1344 Persons who are to respond to the collection of informafaon contained in this form are

(04-09) not required to respond unless the form displays a c:~~rently valid OMB controlnumber.

(Attach extra Sheets if Needed)

PART N — OTFIER INFORMATION

(1) Name and telephone number of person to contact in regard to this notification

Adam Wasserman (954) 616-5582

(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the Securiries Exchange Act of

1934 or Section 30 of the Inveshnent Company Act of 1940 during the preceding 12 months or for such

shorter period that the registrant was required to file such reports) been filed? If answer is no, identifyreport(s).

Yes ❑D No ❑

(3) Is it anticipated that any significant change in results of operations from the corresponding period for

the last fiscal year will be reflected by the earnings statements to be included in the subject report orportion thereof'?

Yes ❑ No D

If so, attach an explanation of the anticipated change, both narrarively and quantitatively, and, ifappropriate, state the reasons why a reasonable estimate of the results cannot be made.

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ORIENTAL DRAGON CORPORATION(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

Date: March 31, 2014 By:/s/Adam Wasserman

Adam WassermanChief Financial Officer

http: //www.sec. gov/Archives/edgar/data/ 13 68196/0001213 900140018 52/extf l Ok2013_orie... 6/8/2016

SCEF DOC. N0. 15 RECEIVED NYSCEF: 06/15/2016

Press Release

SEC Charges Nevci York-Based Audit Firm and Four Accountantsfog Failures in Audits of China-Based Companies

FOR IMMEDIATE RELEASE

2013-238

Washington D.C., Nov. 7, 2013 —The Securities and Exchange Commission today announced sanctions

against a New York-based audit firm, its founder, two other partners, and an audit manager for their roles

in the failed audits of three China-based companies publicly traded in the U.S.

An SEC investigation found that Sherb & Co. LLP and its auditors false~y represented in audit reports that

they had conducted the audits in accordance with U.S. auditing standards when it fact they were riddled

with failures and improper professional conduct. One of the companies they audited —China Sky One

Medical Inc. —has since been charged by the SEC with financial fraud.

To settle the SEC's charges, the firm and the four auditors agreed to be barred from practicing as

accountants on behalf of any publicly traded company or other entity regulated by the SEC. The firm

agreed to pay a $75,000 penalty.

"Auditors are critical gatekeepers in the financial reporting process, but Sherb & Co. and its auditors failed

to live up to their professional obligations in multiple audits during afive-year period," said Andrew

Ceresney, co-director of the SEC's Division of Enforcement.

According to the SEC's order instituting settled administrative proceedings, the flawed audits involved

China Sky One Medical, China Education Alliance Inc., and Wowjoint Holdings Ltd. The individuals

responsible for the audits were the firm's founder Steven J. Sherb, fellow partners Christopher A. Valleau

and Mark Mycio, and audit manager Steven N. Epstein. They failed to properly plan and execute the

audits, and they did not obtain sufficient competent evidential matters concerning sales, revenue, or bank

balances. They ignored clear red flags and failed to exercise professional skepticism and due care. They

also failed to maintain complete audit work papers.

According to the SEC's order, Sherb engaged in improper professional conduct as the concurring partner

for the China Sky audit and as concurring partner and engagement quality review (EQR) partner for the

Wowjoint audits. Valleau engaged in improper professional conduct as the engagement partner for the

China Sky audit and four of five Wowjoint audits, and as the EQR for the China Education audit. Mycio

engaged in improper professional conduct as the engagement partner for the China Education audit and

one of the Wowjoint audits. Epstein engaged in improper professional conduct as the senior audit

manager on the China Sky audit, China Education audit, and four of five Wowjoint audits.

The SEC order finds that Sherb & Co., Sherb, Valleau, Mycio, and Epstein violated Rule 102(e)(1)(ii) of

the SEC's Rules of Practice and Section 4(C) of the Securities Exchange Act of 1934. The SEC's order

also finds that Sherb & Co. and Mycio violated Exchange Act Section 10A(b)(1). Sherb & Co. and Mycio

are ordered to cease and desist from committing or causing any violations of Section 10A(b)(1) of the

Exchange Act. Sherb, Valleau, and Mycio are prohibited from practicing before the SEC as an accountant

for at least five years, and Epstein is barred for at least three years.

The SEC's investigation has been conducted by Rhoda Chang, Junling Ma, C. Dabney O'Riordan, Kam

Lee, Osman Handoo, Yuri Zelinsky, Neil Welch, and Gregory Faragasso.

Related Materials

• SEC order

~i ~i ~y

YSCEF DOC. N0. 16 RECEIVED NYSCEF: 06/15/2016

10-Q 1 flOg0913_orientaldragon.htm QUATERLY REPORT

UNITED STATESSECURITIES AND EXCHANGE COMIVIISSION


FORM 10-Q

(Mark One)

D QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2013or

❑ TRANSI7CION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIESEXCHANGE ACT of 1934

For the transition period from to

Commission File Number: 000-52133

ORIENTAL DRAGON CORPORATION(Exact name of regish-aiit as specified in its charter)

Cayman Islands(State or other jurisdiction

of incorporation or organization)

N/A(I.R.S. Employer Identification No.)

No. 48 South Qingshui RoadLaiyang City, Shandong

People's Republic of China 265200(Address of principal executive offices) (Zip Code)

f8 (535) 729-6152(Registrant's telephone number, including area code)

Not Applicable(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the reg-istrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period thatthe registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days_ Yes D No ❑

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 ofRegulation S-T (§232.405 of this chapter) during the preceding 12 montUs (or for such shorter period that theregistrant was required to submit and post such files). Yes ❑D No ❑

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer,""accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer ❑ Accelerated filer ❑

Non-accelerated filer D Smaller reporting company ❑

(Do not check if smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the ExchangeAct) Yes ❑ No D

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latestpracticable date. 29,023,171 ordinary shares are issued and 27,523,171 are outstanding as of November 14,2013.

ORIENTAL DRAGON CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

(Unaudited)

REVENUES

COST OF REVENUES

GROSS PROFIT

OPERATING EXPENSES:SellingGeneral and administrarive

Total Operating Expenses

INCOME FROM OPERATIONS

OTHER INCOME

INCOME BEFORE PROVISION FOR INCOMETAXES

PROVISION FOR INCOME TAXES

NET INCOME

COMPREHENSIVE INCOME:NET LNCOME

OTHER COMPREHENSIVE INCOME(LOSS):

Foreign currency translarion adjushnent

TOTAL COMPREHENSIVE INCOME

EARNINGS PER SHARE:Basic

Diluted

For the Three Months For the Nine MonthsEnded September 30, Ended September 30,

2013 2012 2013 2012

$39,930,646 $33,601,283 $95,629,175 $107,160,000

25,087,496 20,068,000 60,631,205 67,671,264

14,843,150 13,533,283 34,997,970 39,488,736

149,972 130,828 389,020 376,6071,606,645 895,816 4,078,944 2,709,799

1,756,617 1,026,644 4,467,964 3,086,406

13,086,533 12,506,639 30,530,006 36,402,330

30,908 49,120 112,702 217,119

13,117,441 12,555,759 30,642,708 36,619,449

(3,285,472 (3,139,291) 7,683,128 (9,203,615)

$ 9,831,969 $ 9,416,468 $22,959,580 $ 27,415,834

$ 9,831,969 $ 9,416,468 $22,959,580 $ 27,415,834

1,195,623 (279,407) 4,900,015 595,580

$11,027,592 $ 9,137,061 $27,859,595 $ 28,011,414

$ 036 $ 034 $ 0.83 $ 1.00

$ 034 $ 034 $ 0.79 $ 0.99

WEIGHTED AVERAGE SHARESOUTSTANDING:

Basic 27,516,628 27,509,171 27,511,684 27,509,171

Diluted 28,877,513 27,942,180 28,958,602 27,827,807

The accompanying notes are an integral part of the unaudited consolidated financial statements

-2-

ORIENTAL DRAGON CORPORATION AND SUBSIDIARIESNOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2013

NOTE 13 —SEGMENT REPORTING

The Company's principal operating segments coincide with the types of products to be sold. The productsfrom which revenues are derived are consistent with the reporting structure of the Company's internalorganization. The Company's two reportable segments for the nine months ended September 30, 2013 and2012 were juice concentrate and puree segment and the bio-animal feed segment. The Company's chiefoperating decision-maker has been identified as the Chairman and CEO, who reviews operating results tomake decisions about allocating resources and assessing performance for the entire Company. Segmentinformation is presented based upon the Company's management organization structure as of September 30,2013 and the distinctive nature of each segment. Future changes to this internal financial structure may resultin changes to the reportable segments disclosed. There are no inter-segment revenue transactions and,therefore, revenues are only tc-external customers. As the Company primarily generates its revenues fromcustomers in the PItC, no geographical segments are presented.

Segment operati:~g profit is determined based upon internal performance measures used by the chiefoperating decision-maker. The Company derives the segment results from its internal management reportingsystem. The accounting policies the Company uses to derive reportable segment results are the same as thoseused for external reporting purposes. Management measures the performance of each reportable segmentbased upon several metrics, including net revenues, gross profit and operating income. Management usesthese results to evaluate the performance of, and to assign resources to, each of the reportable segments. TheCompany manages certain operating expenses separately at the corporate level and does not allocate suchexpenses to the segments. Segment income from operations excludes interest income/expense and otherincome or expenses and income taxes according to how a particular reportable segment's management ismeasured. Management does not consider impaimlent charges and unallocated costs in measuring theperformance of the reportable segments.

Segment information available with respect to these reportable business segments for the three and ninemonths enc~d September 30, 2013 and 2012 was as follows:

Revenues:Juice concentrate and puree segmentBio animal feed segmentTotal segment and consolidated revenues

Gross profit:juice concentrate and puree segmentBio animal feed segmentTotal segment and consolidated gross profit

Income from operations:

Three Months Ended Nine Months EndedSeptember 30, September 30,

2013 2012 2013 2012

$38,007,670 $32,017,557 $90,667,081 $101,176,1031,922,976 1,583,726 4,962,094 5,983,897

39,930,646 33,601,283 95,629,175 107,160,000

13,373,512 12;305,394 31,087,852 34,738,2311,469,638 1,227,889 3,910,118 4,750,505

14,843,150 13,533,283 34,997,970 39,488,736

Juice concentrate and puree segment $12,362,483 $11,823,106 $28,322,188 $ 33,470,947Bio animal feed segment 1,499,475 1,227,890 3,939,955 4,750,506Total segment income from operations 13,861,958 13,050,996 32,262,143 38,221,453

Unallocated costs (775,425) (544,357) (1,732,137) (1,819,123)Total consolidated income from operations 13,086,533 12,506,639 30,530,006 36,402,330

Depreciation and amortization:Juice concentrate and puree segment $ 1,690,875 $ 1,045,593 $ 4,770,149 $ 2,946,594Bio anunal feed segment 35,236 29,184 104,823 97,995Total segment depreciation and amortization 1,726,111 1,074,777 4,874,972 3,044,589

Unallocated depreciation and amortization 9,854 6,952 29,303 22,552Total consolidated depreciation and amortization 1,735,965 1,081,729 4,904,275 3,067,141

Capital additions:Juice concentrate and puree segment $ 96,496 $ (11,421) $22,459,067 $21,757,009

Bio animal feed segment

Total segment capital additionsUnallocated capital additions

Total consolidated capital additions (deduction)

-21-

96,496 (11,421)- 8,676

~ 96,496 ~ (2,745

22,459,067

$22,459,067

21,757,0098,676

$21,765,685

Recently adopted accounting pronouncements

In February 2013, the FASB issued Accounting Standards Update No. 2013-02 ("ASU 2013-02") Reportingof Amounts Reclassified Out of Accumulated Other Comprehensive Income. ASU 2013-02 does not changethe current requirements for reporting net income or other comprehensive income, however it increasesdisclose requirements for amounts that are reclassified out of accumulated other comprehensive income intonet income. ASU 2013-02 is effective for annual and interim periods beginning after December 15, 2012.The adoption of ASU 2013-02 did not have a material effect on our financial statements.

Recently announced accounting pronouncements not yet adopted

In March 2013, the FASB issued ASU 2013-OS `Parents Accounting for the Cumulative TranslationAdjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of anInvestment in a Foreign Entity. " ASU 2013-OS addresses the accounting for the cumulative translationadjustment when a parent either sells part or all of its investment in a foreign entity or no longer holds acontrolling financial interest in a subsidiary or group of assets that is a nonprofit activity or a business withina foreign entity. For public entities, the ASU is effective prospectively for fiscal years, and interim periods,within those years, beginnuig after December 15, 2013. Early adoption is permitted. The adoption of ASU2013-OS is not expected to have a material impact on our consolidated financial statements.

In July 2013, the FASB issued ASU 2013-11, "Presentation of an Unrecognized Tax Benefit Whey a NetOperating Loss Carryforwarc~ a Similar Tax Loss, or a Tax Credit Carryforward Exists." ASU 2013-11provides guidance on the presentation of unrecognized taY benefits related to any disallowed portion of netoperating loss canyforwards, similar tax losses, or tax credit carryforwards, if they exist. ASU 2013-11 iseffective for fiscal years beginning after December 15, 2013. The adoption of ASU 2013-11 is not expectedto have a material impact on our consolidated financial statements.

Accounting standards that have been issued or proposed by FASB that do not require adoption until a futuredate are not expected to have a material impact on the consolidated financial statements upon adoption. Wedo not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to ourfinancial condition, results of operations, or disclosures.

RESULTS OF OPERATIONS

The following tables set forth key components of our results of operations for the periods indicated, indollars, and key components of our revenue for the periods indicated, in dollars. The discussions followingthe table are based on these results.

REVENUESCOST OF REVENUES

GROSS PROFIT

OPERATING EXPENSES:SellingGeneral and administrative


INCOME FROM OPERATIONSOTHER INCOMEINCOME BEFORE INCOME TAXESPROVISION FOR INCOME TAXES

NET INCOME

COMPREHENSIVE INCOME:NET INCOMEOTHER COMPREHENSIVE INCOME (LOSS):Foreign currency translation adjustment

COMPREHENSIVE INCOME

Three Months EndedSeptember 30,

2013 2012

$39,930,646 $33,601,28325,087,496 20,068,000

14,843,150 13,533,283

Nine Months EndedSeptember 30,

2013 2012

$95,629,175 $107,160,00060,631,205 67,671,264

34,997,970 39,488,736

149,972 130,828 389,020 376,6071,606,645 895,816 4,078,944 2,709,7991,756,617 1,026,64.4 4,467,964 3,086,406

13,086,533 12,506,639 30,530,006 36,402,33030,908 49,120 112,702 217,119

13,117,441 12,555,759 30,642,708 36,619,449(3,285,472 3,139,291) (7,683,128 (9,203,615)$ 9,831,969 $ 9,416,468 $22,959,580 $ 27,415,834

$ 9,831,969 $ 9,416,468 $22,959,580 $ 27,415,834

1,195,623 (279,407) 4,900,015 595,580$11,027,592 $ 9,137,061 $27,859,595 $ 28,011,414

Results of Operations for the Three and Nine Months Ended September 30, 2013 Compared to theThree and Nine Months Ended September 30, 2012

Revenues. For the three months ended September 30, 2013, we had revenues of $39,930,646, as compared torevenues of $33,601,283 for the three months ended September 30, 2012, an increase of $6,329,363 or18.8%. For the nine months ended September 30, 2013, we had revenues of $95,629,175, as compared torevenues of $107,160,000 for the nine months ended September 30, 2012, a decrease of $11,530,825 cr10.8%. Revenue and changes for each product line was summarized as follows:

Three ThreeMonths MonthsEnded Ended

September September Percentage30, 2013 30, 2012 Increase Change

Laiyang pear juice concentrate (1) $19,321,567 $17,397,933 $1,923,634 11.1%Strawberry juice concentrate and puree (2) 18,686,103 14,619,624 4,066,479 27.8%Bio animal feed (3) 1,922,976 1,583,726 339,250 21.4%Total revenues $39,930,646 $33,601,283 $6,329,363 18.8%

Nine NineMonths MonthsEnded Ended

September September (Decrease) Percentage30, 2013 30, 2012 Increase Change

Laiyang pear juice concentrate (1) $53,149,130 $ 79,111,467 $(25;962,337) (32.8)%Strawberry juice concentrate and puree (2) 37,517,951 22,064,636 15,453,315 70.0%Bio animal feed (3) 4,962,094 5,983,897 (1,021,803) (17.1)%Total revenues $95,629,175 $107,160,000 $11,530,825) 10.8

(1) During the three and nine months ended September 3D, 2013, we continue to see strong demand forour Laiyang Pear juice concentrate products. Our revenues from Laiyang Pear juice concentrate for the threemonths ended September 30, 2013 increased by 11.1% as compared to the three months ended September30, 2012 with the Laiyang Pear juice concentrate increased revenue attributable to an increase in volumewith no change in our selling price. During the three months ended September 30, 2013, we sold 7,154metric tons ("MT") of Laiyang Pear juice concentrate as compared to 6,608 MT in the tlu-ee months endedSeptember 30, 2012, an increase of 8.2%. During the third quarter of 2013, we increased sales of ourLaiyang Pear juice concentrate products due to increasing market demand from our existing customers fromthe use of Laiyang Pear juice concentrate in phannaceutical and health_ supplement products in whichLaiyang Pear juice concentrate is used for its nutritional content and our ability to increase productioncapacity due to sufficient Laiyang Pear raw material purchases in the third quarter of 20.13.

During the nine months ended September 30, 2013, our revenues from Laiyang Pear juice concentratedecreased by 32.8% as compared to the nine months ended September 30, 2012 with tie Laiyang Pear juiceconcentrate decreased revenue attributable to a decrease in volume during the January and February 2013 ascompared to January and February 2012 with no change in our selling price. During the nine months endedSeptember 30, 2013, we sold 19,820 metric tons ("MT") of Laiyang Pear juice concentrate as compared to29,990 MT in the nine months ended September 30, 2012, a decrease of 33.9 %. The decrease in the sales ofour Laiyang Pear juice concentrate products was prunarily due to our inability to purchase and grow asufficient quantity of Laiyang pears during the 2012 growing season caused by bad weather. During the 2012growing season, our business was adversely affected by weather and environmental factors beyond ourcontrol, such as adverse weather conditions during the squeezing season. We have no control over suchforces of nature and the necessary raw materials were not available to us. The availability of these rawmaterials may vary significantly and may affect the quantity and profitability of our products. In addition,due to strong sales in the fourth quarter of 2012, we had fewer inventory on hand at December 31, 2012 ascompared to December 31, 2011 and accordingly, we had less inventory to sell during January and February2013 as compared to the comparable period in 2012. During the beginning of the 2013 growing season, wewere able to produce more Laiyang Pear juice concentrate and accordingly, our sales during the three monthsended September 30, 2013 increased as compared to the comparable period in 2012.

Our business is highly seasonal, reflecting the harvest season of our primary source fruits, the Laiyang Pear,during the months from September through the following February. We produce fruit juice concentrate andstore it in cold storage until it is sold. Typically, a substantial portion of our revenues are earned during ourfirst, third and fourth quarters. We generally experience lower revenues during our second quarter. Ourinventory levels increase during the third and fourth quarter of the year and decrease substantially in the firstquarter of the year. Generally we sell the remaining inventory balances during the first or second quarter ofthe year. We have not experienced a shortfall in working capital during our production period and we havesufficient working capital on hand to secure our raw materials. If we experience a bad harvest season due toweather or other situation that we cannot control, we would have a shortage of prnnary raw material and wewould experience a substantial decrease in our revenues.

-28-

September 30, 2013 as compared to a foreign currency translation loss of $279,407 for the three monthsended September 30, 2012. We reported a foreign currency translation gain of $4,900,015 for the ninemonths ended September 30, 2013 as compared to $595,580 for the nine months ended September 30, 2012.These non-cash gains/losses had the effect of increasing (decreasing) our reported comprehensive income.

Comprehensive income. For the three months ended September 30, 2013, comprehensive income of$11,027,592 is derived from the sum of our net income of $9,831,969 plus foreign currency translation gainsof $1,195,623. For the three months ended September 30, 2012, comprehensive income of $9,137,061 isderived from the sum of our net income of $9,416,468 less a foreign currency translation loss of $279,407.For the nine months ended September 30, 2013, comprehensive income of $27,859,595 is derived from thesum of our net income of $22,959,580 plus foreign currency translation gains of $4,900,015. For the ninemonths ended September 30, 2012, comprehensive income of $28,011,414 is derived from the sum of ournet income of $27,415,834 plus foreign currency translation gain of $595,580.

-31-

8-K 1 f8k042614 orientaldragoncorp.htm CURRENT REPORT

UNITED STATESSECURITIES AND EXCHANGE COMIVIISSION


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 26, 2014 (April 26, 2014)

ORIENTAL DRAGON CORPORATION(Exact name of registrant as specified in its charter)

Cayman islands

(State or other jurisdictionof incorporation)

000-52133

(CommissionFile Number)

N/A

(I.R.S. EmployerIdentification No.)

No. 48 South Qingshui RoadLaiyang City, Shandong, People's Republic of China 265200

(Address of principal execurive offices) (Zip Code)

Registrant's telephone number, including area code: +86 (535) 729-6152

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

❑ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)❑ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)❑ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))❑ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

Item 4.01 Changes in Registrant's Certifying Accountant

Dismissal of Previous Independent Registered Public Accounting Firm

On April 26, 2014, Oriental Dragon Corporation (the "Company") received a letter of resignation from its independentauditors, Grant Thornton China, a member firm of Grant Thornton Internaronal ("Grant Thornton"), indicating that theclient-auditor relationship had ceased as of Apr.122, 2014. The Company's Board of Directors approved the resignation.

Grant Thornton's report on our financial statements for the fiscal year-ended December 31, 2012 did not contain ate-adverseopinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles.

Except as disclosed kerein, during the fiscal years ended December 31, 2012 and 2013 and through Grant Thomton'sdismissal on Apri122, 2014, there were (1) no disagreements with Grant Thornton on any matter of accounting principles orpractices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to thesatisfaction of Grant Thornton, would have caused Grant Thornton to make reference to the subject matter of thedisagreements in connection with its report, and (2) no events of the type listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation S-K.

We fiunished Grant Thornton with a copy of this disclosure on June 24, 2014, providing Grant Thornton with the opportunityto furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by us herein inresponse to Item 304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. Upon receipt of therequested letter from Grant Thornton, we will file a copy of such letter as Exhibit 16.1 to this current report on Form 8-K.

Engagement of New Independent Registered Public Accounting Firm

As of June 26, 2014, the Board of Directors appointed Marcum Bernstein and Pinchuk LLP ("Marcum"), as our independentauditor.

During the years ended December 31, 2012 and 2013 and through the date hereof, neither the Company nor anyone acting onits behalf consulted Marcum with respect to (i) the application of accounting principles to a specified transaction, eithercompleted or proposed, or the type of audit opinion that might be rendered on the Company's financial statements, andneither a written report was provided to the Company or oral advice was provided that Marcum concluded was an importantfactor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) anymatter that was the subject of a disagreement or reportable events set forth in Item 304(a)(1)(iv) and (v), respecrively, ofRegulation S-K.

The Company has authorized Grant Thornton to respond fully to Marcum's inquiries concerning each of the matters ofdisagreement described in below Item 4.02.

Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or CompletedInterim Review.

On May 26, 2014, the Company received notice from Grant Thornton that the Company's financial statements for the yearended December 31, 2012, the audit opinion issued by Grant Thornton on those financial statements and the quarterlyfinancial statements for~nterim periods ended between I+✓Iarch 31,_2012 and September 30, 2013 should no longer be reliedupon. Management is not aware of any misstatements on financial statements for those periods. The Company has retainedMarcum to re-audit the fiscal years ended December 31, 2011 and December 31, 2012, audit the fiscal year ended December31, 2013 and review the interim periods between March 31, 2012 and September 30, 2013 and for the interim period endedMarch 31, 2014.

2

Grant Thornton indicated that during the course of its audit of the Company's financial statements for the year ended

December 31, 2013, they believed documents and related information brought to their attention called into question the

authenticity and reliability of certain documents that formed the basis for the Company's financial statements. The principal

subjects that gave rise to Crrant Thornton's concerns included (1) the authenticity of the legal document provided to Grant

Thornton from the Laiyang government to support the Company's exclusive rights to produce Laiyang pear concentrate; (2)

perceived irregularities in information provided by management to authen±icate customer information; (3) discrepancies

between publicly available data regarding pear production for the region in which the Company does business and the

production capacity reported by the Company; and (4) discrepancies between publicly available data regarding certain PRC

state and local income taxes paid by the Company. The Company's management discussed each of these matters with Grant

Thornton and promptly retained the independent investigators recommended by Grant Thornton to investigate these matters.

The independent investigator, Chen & Co Law Firm, a subsidiary of Ernst &Young (China), went to the Laiyang city

governmental offices on April 17, 2014 and conducted due diligence with regard to the first issue. The investigator concluded

that the documents provided by the Company to Grant Thornton to support the Company's exclusive rights to produce

Laiyang pear concentrate were in conformity with the documents kept at-the Laiyang government.

The second independent invesrigator recommended by Crrant Thornton, Fengshen Marketing Research Ltd., confirmed the

data reported by the Company with regard to pear planting acreage and the production capacity in the region. Grant

Thornton alleged that the total pear harvest in Laiyang was 249,000 mehic tons; far below the 1.5 million metric tons claimea

by the Company and well below the 450,000 metric tons the Company utilized in 2013 to produce pear juice concentrate. The

Fengshen report concluded that, contrary to Grant Thornton's accusation, the total annual harvest exceeded 2 million metric

tons.

For reasons the Company does not understand, Grant Thornton did not agree with the conclusions reached by the

investigators they recommended.

The Company also believes the second and fourth concerns are not warranted. Regarding the "irregularities" of the customer

information, Grant Thornton stated that since at first they were not able to verify one of the two bio-feed customers (50%),

that this was deemed to mean that they were not able to verify 50% of the Company's total revenue, notwithstanding that the

bio-feed business only accounted for approximately 2% of the Company's total revenues. The Company is not aware of any

irregularities and produced invoices and remittances associated with all sales of its bio-feed products and arranged interviews

for Grant Thornton with each of the two customers. Crrant Thornton conducted the interviews during which each customer

confirmed their relationship with the Company. However, Grant Thornton stated that they determined through other sources

that one of the customers had no relationship with the Company. The Company does not agree with this allegation, has an

excellent three-year relationship with both customers and has not been shown any evidence that supports Grant Thomton's

allegation.

Regarding the t~ issue, Grant Thornton never claimed the Company did not pay its taxes but rather were of the view thatsince the public record maintained by various official and unofficial parties available on the Internet did not conform and

reflect all payments made by the Company, that the Company may have stated its tax payments incorrectly. The Company

believes they have paid the appropriate state and local income tax required by PRC laws and provided sufficient evidence for

such payments to Crrant Thornton including t~ receipts. The Company's bank statements received by Grant Thorntondirectly from the bank confirmed all payments and the tax receipts were subsequently confirmed to Grant Thornton by the

PRC tax authorities.

There were several discussions between representatives of the Company and Grant Thornton in an attempt to resolve the

disagreements over the above issues. For reasons the Company does not understand; despite the efforts and resolutions

described above, Grant Thornton is of the view that these issues were not resolved to their satisfaction.

Item 9.01 Financial Statements and Ezhibits.

(d) Exhibits.

The Company will file the letter from Grant Thornton regazding this Current Report on Form 8-K as an exhibit 16.1 as soonas the Company receives such letter.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report tobe signed on its behalf by the undersigned hereunto duly authorized.

Date: June 26, 2014 ORIENTAL DRAGON CORPORATION

By: /s/ Zhide JiangName: Zhide JiangTitle: Chief Executive Officer

YSCEF DOC. NO. 18 RECEIVED NYSCEF: 06/15/2016

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8-K 1 f8k122914 orientaldragon.htm CURRENT REPORT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


FORM 8-K

CURRENT REPOR'P

Pursuant to Secfion 13 or 15(d) of the

Securities Exchange Act of 1934

Date ofReport (Date of earliest event reported): January 8, 2015 (December 29, 2014)

ORIENTAL DRAGON CORPORATION

Cayman Islands

(State or other jurisdictionof incorporation)

(Exact name ofregistrant as specified in its charter)

000-52133

(CommissionFile Number)

No. 48 South Qingshui Road

Laiyang City, Shandong, People's Republic of China

(Address ofprincipal executive offices)

N/A

(I.R.S. EmployerIdentification No.)

265200

(Zip Code)

Registrant's telephone number, including area code: +86 (535) 729152

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the

registrant under any of the following provisions:

❑ Written communications pursuant to Rule 425 under the Securities Act (17-~'FR 230.425)

❑ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

❑ Pre~ommencem~nt communications pursuant to Rule 1-4d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

❑ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13a-4(c))

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Item 4.01 Changes in Registrant's Certifying Accountant

Dismissal of Previous Independent Registered Public Accounting Firm

On December 29, 2014, Oriental Dragon Corporation (the "Company") sent a letter oftermination to its independentauditors Marcum Bernstein and Pinchuk LLP ("Marc,im"). Such temunation was approved by the Company's Board ofDirectors.

Marcum has not issued any report on our financial statements since its engagement on June 26, 2014.

Except as disclosed below, during the fiscal years ended December 31, 2013 and 2014, there were (1) no disagreements withMarcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedsres,which disagreements, if not resolved to the satisfaction of Marcum, would have caused Maxcum to make reference to thesubject matter of the disagreements in connection with its report, and (2) no events ofthe type listed in paragraphs (A)through (D) ofItem304(a)(1)(v) ofRegulation S-K.

In August 2014, Marcum requested the Company to provide online banking access to the company's bank accounts with theAgriculture Bank of China (the "ABC") during the period from January 1, 2011 to December 31, 2013 for purpose ofverifying the Company's cash balances on the relevant dates.

After repeated efforts by the Company to obtain such access for Marcum, the Company was told by ABC that online bankingaccess was only available for the past six month. ABC also informed the Company that this was the uniform position ofABCthroughout China.

There have been a number of discussions between representatives ofthe Company and Marcum in an attempt to resolve thedisagreement over the above issue. However, Marcum has insisted that it could not conduct the audit unless it was grantedonline access to the Company's bank accounts at ABC for the past three years. ABC has stated that online access for the pastthree years' bank statements is technically impossible due to the bank's system settings.

We furnished Marcum with a copy ofthis disclosure on January 5, 2015, providing Marcum with the opportunity to furnishus with a letter addressed to the SEC stating whether it agrees with the statements made by us herein in response to Item304(a) of Regulation S-K and, if not, stating the respect in which it does not agree. Attached hereto as Exhibit 16.1 is a copyof such letter from Marcum.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Na Descripfion

16.1 Letter from Marcum to the Company dated January 8, 2015

2

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to

be signed on its behalf by the undersigned hereunto duly authorized.

Date: January 8, 2015 ORIENTAL DRAGON CORPORATION

By: /s/ Zhide June

Name: Zhide JiangTitle: ChiefExecutiveOfficer

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Exhibit No Description

16.1 Letter from Marcum to the Company dated January 8, 2015

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EX-16.1 2 f8k122914ex16i oriental.htm LETTER FROM MARCUM TO THE COMPANY

Jk~G~?k~T'+t~Al~IT~`s ,a. ~4.D~L'~QR

January 08, 2015

Securities and Exchange Commission100 F Street, N.E.Washington, D.C. 20549

Commissioners:

EXHIBIT 16.1

We have read the statements made by Oriental Dragon Corporation under Item 4.01 of its Form 8-K dated January 08, 2015.

We agree with the statements concerning our Firm in the first sentence ofparagraph 1, paragraphs 2, 3, 4, and the first two

sentences ofparagraph 6 in such Form 8-K; we are not in a position to agree or disagree with other statements of Oriental

Dragon Corporation contained therein.

Very truly yours,

/s/ Marcum Bernstein & Pinchuk LLPMarcum Bernstein & Pinchuk LLP

~'.~~,~

t~e~~~~o.~~

NEVG' YORK OFFICE • 7 Penn Plaza ~ Suite 830 •New Yogic, New Yoiic 10001 •Phone 646.442.4845 •Fag 646.349.5200 •

marcumbp.com

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YSCEF DOC. NO. 19 RECEIVED NYSCEF: 06/15/2016

10-K 1 v179397 lOk.htmiJNITED STATES

SECURITIES AND EXCHANGE COMNIISSIONWASffiNGTON, D.C. 20549

FORM 10-K

D ANNUAL REPORT UNDER PURSUANT TO SECTION 13 OR 15(d) OF TIC SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

❑ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File Number: 000-52133

EMERALD ACQUISITION CORPORATION(Exact name of small business issuer as specified in its charter)

Cavman Islands(State or other jurisdiction ofincorporation or organization)


People's Republic of China(Address of principal executive offices)

+86 (53~ 729-6152(Registrants telephone number, including area code)

N/A(IRS Employer

Identification No.)

SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT: NINE

SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:Common Stock, Par Value $0.001 Per Share

(Title of Class)

Indicate by check mazk whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ❑ NO O

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ❑ No D

Check whether the issuer: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (orfor such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days. YES D NO ❑

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every InteractiveData File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ❑ No ❑

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not containedherein, and will not be contained, to the best of registrants l~owledge, in definitive proms or information statements incorporated byreference Part III of this Form 10-K or any amendment to this Form 10-K ❑D

Indicate by check mark whether the registrant is a lazge accelerated filer, an accelerated filer, an accelerated filer, anon-accelerated filer, or asmaller reporting company. See the definitions of "large accelerated filer," "accelerated file' and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Lazge accelerated filer ❑ Accelerated filer ❑

Non-accelerated filer ❑ Smaller reporting company D(Do not check if a smaller reporting company)

As of the last business day of the registrant's most recently completed second fiscal quarter, there was no public trading market for ourcommon stock.

As of March 26, 2010, there are 27,491,171 ordinary shares issued and outstanding.

EMERALD ACQUISITION CORPORATION AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

ASSETSCURRENT ASSETS:Cash and cash equivalentsCash -restrictedAccounts receivable, net.of allowance for doubtful accounts and sales discountInventories, net of reserve for obsolete inventoryPrepaid VAT on purchasesPrepaid expenses and other current assetsDeferred income taaces

Total Current Assets

PROPERTI' AND EQUIPMENT -net

OTHER ASSETS:Land use rights, netDeferred income takes -net of current portion

Total Assets

LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES:Current portion of loan payableAccounts payableAccrued expensesAcquisition payablesIncome taxes payableOther taxes payable

Total Current Liabilities

LONG-T'ERM LIABILITIES:Loan payable, net of current portion

Total Liabilities

COMMITMENT

SHAREHOLDERS' EQUITY:Preference shazes ($0.001 par value•, 1,000,000 shares authorized,none issued. and outstanding at December 31, 2009 and 2008, respectively)

Ordinary shares ($0.001 par value; 50,000,000 shares authorized, 27,491,171 and21,333,332 shares issued and outstanding at December 31, 2009 and 2008, respectively)

Additional paid-in capitalSubscription receivableI'cetained earningsStatutory and non-statutory reservesAccumulated other comprehensive income -cumulative forei~ currency translation adjustment

Total Shazeholders' Equity

Total Liabilities and Shazeholders' Equity

See notes to consolidated financial statements

F-3

December 31,2009 2008

$ 26,574,338 $ 2,028,8582,587,916 -

- 5,102,76313,345,511 15,589,977

82,330 433,109- 994,199

59,685 -

42,649,780 24,148,906

7,397,661 7,464,680

15,779,542 16,287,091835,586 -

$ 66,662,569 $ 47,900,677

$ - $ 10,212,716540,830 1,050,806

1,392,155 270,474- 850,501

4,819,891 2,366,21131,317

6,784,193 14,750,708

- 3,568,628

6,784,193 18,319,336

27,492 21,33316,331,315 1,236,396

- (50,000)38,080,824 23,009,9552,949,814 2,949,8142,488,931 2,413,843

59,878,376 29,581,341

$ 66,662,569 $ 47,900,677

EMERALD ACQUISITION CORPORATION AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

NET REVENUES

COST OF SALES

GROSS PROFIT

OPERATING EXPENSES:SellingResearch and developmentGeneral and administrative


INCOME FROM OPERATIONS

OTHER INCOME (EXPENSE):Interest incomeInterest expense

Total Other Income (Expense)

INCOME BEFORE PROVISION FOR INCOME TAXES

(PROVISION FOR) BENEFIT FROM INCOME TAXES:CurrentDeferred

Total Provision for Income Takes

NET INCOME

COMPREHENSIVE INCOME:NET INCOME

OTHER COMI'REHENSIVE INCOME:Unrealized foreign currency translation gain

COMPREHENSIVE INCOME

NET INCOME PER ORDINARY SHARE:Basic

Diluted

WEIGHTED AVERAGE ORDINARY SHARES OUTSTANDING:Basic

Diluted

For the Years EndedDecember 31,

2009 2008

$ 82,627,335 $ 74,232,226

59,566,445 54,897,949

23,060,890- 19,334,277

456,024 686,7241,408,501 256,2831,929,938 1,710,215

3,794,463 2,653,222

19,266,427 16,681,055

62,512 50,251(335,560) (976,204)

(273,048) (925,953)

18,993,379 15,755,102

(4,817,299) (4,196,701)894,789 -

(3,922,510) (4,196,701)

$ 15,070,869 $ 11,558,401

$ 15,070,869 $ 11,558,401

75,088 1,304;006

$ 15,145,957 $ 12,862,407

$ 0.67 $ 0.54

$ 0.67 $ 0.54

22,495,050 21,333,332

22,495,050 21,333,332


F-4

EMERALD ACQUISITION CORPORATION AND SUBSIDIAR~SCONSOLIDATED STATEMENTS OF SI3AREHOLDERS' EQUITY

For the Yeazs Ended December 31, 2009 and 2008

Ordinary Statutory AccumulatedShazes Addirional and Other Total

Number of Paid-in Subscription Retained Non-Statutory Comprehensive Shazeholders'Shares Amount Capital Receivable Earnings Reserves Income Equity

Balance, December 31,2007 21,333,332 $ 21,333 $ 1,236,396 $ (50,000) $ 12,710,564 $ 1,690,804 $ 1,109,837 $ 16,718,934

Adjus~ent to non-statutory reserves - - - - (1,259,010) 1,259,010 - -

Comprehensive income:Net income for theyeaz - - - - 11,558,401 - - 11,558,401

Foreign currency~anslationadjushnent - - - - - - 1,304,006 1,304,006

Total comprehensiveincome - - - - - - 12,862,407

Balance, December 31,2008 21,333,332 21,333 1,236,396 (50,000) 23,009,955 2,949,814 2,413,843 29,581,341

Reorganization ofCompany 487,500 488 (488) 50,000 - - - 50,000

Sale of ordinary shazes 5,670,339 5,671 17,005,343 - - - - 17,011,Oi4

Offering costs - - (1,909,936) - - - - (1,909,93

Comprehensive income:Net income for theyeu - - - - 15,070,869 - - 15,070,869

Foreign currency¢anslationadjustment - - - - - - 75,088 75,088

Total comprehensiveincome - - - 15,145,957

Balance, December 31,2009 27,491,171 $ 27,492 $ 16,331,315 $ - $ 38,080,824 $ 2,949,814 $ 2,488,931 $ 59,878,376


F-5

EMERALD ACQUISITION CORPORATION AND SUBSIDIARIESNO1`ES TO CONSOLIDATED FINANCLAL-STATEMENTS

December 31, 2009 and 2008NOTE 13 — REST`RICTED NET ASSETS (continued)

EMERALD ACQUISITION CORPORATIONCONSOLIDATED PARENT COMPANY BALANCE SHEETS

As of As ofDecember 31, December 31,

2009 2008

ASSETSCash and cash equivalents $ 10,487,306 $ -Cash -restricted 2,587,916 -

Total Current Assets 13,075,222 -Investrnents in subsidiaries at equity 46,906,159 29,581,341

Total Assets $ 59,981,381 $ 29,81,341

LIABILITIES AND SHAREHOLDERS' EOUITYCurrent liabilities:Accounts payable 103,005 -

Total Current Liabilities 103,005 -

Shazeholders' equity:Ordinary shares ($0.001 par value; 50,000,000 sharesauthorized, 27,491,171 and 21,333,332 shares issuedand ou#standing at December 31, 2009 and 2008, respectively) 27,492 21,333

Additional paid-in capital 16,331,315 1,236,396Staxutory reserve 2,949,814 1,216,292Subscription receivable - (50,000)

Retained earnings 38,080,824 23,009,955Accumulated other comprehensive income 2,488,931 2,413,843

Total Shareholders' Equity 59,878,376 29,581,341

Total Liabiliries and Shareholders' Equity $ 59,981,381 $ 29,581,341

EMERALD ACQUISITION CORPORATIONCONDENSED PARENT COMPANY STATEMENTS OF OPERATIONS

REVENUES

OPERATING EXPENSES:General and adutinistrative


LOSS FROM OPERATIONS

LOSS ATTRIBUTABLE TO PARENT ONLY

EQUITY INCOME EARNINGS OF SUBSIDIARIES

NET INCOME

F-24

For the Year EndedDecember 31,

2009 2008

$ - $

178,861 -178,861 -

(178,861) -

(178,861) -

15,249,730 11,558,401

$ 15,070,869 $ 11,558,401

FILED : NEW YORK COUNTY CLERK 0 6 15 2 016 0 6 : 0 9 P INDEX N0. 652110 /2016

NYSCEF DOC. N0. 20 RECEIVED NYSCEF: 06/15/2016

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Sheetl

AB

CD

EF

GH

Balance Sheet

1 2

Prepared by:

Eas

tern

Long

2,01

5.60

3Industrial Co.

, Lt

d.

Liabilities

Assets

Line No.

and

Line

No.

4Opening

Closing

Equi

tyOpening

Closing

(Sha

reho

lde

rs'

5eq

uity

)

~Curr

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sets

:Current'

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1209,999,440.03

350,211,189.35

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69

~in

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ment

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paya

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70

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3,49

6.34

Advances

Divi

dend

s4

from

71-r

ecei

vabl

ecustomer

10

s

11

Fore

x Ac

coun

ts5

137,983.65

137,

983.

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72

913,

577.

61845,288.64

Rece

ivab

lepa

yabl

e

12

Accounts

6-1

3,25

6,63

8.25

92,3

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583,

643.

9458

3,64

3.94

receivable

paya

ble

13

Other re

ceiv

able

s7

1,69

3,93

8.28

1,69

3,93

8.28

Dividends

paya

ble

74

14

Prepayments

844

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,400

.00

44,043,400.00Taxes

75

51,7

63,7

36.4

756,582,932.53

paya

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Sheetl

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FG

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`Subsidies

15

rece

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82

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370,

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ilit

ies

Gong-

term

21

inve

stme

nt.

Long

-ter

m eq

uity

Total

inve

stme

nt32

current

100

64,706,893.82

64,2

97,4

27.4

4~2

liab

ilit

ies

Long

-ter

m de

btLo

ng-t

erm

23

inve

stme

nts

34

liab

ilit

ies:

.

Total lo

ng-t

erm

38

Long ter

m10

1Z~

inve

stme

nts

loan

25 'Fi

xedassets

Bonds

102

paya

ble

'':Fi

xed Assets

39

214,

688,

942.

32214,691,563.68

Long-term

103

~~ ;

payables

Sheetl

AB

CD~

EF

_ G

g

Less: accumulated

40

109,

942,

362.

18115,189,525.00

Spec

ial

106

27

discount

payables

Other

Net fixed assets

41

104,746,580.14

99,5

02,0

38.6

8lo

ng-t

erm

108

28

liab

ilit

ies

Less

: impairment of

Tota

l long

42

term

110

29

fixed assets

liabilities

beferred

30

Net fixed assets

43

104,746,580.14

99,5

02,0

38.6

8ta

x:

Engineer mat

eria

l44

Deferred

111

3~tax cr

edit

s

32

Construction in

Forty five

9,16

3.00

9,16

3.00

Tota

l114

64,706,893.82

64,297,427.44

progress

Liabilities

33

Fixed assets

46

Owner's

Tota

l fixed assets

50

104,755,743.14

99,5

11,2

01.6

8equity (or

3A

equity):

Paid

-in

Inta

ngib

le assets

capi

tal (o

r115

103,

608,

550.

00103,608,550.00

and oth

er ass

ets;

shar

e35

capi

tal)

Less:

Inta

ngib

le assets

51

69,152,055.76

68,3

81,4

54.2

8Investmen

116

~b

t re

turn

ed

Net Paid-

Long-term prepaid

52

1,277,647,989.74

1,26

5,93

4,23

9.78

in cap

ital

117

103,

608,

550.

00103,608,550.00

'expenses

~ors

hare

37

capi

tal)

Shee

tl

38

Other lo

ng-t

erm

53

Capi

tal

118

774,

222.

0477

4,22

2.04

assets

rese

rve

Total in

tang

ible

Surp

lus

assets and

oth

er60

1,34

6,80

0,04

5.50

1,334,315,694.06

119

68,767,565.78

68,767,565.78

39 '

assets

rese

rve

Incl

udin

g:Statutory

public

120

welf

are

40'`

fund

'41

Defe

rred

tax

:Undistribu

ted

prof

it12

11,521,558,258.28

1,696,715,139.28

Owner's

equi

ty (o

r

Deferred tax

61ehS reho

ld122

1,69

4,70

8,59

6.10

1,86

9,86

5,47

7.10

equity)

42

Tota

l

L.iab.

ilitie

s

and owner's

Tota

l assets

67

1,75

9,41

5,48

9.92

1,934,162,904.54

eguity_(or

shar

ehol

d135

1,75

9,41

5,48

9.92

1,93

4,16

2,90

4.54

ens' equity

)43

Tata

l

..~ ~.~ ~y

YSCEF DQC. N0. 21 RECEIVED NYSCEF: 06/15/2016

Plaintiff.. Name'Amount of Defendant

Shares Owned

Access America Fund LP 1,126,667

Taylor International Fund, Ltd. 660,156

Jayhawk Private Equity Fund II, L.P. 500,000

Silver Rock II, LTD 425,000

Mid-Ocean Consulting Ltd 331,500

1W Partners, LP 266,334

Magee-Wolfson, LLC 250,000

Feng Bai 200,000

Eos Holdings LLC 200,000

Trillion Growth China LP 100,000

CMT Investments LLC 83,334

Matt Hayden 66,667

Noel Robyn 55,000

Greg Glyman 50,.676

Steve Mazur 50,000

RL Capital Partners L.P. 50,000

Karlson Ka Tson Po 50,000

Simon Yick 50,000

Namtor Growth Fund LP 45,751

David Ofman 33,334

Merry Lee Carnall 33,333

Jennifer Spinney as Executorfor D. Spinney

26,751

Marissa A. Magee 25,733

Jon Gundlach 25,000

Jon Wolfson 20,000

Justin Wolfson 20,000

Leslie Wheeler 20,000

J. Eustace Wolfington 16,667

Mary Margaret Trust 16,667

Plaintiff NameAmount of Defendant..

Shares Owned -

Anthony Polak 33,332

William Rosen 15,000

Warburg Opportunistic Trading

Fund LP15,000

J W G P, LLC 14,400

Jamie Polak 8,333

Ronald Lazar (held by Pershing

LLC, as custodian)8,333

Domaco Venture Capital F~!~d 8,333

Bharat Sahgal 8,333

Robert Kirkland 8,333

Mary Beth Shea 8,333

Charles Shearer 6,667

Richard Shearer 6,667

Luciano Bruno 5,000

Robert Shearer 3,333

JW Asset Management, LLC 2,600

Thomas E. Nolan 7,000

..~ .~~ ... ,y


SCHEDULE 1

''Plaintiff Name

__ _ _ _ _.IndividuaFJudgment Amount Requested Against Defendant.

Based on a Per Share'. Price of $13.04..

Access America Fund LP $14,691,737.68

Taylor International Fund, Ltd. 8,608,434.20

layhawk Private Equity Fund II,~ P $6,520,000:00

Silvc-r Rock II, LTD $5,542,000.00

Mid-Ocean Consulting Ltd$4,322,760.00

JW Partners, LP $3,472,995.36

Magee-Wolfson, LLC $3,260,000.00

Feng Bai $2,608,000.00

Eos Holdings LLC $2,608,000.00

Trillion Growth China LP $1,304,000.00

CMT Investments $1,086,675.36

Matt Hayden $869,337.68

Noel Robyn $717,200.00

Greg Glyman $660,815.04

Steve Mazur $652,000.00

RL Capital Partners L.P. $652,000.00

Karlson Ka Tson Po $652,000.00

Simon Yick $652,000.00

Namtor Growth Fund LP $596,593.04

David Ofman $434,675.36

Anthony Polak $434,649.28

Merry Lee Carnall $434,662.32

Jennifer Spinney as Executor

for D. Spinney$348,833.04

Marisa A. Magee $335,558.32

Error! Unknown document property name.

'"Plaintiff Name

Individual Judgment Amount Requested Against DefendantBased on a Per Share Price of $13.04:'

Jon Gundlach $326,000.00

Jon Wolfson $260,800.00

Justin Wolfson $260,800.00

Leslie Wheeler $260,800.00

J. Eustace Wolfington$217,337.68

Mary Margaret Trust $217,337.68

William Rosen $195,6Q0.00

Warburg Opportunistic

Trading Fund LP$195,600.00

JW GP, LLC $187,776.00

Jamie Polak $108,662.32

Ronald Lazar (held by

Pershing LLC as custodian)$108,662.32

Domaco Venture Capital

Fund$108,662.32

Bharat Sahgal $108,662.32

Robert Kirkland $108,662.32

Mary Beth Shea $108,662.32

Charles Shearer $86,937.68

Richard Shearer $86,937.68

Luciano Bruno $65,200.00

Robert Shearer $43,462.32

JW Asset Management $33,904.00

Thomas E. Nolan $91,280.00

2016 unassociated document page 1 of 141

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