Exhibit 10.15


 


SHARE PURCHASE AGREEMENT


 


This Share 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”), Yao-Teh International
Recreation Co., Ltd., a Taiwanese company (the “Company”), and several shareholders of the Company who are Fun-Ming
Lo, Shu-Sui Tu and Shu-Hui Chou, residents of Taiwan (each, a “Shareholder” and collectively, the “Shareholders”).
The Parent, Shareholders and Company are sometimes hereinafter collectively referred to as the “Parties” and
each individually as a “Party.”


 


RECITALS


 


WHEREAS, the Company
has 17,000 ordinary shares of common stock of the Company, par value 1,000 New Taiwan Dollars (“NTD”) issued
and outstanding (the “Company Shares”), all of which were held by the Shareholders in amounts as listed in Exhibit
A;


 


WHEREAS, the Parent
purchased and each of the Shareholders sold to the Parent their Company Shares in exchange for payments respectively in amounts
as listed in Exhibit A (the “Transactions”);


 


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


 


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 agree and document and formalize the Transactions as follows:


 


ARTICLE 1

PURCHASE OF COMPANY SHARES


 


1.1.          Share
Purchase. At the Closing, Fun-Ming Lo, Shu-Rui Du and Shu-Hui Chou sold, transferred, conveyed, assigned and delivered to the
Parent all of their Company Shares free and clear of all Liens as listed in Exhibit A in exchange for the payments in amounts
of five thousand three hundred and forty-five dollars ($5,345), twenty-five dollars ($25) and eighty-five dollars ($85) to each
of them respectively, all of which the Parent made on August 23, 2016.


 


1.2.          Closing.
The closing (the “Closing”) of the Transactions contemplated by this Agreement took place at the offices of
the Company in Tai Pei, Tai Wan on August 23, 2016 (the “Closing Date”).


 


1.3.          Change
of the Company’s Registration Record. After the Closing and within a period of reasonable and practicable time, the Shareholders
shall cause the Company to amend its registration record to reflect that the Parent currently owns 99.6% of the issued and outstanding
Company Shares.


 




    	 	 	 



    	 	 	 



    

 


ARTICLE 2

REPRESENTATIONS OF THE SHAREHOLDERS


 


Each Shareholder, severally
and not jointly and only as to itself, represents and warrants to the Parent, as follows:


 


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


 


2.2.          No
Conflicts. The execution and delivery of this Agreement by each of the Shareholders (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 Shareholder; and
(iii) will not violate or breach any contractual obligations of such Shareholder based on any Contract to which the Shareholder
is a party and which prohibits the Transactions contemplated hereby.


 


2.3.          No
Finder’s Fee. Neither the Shareholder 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.


 


2.4.          Available
Information. Fun-Ming Lo has such knowledge and experience in financial and business matters that he is capable of evaluating
the merits and risks of an investment in the Parent.


 


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 of the Company. As of the date of this Agreement, all outstanding shares of common stock of the Company are
duly authorized, validly issued, fully paid and nonassessable and not subject to preemptive rights. The Shareholders owned 99.6%
of the Company Shares, issued and outstanding. Within a reasonable and practicable period of time of the Closing, the Company shall
update its book to reflect the Parent as the holder and owner of the shares of the Company exchanged 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.


 




    	 	2	 



    	 	 	 



    

 


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;


 


(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 Transactions.


 


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.


 




    	 	3	 



    	 	 	 



    

 


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.


 


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 consolidated financial statements (the “Consolidated
Financial Statements”) as being owned by the 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 B attached hereto.


 




    	 	4	 



    	 	 	 



    

 


3.9.        Board
Recommendation. The board of directors of the Company (the “Company Board”) has determined that the terms
of the Transactions are fair to and in the best interests of the Shareholders 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 Consolidated Financial Statements.


 


3.11         Good
Title. Each Shareholder was the record and beneficial owner, and had good and marketable title to its Shares as set forth in
Exhibit A, with the right and authority to sell and deliver such Company Shares to the Parent as provided herein. Upon registering
the Parent as the new owner of the Shareholders’ Company Shares in the share register of the Company, the Parent has received
good title to such Company Shares, 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 Transactions 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. 


 


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.


 




    	 	5	 



    	 	 	 



    

 


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 Transactions.


 


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


 


ARTICLE 5

TERMINATION


 


5.1.          Termination.
This Agreement may be terminated and rescinded at any time: by either the Company or Parent, if the other Party (which, in
the case of Company, shall mean Company or any Shareholder) 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 such other Party; or


 


(i)          by
any Party, if a permanent injunction or other Order by any court which would make illegal or otherwise restrain or prohibit the
consummation of the Transactions 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.


 


ARTICLE 6


MISCELLANEOUS 


 


6.1.          Entire
Agreement.   This Agreement constitutes the entire agreement between 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	 



    	 	 	 



    

 


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.


 


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.


 




    	 	7	 



    	 	 	 



    

 


“Company Board”
shall have the meaning set forth in Section 3.9 of the Agreement.


 


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


 


“Company Share(s)”
shall have the meaning set forth in the Recitals of the Agreement.


 


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


 


“Consolidated
Financial Statements” shall have the meaning set forth in Section 3.8 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.


 


“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.


 




    	 	8	 



    	 	 	 



    

 


“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.


 


“Parent Board”
shall have the meaning set forth in Section 4.6 of the Agreement.


 


“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.


 


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


 


“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.


 


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


 


[Remainder of this page intentionally left
blank.]


 




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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: Yao-Teh International Recreation Co., Ltd.
	 	 	 
	 	By:	/s/ Fun-Ming Lo
	 	Name:	FUN-MING LO
	 	Title:	Chairman


 


	 	SHAREHOLDERES:
	 	 	 	 
	 	 	Fun-Ming Lo
	 	 	 	 
	 	 	By:	/s/ Fun-Ming Lo
	 	 	Name:	FUN-MING LO
	 	 	Title:	Director
	 	 	 	 
	 	 	Shu-Sui Tu
	 	 	 	 
	 	 	By:	/s/ Shu-Sui Tu
	 	 	Name:  	SHU-SUI TU
	 	 	Title:	Director
	 	 	 	 
	 	 	Shu-Hui Chou
	 	 	 	 
	 	 	By:	/s/ Shu-Hui Chou
	 	 	Name:	SHU-HUI CHOU
	 	 	Title:	Director


 




    	 	10	 



    	 	 	 



    

 


Exhibit A


 


	Shareholder	 	Number of
 Company
 Shares Owned
 by the
 Individual
 Shareholders
 Before the
 Closing	 	 	Number of
 Company
 Shares
 Owned by
 Individual
 Shareholders
 after the
 Closing	 
	Fun-Ming Lo Address: 9 Lin Yi Street, 4th
                                             Floor, Zhongzheng District, Taipei, Taiwan
	 	 	16,624	 	 	 	0	 
	Ta Lo Address: 9 Lin Yi Street, 4th Floor,
                                 Zhongzheng District, Taipei, Taiwan
	 	 	68	 	 	 	68	 
	Shu-Sui Tu 3 Jingxing Road,
10th Floor, Wenshan District, Taipei, Taiwan
	 	 	50	 	 	 	0	 
	Shu-Hui Chou 9 Lin Yi Street, 4th Floor,
                                 Zhongzheng District, Taipei, Taiwan
	 	 	258	 	 	 	0	 
	Total	 	 	17,000	 	 	 	68	 



 




    	 	11	 



    	 	 	 



    

 


Exhibit B


 


Land owned by the Company


 


	Number of the Lot	 	Registration Date	 	Number of the Deed
	0064-0000	 	1990.5.4	 	103 Nan Di Zi 007648
	0066-0000	 	1990.5.4	 	103 Nan Di Zi 007649
	0067-0001	 	1990.5.4	 	103 Nan Di Zi 007650
	0068-0000	 	1990.5.15	 	103 Nan Di Zi 007651
	0070-0000	 	1990.5.15	 	103 Nan Di Zi 007652
	0071-0000	 	1990.5.4	 	103 Nan Di Zi 007653
	0081-0003	 	1990.5.15	 	103 Nan Di Zi 007654
	0081-0004	 	1990.3.9	 	103 Nan Di Zi 007655
	0083-0002	 	1990.5.4	 	103 Nan Di Zi 007656
	0539-0000	 	1990.5.15	 	103 Nan Di Zi 007657
	0628-0000	 	1990.3.9	 	103 Nan Di Zi 007658
	0628-0003	 	1990.3.9	 	103 Nan Di Zi 007659
	0628-0005	 	1990.3.9	 	103 Nan Di Zi 007660
	0628-0006	 	1990.3.9	 	103 Nan Di Zi 007661
	0432-0016	 	1990.3.7	 	103 Nan Di Zi 004882
	0432-0031	 	1990.5.4	 	103 Nan Di Zi 004883
	0432-0034	 	1990.3.7	 	103 Nan Di Zi 004884
	0432-0036	 	1990.3.7	 	103 Nan Di Zi 004885
	0432-0037	 	1990.3.7	 	103 Nan Di Zi 004886
	0444-0000	 	1990.5.4	 	103 Nan Di Zi 004887
	0444-0001	 	1990.5.4	 	103 Nan Di Zi 004888
	0444-0008	 	1990.5.4	 	103 Nan Di Zi 004889
	0444-0032	 	1990.5.4	 	103 Nan Di Zi 004890
	0449-0000	 	1990.5.4	 	103 Nan Di Zi 004891
	0647-0001	 	1990.5.4	 	103 Nan Di Zi 007662
	0647-0007	 	1990.3.9	 	103 Nan Di Zi 007663
	0647-0012	 	1990.3.9	 	103 Nan Di Zi 007664
	0647-0018	 	1990.3.8	 	103 Nan Di Zi 007665
	0647-0020	 	1990.3.8	 	103 Nan Di Zi 007666
	0655-0007	 	1990.5.4	 	103 Nan Di Zi 007667
	0655-0009	 	1990.5.4	 	103 Nan Di Zi 007668
	0655-0011	 	1990.5.4	 	103 Nan Di Zi 007669
	0661-0001	 	1990.3.8	 	103 Nan Di Zi 007670
	0661-0002	 	1990.3.8	 	103 Nan Di Zi 007671
	0661-0004	 	1990.3.8	 	103 Nan Di Zi 007672
	0664-0000	 	1990.3.8	 	103 Nan Di Zi 007673
	0665-0000	 	1990.3.8	 	103 Nan Di Zi 007674
	0666-0000	 	1990.3.9	 	103 Nan Di Zi 007675
	0667-0000	 	1990.3.9	 	103 Nan Di Zi 007676
	0668-0000	 	1990.3.9	 	103 Nan Di Zi 007677
	0668-0001	 	1990.5.4	 	103 Nan Di Zi 007678
	0668-0002	 	1990.3.9	 	103 Nan Di Zi 007679
	0669-0000	 	1990.3.9	 	103 Nan Di Zi 007680
	0690-0000	 	1990.5.4	 	103 Nan Di Zi 007681
	0699-0005	 	1990.5.4	 	103 Nan Di Zi 007682
	0699-0022	 	1990.5.4	 	103 Nan Di Zi 007683
	0699-0028	 	1990.5.4	 	103 Nan Di Zi 007684
	0699-0029	 	1990.5.4	 	103 Nan Di Zi 007685
	0699-0030	 	1990.5.4	 	103 Nan Di Zi 007686
	0702-0000	 	1990.3.9	 	103 Nan Di Zi 007687
	0706-0000	 	1990.3.9	 	103 Nan Di Zi 007688
	0706-0001	 	1990.3.9	 	103 Nan Di Zi 007689
	0706-0002	 	1990.5.4	 	103 Nan Di Zi 007690
	0706-0009	 	1990.3.9	 	103 Nan Di Zi 007691
	0706-0017	 	1990.3.8	 	103 Nan Di Zi 007692
	0706-0018	 	1990.3.8	 	103 Nan Di Zi 007693
	0432-0016	 	1990.3.7	 	103 Nan Di Zi 004882
	0432-0031	 	1990.5.4	 	103 Nan Di Zi 004883
	0432-0034	 	1990.3.7	 	103 Nan Di Zi 004884
	0432-0036	 	1990.3.7	 	103 Nan Di Zi 004885
	0432-0037	 	1990.3.7	 	103 Nan Di Zi 004886


 




    	 	12	 



    	 	 	 



    

 


Schedule 3.7 Company Disclosure Schedule


Material Agreements


 


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


 


		i.	Letter of Intent between the Company and InterContinental
Hotels Group dated September 11, 2015



		ii.	Proposal for Video of Concept Design for the Royal Country
Club Spa & Resort between the Company and the Cunningham Group dated on June 22, 2015



		iii.	Master Planning and Conceptual Design Contract for the
Royal Country Club Spa & Resort between the Company and the Cunningham Group dated on March 6, 2015



		iv.	Loan Agreement between Yao-Teh Development Co. and Kai
Ji Bank guaranteed by Fun-Ming Lo dated on June 14, 2016



		v.	The five-year repayment schedule entered between the Company
and Taiwan Business Bank on June 24, 2013 and the accompanying security agreement



		vi.	The personal loan agreement entered between Fun-Ming Lo
and Taiwan Business Bank on June 24, 2013, which is guaranteed by the Company



		vii.	The two five-year loans and one ten-year loan entered between
the Company and Taiwan Cooperative Bank on August 7, 1991, all of which went into default



		viii.	The loan agreement entered on June 25, 1993 between Geng-Meng
Lin, the then vice president of the Company, and Cheng-Yu Lian who has a lien on the Company’s land



 




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