UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549

FORM
10-K

(Amendment
No. 1)

(Mark
One)

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

For
the fiscal year ended December 31, 2015

or

☐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: 000-55576

YANGTZE
RIVER DEVELOPMENT LIMITED

(Exact
name of registrant as specified in its charter)

|Nevada                                                                                   |  | 27-1636887                                   
|---------------------------------------------------------------------------------------- |  | ---------------------------------------------
|State
    or other jurisdiction 
    of incorporation or organization                    |  | (I.R.S.
    Employer 
    Identification No.)
|                                                                                         |  |                                              
|183
        Broadway, Suite 5
        New
        York, NY
        United
        States |  | 10007                                        
|(Address
    of principal executive offices)                                             |  | (Zip
    Code)                               

Registrant’s
telephone number, including area code:646-861-3315

Securities
registered pursuant to Section 12(b) of the Act:

|Title
    of each class: |  | Name
    of each exchange on which registered:
|------------------------ |  | ----------------------------------------------
|None                     |  | None                                          



Securities
registered pursuant to Section 12(g) of the Act:

Common
Stock, par value $0.0001 per share

(Title
of class)

Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐     No
☒

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
☐

Indicate
by check mark whether the registrant (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 that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes ☐     No ☒

Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 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
contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

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.

|Accelerated
    filer     | ☐                                                   | Large
    accelerated filer   | ☐
|------------------------- | --------------------------------------------------- | ----------------------------- | -
|Non-accelerated
    filer | ☐
    (Do not check if a smaller reporting company) | Smaller
    reporting company | ☒

Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ☐     No
☒

State
the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price
at which the common equity was last sold, as of the last business day of the registrant’s most recently completed second
fiscal quarter: $5,343,998.

Number of the issuer’s common
stock outstanding as of February 17, 2016: 172,269,446.



Documents
incorporate by reference: None.


















TABLE
OF CONTENTS



|            |                                             | Page
|----------- | ------------------------------------------- | ----
|            |                                             |     
|Part
    IV
|            |                                            
|Item
    15 | Exhibits,
    Financial Statement Schedules | 4   
|Signatures  | 5                                          





2







EXPLANATORY
NOTE



Yangtze
River Development Limited (the “Company”) filed its Annual Report on Form 10-K for the fiscal year ended December
31, 2015 (the “Original Form 10-K”), with the U.S. Securities and Exchange Commission (the “SEC”) on February
2, 2016. The Company is filing this Amendment No. 1 to the Original Form 10-K (this “Form 10-K/A”) solely for
the purpose of inserting the correct audit report to the financial statements.



Pursuant
to Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), this Form 10-K/A also contains
new certifications pursuant to Sections 302 and 906 of the Sarbanes-Oxley Act of 2002. Accordingly, this Form 10-K/A includes
the currently dated certifications as exhibits.



No
attempt has been made in this Form 10-K/A to modify or update the other disclosures presented in the Original Form 10-K. This
Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update the disclosures in
the Original Form 10-K, except as set forth in this Form 10-K/A, and should be read in conjunction with the Original Form 10-K
and the Company’s other filings with the SEC.





3







PART
IV



|Item
    15. | Exhibits,
    Financial Statement Schedules.
|------------ | --------------------------------------------



(a)
The following documents are filed as part of this report:



|(1) | Financial
    Statements:
|--- | -------------------------



The
audited balance sheet of the Company as of December 31, 2015 and December 31, 2014, the related condensed statements of operations,
changes in stockholders’ deficiency and cash flows for the years then ended, the footnotes thereto, and the report of Dominic
KF Chan & Co., independent auditors, are filed herewith.



|(2) | Financial
    Schedules:
|--- | ------------------------



None



Financial
statement schedules have been omitted because they are either not applicable or the required information is included in the financial
statements or notes hereto.



|(3) | Exhibits:
|--- | ---------



The
exhibits listed in the accompanying index to exhibits are filed or incorporated by reference as part of this Report.



(b)
The following are exhibits to this Report and, if incorporated by reference, we have indicated the document previously filed with
the SEC in which the exhibit was included.

Certain
of the agreements filed as exhibits to this Report contain representations and warranties by the parties to the agreements that
have been made solely for the benefit of the parties to the agreement. These representations and warranties:



| | ● | may
    have been qualified by disclosures that were made to the other parties in connection with the negotiation of the agreements,
    which disclosures are not necessarily reflected in the agreements;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                            
| | ● | may
    apply standards of materiality that differ from those of a reasonable investor; and                                                                                                                
| |   |                                                                                                                                                                                                            
| | ● | were
    made only as of specified dates contained in the agreements and are subject to subsequent developments and changed circumstances.                                                                 



Accordingly,
these representations and warranties may not describe the actual state of affairs as of the date that these representations and
warranties were made or at any other time. Investors should not rely on them as statements of fact.



|Exhibit
    Number |  | Description                                                                                                                                                                                   
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                   |  |                                                                                                                                                                                               
|31.1               |  | Certification
    of Principal Executive Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                
|31.2               |  | Certification
    of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.                                
|32.1+              |  | Certification
    of Principal Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.
|32.2+              |  | Certification
    of Principal Financial Officer, pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley
    Act of 2002.                                



+
In accordance with SEC Release 33-8238, Exhibit 32.1 and 32.2 are being furnished and not filed.



4









SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned, thereunto duly authorized.



| | YANGTZE
    RIVER DEVELOPMENT LIMITED
| | -------------------------------------
| |                                      
| | By:                                  
| |                                      
| |                                      
| |                                      
| | Date:                                
| |                                      
| | By:                                  
| |                                      
| |                                      
| |                                      
| | Date:                                



Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|Name                         |  | Title                                               |  | Date                 
|---------------------------- |  | --------------------------------------------------- |  | ---------------------
|                             |  |                                                     |  |                      
|/s/
    Xiangyao Liu         |  | President,
    Chief Executive Officer and Director |  | February
    17, 2016
|Xiangyao
    Liu             |  | (Principal
    Executive Officer)                   |  |                      
|                             |  | Chief
    Financial Officer                         |  |                      
|                             |  |                                                     |  |                      
|/s/
    Xin Zheng            |  | (Principal
    Financial and Accounting Officer)    |  | February
    17, 2016
|Xin
    Zheng                |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    James Stuart Coleman |  | Director                                            |  | February
    17, 2016
|James
    Stuart Coleman     |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    Zhanhuai Cheng       |  | Director                                            |  | February
    17, 2016
|Zhanhuai
    Cheng           |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    Yanliang Wu          |  | Director                                            |  | February
    17, 2016
|Yanliang
    Wu              |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    Yu Zong              |  | Director                                            |  | February
    17, 2016
|Yu
    Zong                  |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    Harvey Leibowitz     |  | Independent
    Director                            |  | February
    17, 2016
|Harvey
    Leibowitz         |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    Zhixue Liu           |  | Independent
    Director                            |  | February
    17, 2016
|Zhixue
    Liu               |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    Tongming     Wang    |  | Independent
    Director                            |  | February
    17, 2016
|Tongming
    Wang            |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    Romano Tio           |  | Independent
    Director                            |  | February
    17, 2016
|Romano
    Tio               |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    Daniel W. Heffernan  |  | Independent
    Director                            |  | February
    17, 2016
|Daniel
    W. Heffernan      |  |                                                     |  |                      
|                             |  |                                                     |  |                      
|/s/
    Zhihong Su           |  | Independent
    Director                            |  | February
    17, 2016
|Zhihong
    Su               |  |                                                     |  |                      





5







Yangtze River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

CONSOLIDATED
FINANCIAL STATEMENTS

December
31, 2015 AND 2014



TABLE
OF CONTENTS



|                                                                                                            |  | Pages         
|----------------------------------------------------------------------------------------------------------- |  | --------------
|Report
    of Independent Registered Public Accounting Firm                                                 |  | F-2           
|Consolidated
    Balance Sheets as of December 31, 2015 and 2014                                            |  | F-3           
|Consolidated
    Statements of Operations and Comprehensive Loss for years ended December 31, 2015 and 2014 |  | F-4           
|Consolidated
    Statements of Changes in Equity for years ended December 31, 2015 and 2014                 |  | F-5           
|Consolidated
    Statements of Cash Flows for years ended December 31, 2015 and 2014                        |  | F-6           
|Notes
    to the Consolidated Financial Statements                                                          |  | F-7
    – F-21





F-1










REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board
of Directors and Stockholders of

Yangtze
River Development Limited



We
have audited the accompanying consolidated balance sheets of Yangtze River Development Limited (the “Company”) (formerly
known as Kirin International Holding, Inc.) as of December 31, 2015 and 2014, and the related consolidated statements of operations
and comprehensive loss, changes in owners’ equity and cash flows for the years then ended. These consolidated 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 audit.



We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements
are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of their internal
control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit
also includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements,
assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our opinion.



In
our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Yangtze River Development Limited as of December 31, 2015 and 2014, and the results of its operations and its cash flows for
the years then ended in conformity with accounting principles generally accepted in the United States of America.



|/s/ Dominic K.F. Chan & Co.      | 
|-------------------------------- | 
|Dominic
    K.F. Chan & Co.      | 
|Certified
    Public Accountants | 
|Hong
    Kong, February 1, 2016  | 





F-2






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

Consolidated
Balance Sheets



|                                                                                                                                                                                     |  | December 31, |            
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ |  | ------------ | -----------
|                                                                                                                                                                                     |  | 2015         |            
|ASSETS                                                                                                                                                                               |  |              |            
|Cash and cash equivalents                                                                                                                                                            |  | $            | 512,569    
|Other assets and receivables                                                                                                                                                         |  |              | 6,259,865  
|Real estate property completed                                                                                                                                                       |  |              | 31,566,156 
|Real estate properties and land lots under development                                                                                                                               |  |              | 364,876,105
|Property and equipment, net                                                                                                                                                          |  |              | 157,499    
|Deferred tax assets                                                                                                                                                                  |  |              | 3,614,419  
|Total Assets                                                                                                                                                                         |  | $            | 406,986,613
|                                                                                                                                                                                     |  |              |            
|LIABILITIES AND EQUITY                                                                                                                                                               |  |              |            
|Liabilities                                                                                                                                                                          |  |              |            
|Accounts payable                                                                                                                                                                     |  | $            | 5,526,610  
|Due to related parties                                                                                                                                                               |  |              | 32,045,112 
|Other taxes payable                                                                                                                                                                  |  |              | 13,350     
|Other payables and accrued liabilities                                                                                                                                               |  |              | 560,830    
|Real estate property refund and compensation payable                                                                                                                                 |  |              | 25,274,753 
|Convertible note                                                                                                                                                                     |  |              | 75,000,000 
|Loans payable                                                                                                                                                                        |  |              | 44,502,981 
|Total liabilities                                                                                                                                                                    |  | $            | 182,923,636
|                                                                                                                                                                                     |  |              |            
|Equity                                                                                                                                                                               |  |              |            
|Preferred stock at $0.0001 par value; 100,000,000 shares authorized; none issued or outstanding                                                                                      |  | $            | -          
|Common stock at $0.0001 par value; 500,000,000 shares authorized; 172,254,446 and 151,000,000 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively |  |              | 17,225     
|Additional paid-in capital                                                                                                                                                           |  |              | 230,935,849
|Accumulated losses                                                                                                                                                                   |  |              | (4,575,912 
|Accumulated other comprehensive (loss) income                                                                                                                                        |  |              | (2,314,185 
|Total Equity                                                                                                                                                                         |  | $            | 224,062,977
|Total Liabilities and Equity                                                                                                                                                         |  | $            | 406,986,613



See
notes to the consolidated financial statements





F-3








Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

consolidated
Statements of OPERATIONS and Comprehensive LOSS



|                                                        |  | For the Years Ended December 31, |            
|------------------------------------------------------- |  | -------------------------------- | -----------
|                                                        |  | 2015                             |            
|                                                        |  |                                  |            
|Revenue                                                 |  | $                                | -          
|Cost of revenue                                         |  |                                  | -          
|Gross loss                                              |  |                                  | -          
|                                                        |  |                                  |            
|Operating expenses                                      |  |                                  |            
|Selling expenses                                        |  |                                  | 11,577     
|General and administrative expenses                     |  |                                  | 4,547,646  
|Total operating expenses                                |  |                                  | 4,559,223  
|                                                        |  |                                  |            
|Loss from operations                                    |  |                                  | (4,559,223 
|                                                        |  |                                  |            
|Other income (expenses)                                 |  |                                  |            
|Gain on disposal of subsidiaries                        |  |                                  | 11,687,098 
|Other income                                            |  |                                  | 868        
|Other expenses                                          |  |                                  | (3,231     
|Interest income                                         |  |                                  | 55         
|Interest expenses                                       |  |                                  | (3,199,031 
|Total other income (expenses)                           |  |                                  | 8,485,759  
|                                                        |  |                                  |            
|Income (loss) before income taxes                       |  |                                  | 3,926,536  
|Income taxes benefit                                    |  |                                  | 1,378,700  
|Net income (loss)                                       |  | $                                | 5,305,236  
|                                                        |  |                                  |            
|Other comprehensive loss                                |  |                                  |            
|Foreign currency translation adjustments                |  |                                  | (6,649,917 
|Comprehensive loss                                      |  | $                                | (1,344,681 
|                                                        |  |                                  |            
|Earnings (loss) per share - basic and diluted           |  | $                                | 0.03       
|                                                        |  |                                  |            
|Weighted average shares outstanding - basic and diluted |  |                                  | 151,682,554



See
notes to the consolidated financial statements



F-4






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

consolidated
Statements of CHANGES IN Equity



|                                        |  | Common stock     |             |  |        |   |        |                            |  |   |                    |   |  |                                               |           
|--------------------------------------- |  | ---------------- | ----------- |  | ------ | - | ------ | -------------------------- |  | - | ------------------ | - |  | --------------------------------------------- | ----------
|                                        |  | Number of shares |             |  | Amount |   |        | Additional paid-in capital |  |   | Accumulated losses |   |  | Accumulated
other comprehensive (loss) income |           
|                                        |  |                  |             |  |        |   |        |                            |  |   |                    |   |  |                                               |           
|Balance as of January 1, 2014           |  |                  | 151,000,000 |  |        | $ | 15,100 |                            |  | $ | 27,955,331         |   |  | $                                             | (5,624,052
|Net loss                                |  |                  | -           |  |        |   | -      |                            |  |   | -                  |   |  |                                               | (4,257,096
|Foreign currency translation adjustment |  |                  | -           |  |        |   | -      |                            |  |   | -                  |   |  |                                               | -         
|Balance as of December 31, 2014         |  |                  | 151,000,000 |  |        | $ | 15,100 |                            |  | $ | 27,955,331         |   |  | $                                             | (9,881,148
|                                        |  |                  |             |  |        |   |        |                            |  |   |                    |   |  |                                               |           
|Forgiveness of loan from Wuhan Renhe    |  |                  | -           |  |        |   | -      |                            |  |   | 285,413,074        |   |  |                                               | -         
|Effect of share exchange                |  |                  | 20,596,546  |  |        |   | 2,060  |                            |  |   | (86,182,521        | ) |  |                                               | -         
|Restricted shares issued for services   |  |                  | 657,900     |  |        |   | 65     |                            |  |   | 3,749,965          |   |  |                                               | -         
|Net income                              |  |                  | -           |  |        |   | -      |                            |  |   | -                  |   |  |                                               | 5,305,236 
|Foreign currency translation adjustment |  |                  | -           |  |        |   | -      |                            |  |   | -                  |   |  |                                               | -         
|Balance as of December 31, 2015         |  |                  | 172,254,446 |  |        | $ | 17,225 |                            |  | $ | 230,935,849        |   |  | $                                             | (4,575,912



See
notes to the consolidated financial statements





F-5








Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

Consolidated
Statements of Cash Flows



|                                                                                     |  | For the Years Ended December 31, |            
|------------------------------------------------------------------------------------ |  | -------------------------------- | -----------
|                                                                                     |  | 2015                             |            
|Cash Flows from Operating Activities:                                                |  |                                  |            
|Net income (loss)                                                                    |  | $                                | 5,305,236  
|Adjustments to reconcile net income (loss) to net cash used in operating activities: |  |                                  |            
|Depreciation of property, and equipment                                              |  |                                  | 79,064     
|Loss on disposal of property, and equipment                                          |  |                                  | 3,082      
|Deferred tax benefit                                                                 |  |                                  | (1,378,700 
|Gain on disposal of subsidiaries                                                     |  |                                  | (11,687,098
|Share-based compensation expense                                                     |  |                                  | 1,808,867  
|Changes in operating assets and liabilities:                                         |  |                                  |            
|Prepayments                                                                          |  |                                  | -          
|Other assets and receivables                                                         |  |                                  | (1,534,700 
|Real estate property completed                                                       |  |                                  | (312,163   
|Real estate properties and land lots under development                               |  |                                  | (778,977   
|Accounts payable                                                                     |  |                                  | -          
|Other taxes payable                                                                  |  |                                  | (13,914    
|Other payables and accrued liabilities                                               |  |                                  | 2,257,051  
|Real estate property refund and compensation payables                                |  |                                  | 1,517,110  
|Net Cash Used In Operating Activities                                                |  |                                  | (4,735,142 
|                                                                                     |  |                                  |            
|Cash Flows from Investing Activities:                                                |  |                                  |            
|Purchase of property and equipment                                                   |  |                                  | (11,733    
|Proceeds from disposal of property and equipment                                     |  |                                  | 130        
|Effect of share exchange                                                             |  |                                  | 505,782    
|Net Cash Provided By (Used In) Investing Activities                                  |  |                                  | 494,179    
|                                                                                     |  |                                  |            
|Cash Flows from Financing Activities:                                                |  |                                  |            
|Proceeds from financial institution loans                                            |  |                                  | -          
|Repayment of financial institution loans                                             |  |                                  | (176,599   
|Advances from related parties                                                        |  |                                  | 4,874,761  
|Repayment to related parties                                                         |  |                                  | -          
|Net Cash Provided By Financing Activities                                            |  |                                  | 4,698,162  
|                                                                                     |  |                                  |            
|Effect of Exchange Rate Changes on Cash and Cash Equivalents                         |  |                                  | (996       
|                                                                                     |  |                                  |            
|Net Increase (Decrease) In Cash and Cash Equivalents                                 |  |                                  | 456,203    
|Cash and Cash Equivalents at Beginning of Year                                       |  |                                  | 56,366     
|Cash and Cash Equivalents at End of Year                                             |  | $                                | 512,569    
|                                                                                     |  |                                  |            
|Supplemental Cash Flow Information:                                                  |  |                                  |            
|Cash paid for interest expense                                                       |  | $                                | 3,001,771  
|Cash paid for income tax                                                             |  | $                                | -          
|                                                                                     |  |                                  |            
|Supplemental Disclosure of Non-Cash Transactions:                                    |  |                                  |            
|Forgiveness of loans from an owner                                                   |  | $                                | 285,413,074
|Issuance of convertible note                                                         |  | $                                | 150,000,000
|Reduction of convertible note                                                        |  | $                                | 75,000,000 



See
notes to the consolidated financial statements



F-6






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

December
31, 2015 and 2014



1.
ORGANIZATION AND PRINCIPAL ACTIVITIES



The
consolidated financial statements include the financial statements of Yangtze River Development Limited (the “Company”
or “Yangtze River”) and its subsidiaries, Energetic Mind Limited (“Energetic Mind”), Ricofeliz Capital
(HK) Limited (“Ricofeliz Capital”), and Wuhan Yangtze River Newport Logistics Co., Ltd. (“Wuhan Newport”).



The
Company, formerly named as Kirin International Holding, Inc., and Ciglarette, Inc., was incorporated in the State of Nevada on
December 23, 2009. The Company was a development stage company and has not generated significant revenue since inception to March
1, 2011.



On
March 1, 2011, the Company entered into a share exchange agreement that Kirin China Holding Limited (“Kirin China”)
became the Company’s wholly-owned subsidiary. Kirin China engaged in the development and sales of residential and commercial
real estate properties, and development of land lots in People’s Republic of China (“China”, or the “PRC”).



On
December 19, 2015, the Company completed a share exchange (the “Share Exchange”) with Energetic Mind and all the shareholders
of Energetic Mind, whereby Yangtze River acquired 100% of the issued and outstanding capital stock of Energetic Mind, in exchange
for 151,000,000 shares of Yangtze River’s common stock, which constituted approximately 88% of its issued and outstanding
shares on a fully-diluted basis of Yangtze River immediately after the consummation of the Share Exchange, and an 8% convertible
note (the “Note”) in the principal amount of $150,000,000. As a result of the Share Exchange, Energetic Mind became
Yangtze River’s wholly-owned subsidiary and Jasper Lake Holdings Limited (“Jasper”), the former shareholder
of Energetic Mind, became Yangtze River’s controlling stockholder. The Share Exchange transaction with Energetic Mind was
treated as an acquisition, with Energetic Mind as the accounting acquirer and Yangtze River as the acquired party. The financial
statements before the date of the Share Exchange are those of Energetic Mind with the results of the Company being consolidated
from the date of the Share Exchange.



Energetic
Mind owns 100% of Ricofeliz Capital and operates its business through its subsidiary Wuhan Newport.



Wuhan
Newport was a wholly owned subsidiary of Wuhan Renhe Group Co., Ltd. (the “Wuhan Renhe”), a company incorporated in
the PRC as at September 23, 2002. On July 13, 2015, Wuhan Renhe transferred all of the equity interests of the Company to Ricofeliz
Capital, a company incorporated in Hong Kong on March 25, 2015. Ricofeliz Capital was incorporated by Energetic Mind, a company
incorporated in British Virgin Islands (“BVI”). Energetic Mind was incorporated by Mr. Liu Xiangyao on January 2,
2015, and was subsequently purchased by various companies incorporated in BVI or the United States of America (“USA”),
among whom Jasper became its 64% owner. Jasper was 100% owned by Mr. Liu Xiangyao, a Hong Kong citizen.



The
major assets of Wuhan Newport include land lots for developing commercial buildings that are in line with the principal activities
of Kirin China.



On
December 31, 2015, the Company entered into certain stock purchase and business sale agreements (the “Agreements”)
with Kirin Global Enterprises, Inc. (the “Purchaser”), a California corporation and an entity controlled by a former
officer and director of the Company whereby the Company sold its interest in certain subsidiaries (see note 11) for an aggregate
of $75,000,002. (the “Sale”).



Pursuant
to the terms of the Agreements, Jasper agreed to finance the Sale by reducing Company’s financial obligations of the Note
by an aggregate of $75,000,000. In addition, the Purchaser agreed to pay the remaining two dollar in cash.



Upon
completion of the Sale, the Company operates its business solely through its subsidiary Wuhan Newport, primarily engaging in the
business as a port logistic center located in the middle reaches of the Yangtze River in the PRC.



F-7






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

December
31, 2015 and 2014



2.
Summary of Significant Accounting Policies



2.1
Basis of presentation



The
accompanying consolidated financial statements have been prepared in accordance with generally accepted accounting principles
in the United States of America (“GAAP”).



The
consolidated financial statements include the financial statements of all the subsidiaries. All transactions and balances between
the Company and its subsidiaries have been eliminated upon consolidation.



The
consolidated balance sheets are presented unclassified because the time required to complete real estate projects and the Company’s
working capital considerations usually stretch for more than one-year period.



2.2
Use of estimates



The
preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the
consolidated financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates. On an ongoing basis, management reviews these estimates using the currently available information.
Changes in facts and circumstances may cause the Company to revise its estimates. Significant accounting estimates reflected in
the consolidated financial statements include: (i) the allowance for doubtful debts; (ii) accrual of estimated liabilities; and
(iii) contingencies; (iv) deferred tax assets; (v) impairment of long-lived assets; (vi) useful lives of property plant and equipment;
and (vii) real estate property refunds and compensation payables.



2.3
Cash and cash equivalents



Cash
and cash equivalents consist of cash and bank deposits with original maturities of three months or less, which are unrestricted
as to withdrawal and use the Company maintains accounts at banks and has not experienced any losses from such concentrations.



2.4
Property and equipment



The
property and equipment are stated at cost less accumulated depreciation. The depreciation is computed on a straight-line method
over the estimated useful lives of the assets with 5% salvage value. Estimated useful lives of property and equipment are stated
in Note 7.



The
Company eliminates the cost and related accumulated depreciation of assets sold or otherwise retired from the accounts and includes
any gain or loss in the statement of income. The Company charges maintenance, repairs and minor renewals directly to expenses
as incurred; major additions and betterment to equipment are capitalized.



2.5
Impairment of long-lived assets



The
Company applies the provisions of ASC No. 360 Sub topic 10, "Impairment or Disposal of Long-Lived Assets"(ASC 360- 10)
issued by the Financial Accounting Standards Board ("FASB"). ASC 360-10 requires that long-lived assets be reviewed
for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable
through the estimated undiscounted cash flows expected to result from the use and eventual disposition of the assets. Whenever
any such impairment exists, an impairment loss will be recognized for the amount by which the carrying value exceeds the fair
value.



The
Company tests long-lived assets, including property and equipment and finite lived intangible assets, for impairment at least
annually or more frequently upon the occurrence of an event or when circumstances indicate that the net carrying amount is greater
than its fair value. Assets are grouped and evaluated at the lowest level for their identifiable cash flows that are largely independent
of the cash flows of other groups of assets. The Company considers historical performance and future estimated results in its
evaluation of potential impairment and then compares the carrying amount of the asset to the future estimated cash flows expected
to result from the use of the asset. If the carrying amount of the asset exceeds estimated expected undiscounted future cash flows,
the Company measures the amount of impairment by comparing the carrying amount of the asset to its fair value. The estimation
of fair value is generally measured by discounting expected future cash flows as the rate the Company utilizes to evaluate potential
investments. The Company estimates fair value based on the information available in making whatever estimates, judgments and projections
are considered necessary. There were no impairment losses in the years ended December 31, 2015 and 2014.





F-8






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



2.6
Fair values of financial instruments



ASC
Topic 825, Financial Instruments (“Topic 825”) requires disclosure of fair value information of financial instruments,
whether or not recognized in the balance sheets, for which it is practicable to estimate that value. In cases where quoted market
prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques
are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard,
the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be
realized in immediate settlement of the instruments. Topic 825 excludes certain financial instruments and all nonfinancial assets
and liabilities from its disclosure requirements. Accordingly, the aggregate fair value amounts do not represent the underlying
value of the Company.



Level
1    inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in
active markets.



Level
2    inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets,
and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of
the financial instruments.



Level
3    inputs to the valuation methodology are unobservable and significant to the fair value.



As
of December 31, 2015 and 2014, financial instruments of the Company primarily comprise of cash, accrued interest receivables,
other receivables, short-term bank loans, deposits payables and accrued expenses, which were carried at cost on the balance sheets,
and carrying amounts approximated their fair values because of their generally short maturities.



2.7
Convertible notes



In
accordance with ASC subtopic 470-20, the convertible notes are initially carried at the principal amount of the convertible notes.
Debt premium or discounts, which are the differences between the carrying value and the principal amount of convertible notes
at the issuance date, together with related debts issuance cost, are subsequently amortized using effective interest method as
adjustments to interest expense from the debt issuance date to its first redemption date. Convertible notes are classified as
a current liability if they are or will be callable by the Company or puttable by the debt holders within one year from the balance
sheet date, even though liquidation may not be expected within that period.



2.8 Foreign
currency translation and transactions



The
Company’s consolidated financial statements are presented in the U.S. dollar (US$), which is the Company’s reporting
currency. Yangtze River, Energetic Mind, and Ricofeliz Capital uses US$ as its functional currency. Wuhan Newport uses Renminbi
Yuan(“RMB”) as its functional currency. Transactions in foreign currencies are initially recorded at the functional
currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount
are recorded as a gain or loss on foreign currency transaction in the statements of operations.



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



|                                                |  | December 31, |       
|----------------------------------------------- |  | ------------ | ------
|                                                |  | 2015         |       
|Balance sheet items, except for equity accounts |  |              | 6.4917



|                                                                                             |  | For the Years Ended December 31, |       
|-------------------------------------------------------------------------------------------- |  | -------------------------------- | ------
|                                                                                             |  | 2015                             |       
|Items in the statements of operations and comprehensive income, and statements of cash flows |  |                                  | 6.2288



F-9






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



2.9
Revenue recognition



The
Company recognizes revenue from steel trading when persuasive evidence of an arrangement exists, delivery has occurred, the price
is fixed or determinable and collection is reasonably assured.



Real
estate sales are reported in accordance with the provisions of ASC 360-20, Property, Plant and Equipment, Real Estate Sales.



Revenue
from the sales of completed properties and properties where the construction period is twelve months or less is recognized by
the full accrual method when (a) sale is consummated; (b) the buyer’s initial and continuing involvements are adequate to
demonstrate a commitment to pay for the property; (c) the receivable is not subject to future subordination; (d) the Company has
transferred to the buyer the usual risks and rewards of ownership in a transaction that is in substance a sale and does not have
a substantial continuing involvement with the property. A sale is not considered consummated until (a) the parties are bound by
the terms of a contract or agreement, (b) all consideration has been exchanged, (c) any permanent financing for which the seller
is responsible has been arranged, (d) all conditions precedent to closing have been performed. Fair value of buyer’s payments
to be received in future periods pursuant to sales contract is classified under accounts receivable. Sales transactions not meeting
all the conditions of the full accrual method are accounted for using the deposit method of accounting. Under the deposit method,
all costs are capitalized as incurred, and payments received from the buyer are recorded as a deposit liability.



Revenue
and profit from the sale of development properties where the construction period is more than twelve months is recognized by the
percentage-of-completion method on the sale of individual units when the following conditions are met: (a)construction is beyond
a preliminary stage; (b) the buyer is committed to the extent of being unable to require a refund except for non-delivery of the
unit; (c) sufficient units have already been sold to assure that the entire property will not revert to rental property; (d) sales
prices are collectible and (e) aggregate sales proceeds and costs can be reasonably estimated. If any of these criteria are not
met, proceeds are accounted for as deposits until the criteria are met and/or the sale consummated.



The
Company has not generated any revenue from the sales of real estate property for the years ended December 31, 2015 and 2014.



F-10






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



2.10
Real estate capitalization and cost allocation



Real
estate property completed and real estate properties and land lots under development consist of commercial units under construction
and units completed. Properties under development or completed are stated at cost or estimated net realizable value, whichever
is lower. Costs include costs of land use rights, direct development costs, interest on indebtedness, construction overhead and
indirect project costs. The Company acquires land use rights with lease terms of 40 years through government sale transaction.
Land use rights are divided and transferred to customers after the Company delivers properties. The Company capitalizes payments
for obtaining the land use rights, and allocates to specific units within a project based on units’ gross floor area. Costs
of land use rights for the purpose of property development are not amortized. Other costs are allocated to units within a project
based on the ratio of the sales value of units to the estimated total sales value.



2.11
Capitalization of interest



In
accordance with ASC 360, Property, Plant and Equipment, interest incurred during construction is capitalized to properties under
development. For the years ended December 31, 2015 and 2014, nil and nil were capitalized as properties under development, respectively.



2.12
Advertising expenses



Advertising
costs are expensed as incurred, or the first time the advertising takes place, in accordance with ASC 720-35, Advertising Costs.
For the years ended December 31, 2015 and 2014, the Company recorded advertising expenses of $7,724 and $47,187, respectively.



2.13
Share-based compensation



The
Company grants restricted shares to its non-employee consultants. Awards granted to non-employees are measured at fair value at
the earlier of the commitment date or the date the services are completed, and are recognized using graded vesting method over
the period the service is provided.



2.14
Income taxes



Current
income taxes are provided for in accordance with the laws of the relevant taxing authorities. As part of the process of preparing
consolidated financial statements, the Company is required to estimate its income taxes in each of the jurisdictions in which
it operates. The Company accounts for income taxes using the liability method. Under this method, deferred income taxes are recognized
for tax consequences in future years of differences between the tax bases of assets and liabilities and their reported amounts
in the consolidated financial statements at each year-end and tax loss carry forwards. Deferred tax assets and liabilities are
measured using enacted tax rates applicable for the differences that are expected to affect taxable income.



The
Company adopts a more likely than not threshold and a two-step approach for the tax position measurement and financial statement
recognition. Under the two-step approach, the first step is to evaluate the tax position for recognition by determining if the
weight of available evidence indicates that it is more likely than not that the position will be sustained, including resolution
of related appeals or litigation process, if any. The second step is to measure the tax benefit as the largest amount that is
more than 50% likely of being realized upon settlement. As of December 31, 2015 and 2014, the Company did not have any uncertain
tax position.



2.15
Land Appreciation Tax (“LAT”)



In
accordance with the relevant taxation laws in the PRC, the Company is subject to LAT based on progressive rates ranging from 30%
to 60% on the appreciation of land value, which is calculated as the proceeds of sales of properties less deductible expenditures,
including borrowing costs and all property development expenditures. LAT is prepaid at 1% to 2% of the pre-sales proceeds each
year as required by the local tax authorities, and is settled generally after the construction of the real estate project is completed
and majority of the units are sold. The Company provides LAT as expensed when the related revenue is recognized based on estimate
of the full amount of applicable LAT for the real estate projects in accordance with the requirements set forth in the relevant
PRC laws and regulations. LAT would be included in income tax expense in the statements of operations and comprehensive income
(loss).



F-11






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



2.16
Earnings (loss) per share



Basic
earnings (loss) per share is computed using the weighted average number of common shares outstanding during the year. Diluted
earnings per share is computed using the weighted average number of common shares and potential common shares outstanding during
the period for convertible notes under if-convertible method, if dilutive. Potential common shares are not included in the denominator
of the diluted earnings per share calculation when inclusion of such shares would be anti-dilutive, such as in a period in which
a net loss is recorded.



2.17
Comprehensive loss



Comprehensive
loss includes net income (loss) and foreign currency adjustments. Comprehensive loss is reported in the consolidated statements
of operations and comprehensive loss. Accumulated other comprehensive loss, as presented on the consolidated balance sheets are
the cumulative foreign currency translation adjustments.



2.18
Contingencies



In
the normal course of business, the Company is subject to loss contingencies, such as legal proceedings and claims arising out
of its business, that cover a wide range of matters, including, among others, government investigations and tax matters. In accordance
with ASC No. 450 Sub topic 20, “Loss Contingencies”, the Company records accruals for such loss contingencies when
it is probable that a liability has been incurred and the amount of loss can be reasonably estimated.



2.19
Recently issued accounting pronouncements



The
Company does not believe other recently issued but not yet effective accounting standards from ASU 2016-01, if currently adopted,
would have a material effect of the consolidated financial position, results of operation and cash flows.



F-12






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



3.
Risks



(a)
Liquidity risk



The
Company is exposed to liquidity risk which is risk that it is unable to provide sufficient capital resources and liquidity to
meet its commitments and business needs. Liquidity risk is controlled by the application of financial position analysis and monitoring
procedures.



(b) Foreign
currency risk



A
majority of the Company’s operating activities and a significant portion of the Company’s assets and liabilities are
denominated in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either
through the Peoples’ Bank of China (“PBOC”) or other authorized financial institutions at exchange rates quoted
by PBOC. Approval of foreign currency payments by the PBOC or other regulatory institutions requires submitting a payment application
form together with suppliers' invoices and signed contracts. The value of RMB is subject to changes in central government policies
and to international economic and political developments affecting supply and demand in the China Foreign Exchange Trading System
market.



(c)
Concentration risk



For
the year ended December 31, 2014, two customers accounted for all of sales. There were no sales for the year December 31, 2015.



|           |  | Years Ended
December 31, |  
|---------- |  | ------------------------ | -
|           |  | 2015                     |  
|           |  |                          |  
|Customer A |  |                          | -
|Customer B |  |                          | -
|           |  |                          | -



For
the year ended December 31, 2014, products purchased from two suppliers accounted for all of product purchases. There were no
sales for the year December 31, 2015.



|           |  | Years Ended
December 31, |  
|---------- |  | ------------------------ | -
|           |  | 2015                     |  
|           |  |                          |  
|Supplier A |  |                          | -
|Supplier B |  |                          | -
|           |  |                          | -



F-13






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



4.
OTHER assets and receivables



Other
assets and receivables as of December 31, 2015 and 2014 consisted of:



|                                                                              |  | December 31, |          
|----------------------------------------------------------------------------- |  | ------------ | ---------
|                                                                              |  | 2015         |          
|                                                                              |  |              |          
|Deposits                                                                      |  | $            | 847      
|Working capital borrowed by contractors                                       |  |              | -        
|Individual income tax receivable                                              |  |              | -        
|Staff allowance                                                               |  |              | -        
|Prepaid consulting and legal fees                                             |  |              | 1,941,163
|Underwriting commission deposit                                               |  |              | 1,606,000
|Excessive business tax and related urban construction and education surcharge |  |              | 1,726,408
|Excessive land appreciation tax                                               |  |              | 985,447  
|                                                                              |  | $            | 6,259,865



Business
tax and LAT are payable each year at 5% and 1% - 2% respectively of customer deposits received. The Company recognizes sales related
business tax and LAT in the income statement to the extent that they are proportionate to the revenue recognized each period.
Any excessive amounts of business and LAT liabilities recognized at period-end pursuant to tax laws and regulations over the amounts
recognized in the income statement are capitalized in prepayments and will be expensed in subsequent periods.



5.
REAL ESTATE PROPERTY COMPLETED



The
account balance and components of the real estate property completed were as follow:



|                                      |  | December 31, |           
|------------------------------------- |  | ------------ | ----------
|                                      |  | 2015         |           
|Properties completed                  |  |              |           
|Wuhan Centre China Grand Steel Market |  |              |           
|Costs of land use rights              |  | $            | 7,716,994 
|Other development costs               |  |              | 23,849,162
|                                      |  | $            | 31,566,156



6.
REAL ESTATE PROPERTIES AND LAND LOTS UNDER DEVELOPMENT



The
components of real estate properties and land lots under development were as follows:



|                                      |  | December 31, |            
|------------------------------------- |  | ------------ | -----------
|                                      |  | 2015         |            
|Properties under development          |  |              |            
|Wuhan Centre China Grand Steel Market |  |              |            
|Costs of land use rights              |  | $            | 9,306,948  
|Other development costs               |  |              | 38,982,735 
|                                      |  |              |            
|Land lots undeveloped                 |  |              | 316,586,422
|                                      |  | $            | 364,876,105



As
of December 31, 2015, the sole developing project is called Wuhan Centre China Grand Steel Market (Phase 1) Commercial Building
in Wuhan Yangluo Economic Development Zone with approximately 222,496.6 square meters of total construction area. The Company
has obtained certificates representing titles of the land use rights used for the development of the project.



Land
use right with net book value of $181,287,079, including in real estate held for development and land lots undeveloped were pledged
as collateral for the financial institution loan as at December 31, 2015. (See Note 10).



F-14






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



7.
Property and Equipment



The
Company’s property and equipment used to conduct day-to-day business are recorded at cost less accumulated depreciation.
Depreciation expenses are calculated using straight-line method over the estimated useful life with 5% of estimated salvage value
below:



|                                        |  | Useful life |   |  | December 31, |  
|--------------------------------------- |  | ----------- | - |  | ------------ | -
|                                        |  | Years       |   |  | 2015         |  
|                                        |  |             |   |  |              |  
|Fixture, furniture and office equipment |  |             | 5 |  |              | $
|Vehicles                                |  |             | 5 |  |              |  
|Less: accumulated depreciation          |  |             |   |  |              |  
|Property and equipment, net             |  |             |   |  |              | $



Depreciation
expense totaled $76,419 and $80,133 for the years ended December 31, 2015 and 2014, respectively.



8.
OTHER PAYABLES AND ACCRUED LIABILITIES



Other
payables and accrued liabilities as of December 31, 2015 and 2014 consisted of:



|                                                                    |  | December 31, |        
|------------------------------------------------------------------- |  | ------------ | -------
|                                                                    |  | 2015         |        
|                                                                    |  |              |        
|Salaries payable                                                    |  | $            | 182,716
|Business tax and related urban construction and education surcharge |  |              | 12,947 
|Deposits from contractors                                           |  |              | 167,907
|Interests payable in connection with convertible note               |  |              | 197,260
|Others                                                              |  |              | -      
|                                                                    |  | $            | 560,830



9.
REAL ESTATE PROPERTY REFUND AND COMPENSATION PAYABLe



During
the years 2012 and 2011, the Company signed 443 binding agreements of sales of commercial offices of the project with floor area
of 22,790 square meters to unrelated purchasers (the transactions or the real estate sales transactions). The Company received
deposits and considerations from the purchasers as required by the agreements. The construction commenced in the 2010, which was
originally expected to be delivered to customers in late of 2012. No revenue was recognized from the sales of the commercial offices
due to the reason stated below.



Owing
to commercial reasons, the Company decided to terminate the agreements made for the sale of the real estate properties in relation
to the project of Wuhan Centre China Grand Market. According to the agreements of sales, the Company is obliged to compensate
the purchaser at a rate equal to 6% per annum or 0.05% per day on the deposits paid. In the years ended December 31, 2015 and
2014, the Company incurred $1,528,126 and $1,547,428 compensation expenses which were included in general and administrative expenses.



As
at December 31, 2015, 375 out of 443 agreements were cancelled, and no completed office (or real estate certificate) has been
delivered to the purchaser. The Company is still in the progress of negotiating with the purchasers for the cancellation of the
remaining agreements. The directors of the Company are of the opinion that almost all of the purchasers shall accept the cancellation.
If, finally the purchaser insisted on the execution of the agreement, the Company will accept.



Real
estate property refund and compensation payable represent the amount of customer deposits received and the compensation calculated
in accordance with the provisions in the sales agreements. The payable consists of the followings:



|                        |  | December 31, |           
|----------------------- |  | ------------ | ----------
|                        |  | 2015         |           
|                        |  |              |           
|Property sales deposits |  | $            | 20,152,652
|Compensation            |  |              | 5,122,101 
|                        |  | $            | 25,274,753



F-15






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



10.
Loans payable



|                            |  | Weighted-average  |       |  |      |  |                                            | December
    31 | 
|--------------------------- |  | ----------------- | ----- |  | ---- |  | ------------------------------------------ | --------------- | 
|Bank
    name               |  | interest
    rate |       |  | Term |  |                                            | 2015            | 
|China
    Construction Bank |  |                   | 6.33% |  |      |  | From May 30, 2014
    to 
    May 29, 2020 |                 | 



Interest
expenses incurred on loans payable for the years ended December 31, 2015 and 2014 was $3,001,771 and $3,256,660, respectively.



Land
use right with net book value of $181,287,079, including in real estate held for development and land lots under development were
pledged as collateral for the loan as at December 31, 2015.



The
aggregate maturities of loans payable of each of years subsequent to December 31, 2015 are as follows:



|2016 |  | $ | 154,043    | 
|---- |  | - | ---------- | 
|2017 |  |   | 10,783,000 | 
|2018 |  |   | 10,783,000 | 
|2019 |  |   | 12,323,428 | 
|2020 |  |   | 10,459,510 | 
|     |  | $ | 44,502,981 | 



11.
GAIN ON DISPOSAL OF SUBSIDIARIES



On
December 31, 2015, the Company sold all of its interests in i) Brookhollow Lake, LLC, ii) Newport Property Holding, LLC, iii)
wholly-owned subsidiary Kirin China, iv) wholly-owned subsidiary Kirin Hopkins Real Estate Group, v) wholly-owned subsidiary Archway
Development Group LLC, vi) wholly-owned subsidiary Specturm International Enterprise, LLC and vii) wholly-owned subsidiary HHC-6055
Centre Drive LLC (collectively referred to as the “Kirin Subsidiaries”). The sale of Kirin China also effectively
terminated Company’s contractual relationship with Hebei Zhongding Real Estate Development Co. Ltd and Xingtai Zhongding
Jiye Real Estate Development Co., Ltd, both of which are companies formed under the laws of the People’s Republic of China
and were deemed Company’s variable interest entities prior to the Sale.



The
Company sold its interests in Kirin Subsidiaries for an aggregate of $75,000,002 for the Sale. The carrying amount of the net
assets of Kirin Subsidiaries was $63,312,904 as of disposal date and the Company recognized a gain of $11,687,098 on the disposal
accordingly.



12.
CONVERTIBLE NOTE



On
December 19, 2015, the Company issued an 8% convertible note in the principal amount of $150,000,000 to Jasper, a related party,
in the Share Exchange (see note 1). The holder of the Note may convert all or any portion of the then aggregate outstanding principal
amount, together with any accrued and unpaid interest, into shares of Company’s common stock at $10.00 per share.



On
December 31, 2015, pursuant to the terms and conditions of the Agreements, Jasper, financed the Purchaser for the Sale by reducing
Company’s financial obligations under the Note by an aggregate of $75,000,000 (see note 1). As a result of the Sale, the
outstanding balance due to Jasper under the Note was $75,000,000 plus any accrued interest.



There
was no beneficial conversion feature attributable to the Note as the set conversion price of the Note was greater than the fair
value of the common share price at the date of issuance. The Company has accounted for the Note in accordance with ASC 470-20,
as a single instrument as a non-current liability. The Note is initially carried at the gross cash received at the issuance date.



The
interest expense for the convertible note included in the consolidated statements of operations is $197,260 and nil for the years
ended December 31, 2015 and 2014. Note issuance costs are immaterial.



13.
Employee Retirement Benefit



The
Company has made employee benefit contribution in accordance with Chinese relevant regulations, including retirement insurance,
unemployment insurance, medical insurance, work injury insurance and birth insurance. The Company recorded the contribution in
the salary and employee charges when incurred. The contributions made by the Company were $64,005 and $17,507 for the years ended
December 31, 2015 and 2014, respectively.



F-16






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



14.
INCOME TAXES



The
Company was incorporated in the state of Nevada. Under the current law of Nevada, the Company is not subject to state corporate
income tax. No provision for federal corporate income tax has been made in the financial statements as there are no assessable
profits.



Energetic
Mind was incorporated in the British Virgin Islands (“BVI”). Under the current law of the BVI, Energetic Mind is not
subject to tax on income.



Ricofeliz
Capital was incorporated in Hong Kong. No provision for Hong Kong profits tax has been made in the financial statements as there
are no assessable profits.



Wuhan
Newport was incorporated in the PRC, was governed by the income tax law of the PRC and is subject to PRC enterprise income tax
(“EIT”). The EIT rate of PRC is 25%.



Income
tax expenses for the years ended December 31, 2015 and 2014 are summarized as follows:



|                     |  | Years Ended 
December 31, |          
|-------------------- |  | ------------------------- | ---------
|                     |  | 2015                      |          
|                     |  |                           |          
|Current              |  | $                         | -        
|Deferred tax benefit |  |                           | 1,378,700
|                     |  | $                         | 1,378,700



A
reconciliation of the income tax benefit (expenses) determined at the PRC EIT income tax rate to the Company’s effective
income tax benefit is as follows:



|                                     |  | Years Ended 
December 31, |          
|------------------------------------ |  | ------------------------- | ---------
|                                     |  | 2015                      |          
|                                     |  |                           |          
|EIT at the PRC statutory rate of 25% |  | $                         | (981,634 
|Permanent items                      |  |                           | 2,921,774
|Valuation allowance                  |  |                           | (561,440 
|                                     |  | $                         | 1,378,700



The
Company evaluates the level of authority for each uncertain tax position (including the potential application of interest and
penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. For the years
ended December 31, 2015 and 2014, the Company had no unrecognized tax benefits.



The
Company does not anticipate any significant increase to its liability for unrecognized tax benefit within the next 12 months.
The Company will classify interest and penalties related to income tax matters, if any, in income tax expense.



Deferred
income taxes are recognized for tax consequences in future years of differences between the tax bases of assets and liabilities
and their reported amounts in the consolidated financial statements at each year-end and tax loss carry forwards. The tax effects
of temporary differences that give rise to the following approximate deferred tax assets and liabilities as of December 31, 2015
and 2014 are presented below.



|                             |  | December 31, |          
|---------------------------- |  | ------------ | ---------
|                             |  | 2015         |          
|Deferred tax assets          |  |              |          
|Operating loss carry forward |  | $            | 303,237  
|Excess of interest expenses  |  |              | 1,398,582
|Accrued expenses             |  |              | 1,912,600
|                             |  | $            | 3,614,419



The
Company had net operating losses carry forward of $1,212,948 as of December 31, 2015 which will expire on various dates between
December 31, 2018 and 2019.



F-17






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



15.
earnings (loss) per share



|                                                                       |  | Years Ended 
December 31, |            
|---------------------------------------------------------------------- |  | ------------------------- | -----------
|                                                                       |  | 2015                      |            
|Numerator:                                                             |  |                           |            
|Net income (loss) for basic and diluted earnings (loss) per share      |  | $                         | 5,305,236  
|                                                                       |  |                           |            
|Denominator:                                                           |  |                           |            
|Weighted average number of common shares outstanding-basic and diluted |  |                           | 151,682,554
|                                                                       |  |                           |            
|Basic and diluted earnings (loss) per share                            |  | $                         | 0.03       



246,900
common shares resulting from the assumed conversions of 8% Convertible Note (note 12) were excluded from the calculation of diluted
earnings (loss) per share for the years ended December 31, 2015 as their effect is anti-dilutive.



16.
Related Party Transactions



16.1
Nature of relationships with related parties



|Name                                               |  | Relationships
    with the Company                                   
|-------------------------------------------------- |  | ---------------------------------------------------------------------
|Wuhan Renhe Group
    Co., Ltd (“Wuhan Renhe”)     |  | Former shareholder
    (Mr Wang Geng) of Wuhan Newport               
|Wuhan
    Renhe Real Estate Co., Ltd. (“Renhe RE”) |  | Mr
    Wang Geng, the director of the Company, holds 100% of Renhe RE
|Mr Zhao Weibin                                     |  | Officer                                                              
|Mr Liu Xiangyao                                    |  | Director                                                             



16.2
Related party balances and transactions



Amount
due to Wuhan Renhe were $28,822,089 and $322,388,060 as at December 31, 2015 and 2014, respectively. The amount is unsecured,
interest free and does not have a fixed repayment date.



On
June 30, 2015, Wuhan Renhe forgave a total amount of $285,413,074 with the Company. The Company has credited the amount of $285,413,074
to additional paid-in capital in equity.



A
summary of changes in the amount due to Wuhan Renhe is as follows:



|                                |  | December 31, |             
|------------------------------- |  | ------------ | ------------
|                                |  | 2015         |             
|                                |  |              |             
|At beginning of year            |  | $            | 322,388,060 
|Advances from the related party |  |              | 28,463,394  
|Repayment to the related party  |  |              | -           
|Forgiveness of loan             |  |              | (285,413,074
|Exchange difference adjustment  |  |              | (36,616,291 
|At end of year                  |  | $            | 28,822,089  



F-18






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



Amount
due to Renhe RE were $667,776 and nil as at December 31, 2015 and 2014, respectively. The amount is unsecured, interest free and
does not have a fixed repayment date.



A
summary of changes in the amount due to Renhe RE is as follows:



|                                |  | December 31, |        
|------------------------------- |  | ------------ | -------
|                                |  | 2015         |        
|                                |  |              |        
|At beginning of year            |  | $            | -      
|Advances from the related party |  |              | 667,776
|At end of year                  |  | $            | 667,776



Amount
due to Mr Zhao Weibin were $ 126,516 and nil as at December 31, 2015 and 2014, respectively. The amount is unsecured, interest
free and does not have a fixed repayment date.



A
summary of changes in the amount due to Mr Zhao Weibin is as follows:



|                          |  | December 31, |        
|------------------------- |  | ------------ | -------
|                          |  | 2015         |        
|                          |  |              |        
|At beginning of year      |  | $            | -      
|Advances from the officer |  |              | 126,516
|At end of year            |  | $            | 126,516



Amount
due to Mr Liu Xiangyao were $2,428,731 and nil as at December 31, 2015 and 2014, respectively. The amount is unsecured, interest
free and does not have a fixed repayment date.



A
summary of changes in the amount due to Mr Liu Xiangyao is as follows:



|                           |  | December 31, |          
|-------------------------- |  | ------------ | ---------
|                           |  | 2015         |          
|                           |  |              |          
|At beginning of year       |  | $            | -        
|Advances from the director |  |              | 2,428,731
|At end of year             |  | $            | 2,428,731



F-19






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



17.
SHARE-BASED COMPENSATION EXPENSES



On
December 27, 2015, the Company granted 317,345 and 340,555 shares of the Company’s restricted common stock to a number of
consultants, in exchange for its legal and professional services to the Company for the years ended December 31, 2015 and 2016,
respectively. These shares were valued at $5.7 per share, the closing bid price of the Company’s common stock on the date
of grant. Total compensation expense recognized in the general and administrative expenses of the consolidated statement of operations
for the year ended December 31, 2015 was $1,808,867. Total compensation expense of approximately $1,941,163 will be recognized
in 2016. The shares attributable to fiscal 2015 and 2016 were issued on December 30, 2015.



18.
Concentration of Credit Risks



As
of December 31, 2015 and 2014, substantially all of the Company’s cash and cash equivalents were held by major financial
institutions located in China and the US, which management believes are of high credit quality.



The
Company’s operations are carried out in the PRC. Accordingly, the Company’s business, financial condition and results
of operations may be influenced by the political, economic and legal environments in the PRC as well as by the general state of
the PRC’s economy. The business may be influenced by 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.



No
customer accounted for more than 10% of total accounts receivable as of December 31, 2015 and 2014.



19.
Commitments and Contingencies



Operating
lease commitments



For
the years ended December 31, 2015 and 2014, rental expenses under operating leases were $6,000 and nil, respectively.



The
future obligations for operating leases as of December 31, 2015 are as follows:



|2016                           |  | $ | 72,000 | 
|------------------------------ |  | - | ------ | 
|2017                           |  |   | 18,000 | 
|Total minimum payment required |  | $ | 90,000 | 



Legal
proceeding



The
Company is not currently a party to any legal proceeding, investigation or claim which, in the opinion of the management, is likely
to have a material adverse effect on the business, financial condition or results of operations.



The
Company did not identify any contingency as of December 31, 2015.



F-20






Yangtze
River Development Limited

(FORMERLY
Kirin International Holding, Inc.)

NOTES
TO THE FINANCIAL STATEMENTS

DECEMBER
31, 2015 AND 2014



20.
Subsequent Event



The
management evaluated all events subsequent to the balance sheet date through the date the consolidated financial statements were
available to be issued. Except for the followings, there are no significant matters to make material adjustments or disclosure
in the consolidated financial statements.



On
January 13, 2016, the Company filed a Certificate of Amendment to its Articles of Incorporation with the Secretary of the State
of Nevada, changing its name from “Kirin International Holding, Inc.” to “Yangtze River Development Limited”.



Effective
January 22, 2016, upon approval by FINRA, Yangtze River Development Limited, or formerly Kirin International Holding, Inc., changed
its stock symbol from “KIRI” to “YERR”.



On
January 25, the board of directors (the “Board”) of the Company formed and adopted charters for six standing committees:
Audit Committee, Compensation Committee, Nomination Committee, Governance and Human Resources Committee, Board Oversight Committee,
Social Media Committee (collectively the “Committees”). Each Committee consists of only independent directors of the
Company. The Board also adopted charter for the Regulatory, Compliance and Government Affairs Committee, for which the charter
will be implemented once the committee is formed. The Company believes that the adoption of these charters and formation of these
Committees are necessary for the implementation of effective internal control and oversight and a significant step towards remediating
any material weakness the Company currently has. Members of the Committees are as set forth below



| | ● | Audit
    Committee: Harvey Leibowitz (Chair), Zhihong Su, Daniel W. Heffernan, Romano Tio, Tongmin Wang
| | - | --------------------------------------------------------------------------------------------------------



| | ● | Compensation
    Committee: Harvey Leibowitz (Chair), Zhihong Su, Zhixue Liu, Romano Tio, Daniel W. Heffernan
| | - | -------------------------------------------------------------------------------------------------------------



| | ● | Nomination
    Committee: Daniel W. Heffernan (Chair), Harvey Leibowitz, Zhixue Liu, Romano Tio, Zhihong Su
| | - | -----------------------------------------------------------------------------------------------------------



| | ● | Governance
    and Human Resources Committee: Zhihong Su (Chair), Harvey Leibowitz, Romano Tio, Daniel W. Heffernan, Tongmin Wang
| | - | ---------------------------------------------------------------------------------------------------------------------------------



| | ● | Board
    Oversight Committee: Daniel W. Heffernan (Chair), Zhixue Liu, Harvey Leibowitz, Romano Tio, Zhihong Su
| | - | ----------------------------------------------------------------------------------------------------------------



| | ● | Social
    Media Committee: Romano Tio (Chair), Harvey Leibowitz, Zhihong Su, Daniel W. Heffernan, Tongmin Wang
| | - | ---------------------------------------------------------------------------------------------------------------



The
Company believes that all members of each of the audit and compensation committees are independent and that Mr. Harvey Leibowitz
qualifies as an “audit committee financial expert,” as that term is defined in applicable regulations of the SEC.



The
Audit Committee is responsible for making such examinations as are necessary to monitor the corporate financial reporting and
external audits of the Company and its subsidiaries; to provide to the Board the results of its examinations and recommendations
derived there from; to outline to the Board improvements made, or to be made, in internal accounting controls; to nominate independent
auditor; and to provide to the Board such additional information and materials as it may deem necessary to make the Board aware
of significant financial matters requiring Board attention.



The
Company believes that the adoption of these charters and formation of these Committees, specifically that of the Audit Committee,
are necessary for the implementation of effective internal control.





F-22