Exhibit 10.16 


 


MEMBERSHIP INTEREST PURCHASE AGREEMENT


 


This membership interest
purchase agreement (the “Agreement”), is made and entered into as of October 23, 2016, by and among the HUANG
JIA Country CLUB and Recreation Inc., a company incorporated in Republic of Seychelles (the “Parent”), Ta-Teh-Fu
Co., Ltd., a limited liability company incorporated in Taiwan (the “Company”), and Shu-Hui Chou, a resident
of Taiwan and the sole member of the Company (the “Member”). The Member and the primary shareholder of the Parent
are wife and husband. The Parent, Member and Company are sometimes hereinafter collectively referred to as the “Parties”
and each individually as a “Party.”


 


RECITALS


 


WHEREAS, the Member
owned membership interest (the “Membership Interest”) in the Company, which constituted all of the Membership
Interest of the Company, in consideration of her investment of 10,000,000 New Taiwan Dollars (“NTD”) in the
Company;


 


WHEREAS, with the permission
from the Taiwan Investment Commission, the Parent bought all of the Member’s Membership Interest in the Company in exchange
for payments of $330,447.11 U.S. dollars (the “Purchase Funds”) to the Member (the “Transaction”),
which the Parent made to the Member on August 12, 16 and 17, 2016;


 


WHEREAS, the Parties
have determined that it is desirable and in the best interests of the Parties to document and formalize the Transaction.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the foregoing and the mutual promises, representations, warranties, covenants and agreements herein contained,
the Parties hereto, intending to be legally bound, hereby formalize the Transaction as follows:


 


ARTICLE 1

PURCHASE OF MEMBERSHIP INTEREST


 


1.1.          Purchase
of Membership Interest. At the Closing, the Member sold, transferred, conveyed, assigned and delivered to the Parent all of
her Membership Interest free and clear of all Liens in exchange for payments of an aggregate amount of three hundred and thirty
thousand four hundred and forty-seven point eleven ($330,447.11) U.S. dollars.


 


1.2.          Closing.
The closing (the “Closing”) of the Transaction contemplated by this Agreement took place at the offices of the
Company in Tai Pei, Taiwan on August 12, 2016 (the “Closing Date”).


 


1.3.          Payments.
The Parent made three payments that equal the aggregate amount of the Purchase Funds to the Member respectively on August 12,
16 and 17, 2016.


 


1.4.         Change
of the Company’s Registration Record. After the Closing and within
a period of reasonable and practicable time, the Member shall cause the Company to amend its registration record to reflect that
the Parent currently owns all of the Membership Interest in the Company as of August 2016.


 




     


     


    

  


ARTICLE 2

REPRESENTATIONS OF THE MEMBER


 


The Member represents
and warrants to the Parent, as follows:


 


2.1           Power
and Authority. All acts required to be taken by the Member to enter into this Agreement and to carry out the Transaction have
been properly taken. The obligations of the Member under this Agreement constitute legal, valid and binding obligations of the
Member, enforceable against such Member in accordance with the terms hereof.


 


2.2           No
Conflicts. The execution and delivery of this Agreement by the Member (i) will not require the consent of any Governmental
Entity under any Laws; (ii) will not violate any Law, regulations or ordinances applicable to such Member; and (iii) will not violate
or breach any contractual obligations of such Member based on any Contract to which the Member is a party and which prohibits the
Transaction contemplated hereby.


 


2.3           No
Finder’s Fee. Neither the Member nor its agent or representative has engaged any broker or finder or incurred any liability
for any brokerage fees, commissions or finders’ fees in connection with the Transactions contemplated herein.


 


ARTICLE 3 

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


The Company represents
and warrants to the Parent, except as set forth in the disclosure schedule delivered by the Company to the Parent (the “Company
Disclosure Schedule”), that:


 


3.1.          Organization,
Standing and Corporate Power. The Company is duly organized, validly existing and in good standing under the Laws of Republic
of China and has the requisite corporate power and authority and all government licenses, authorizations, permits, consents and
approvals required to own, lease and operate its properties and carry on its business as now being conducted.


 


3.2.        Capital
Structure and Registration Record of the Company. The Member invested
10,000,000 NTD in the Company to capitalize the Company in exchange for all issued and outstanding Membership Interest in the Company.
Within a reasonable and practicable period of time of the Closing, the Company shall update its registration record to reflect
the Parent as the holder and owner of all the Membership Interest of the Company pursuant to this Agreement.


 


3.3.        Governmental
Authorization.  No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice
to, any Governmental Entity, is required in connection with the execution and delivery of this Agreement or the consummation of
the Transactions contemplated hereby.


 


3.4.        Absence
of Certain Changes or Events. As of the Company’s Balance Sheet Date, the Company has conducted its business only in
the ordinary course consistent with past practice, and there is not and has not been any:


 


(i)          Material
Adverse Effect with respect to the Company;


 




    	 	2	 



     


    

  


(ii)         condition,
event or occurrence which could reasonably be expected to prevent, hinder or Materially delay the ability of the Company to consummate
the Transactions;


 


(iii)        incurrence,
assumption or guarantee by the Company of any indebtedness for borrowed money other than those disclosed in subsection 3.7 or in
the ordinary course and in amounts and on terms consistent with past practices;


 


(iv)        creation
or other incurrence by the Company of any Lien on any Asset other than those disclosed in subsection 3.7 or in the ordinary course
consistent with past practices;


 


(v)         labor
dispute, other than routine, individual grievances, or, to the Knowledge of the Company, any activity or proceeding by a labor
union or representative thereof to organize any employees of the Company to conduct any lockouts, strikes, slowdowns, work stoppages
or threats by or with respect to such employees;


 


(vi)        payment,
prepayment or discharge of liability other than in the ordinary course of business or any failure to pay any liability when due;


 


(vii)       Material
write-offs or write-downs of any Assets of the Company;


 


(viii)      transactions
or commitments made, or any Contract or agreement entered into, by the Company relating to its Assets or business (including the
acquisition or disposition of any Assets) or any relinquishment by the Company or any Contract or other right, in either case,
Material to the Company, other than transactions and commitments in the ordinary course consistent with past practices and those
contemplated in this Agreement;


 


(ix)         damages,
destruction or losses having, or reasonably expected to have, a Material Adverse Effect on the Company; or


 


(x)          other
conditions, events or occurrence which individually or collectively could reasonably be expected to have a Material Adverse Effect
to the Company.


 


3.5.          Certain
Fees No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other person with respect to the Transaction.


 




    	 	3	 



     


    

  


3.6.          Tax
Returns and Tax Payments. The Company has timely filed with the appropriate
taxing authorities all Tax Returns required to be filed by it (taking into account all applicable extensions). All such Tax Returns
are true, correct and complete in all respects. All Taxes due and owing by the Company have been paid (whether or not shown on
any Tax Return and whether or not any Tax Return was required). No claim has ever been made in writing or otherwise addressed to
the Company by a taxing authority in a jurisdiction where the Company does not file Tax Returns that it is or may be subject to
taxation by that jurisdiction. The unpaid Taxes of the Company have not, as of the Company’s Balance Sheet Date, exceeded
the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book
and Tax income) set forth on the face of the financial statements (rather than in any notes thereto). As of the Closing Date, the
unpaid Taxes of the Company will not exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established
to reflect timing differences between book and Tax income) set forth on the books and records of the Company.


 


No Material claim
for unpaid Taxes has been made or become a Lien against the property of the Company or is being asserted against the Company, no
audit of any Tax Return of the Company is being conducted by a tax authority, and no extension of the statute of limitations on
the assessment of any Taxes has been granted by the Company and is currently in effect.


 


As used herein, “Taxes”
shall mean all taxes of any kind, including, without limitation, those on or measured by or referred to as income, gross receipts,
sales, use, ad valorem, franchise, profits, license, withholding, payroll, employment, excise, severance, stamp, occupation, premium,
value added, property or windfall profits taxes, customs, duties or similar fees, assessments or charges of any kind whatsoever,
together with any interest and any penalties, additions to tax or additional amounts imposed by any governmental authority, domestic
or foreign. As used herein, “Tax Return” shall mean any return, report or statement required to be filed with
any governmental authority with respect to Taxes.


 


3.7.          Material
Agreements. Schedule 3.7 lists the following Contracts and other
agreements (“Material Agreements”) to which the Company is a party: (i) any agreement (or group of related agreements)
for the ownership or lease of real property; (ii) any agreement forming a partnership, strategic alliances, profit sharing or joint
venture; (iii) any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any
indebtedness for borrowed money in excess of $25,000, or under which a security interest has been imposed on any of its Assets,
tangible or intangible; (iv) any agreements relating to the acquisition (by merger, purchase of units or assets or otherwise) by
the Company of any operating business or Material Assets or the capital stock of any other person; (v) any agreements for the sale
of any of the Material Assets of the Company, other than in the ordinary course of business; (vi) any outstanding agreements of
guaranty, surety or indemnification, direct or indirect, by the Company; and (vii) any other agreement under which the consequences
of a default or termination could reasonably be expected to have a Material Adverse Effect on the Company.


 


The Company has made
available to the Parent either an original or a correct and complete copy of each written Material Agreement. Except as set forth
on Schedule 3.7, with respect to each Material Agreement to which the Company is a party thereto: (i) the agreement is the
legal, valid, binding, enforceable obligation of the Company, as the case may be, and is in full force and effect in all Material
respects, subject to bankruptcy and equitable remedies exceptions; (ii) (A) the Company is not in Material breach or default thereof
and (B) no event has occurred which, with notice or lapse of time, would constitute a Material breach or default of, or permit
termination, modification, or acceleration under, the Material Agreement; and (iii) the Company has not repudiated any Material
provision of any of the Material Agreements.


 




    	 	4	 



     


    

  


3.8.          Properties.
The Company has valid land use rights for all real property that is Material to its business and good, clear and marketable
title to all the tangible properties and tangible Assets reflected in the latest combined financial statements (the “Combined
Financial Statements”) of the Company and Yao-Teh International Recreation Co., Ltd. (“Yao-Teh”) as
being owned by Company or acquired after the date thereof which are, individually or in the aggregate, Material to their business
(except properties sold or otherwise disposed of since the date thereof in the ordinary course of business). Any real property
and facilities held under lease by the Company are held by them under valid, subsisting and enforceable leases of which the Company
is in compliance, are not reasonably be expected to result in a Material Adverse Effect on the Company. A list of Material Assets
is set forth in Exhibit A attached hereto.


 


3.9.          Managing
Member Recommendation. The managing member of the Company has determined that the terms of the Transaction are fair to and in
the best interests of the Member of the Company.


 


3.10.         Undisclosed
Liabilities. The Company has no liabilities or monetary obligations of any nature (whether fixed or unfixed, secured or unsecured,
known or unknown and whether absolute, accrued, contingent, or otherwise) except for such liabilities or obligations reflected
or reserved against in the Company’s Financial Statements.


 


3.11         Good
Title. The Member was the record and beneficial owner of all of the Company’s Membership Interest, with the right and
authority to sell and deliver such Membership Interest to the Parent as provided herein. Upon registering the Parent as the new
owner of such Membership Interest in the registration record of the Company, the Parent has received good title to such Membership
Interest, free and clear of all Liens.


 


3.12         No
Conflicts. The execution and delivery of this Agreement by the Company (i) will not require the consent of any Governmental
Entity under any Laws; (ii) will not violate any Law, regulations or ordinances applicable to the Company; and (iii) will not violate
or breach any contractual obligations of the Company based on any Contract to which the Company is a party and which prohibits
the Transaction contemplated hereby.


 


ARTICLE 4


REPRESENTATIONS AND WARRANTIES OF THE
PARENT


 


The Parent hereby represents, warrants,
covenants and agrees as follows:


 





4.1.          Organization,
Standing and Corporate Power. The Parent is a corporation duly organized, validly existing and in good standing
under the laws of Republic of Seychelles. The Parent is not in violation of any provisions of its certificate of incorporation
or its bylaws. No consent, approval or agreement of any individual or entity is required to be obtained by the Parent in connection
with the execution and performance by the Parent of this Agreement or the execution and performance by the Parent of any agreements,
instruments or other obligations entered into in connection with this Agreement. 







 




    	 	5	 



     


    

  


The Parent has full power and authority to carry out the transactions
provided for in this Agreement, and this Agreement constitutes the legal, valid and binding obligations of the Parent, enforceable
in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency and other laws of general application
affecting the enforcement of creditor’s rights and except that any remedies in the nature of equitable relief are in the
discretion of the court. The execution and delivery of this Agreement by the Parent and the consummation of the Transactions contemplated
by this Agreement will not result in any Material violation of the Parent’s certificate of incorporation, by-laws or any
applicable Law.


 


4.2.          Compliance. The
Parent has complied with, is not in violation of, and has not received any notices of violation of any federal, state, local
or foreign Law, judgment, decree, injunction or order, applicable to it, with respect to the conduct of its business or the
ownership or operation of its business.


 


4.3.          Tax
Liabilities. The Parent has properly filed all Tax Returns required to
be filed and has paid all Taxes shown thereon to be due. To the Parent’s Knowledge, all Tax Returns previously filed are
true and correct in all Material respects. No claim has ever been made in writing or otherwise addressed to the Parent by a taxing
authority in a jurisdiction where the Parent does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.


 


4.4.          Undisclosed
Liabilities. The Parent has no liabilities or monetary obligations of any
nature (whether fixed or unfixed, secured or unsecured, known or unknown and whether absolute, accrued, contingent, or otherwise)
except for such liabilities or obligations reflected or reserved against in the Parent’s Financial Statements.


 


4.5.          Certain
Fees. No brokerage or finder’s fees or commissions are or will be payable by Parent to any broker, financial advisor
or consultant, finder, placement agent, investment banker, bank or other person with respect to the Transaction.


 


4.6.          Board
Determination. The board of directors of the Parent has unanimously determined
as of the Closing Date that the terms of the Transaction are fair to and in the best interests of the Parent and its stockholders.


 


ARTICLE 5

TERMINATION


 


5.1.          Termination. This
Agreement may be terminated at any time and any Party may rescind the Transaction:


 


(i)          if
any of the other Parties has breached any representation or warranty set forth in this Agreement and such breach has resulted or
can reasonably be expected to result in a Material Adverse Effect on any of the other Parties; or


 


(ii)         if
a permanent injunction or other Order by any court which would make illegal or otherwise restrain or prohibit the consummation
of the Transaction shall have been issued and shall have become final and nonappealable.


 


5.2.          Notice
of Termination. Any termination of this Agreement under Section 5.1
will be effective immediately upon by the delivery of written notice of the terminating Party to the other Parties hereto specifying
with reasonable particularity the reason for such termination.


 




    	 	6	 



     


    




 


ARTICLE 6


MISCELLANEOUS 


 


6.1.          Entire
Agreement. This Agreement constitutes the entire agreement among the Parties relating to the subject matter hereof,
superseding any and all prior or contemporaneous oral and prior written agreements, understandings and letters of intent. This
Agreement may not be modified or amended nor may any right be waived except by a writing which expressly refers to this Agreement,
states that it is a modification, amendment or waiver and is signed by all Parties with respect to a modification or amendment
or the Party granting the waiver with respect to a waiver. Neither course of conduct or dealing nor trade custom or usage shall
modify any provisions of this Agreement.


 


6.2.          Severability.
If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public
policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect so long as the
economic or legal substance of the Transactions contemplated hereby is not affected in any manner adverse to any Party. Upon such
determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties hereto shall negotiate
in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible, in a mutually
acceptable manner, to the end that Transactions are fulfilled to the extent possible.


 


6.3.          Governing
Law. This Agreement shall be governed by and construed in accordance
with the laws of the Republic of China applicable to Contracts made and to be performed entirely within such a jurisdiction.


 


6.4.          Parties
in Interest. This Agreement shall be binding upon and inure to the benefit
of the Parties hereto.


 


6.5.          Counterparts. This
Agreement may be executed simultaneously in two or more counterparts, any one of which need not contain the signatures of
more than one Party, but all such counterparts taken together will constitute one and the same Agreement. This Agreement, to
the extent delivered by means of a facsimile machine or electronic mail (any such delivery, an “Electronic
Delivery”), shall be treated in all manner and respects as an original agreement or instrument and shall be
considered to have the same binding legal effect as if it were the original signed version thereof delivered in person. At
the request of any Party hereto, each other Party hereto shall re-execute original forms hereof and deliver them in person to
all other Parties.


 


6.6.          Independent
Nature of Each Party’s Warranties and Representations. The various
representations and warranties set forth in this Agreement or in any other writing delivered in connection therewith shall survive
the Closing.


 




    	 	7	 



     


    

  


ARTICLE 7


DEFINITIONS 


The following terms,
as used in the Agreement, have the following meanings:


 


“Agreement”
shall have the meaning set forth in the Preamble.


 


“Assets”
shall mean all of the assets, properties, businesses and rights of such Person of every kind, nature, character and description,
whether real, personal or mixed, tangible or intangible, accrued or contingent, or otherwise relating to or utilized in such Person’s
business, directly or indirectly, in whole or in part, whether or not carried on the books and records of such Person, and whether
or not owned in the name of such Person or any Affiliate of such Person and wherever located.


 


“Closing”
shall have the meaning set forth in Section 1.2 of the Agreement.


 


“Closing Date”
shall have the meaning set forth in Section 1.2 of the Agreement.


 


“Company”
shall have the meaning set forth in the Preamble.


 


“Company Disclosure
Schedule” shall have the meaning set forth in the opening paragraph of Article 3 of the Agreement.


 


“Company’s
Balance Sheet Date” shall have the meaning set forth in Section 3.4 of the Agreement.


 


“Company’s
Financial Statements” shall have the meaning set forth in Section 3.10 of the Agreement.


 


“Contract”
means any written or oral agreement, arrangement, commitment, contract, indenture, instrument, lease, obligation, plan, restriction,
understanding or undertaking of any kind or character, or other document to which any Person is a party or by which such Person
is bound


 


“Electronic
Delivery” shall have the meaning set forth in Section 6.5 of the Agreement.


 


“Governmental
Entity” shall mean any government or any agency, bureau, board, directorate, commission, court, department, official,
political subdivision, tribunal, or other instrumentality of any government, whether federal, local, domestic or foreign.


 


“Knowledge”
means the actual knowledge of the officers of a party, and knowledge that a reasonable person in such capacity should have after
due inquiry.


 


“Law”
means any code, law, ordinance, regulation, reporting or licensing requirement, rule, or statute applicable to a Person or its
Assets, liabilities or business, including those promulgated, interpreted or enforced by any Governmental Entity.


 


“Lien”
means, with respect to any asset, any mortgage, lien, pledge, charge, security interests or encumbrance of any kind in respect
to such asset, other than any encumbrances created by the Parent.


 


“Material”
and “Materially” for purposes of this Agreement shall be determined in light of the facts and circumstances
of the matter in question; provided that any specific monetary amount stated in this Agreement shall determine Materiality in that
instance.


 


“Material
Agreements” shall have the meaning set forth in Section 3.7 of the Agreement.


 




    	 	8	 



     


    

  


“Material
Adverse Effect” means, with respect to any Person or Party, a material adverse effect on the condition (financial or
otherwise), business, Assets, liabilities or the reported or reasonably anticipated future results or prospects of such Person
taken as a whole; provided, however, that any adverse change, event, development or effect arising from or relating to any of the
following shall not be taken into account in determining whether there has been a Material Adverse Effect: (a) general business
or economic conditions, (b) national or international political or social conditions, including the engagement by or Taiwan in
hostilities, whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist
attack upon Taiwan, or any of its territories, possessions, or diplomatic or consular offices or upon any military installation,
equipment or personnel of Taiwan, (c) financial, banking, or securities markets (including any disruption thereof and any decline
in the price of any security or any market index), (d) changes in generally accepted accounting principles, (e) changes in laws,
rules, regulations, orders, or other binding directives issued by any Governmental Entity or (f) the taking of any action required
by this Agreement and the other agreements contemplated hereby.


 


“Member”
shall have the meaning set forth in the Preamble.


 


“Membership
Interest” shall have the meaning set forth in the Recitals.


 


“NTD”
shall have the meaning set forth in the Recitals of the Agreement.


 


“Order”
means any administrative decision or award, decree, injunction, judgment, order, quasi-judicial decision or award, ruling, or writ
of any Governmental Entity.


 


“Parent”
shall have the meaning set forth in the Preamble.


 


“Party”
or “Parties” shall have the meaning set forth in the Preamble.


 


“Person”
means an individual, a corporation, a partnership, an association, a trust, a limited liability company or any other entity or
organization, including a government or political subdivision or any agency or instrumentality thereof.


 


“Purchase
Funds” shall have the meaning set forth in the Recitals.


 


“Tax”
or “Taxes” shall have the meaning set forth in Section 3.6 of the Agreement.


 


“Tax Return(s)”
shall have the meaning set forth in Section 3.6 of the Agreement.


 


“Transaction”
shall have the meaning as set forth in the Recitals.


 


[Remainder of this page intentionally left
blank.]


 




    	 	9	 



     


    

 


IN WITNESS WHEREOF, each of the Parties
has caused this Agreement to be executed as of the date first written above by their respective officers thereunto duly authorized.
       


 


	 	PARENT: The HUANG JIA Country CLUB and 
	Recreation Inc.	 
	 	By:	/s/ Fun-Ming Lo
	 	Name:  	FUN-MING LO
	 	Title:     	Chairman
	 	 
	 	COMPANY:	Ta-Teh-Fu Co., Ltd.
	 	 
	 	By:	/s/ Shu-Hui Chou
	 	Name:   	SHU-HUI CHOU
	`	Title:     	Director
	 	 
	 	MEMBERE:
	 	 
	 	Shu-Hui Chou
	 	 
	 	By:	/s/ Shu-Hui Chou
	 	Name:   	SHU-HUI CHOU
	 	Title:    	Member




 






    	 	10	 



     


    

  


Exhibit A


 


		i.	Land owned by the Company of certain subsections of certain
lots listed in the chart below.



 


	Number of the Lot	 	Registration Date	 	Number of the Deed
	0904-0001	 	2006.2.21	 	097 Miao Di Zi 012330
	0905-0002	 	2006.2.21	 	097 Miao Di Zi 012333
	0906-0000	 	2006.2.21	 	097 Miao Di Zi 012336
	0907-0000	 	2006.2.21	 	097 Miao Di Zi 012339
	0908-0000	 	2006.2.21	 	097 Miao Di Zi 012342
	0909-0000	 	2006.2.21	 	097 Miao Di Zi 012345
	0910-0000	 	2006.2.21	 	097 Miao Di Zi 012348
	1008-0000	 	2006.2.21	 	097 Miao Di Zi 012351
	1008-0001	 	2006.2.21	 	097 Miao Di Zi 012354
	1008-0002	 	2006.2.21	 	097 Miao Di Zi 012357
	1008-0003	 	2006.2.21	 	097 Miao Di Zi 012360
	1008-0004	 	2006.2.21	 	097 Miao Di Zi 012363
	1009-0000	 	2006.2.21	 	097 Miao Di Zi 012366
	1009-0001	 	2006.2.21	 	097 Miao Di Zi 012369
	1009-0002	 	2006.2.21	 	097 Miao Di Zi 012372
	1010-0000	 	2006.2.21	 	097 Miao Di Zi 012375
	1010-0001	 	2006.2.21	 	097 Miao Di Zi 012378
	1010-0002	 	2006.2.21	 	097 Miao Di Zi 012381
	1042-0000	 	2006.2.21	 	097 Miao Di Zi 012384
	1043-0000	 	2006.2.21	 	097 Miao Di Zi 012387
	1044-0000	 	2006.2.21	 	097 Miao Di Zi 012390
	1044-0001	 	2006.2.21	 	097 Miao Di Zi 012393
	1044-0002	 	2006.2.21	 	097 Miao Di Zi 012396
	1045-0000	 	2006.2.21	 	097 Miao Di Zi 012399
	1045-0001	 	2006.2.21	 	097 Miao Di Zi 012402
	1057-0001	 	2006.2.21	 	097 Miao Di Zi 012405


 


		ii.	List of machines and equipment that are owned by the Company
and in good condition and active use.



 


	Assets	 	Number	 	
        Book Value

        (in NTD)

	5-seat golf carts	 	4	 	1,142,857
	Electric tractor	 	1	 	560,000
	Heavy duty boring machine	 	1	 	490,000
	5-seat electric golf carts	 	12	 	3,714,286
	Automatic lawn mower	 	5	 	1,438,095
	Sand land tractor	 	1	 	600,000
	5-seat electric golf carts	 	20	 	5,904,762
	Lawn mower	 	1	 	828,571
	5-seat electric golf carts	 	8	 	2,438,095
	2-seat electric golf carts	 	10	 	2,476,190
	Drivable pressing tractor	 	1	 	520,000
	Drivable lawn mower	 	1	 	2,400,000
	Drivable sprinkler	 	1	 	1,620,000


 




    	 	11	 



     


    

  


Schedule 3.7 Company Disclosure Schedule


Material Agreements


*unless otherwise indicated, the Company is a party to the following
agreements.


 


		i.	Land Purchase Agreement entered by and among Li An Hospital,
Mr. Xi-He Wang and the Company dated May 31, 2008



		ii.	Loan Agreement between the Company and Taiwan Cooperative
Bank secured by the Company’s land and guaranteed by Shu-Hui Chou dated December 31, 2015, together with the security agreement



		iii.	Line of credit loan agreement between the Company and Taiwan
Cooperative Bank secured by the Company’s land and guaranteed by Shu-Hui Chou and Shu-Hui Chou’s brother dated December
23, 2011, along with the security agreement



		iv.	Lease Agreement between the Company and Yao-Teh dated June
25, 2011



 




    	 	12