UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K/A

(Amendment No. 1)



(Mark One)



x      ANNUAL
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended September 30, 2012



 ̈      TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from ___________ to ___________



Commission File No. 001-34864



CHINA HGS REAL ESTATE INC.

(Exact Name of Registrant as Specified
in its Charter)



|Florida                                        | 33-0961490                             
|---------------------------------------------- | ---------------------------------------
|(State or Other Jurisdiction of Incorporation) | (I.R.S. Employer Identification Number)



6 Xinghan Road, 19th Floor, Hanzhong City

Shaanxi Province, PRC 723000

(Address of principal executive offices)
(zip code)



(86)091-62622612

(Registrant's telephone number, including
area code)



|Securities registered under Section 12(b) of the Exchange Act:
|--------------------------------------------------------------
|                                                              
|Title of each class registered:                               
|Common Stock, par value $0.001                                
|                                                              
|Securities registered under Section 12(g) of the Exchange Act:
|None                                                          



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

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       x

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       x No        ̈



Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant
to Rule 405 of Regulation S-K (ss.229.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).   x 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 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.



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



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



The aggregate market value of the voting and non-voting common
equity held by non-affiliates of the registrant, based upon the closing price of the registrant’s common stock on March 31,
2012, the last business day of the Company's second fiscal quarter, as reported by the NASDAQ Stock Market LLC on that date, was
approximately $11,925,316. This calculation does not reflect a determination that certain persons are affiliates of the registrant
for any other purpose.



As of December 21, 2012, the number of shares outstanding of
the registrant’s common stock was 45,050,000.



DOCUMENTS INCORPORATED BY REFERENCE



None.















EXPLANATORY
NOTE



China HGS Real Estate, Inc. (the “Company”) is filing
this Amendment No. 1 on Form 10-K/A (the “Amended Report”) to its Annual Report on Form 10-K for the year ended September
30, 2012 which was originally filed with the Securities and Exchange Commission on December 26, 2012 (the “Original Filing”),
for the sole purpose of including a copy of the corrected audit report by Friedman, LLP, the Company’s independent accounting
firm, which report was included under Item 8 of the Original Filing and inadvertently not dated. The Amended Report, Item 8, in
its pertinent part, corrects the foregoing typographical error by reflecting the actual audit report date of “December 24,
2012”.



The Amended Report amends and restates the Original Filing in
its entirety and, with the exception of the foregoing change, continues to describe conditions as of the Original Filing, and does
not purport to update or modify disclosures contained therein to reflect events that occurred following the filing date of the
Original Filing.



Pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, as amended, the certifications pursuant to Section 302 and Section 906 of the Sarbanes-Oxley Act of 2002, filed and furnished,
respectively, as exhibits to the Original Filing have been re-executed and re-filed as of the date of this Amended Report and are
included as exhibits hereto.













CHINA HGS REAL ESTATE, INC.



FORM 10-K



For the Fiscal Year Ended September
30, 2012



INDEX



|         |                                                                                                              | Page
|-------- | ------------------------------------------------------------------------------------------------------------ | ----
|         | PART I                                                                                                       |     
|         |                                                                                                              |     
|Item 1.  | Business                                                                                                     | 1   
|         |                                                                                                              |     
|Item 1A. | Risk Factors                                                                                                 | 15  
|         |                                                                                                              |     
|Item 1B. | Unresolved Staff Comments                                                                                    | 26  
|         |                                                                                                              |     
|Item 2.  | Properties                                                                                                   | 26  
|         |                                                                                                              |     
|Item 3.  | Legal Proceedings                                                                                            | 26  
|         |                                                                                                              |     
|Item 4.  | Mine and Safety Disclosure                                                                                   | 26  
|         |                                                                                                              |     
|         | PART II                                                                                                      |     
|         |                                                                                                              |     
|Item 5.  | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 26  
|         |                                                                                                              |     
|Item 6.  | Selected Financial Data                                                                                      | 27  
|         |                                                                                                              |     
|Item 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                        | 28  
|         |                                                                                                              |     
|Item 7A. | Quantitative and Qualitative Disclosures About Market Risk                                                   | 39  
|         |                                                                                                              |     
|Item 8.  | Financial Statements and Supplementary Data                                                                  | 40  
|         |                                                                                                              |     
|Item 9.  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 62  
|         |                                                                                                              |     
|Item 9A. | Controls and Procedures                                                                                      | 62  
|         |                                                                                                              |     
|Item 9B. | Other Information                                                                                            | 63  
|         |                                                                                                              |     
|         | PART III                                                                                                     |     
|         |                                                                                                              |     
|Item 10. | Directors, Executive Officers and Corporate Governance                                                       | 64  
|         |                                                                                                              |     
|Item 11. | Executive Compensation                                                                                       | 67  
|         |                                                                                                              |     
|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 70  
|         |                                                                                                              |     
|Item 13. | Certain Relationships and Related Transactions, and Director Independence                                    | 72  
|         |                                                                                                              |     
|Item 14. | Principal Accountant Fees and Services                                                                       | 73  
|         |                                                                                                              |     
|         | PART IV                                                                                                      |     
|         |                                                                                                              |     
|Item 15. | Exhibits and Financial Statement Schedules                                                                   | 74  
|         |                                                                                                              |     
|         | SIGNATURES                                                                                                   | 76  











PART I



ITEM 1. BUSINESS



Our Organization



China HGS Real Estate Inc. (the “Company”
or “China HGS,” “we”, “our”, “us”), formerly known as China Agro Sciences Corp.,  is
a corporation organized under the laws of the State of Florida.



On August 21, 2009, a Share Exchange Agreement
(“Share Exchange”) was entered into by and among the Company, Rising Pilot, Inc., a British Virgin Islands company
(the “HGS Shareholder”), and China HGS Investment Inc., a Delaware corporation and wholly-owned subsidiary of the
HGS Shareholder (“HGS Investment). Pursuant to the Share Exchange Agreement, the HGS Shareholder transferred and assigned
to the Company all of the issued and outstanding capital stock of HGS Investment in exchange for 14,000,000 shares of the Company’s
common stock, $0.001 par value. The closing of the Share Exchange transaction occurred on August 31, 2009.  As a result
of the Share Exchange, HGS Investment became a wholly-owned subsidiary of the Company. After the consummation of the Share Exchange
transaction, the Company changed its name to China HGS Real Estate, Inc.



In addition, as a part of the Share Exchange
transaction, the Company entered into an entrusted management agreement (the “Entrusted Management Agreement”) with
the management of the Company’s PRC operating subsidiary, Shaanxi Guangsha Investment and Development Group Co., Ltd. (“Guangsha”)
and issued to Mr. Zhu Xiaojun, the CEO of Guangsha and his management team an aggregate of 25,000,000 shares of the Company’s
common stock.



Prior to and in conjunction with the consummation
of the Share Exchange, the Company entered into a purchase and sale agreement with Mr. Zhengquan Wang, the Company’s former
CEO, pursuant to which, Mr. Wang returned 14,000,000 shares of the Company’s common stock to the Company in exchange for
the business and assets of Dalian Holding Corp., a Florida corporation and wholly-owned subsidiary of the Company.  In
addition, Mr. Wang assumed all the liabilities of Dalian Holding and released the Company from any and all claims, known or unknown,
with regard to such liabilities. As a result of the Share Exchange transaction, the shareholders of Guangsha acquired the majority
of the equity in the Company. In addition, the original officers and directors of the Company resigned from their positions and
new directors and officers affiliated with Guangsha were appointed ten days after the notice pursuant to Rule 14f-1 was mailed
to the Company’s shareholders of record.



The transaction has been accounted for
as a reverse merger under the purchase method of accounting. Accordingly, HGS Investment and its subsidiaries are treated as the
continuing entity for accounting purposes.



HGS Investment is a Delaware corporation
and owns 100% of the equity interest in Shaanxi HGS Management and Consulting Co., Ltd. (“Shaanxi HGS”), a wholly
owned foreign entity incorporated under the laws of the People’s Republic of China (“PRC” or “China”)
on June 3, 2009.



China HGS does not conduct any substantive
operations of its own. Instead, through its subsidiary, Shaanxi HGS, in November 2007 it entered into certain exclusive contractual
agreements with Guangsha. Pursuant to these agreements, Shaanxi HGS is obligated to absorb a majority of the risk of loss from
Guangsha’s activities and entitles Shaanxi HGS to receive a majority of Guangsha’s expected residual returns. In addition,
Guangsha’s shareholders have pledged their equity interest in Guangsha to Shaanxi HGS, irrevocably granted Shaanxi HGS an
exclusive option to purchase, to the extent permitted under PRC Law, all or part of the equity interests in Guangsha and agreed
to entrust all the rights to exercise their voting power to the person(s) appointed by Shaanxi HGS.



Based on these contractual arrangements,
we believe that Guangsha should be considered a “Variable Interest Entity” (“VIE”) under ASC 810 “Consolidation
of Variable Interest Entities, an Interpretation of ARB No. 51”, because the equity investors in Guangsha no longer have
the characteristics of a controlling financial interest, and the Company, through Shaanxi HGS, is the primary beneficiary of Guangsha
and its operations. Accordingly, Guangsha has been consolidated under ASC 810.



1







Our Company, along with our subsidiaries
and VIE, engages in real estate development, primarily in the construction and sale of residential apartments, car parks and commercial
properties.



Shaanxi Guangsha Investment and Development
Group Co., Ltd. (“Guangsha”)



Guangsha was organized in August 1995
as a liability limited company under the laws of the PRC. Guangsha is headquartered in the city of Hanzhong, Shaanxi Province.
Due to the rapid growth of the business, the shareholders of Guangsha increased the company’s registered capital twice,
once in 2000, from the original registered capital of RMB 2.1 million (approximately $0.2 million) to RMB 30 million (approximately
$3.6 million) and again in 2008 to RMB 130 million (approximately $17.6 million). Guangsha is engaged in developing large scale
and high quality commercial and residential projects, including multi-layer apartment buildings, sub-high-rise apartment buildings,
high-rise apartment buildings, and office buildings.



Our corporate structure is set forth
below:







Business Overview



We conduct substantially all of our business
through our subsidiary and VIE in China. All of our business is conducted in mainland China. Guangsha was founded by Mr. Xiaojun
Zhu, our Chairman and Chief Executive Officer and commenced operations in 1995 in Hanzhong, a prefecture-level city in Shaanxi
Province.



Since Guangsha was founded, management
has been focused on expanding our business in Tier 3 and Tier 4 cities and counties in China that we strategically select based
on population and urbanization growth rates, general economic conditions and growth rates, income and purchasing power of resident
consumers, anticipated demand for private residential properties, availability of future land supply and land prices, and governmental
urban planning and development policies. We utilize a standardized and scalable model that emphasizes rapid asset turnover, efficient
capital management and strict cost control. We plan to expand into strategically selected Tier 3 and Tier 4 cities and counties
with real estate development potential in Shaanxi Province, and expect to benefit from rising demand for residential housing as
a result of increasing income levels of consumers and growing populations in these cities and counties due to urbanization.



2







Real Estate Industry Overview



During fiscal 2012,, China witnessed a
slowdown in economic growth. This was due to its ongoing application of austerity policies to combat inflation, and the external
impact of global instability triggered by the European debt crisis. As exports slowed, China’s reported GDP growth dropped
to 7.6% year on year in the second quarter ended June 30, 2012 from 8.1% in the first quarter of 2012, and GDP growth further
dropped to 7.4% year on year in the third quarter ended September 30, 2012. This has prompted the government to loosen economic
policy to support growth. The current package of economic support policies is designed to stabilize the economy against slowing
exports and to ensure the full-year official target of 7.5% GDP growth is met.



Ongoing government regulatory measures,
including the “Ten National Notices” announced in 2010, the “Eight National Notices” and property tax
approved in January 2011, have brought the PRC property market further down to the bottom in the first nine months of 2012. In
accordance with reports from National Bureau of Statistics of China, Gross Floor Area (“GFA”) sales nationwide for
the period from January to March 2012 decreased by 13.6% as compared to the same period last year. It is primarily attributed
to the potential buyers’ anticipation for possible further declines in prices, and the government’s implementation
of market regulation as a long-term policy was also considered as a crucial factor. By June 2012, the six month decline rate for
GFA sales nationwide was significantly narrowed down to 7.7%. As of September 30, 2012, GFA sales nationwide for the first nine
months of 2012 was 684.4 million square meters, a decrease of 4% from the same period of 20111..



Despite the declining transaction volume
and cooling real estate market, housing prices in many cities have not shown a substantial correction. While short-term market
correction is a process that the property sector is bound to undergo, the fundamental demand for residential housing will remain
given the rising per capita income, accelerating urbanization and increasing demand for better living environment. The average
GFA selling price for the first nine months of 2012 was RMB 5,896 1(approximately to $933), representing a 6.9% increase from the same period of last year. Meanwhile, a lot of local governments
introduced measures such as housing provident fund loan adjustment and tax benefit for first time home buyers to encourage purchases
by home buyers. In terms of monetary policy, the People’s Bank of China (“PBOC”) posted a statement on February
7, 2012, indicating that PBOC would ensure that mortgages are available to affordable housing projects and loan demand from creditworthy
first-time homebuyers. The mandatory bank reserve ratio has been lowered twice (on February 24 and May 18, respectively), while
the interest-rate has been cut twice (on June 8 and July 6, respectively). These policies are expected to improve market sentiment
and help to unleash pent-up demand. Market sentiment and confidence are improving, enticing buyers to re-enter the market in the
balance of 2012.



During the volatile real estate market,
the Company has been capitalizing on its inherent strengths and market opportunities in Tier 3 and Tier 4 cities and counties
to deliver value for our shareholders. We feel confident and also competent to take on every challenge and grasp every opportunity
during market consolidation. We expect to provide rapid response to the market on the basis of our projected business plans together
with a flexible approach in seizing market opportunities; strict investment standard and prudent attitude towards investment opportunities,
and appropriate replenishment of quality land resources in existing regions to realize value within the Tier 3 and Tier 4 cities
and counties in Western China.



Company Positioning:



The Company is headquartered in Hanzhong
in the southwestern part of the Shaanxi province, in the center of the Hanzhong Basin, on the Han River, near the Sichuan border.
According to the China City Statistical Yearbook, Hanzhong had a population of about 3.8 million.







---

1National Bureau of Statistics of China Jan – September national real estate development and sales report http://www.stats.gov.cn



3







Hanzhong is a key transportation hub connecting
China’s Middle Economic Zone and Western Economic Zone. Since Xihan express highway was completed in September 2007, the
travel time from Xi’an, the provincial capital of Shaanxi province, to Hangzhong takes only about 3 hours. The new airport
in Hanzhong is going to be completed and put into service in September 30, 2013. The airport is expected to handle 300,000 passengers
and 1,300 tons of cargo by 2020. Xicheng high-speed railway between Chengdu, the provincial capital of Sichuan province to Xi’an
with a major stop in Hanzhong,is under-construction. After its completion, it only takes 1 hour from Hanzhong to both Xi’an
and Chengdu. The railway passengers are expected to increase from 1.5 million to 6 million by 2020.



In accordance with Hanzhong Government’s
annual reports2, Hanzhong’s GDP reached to RMB 64.748 billion (approximately $10.2 billion) by 2011, representing
a 15.5% increase from 2010. For the first nine months of 2012, Hanzhong’s GDP was RMB 48.948 billion3 (approximately
$7.7 billion), representing a growth of 15%. Residences’ disposable income was RMB 17,019 (equivalent to $2,693) in 2011,
increasing by 17.3% from 2010. For the first nine months of 2012, residences’ disposable income was RMB 13,884 (approximately
$2,197) per person, increasing by 14.6% comparing to the same period last year.



| | 
| | 



Many Tier 3 and Tier 4 cities and counties
in China provide a major source of migration workers for the Tier 1 and Tier 2 cities in China. The income from migration workers
also is becoming a significant factor in supporting the hometown economy. Based on Hanzhong Government’s annual reports,
the number of Hanzhong’s migration workers reached to 836,000 as of December 31, 2011, representing an increase of 5.4% from
2010. Total income of migration workers was about RMB 8.9 billion in 2011, representing an increase of 18.5% from 2010.



The target market of the Company is in
Western China. The Company continues to focus on Tier 3 and Tier 4 cities and counties in acquiring sizable quality land reserves
at low cost in a flexible and diversified manner. There has been an increasing demand for high quality residential housing, largely
driven by the “Go West” policy and accelerated urbanization.







---

2Hanzhong 2011, 2010, 2009 and 2008 annual government report http://www.shaanxi.gov.cn/

3Shaanxi Information Center Jan – September 2012 and 2011 economic report http://www.sxi.cn/



4







Many buyers in Tier 3 and Tier 4 cities and counties are first
time home buyers. In order to mitigate default risk, the Company generally requires from its homebuyer customers a deposit in
the range of 30%-50% of the purchase price, which is higher than the percentage required by the government for the mortgage down
payment.



The Company received the National Grade-I real-estate development
qualification granted by the Ministry of Housing and Urban-Rural Development of the People's Republic of China ("MOHURD")"on
October 12, 2011. The Grade-I real-estate development qualification is the highest qualification for real-estate developers in
China and requires meeting several strict criteria, including:



| | · | Registered capital
                                                                                                          of at least RMB 50 million
                                                                                                          (approximately $7.9
                                                                                                          million);
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | At least five years
                                                                                                          of experience in real
                                                                                                          estate development and
                                                                                                          operation;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                                                                                          completion of construction
                                                                                                          of a total over 300,000
                                                                                                          square meters. of ground
                                                                                                          floor area (GFA) within
                                                                                                          the last three years
                                                                                                          and, in the most recent
                                                                                                          year, developed real
                                                                                                          estate projects of at
                                                                                                          least 150,000 square
                                                                                                          meters; and
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | · | The
                                                                                                          completed real estate
                                                                                                          projects have no quality
                                                                                                          issues in each of the
                                                                                                          past five years; and
                                                                                                          an established, comprehensive
                                                                                                          quality control and
                                                                                                          guarantee system
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The National Grade-I real-estate development
qualification provides significant opportunities for the Company to expand its operations beyond Shaanxi province into new regional
real estate markets in China.



Looking ahead, the Company will continue
to focus on developing high quality and large scale real estate projects in the suburban areas of Tier 3 and Tier 4 cities and
counties with promising economic growth potential. Leveraging on its unique competitive strengths, and under the direction and
guidance of the government’s macro policies, the Company expects to further replicate its successful business model into
new high growth regions through strategic selection of project locations, a short project development schedule characterized by
fast asset turnover and excellent execution ability, as well as innovative product offering closely in line with market demand.
The Company aims at becoming a leading large-scale residential property developer in Western China and a well-recognized brand
name.



Pre-Sales and Sales



In the PRC, real estate developers begin
to market properties before construction is completed. Like other developers, we pre-sell properties prior to completion of construction.
Under PRC pre-sales regulations, property developers must satisfy specific conditions before properties under construction can
be pre-sold. These mandatory conditions include:



| | · | the land premium
                                                                                                              must have been paid
                                                                                                              in full;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the land use
                                                                                                              rights certificate,
                                                                                                              the construction
                                                                                                              site planning permit,
                                                                                                              the construction
                                                                                                              work planning permit
                                                                                                              and the construction
                                                                                                              permit must have
                                                                                                              been obtained;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | at least 25%
                                                                                                              of the total project
                                                                                                              development cost
                                                                                                              must have been incurred;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the progress
                                                                                                              and the expected
                                                                                                              completion and delivery
                                                                                                              date of the construction
                                                                                                              must be fixed;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the pre-sale
                                                                                                              permit must have
                                                                                                              been obtained; and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | the completion
                                                                                                              of certain milestones
                                                                                                              in the construction
                                                                                                              processes must be
                                                                                                              specified by the
                                                                                                              local government
                                                                                                              authorities.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



These mandatory conditions are designed
to require a certain level of capital expenditure and substantial progress in project construction before the commencement of
pre-sales. Generally, the local governments also require developers and property purchasers to have standard pre-sale contracts
prepared under the auspices of the government. Developers are required to file all pre-sale contracts with local land bureaus
and real estate administrations after entering into such contracts.



5







After-Sale Services and Delivery



We assist customers in arranging for and
providing information related to financing. We also assist our customers in various title registration procedures related to their
properties, and we have set up an ownership certificate team to assist purchasers to obtain their property ownership certificates.
We offer various communication channels to customers to facilitate customer feedback collection. We also cooperate with property
management companies that manage our properties and ancillary facilities, to handle customer feedback.



We endeavor to deliver the units to our customers on a timely
basis. We closely monitor the progress of construction of our property projects and conduct pre-delivery property inspections
to ensure timely delivery. The time frame for delivery is set out in the sale and purchase agreements entered into with our customers,
and we are subject to penalty payments to the purchasers for any delay in delivery caused by us. The Company has never incurred
any delay penalties. Once a property development has been completed, has passed the requisite government inspections and is ready
for delivery, we will notify our customers and hand over keys and possession of the properties.



Marketing and Distribution Channel



We maintain a marketing and sales force
for our development projects, which at September 30, 2012 consisted of 79 employees specializing in marketing and sales. We also
train and use outside real estate agents to market and increase the public awareness of our projects, and spread the acceptance
and influence of our brand. However, our marketing and sales are primarily conducted by our own sales force because we believe
our own dedicated sales representatives are better motivated to serve our customers as well as to control our property pricing
and selling expenses.



Our marketing and sales team determines
the appropriate advertising and selling plan for each project. We develop public awareness through marketing and advertising as
well as referrals from customers. We utilize a customer relationship management system to track customer profiles, which helps
us to forecast future customer requirements and general demand for our projects. This allows us to have real-time information
on the status of individual customer transactions as well as available inventory by project, which enables us to better anticipate
the preferences of current and future customers.



We use various advertising media to market
our developments and enhance our brand name, including newspapers, magazines, television, radio, e-marketing and outdoor billboards.
We also participate in real estate exhibitions.



We have also developed a strong relationship
with local institutional purchasers and governments. The Company entered into a residential-apartment bulk-purchase agreement
with Hanzhong Municipal Public Security Bureau on May 28, 2011. Pursuant to this Agreement, the purchaser will purchase a total
of 224 residential-apartment units in Tower C1 and Tower C3 of the Company’s “Mingzhu Beiyuan” project located
in downtown Hanzhong for a total price of RMB 120 million (approximately $19.0 million). The Company also entered into a residential-apartment
bulk-purchase agreement with Hanzhong Municipal Bureau of Justice on June 8, 2011. Pursuant to this Agreement, the purchaser will
purchase a total of 112 residential-apartment units in Tower B3 of the Company’s “Mingzhu Beiyuan” project located
in downtown Hanzhong for a total price of RMB 60 million (approximately $9.5 million). On October 18, 2011, the Company signed
another bulk-purchase agreement with the Hanzhong Local Tax Bureau and the Hanzhong Social Insurance Center for the Company's
"Mingzhu Beiyuan" project. According to the Agreements, the Hanzhong Local Tax Bureau and the Hanzhong Social Insurance
Center will purchase the residential apartments in the "Mingzhu Beiyuan" project at fixed price of RMB 278 per sq. ft.
(approximately $44.0 per sq. ft.) for the first floor of each building. The unit price will increase by RMB 2.30 per sq. ft. (approximately
$0.36 per sq. ft.) per floor, starting on the second floor of each building. All of these bulk purchases are expected to be completed
in the next 2-3 years. In addition, the Company entered into a preliminary contract with Yang County to develop affordable apartment
buildings with total Gross Floor Area (“GFA”) of 40,000 square meters. The construction of these units is expected
to be completed by September 30, 2013. In June 2012, the Company was approved by Hanzhong local government to construct two municipal
roads with total length of 1,064.09 meters. The budget for these two municipal roads is RMB 18,716,489.34 (equivalent to approximately
$3.0 million) and was approved by Hanzhong Ministry of Finance. The related construction is expected to be completed by December
31, 2012.



6







A typical real estate property sales transaction
usually consists of three steps. First, the customer pays a deposit to the Company. Within a week, after paying the deposit, the
customer will sign a purchase contract with us and make a down payment to us in cash. After making the down payment, the customer
arranges for a mortgage loan for the balance of the purchase price. Once the loan is approved, the mortgage loan proceeds are
paid to us directly by the bank. Finally, we deliver the property to the customer. Legal title, as evidenced by a property ownership
certificate issued by local land and construction bureaus, will be delivered to the customer in 12 months from the property delivery
date.



For customers purchasing properties with
mortgage financing, under current PRC laws, their minimum down payment is 30% of the total purchase price for the purchase of
the first self-use residential unit with total GFA of 90 square meters (about 970 square feet) or more on all existing units and
those yet to be completed, and a down payment of 20% on the first residential units for self-use with total GFA of under 90 square
meters. In order to mitigate the default risk, the Company requires from its homebuyer customers deposits ranging from 30%-50%
of the purchase price, which is higher than the percentage required by the government for the mortgage down payment.



Like most real estate companies
in China, we generally provide guarantees to mortgagee banks in respect of the mortgage loans provided to the purchasers of our
properties up until completion of the registration of the mortgage with the relevant mortgage registration authorities. Guarantees
for mortgages on residential properties are typically discharged when the individual property ownership certificates are issued.
In our experience, the issuance of the individual property ownership certificates typically takes six to twelve months, so our
mortgage guarantees typically remain outstanding for up to twelve months after we deliver the underlying property.



Our Property
Development Operations



We have a systematic and standardized
process of project development, which we implement through several well-defined phases. One critically significant portion of
our process is the land acquisition process, which is segmented into three stages: (i) opportunity identification, (ii)
initial planning and budgeting, and (iii) land use rights acquisition. The following diagram sets forth the key stages of our
property development process.







7







Our Projects



Overview



We develop the following three types of real estate projects,
which may be developed in one or more phases:



| | · | multi-layer
                                                                                                              apartment buildings,
                                                                                                              which are typically
                                                                                                              six stories or less;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | sub-high-rise
                                                                                                              apartment buildings,
                                                                                                              which are typically
                                                                                                              seven to 11 stories;
                                                                                                              and
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | high-rise apartment
                                                                                                              buildings, which
                                                                                                              are typically 12
                                                                                                              to 33 stories.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



At any one time, our projects (or phases
of our projects) are in one of the following three stages:



| | · | completed
                                                                                                              projects,
                                                                                                              meaning properties
                                                                                                              for which construction
                                                                                                              has been completed;
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | properties
                                                                                                              under construction,
                                                                                                              meaning properties
                                                                                                              for which construction
                                                                                                              permits have been
                                                                                                              obtained but construction
                                                                                                              has not been completed;
                                                                                                              and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | properties
                                                                                                              under planning,
                                                                                                              meaning properties
                                                                                                              for which we have
                                                                                                              entered into land
                                                                                                              grant contracts
                                                                                                              and are in the process
                                                                                                              of obtaining the
                                                                                                              required permits
                                                                                                              to begin construction.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We have three main projects that we are
developing in Hanzhong City and one in Yang County, which is adjacent to Hanzhong City.  Our main projects located in Hanzhong
City are: Mingzhu Garden -Mingzhu Nanyuan, Mingzhu Beiyuan, Oriental Pearl Garden and NanDajie (Mingzhu Xinju).  In
Yang County, our project is Yangzhou Pearl Garden. Most projects are being developed in multiple phases.



Projects located in Hanzhong City



| | (1) | Mingzhu Garden -Mingzhu
                                                                              Nanyuan
| | --- | -------------------------------------------------------------------------------------------------------------



Mingzhu Nanyuan consists of multi-layer
residential buildings and sub-high-rise and high-rise residential buildings with commercial shops on the first floors, all of
which have been completed as of September 30, 2012. The unsold property remained in two sub-high-rise and two high-rise residential
buildings with total unsold GFA of 33,389 square meters as of September 30, 2012.







| | (2) | Mingzhu Garden -Mingzhu Beiyuan
| | --- | -------------------------------



This project is located in the south west
part of Hanzhong City. The project includes two high-rise residential buildings with commercial shops located on the first floor
with unsold GFA of 9,043 square meters as of September 30, 2012. The Mingzhou Beiyuan project under development includes 17 high-rise
residential buildings with an estimated GFA of 350,000 square meters. The Company started construction in the third quarter of
fiscal 2012 and expect to complete the construction in 2-3years.







| | (3) | Mingzhu Xinju
| | --- | -------------



This project is located in the downtown of Hanzhong City. It
consists of two residential high-rise buildings, with commercial shops located on the first floors. One building was completed
as at September 30, 2010 and the other one completed as at September 30, 2011 with remaining unsold GFA of 9,633 square meters
as at September 30, 2012







8







| | (4) | Oriental Pearl Garden
| | --- | ---------------------



This project is located in the downtown
of Hanzhong City and currently under development. The Company started construction in the third quarter of fiscal 2012 and expects
to complete the construction in 2-3years. It consists of 12 high-rise residential buildings with commercial shops on the first
and second floors with an estimated GFA of 260,000 square meters.







Projects located in Yang County



Yangzhou Pearl Garden consists of multi-layer
residential buildings and sub-high-rise and high-rise residential buildings with commercial shops on the first floors. As
of September 30, 2012, the remaining completed portion of Yangzhou Pearl Garden includes multi-layer residential buildings, commercial
units, sub-high-rise and high-rise residential buildings, with a total GFA of 50,445 square meters. Yangzhou Pearl Garden under
development consists of multi-layer residential buildings and high-rise residential buildings, with a total GFA of 99,038 square
meters as of September 30, 2012.







Completed Projects



The following table sets forth our completed projects in the
year ending September 30, 2012:



|Project Name                     |  | Location      |  | Type of Buildings             |  | Total GFA(1)
    square meters completed during the year |        |  | Total Number
    of Units completed during the year |  |     | Number of units sold
    during the year |  | Number ofunits availablefor sale |    
|-------------------------------- |  | ------------- |  | ----------------------------- |  | -------------------------------------------------------- | ------ |  | --------------------------------------------------- |  | --- | ---------------------------------------- |  | -------------------------------- | ---
|Yangzhou Pearl Garden            |  | Yang County   |  | Multi-layer residential       |  |                                                          | 31,440 |  |                                                     |  | 219 |                                          |  |                                  | 341
|                                 |  |               |  | Sub-high-rise
    residential |  |                                                          |        |  |                                                     |  |     |                                          |  |                                  |    
|Mingzhu Garden (Mingzhu Nanyuan) |  | Hanzhong City |  | Sub-high-rise residential     |  |                                                          | 32,701 |  |                                                     |  | 316 |                                          |  |                                  | 49 
|                                 |  |               |  |                               |  |                                                          |        |  |                                                     |  |     |                                          |  |                                  |    
|Mingzhu Garden (Mingzhu Beiyuan) |  | Hanzhong City |  | High-rise residential         |  |                                                          | -      |  |                                                     |  | -   |                                          |  |                                  | 41 
|                                 |  |               |  |                               |  |                                                          |        |  |                                                     |  |     |                                          |  |                                  |    
|Central Plaza                    |  | Hanzhong City |  | Commercial units              |  |                                                          | -      |  |                                                     |  | -   |                                          |  |                                  | 1  
|                                 |  |               |  |                               |  |                                                          |        |  |                                                     |  |     |                                          |  |                                  |    
|NanDajie (Mingzhu Xinju)         |  | Hanzhong City |  | High-rise residential         |  |                                                          | -      |  |                                                     |  | -   |                                          |  |                                  | 6  
|Total                            |  |               |  |                               |  |                                                          | 64,141 |  |                                                     |  | 535 |                                          |  |                                  | 438



(1)    
The amounts for “total GFA” in this table are the amounts of total saleable gross floor area and are derived on the
following basis:



| | · | for properties
                                                                                                            that are sold, the
                                                                                                            stated GFA is based
                                                                                                            on that sales contracts
                                                                                                            relating to such property;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | for unsold properties
                                                                                                            that are completed,
                                                                                                            the stated GFA is
                                                                                                            calculated based on
                                                                                                            the detailed construction
                                                                                                            blueprint and the
                                                                                                            calculation method
                                                                                                            approved by the PRC
                                                                                                            government for saleable
                                                                                                            GFA, after necessary
                                                                                                            adjustments;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



9







| | · | for properties
                                                                                                            that are under planning,
                                                                                                            the stated GFA is
                                                                                                            based on the land
                                                                                                            grant contract and
                                                                                                            our internal projections
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Properties under Construction and Properties under Planning



The following table sets forth each of our properties currently
under construction or planning as of September 30, 2012:



|Projects
    under Construction      |  | Location    |  | Type
    of Projects  |  | TotalGFA(1)(squaremeters) |         |  | TotalNumberof Units |  |     | Number
    ofPre-sold Units | 
|------------------------------------ |  | ----------- |  | --------------------- |  | ------------------------- | ------- |  | ------------------- |  | --- | --------------------------- | 
|Mingzhu Garden (Mingzhu
    Beiyuan) |  | Hanzhong    |  | High-rise residential |  |                           | 350,000 |  |                     |  | N/A |                             | 
|Oriental Pearl Garden                |  | Hanzhong    |  | High-rise residential |  |                           | 260,000 |  |                     |  | N/A |                             | 
|Yangzhou Pearl Garden                |  | Yang County |  | High-rise residential |  |                           | 99,038  |  |                     |  | N/A |                             | 
|Total                                |  |             |  |                       |  |                           | 709,038 |  |                     |  | N/A |                             | 



(1)     The amounts for “total
GFA” in this table are the amounts of total saleable GFA and are derived on the following basis:



| | · | for properties
                                                                                                            that are sold, the
                                                                                                            stated GFA is based
                                                                                                            on that sales contracts
                                                                                                            relating to such property;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | for unsold properties
                                                                                                            that are completed,
                                                                                                            the stated GFA is
                                                                                                            calculated based on
                                                                                                            the detailed construction
                                                                                                            blueprint and the
                                                                                                            calculation method
                                                                                                            approved by the PRC
                                                                                                            government for saleable
                                                                                                            GFA, after necessary
                                                                                                            adjustments;
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | for properties
                                                                                                            that are under planning,
                                                                                                            the stated GFA is
                                                                                                            based on the land
                                                                                                            grant contract and
                                                                                                            our internal projections.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Suppliers



Land Bank



In China, the supply of land is controlled
by the government. Since the early 2000s, the real estate industry in China has been transitioning from an arranged system
controlled by the PRC government to a more market-oriented system. At present, although the Chinese government still owns all
urban land in China, land use rights with terms up to 70 years, can be granted to, and owned or leased by, private individuals
and companies.



| | (a) | Land - under development
| | --- | ------------------------



In 2009, the Company successfully acquired
additional land use rights covering 180 acres through bidding on an auction held by the local Land Consolidation and Rehabilitation
Center of Hanzhong City. After the acquisition, the Company started the construction of its Mingzhu Garden project, which consisted
of two large sub projects: Mingzhu Nanyuan and Mingzhu Beiyuan. Both of these sub projects were further developed under multiple
phases. As of September 30, 2012, all of Mingzhu Nanyuan has been completed while most of Mingzhu Beiyuan was still under construction.



In March 2011, the Company entered
into a land transfer agreement with Hanzhong Guangxia Real Estate Development Limited (“Hanzhong”), which is a related
party controlled by our Chief Executive Officer and major shareholder Mr, Xiaojun Zhu. Pursuant to the agreement, Hanzhong agreed
to transfer land use rights covering 66 acres (GFA 44,000 square meters) to the Company at the fair value of RMB80,000,000 (approximately
$12,509,380) based on an independent valuation report. The Company paid the purchase price in full and received the land use
rights in March, 2011. The Company started construction of Mingzhu Beiyuan on this property during the third quarter of fiscal
2012. The construction of this project is expected to be completed in 2-3 years.



10







In May 2011, the Company successfully
acquired additional land use rights covering GFA 62,700 square meters through bidding on an auction held by the local Land Consolidation
and Rehabilitation Center of Hanzhong City. After the acquisition, the Company planned to start the construction of Oriental Pearl
Garden project. The Company started construction of Oriental Pearl Garden project on this property during the third quarter of
fiscal 2012. The construction of this project is expected to be completed in 2-3 years.



| | (b) | Land - under planning
| | --- | ---------------------



In May 2011, the Company entered into
a development agreement with the local government of Hanzhong City. Pursuant to the agreement, the Company is required to prepay
the development cost of RMB 119,700,000 (equivalent to $18,942,871) and obtain the right to acquire the land use rights through
public bidding. The prepaid development cost will be deducted from the final purchase price of the land use rights. As of September
30, 2012, a deposit of RMB20, 000,000 (equivalent to $3,165,058) had been paid by the Company with respect to such prepaid development
cost. The Company currently expects to make payment of the remaining development cost within the next twelve months based on the
government’s current work in process. Since the public bidding has not commenced, the Company has not yet acquired the property.



In August 2011, the Company entered into
a land transfer agreement with a non-affiliated party Hanzhong Shijin Real Estate Development Limited (“Shijin”).
Pursuant to the agreement, Shijin agreed to transfer certain land use rights to the Company for a total price of RMB 45,500,000
(equivalent to $7,114,711). As of September 30, 2012, a deposit of the full contract amount of RMB 45, 500,000 and a commission
of RMB 410,000 (equivalent to $7,265,390) was paid by the Company. The Company is in the process of applying for the land use
rights certificate.



On November 18, 2011, the Company won
two bids for certain land use rights by auction. The first bid is for the land use rights for a parcel of land inYang County for
total consideration of approximately RMB 60,824,600 (approximately $9,578,700). The land has a total area of 69,913 square meters.
The second bid is for the land use rights for another parcel of land in the same area in Yang County. The total consideration
for the second bid is approximately RMB 17,528,000 (equivalent to $2,760,300). The land has a total area of 20,863 square meters.
Both of these sets of acquired land use rights will be used for the construction of multi-layer residential buildings. As of September
30, 2012, the Company has paid RMB78, 761,600 (equivalent to $12,464,250). The remaining balance of $133,667 is expected to be
paid by March 31, 2013 when the Company receive the land use right certificates



All land transactions are required to
be reported to and authorized by local Bureau of Land and Natural Resources. As to real estate project design and construction
services, the Company typically selects the lowest-cost provider based on quality selected through an open bidding process. Such
service providers are numerous in China and the Company foresees no difficulties in securing alternative sources of services as
needed.



Other Suppliers



The Company uses various suppliers in the construction of its
projects. One supplier accounted for 29% and 20% of project expenditures for the years ended September 30, 2012 and 2011, respectively.



Competition



The real estate industry in China is highly
competitive. In the Tier 3 and Tier 4 cities and counties that we focus on the markets are relatively more fragmented than in
the Tier 1 or Tier 2 cities. We compete primarily with regional property developers and an increasing number of large national
property developers who have also started to enter these markets. Competitive factors include the geographical location of the
projects, the types of products offered, brand recognition, price, designing and quality. In the regional markets in which we
operate, our major competitors include three regional real estate developers:Wanbang Real Estate Development Co. Ltd., (“Wanbang”),
Jingtai Real Estate Development Co. Ltd.,(“Jingtai”) and Shaanxi Fenghui Real Estate Development Co. Ltd.,(“Fenghui”)
as well other national real estate developers including Evergrande Real Estate Group (“Evergrande”) who have also
started their projects in these local markets.



11







Nationally, there are numerous companies
that have real estate projects across China. There are over 55 housing and land development companies listed on the Shanghai and
Shenzhen Stock Exchanges. However, such companies usually undertake large scale projects and are unlikely to compete with the
Company for business as the Company targets small to medium sized projects in Tier 3 and Tier 4 cities and counties.



In the regional market, the Company’s
only direct competitor with meaningful market share in the market is Wanbang. This company generally undertakes medium and small
scale projects and focuses on development of commercial real estate properties, such as hotels and shopping centers. During the
past two years, Wanbang has developed about 300,000 square meters residential property in the North West of Hanzhong city.



Competitive Strengths:



We believe the following strengths allow us to compete effectively:



Well Positioned to Capture Opportunities in Tier 3 and Tier
4 Cities and Counties.



With the increase in consumer disposable income and urbanization
rates, a growing middle-income consumer market has emerged driving demand for affordable and high quality housing in many cities
across northwest China. We focus on building large communities of modern, mid-sized residential properties for this market segment
and have accumulated substantial knowledge and experience about the residential preferences and demands of mid-income customers.
We believe we can leverage our experience to capture the growth opportunities in the markets.



Standardized and Scalable Business Model.



Our business model focuses on a standardized property development
process designed for rapid asset turnover. We break up the overall process into well-defined stages and closely monitor costs
and development schedules through each stage. These stages include (i) identifying land, (ii) pre-planning and budgeting, (iii)
land acquisition, (iv) detailed project design, (v) construction management, (vi) pre-sales, sales and (vii) after-sale service.
We commence pre-planning and budgeting prior to the land acquisition, which enables us to acquire land at costs that meet our
pre-set investment targeted returns and to quickly begin the development process upon acquisition. Our enterprise resource planning
enables us to collect and analyze information on a real-time basis throughout the entire property development process. We utilize
our customer relationship management system to track customer profiles and sales to forecast future individual preferences and
market demand.



Experienced Management Team Supported by Trained and Motivated
Workforce.



Our CEO and founder Mr. Xiaojun Zhu has over 17 years’
experience in the real estate industry and has gained considerable strategic planning and business management expertise in the
past decade. Our management and workforce are well-trained and motivated. Employees receive on-going training in their areas of
specialization at our head office in Hanzhong.



Guangsha is also an “AAA Enterprise in Shaanxi Construction
Industry” as recognized by the Credit Association of Agricultural Bank of China, Shaanxi Branch.



Strategies



Our goal is to become the leading residential
property developer focused on China’s Tier 3 and Tier 4 cities and counties by implementing the following strategies:



Continue Expanding in Selected Tier 3
and Tier 4 Cities. We believe that Tier 3 and Tier 4 cities and counties present development opportunities that are well
suited for our scalable business model of rapid asset turnover. Furthermore, Tier 3 and Tier 4 cities and counties currently tend
to be in an early stage of market maturity and have fewer large national developers. We believe that the fragmented market and
relative abundance of land supply in Tier 3 and Tier 4 cities, as compared to Tier 1 and Tier 2 cities, offer more opportunities
for us to generate attractive margins. And we also believe that our experience affords us the opportunity to emerge as a leading
developer in these markets. In the near future, we plan to enter into other Tier 3 and Tier 4 cities that have:



12







| | · | Increasing urbanization
                                                                                                              rates and population
                                                                                                              growth;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | High economic
                                                                                                              growth and increasing
                                                                                                              individual income;
                                                                                                              and
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Sustainable
                                                                                                              land supply for
                                                                                                              future developments.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We plan to continue to closely monitor
our capital and cash positions and carefully manage our cost for land use rights, construction costs and operating expenses. We
believe that we will be able to use our working capital more efficiently by adhering to prudent cost management, which will help
to maintain our profit margins. When selecting a property project for development, we will continue to follow our established
internal evaluation process, including utilizing the analysis and input of our experienced management team and choosing third-party
contractors through a tender process open only to bids which meet our budgeted costs.



Quality Control



We emphasize quality control to ensure
that our buildings and residential units meet our standards and provide high quality service. We select only experienced design
and construction companies. We, through our contracts with construction contractors, provide customers with warranties covering
the building structure and certain fittings and facilities of our property developments in accordance with the relevant regulations.
To ensure construction quality, our construction contracts contain quality warranties and penalty provisions for poor work quality.
In the event of delay or poor work quality, the contractor may be required to pay pre-agreed damages under our construction contracts.
Our construction contracts do not allow our contractors to subcontract or transfer their contractual arrangements with us to third
parties. We typically withhold 2% of the agreed construction fees for two to five years after completion of the construction as
security to guarantee quality, which provides us with assurance for our contractors’ work quality.



Our contractors are also subject to our
quality control procedures, including examination of materials and supplies, on-site inspection and production of progress reports.
We require our contractors to comply with relevant PRC laws and regulations, as well as our own standards and specifications.
We set up a profile for each and every unit constructed and monitor the quality of such unit throughout its construction period
until its delivery. We also employ independent surveyors to supervise the construction progress. In addition, the construction
of real estate projects is regularly inspected and supervised by the PRC governmental authorities.



Environmental Matters



As a developer of property in the PRC,
we are subject to various environmental laws and regulations set by the PRC national, provincial and municipal governments. These
include regulations on air pollution, noise emissions, as well as water and waste discharge.  As of September 30, 2012,
we have never paid any penalties associated with the breach of any such laws and regulations. Compliance with existing environmental
laws and regulations has not had a material adverse effect on our financial condition and results of operations, and we do not
believe it will have such an impact in the future.



Our projects are normally required to
undergo an environmental impact assessment by government-appointed third parties, and a report of such assessment needs to be
submitted to the relevant environmental authorities in order to obtain their approval before commencing construction.



Upon completion of each project, the relevant
environmental authorities inspect the site to ensure the applicable environmental standards have been complied with, and the resulting
report is presented together with other specified documents to the relevant construction administration authorities for their
approval and record. Approval from the environmental authorities on such report is required before we can deliver our completed
work to our customers. As of September 30, 2012, we have not experienced any difficulties in obtaining those approvals for commencement
of construction and delivery of completed projects.



13







Employees



We currently have 116 full-time staff and employees.



|Department               
|-------------------------
|Management               
|Accounting staff         
|Sales and marketing staff
|Administrative           
|Total                    



14







ITEM 1A.  RISK FACTORS



Risks Relating to Our Business



Our business is sensitive to China
economy and China real estate policies. A downturn in China economy and restrictive real estate polices could materially and adversely
affect our revenues and results of operations.



Any slowdown in China’s economic
development might lead to tighter credit markets, increased market volatility, sudden drops in business and consumer confidence
and dramatic changes in business and consumer behaviors. As exports slowed, China’s reported GDP growth dropped to 7.6%
year on year in the second quarter ended June 30, 2012 from 8.1% in the first quarter of 2012, and GDP growth further dropped
to 7.4% year on year in the third quarter ended September 30, 2012, prompting the government to loosen economic policy to support
growth. The current package of economic support policies is designed to stabilize the economy against slowing exports and to ensure
the full-year official target of 7.5% GDP growth is met. Ongoing government regulatory measures, including the “Ten National
Notices” announced in 2010, the “Eight National Notices” and property tax approved in January 2011, have brought
the PRC property market further down to the bottom in the first nine months of 2012. In response to their perceived uncertainty
in economic conditions, consumers might delay, reduce or cancel purchases of homes, and our homebuyers may also defer, reduce
or cancel purchases of our units and our results of operations may be materially and adversely affected.



If we are unable to successfully manage
our expansion into other Tier 3 and Tier 4 cities, we will not be able to execute our business plan.



Historically, our business and operations
have been concentrated in Hanzhong City and other surrounding counties. If we are unable to successfully develop and sell projects
outside Hanzhong City, our future growth may be limited and we may not generate adequate returns to cover our investments in these
Tier 3 and Tier 4 cities. In addition, as we expand our operations to Tier 3 and Tier 4 cities with higher land prices, our costs
may increase, which may lead to a decrease in our profit margin.



We require substantial capital resources
to fund our land use rights acquisition and property developments, which may not be available.



Property development is capital intensive.
Our ability to secure sufficient financing for land use rights acquisition and property development depends on a number of factors
that are beyond our control, including market conditions in the capital markets, the PRC economy and the PRC government regulations
that affect the availability and cost of financing for real estate companies.



In order to strengthen liquidity management
and regulate money and credit supply, the People’s Bank of China raised the RMB reserve requirement ratio for depository
financial institutions from 13.5% as of September 30, 2009 to 18.5%, effective on December 20, 2010. Prior to December 2011,
the People’s Bank of China raised the reserve requirement ratio by an additional 1.5%. Effective on December 5, 2011, the
People’s Bank of China reduced the RMB reserve requirement ratio by 0.5%. Effective on February 24, 2012 and May 18, 2012,
People’s Bank of China decided to further cut the RMB reserve requirement ratio by 0.5% twice. The reserve requirement ratio
refers to the amount of funds that banks must hold in reserve against deposits made by their customers. These increases in the
reserve requirement ratio have reduced the amount of commercial bank credit available to businesses in China, including us.



We may be unable to acquire desired
development sites at commercially reasonable costs.



Our revenue depends on the completion
and sale of our projects, which in turn depends on our ability to acquire development sites. Our land use rights costs are a major
component of our cost of real estate sales and increases in such costs could diminish our gross margin. In China, the PRC government
controls the supply of land and regulates land sales and transfers in the secondary market. As a result, the policies of the PRC
government, including those related to land supply and urban planning, affect our ability to acquire, and our costs of acquiring,
land use rights for our projects. In recent years, the PRC government has introduced various measures attempting to moderate investment
in the property market in China.



15







Although we believe that these measures
are generally targeted at the luxury property market and speculative purchases of land and properties, the PRC government could
introduce other measures in the future that may adversely affect our ability to obtain land for development. We currently acquire
our development sites primarily by bidding for government land. Under current regulations, land use rights acquired from government
authorities for commercial and residential development purposes must be purchased through a public tender, auction or listing-for-sale.
Competition in these bidding processes has resulted in higher land use rights costs for us. We may also need to acquire land use
rights through acquisition, which could increase our costs. Moreover, the supply of potential development sites in any given city
will diminish over time and we may find it increasingly difficult to identify and acquire attractive development sites at commercially
reasonable costs in the future.



We provide guarantees for the mortgage
loans of our customers which expose us to risks of default by our customers.



We pre-sell properties before actual completion
and, in accordance with industry practice, our customers’ mortgage banks require us to guarantee our customers’ mortgage
loans. Typically, we provide guarantees to PRC banks with respect to loans procured by the purchasers of our properties for the
total mortgage loan amount until the completion of the registration of the mortgage with the relevant mortgage registration authorities,
which generally occurs within six to twelve months after the purchasers take possession of the relevant properties. In line with
what we believe to be industry practice, we rely on the credit evaluation conducted by mortgagee banks and do not conduct our
own independent credit checks on our customers. The mortgagee banks typically require us to maintain, as restricted cash, 5% to
10% of the mortgage proceeds paid to us as security for our obligations under such guarantees (the security deposit).



If a purchaser defaults on its payment
obligations during the term of our guarantee, the mortgagee bank may deduct the delinquent mortgage payment from the security
deposit. If the delinquent mortgage payments exceed the security deposit, the banks may require us to pay the excess amount. If
multiple purchasers default on their payment obligations at around the same time, we will be required to make significant payments
to the banks to satisfy our guarantee obligations. If we are unable to resell the properties underlying defaulted mortgages on
a timely basis or at prices higher than the amounts of our guarantees and related expenses, we will suffer financial losses.



We rely on third-party contractors.



Substantially all of our project construction
and related work are outsourced to third-party contractors. We are exposed to risks that the performance of our contractors may
not meet our standards or specifications. Negligence or poor work quality by any contractors may result in defects in our buildings
or residential units, which could in turn cause us to suffer financial losses, harm our reputation or expose us to third-party
claims. We work with multiple contractors on different projects and we cannot guarantee that we can effectively monitor their
work at all times.



Although our construction and other contracts
contain provisions designed to protect us, we may be unable to successfully enforce these rights and, even if we are able to successfully
enforce these rights, the third-party contractor may not have sufficient financial resources to compensate us. Moreover, the contractors
may undertake projects from other property developers, engage in risky undertakings or encounter financial or other difficulties,
such as supply shortages, labor disputes or work accidents, which may cause delays in the completion of our property projects
or increases in our costs.



We may be unable to complete our property
developments on time or at all.



The progress and costs for a development
project can be adversely affected by many factors, including, without limitation:



| | · | delays in obtaining
                                                                                                             necessary licenses,
                                                                                                             permits or approvals
                                                                                                             from government agencies
                                                                                                             or authorities;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



16







| | · | shortages of
                                                                                                             materials, equipment,
                                                                                                             contractors and skilled
                                                                                                             labor;
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | disputes with
                                                                                                             our third-party contractors;
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | failure by our
                                                                                                             third-party contractors
                                                                                                             to comply with our
                                                                                                             designs, specifications
                                                                                                             or standards;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | difficult geological
                                                                                                             situations or other
                                                                                                             geotechnical issues;
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | onsite labor
                                                                                                             disputes or work
                                                                                                             accidents; and natural
                                                                                                             catastrophes or adverse
                                                                                                             weather conditions.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Any construction delays, or failure to
complete a project according to our planned specifications or budget, may delay our property sales, which could harm our revenues,
cash flows and our reputation.



Changes of laws and regulations with respect to pre-sales
may adversely affect our cash flow position and performance.



We depend on cash flows from pre-sale
of properties as an important source of funding for our property projects and servicing our indebtedness. Under current PRC laws
and regulations, property developers must fulfill certain conditions before they can commence pre-sale of the relevant properties
and may only use pre-sale proceeds to finance the construction of specific developments.



Our results of operations may fluctuate
from period to period.



Our results of operations tend to fluctuate
from period to period. The number of properties that we can develop or complete during any particular period is limited due to
the substantial capital required for land acquisition and construction, as well as the lengthy development periods required before
positive cash flows may be generated. In addition, several properties that we have developed or that are under development are
large scale and are developed in multiple phases over the course of one to several years. The selling prices of the residential
units in larger scale property developments tend to change over time, which may impact our sales proceeds and, accordingly, our
revenues for any given period.



We rely on our key management members.



We depend on the services provided by
key management members. Competition for management talent is intense in the property development sector. In particular, we are
highly dependent on Mr. Xiaojun Zhu, our founder, Chairman and Chief Executive Officer. We do not maintain key employee insurance.
In the event that we lose the services of any key management member, we may be unable to identify and recruit suitable successors
in a timely manner or at all, which will adversely affect our business and operations. Moreover, we need to employ and retain
more management personnel to support our expansion into other Tier 3 and Tier 4 cities and counties. If we cannot attract and
retain suitable human resources, especially at the management level, our business and future growth will be adversely affected.



Increases in the price of raw materials
may increase our cost of sales and reduce our earnings.



Our third-party contractors are responsible
for procuring almost all of the raw materials used in our project developments. Our construction contracts typically provide for
fixed or capped payments, but the payments are subject to changes in government-suggested steel prices. The increase in steel
prices could result in an increase in our construction cost. In addition, the increases in the price of raw materials, such as
cement, concrete blocks and bricks, in the long run could be passed on to us by our contractors, which will increase our construction
cost. Any such cost increase could reduce our earnings to the extent we are unable to pass these increased costs to our customers.



17







Any unauthorized use of our brand or
trademark may adversely affect our business.



We own trademarks for “汉中广厦”,
in the form of Chinese characters and our company logo. We rely on the PRC intellectual property and anti-unfair competition laws
and contractual restrictions to protect brand name and trademarks. We believe our brand, trademarks and other intellectual property
rights are important to our success. Any unauthorized use of our brand, trademarks and other intellectual property rights could
harm our competitive advantages and business. Historically, China has not protected intellectual property rights to the same extent
as the United States, and infringement of intellectual property rights continues to pose a serious risk of doing business in China.
Monitoring and preventing unauthorized use is difficult. The measures we take to protect our intellectual property rights may
not be adequate. Furthermore, the application of laws governing intellectual property rights in China and abroad is uncertain
and evolving, and could involve substantial risks to us. If we are unable to adequately protect our brand, trademarks and other
intellectual property rights, our reputation may be harmed and our business may be adversely affected.



We may fail to obtain, or may experience
material delays in obtaining necessary government approvals for any major property development, which will adversely affect our
business.



The real estate industry is strictly regulated
by the PRC government. Property developers in China must abide by various laws and regulations, including implementation rules
promulgated by local governments to enforce these laws and regulations. Before commencing, and during the course of, development
of a property project, we need to apply for various licenses, permits, certificates and approvals, including land use rights certificates,
construction site planning permits, construction work planning permits, construction permits, pre-sale permits and completion
acceptance certificates. We need to satisfy various requirements to obtain these certificates and permits. To date, we have not
encountered serious delays or difficulties in the process of applying for these certificates and permits, but we cannot guarantee
that we will not encounter serious delays or difficulties in the future. In the event that we fail to obtain the necessary governmental
approvals for any of our major property projects, or a serious delay occurs in the government’s examination and approval
progress, we may not be able to maintain our development schedule and our business and cash flows may be adversely affected.



We may forfeit land to the PRC government if we fail to
comply with procedural requirements applicable to land grants from the government or the terms of the land use rights grant contracts.



According to the relevant PRC regulations,
if we fail to develop a property project according to the terms of the land use rights grant contract, including those relating
to the payment of land premiums, specified use of the land and the time for commencement and completion of the property development,
the PRC government may issue a warning, may impose a penalty or may order us to forfeit the land. Specifically, under current
PRC law, if we fail to commence development within one year after the commencement date stipulated in the land use rights grant
contract, the relevant PRC land bureau may issue a warning notice to us and impose an idle land fee on the land of up to 20% of
the land premium. If we fail to commence development within two years, the land will be subject to forfeiture to the PRC government,
unless the delay in development is caused by government actions or force majeure. Even if the commencement of the land development
is compliant with the land use rights grant contract, if the developed GFA on the land is less than one-third of the total GFA
of the project or the total capital invested is less than one-fourth of the total investment of the project and the suspension
of the development of the land continues for more than one year without government approval, the land will also be treated as
idle land and be subject to penalty or forfeiture. We cannot assure you that circumstances leading to significant delays in our
development schedule or forfeiture of land will not arise in the future. If we forfeit land, we will not only lose the opportunity
to develop the property projects on such land, but may also lose all past investments in such land, including land premiums paid
and development costs incurred.



Any non-compliant GFA of our uncompleted
and future property developments will be subject to governmental approval and additional payments.



The local government authorities inspect
property developments after their completion and issue the completion acceptance certificates if the developments are in compliance
with the relevant laws and regulations. If the total constructed GFA of a property development exceeds the GFA originally authorized
in the relevant land grant contracts or construction permit, or if the completed property contains built-up areas that do not
conform with the plan authorized by the construction permit, the property developer may be required to pay additional amounts
or take corrective actions with respect to such non-compliant GFA before a completion acceptance certificate can be issued to
the property development.



18







Our failure to assist our customers
in applying for property ownership certificates in a timely manner may lead to compensatory liabilities to our customers.



We are required to meet various requirements
within 90 days after delivery of property, or such other period contracted with our customers, in order for our customers to apply
for their property ownership certificates, including passing various governmental clearances, formalities and procedures. Under
our sales contract, we are liable for any delay in the submission of the required documents as a result of our failure to meet
such requirements, and are required to compensate our customers for delays. In the case of serious delays on one or more property
projects, we may be required to pay significant compensation to our customers and our reputation may be adversely affected.



We are subject to potential environmental
liability.



We are subject to a variety of laws and
regulations concerning the protection of health and the environment. The particular environmental laws and regulations that apply
to any given development site vary significantly according to the site’s location and environmental condition, the present
and former uses of the site and the nature of the adjoining properties. Environmental laws and conditions may result in delays,
may cause us to incur substantial compliance and other costs and can prohibit or severely restrict project development activity
in environmentally-sensitive regions or areas. Although the environmental investigations conducted by local environmental authorities
have not revealed any environmental liability that we believe would have a material adverse effect on our business, financial
condition or results of operations to date, it is possible that these investigations did not reveal all environmental liabilities
and that there are material environmental liabilities of which we are unaware. We cannot assure you that future environmental
investigations will not reveal material environmental liability. Also, we cannot assure you that the PRC government will not change
the existing laws and regulations or impose additional or stricter laws or regulations, the compliance with which may cause us
to incur significant capital expenditure.



We have never paid cash dividends and
are not likely to do so in the foreseeable future.



We have never declared or paid any cash
dividends on our common stock. We currently intend to retain any future earnings for use in the operation and expansion of our
business. We do not expect to pay any cash dividends in the foreseeable future but will review this policy as circumstances dictate.



We need to improve our internal financial
reporting controls.  If we are unable to establish appropriate internal financial reporting controls and procedures,
it could cause us to fail to meet our reporting obligations, subject us to regulatory scrutiny and sanction, cause investors to
lose confidence in our reported financial information and have a negative effect on the market price for shares of our common
stock.



Effective internal controls are necessary
for us to provide reliable financial reports and effectively prevent fraud. We maintain a system of internal control over financial
reporting, which is defined as a process designed by, or under the supervision of, our principal executive officer and principal
financial officer, or persons performing similar functions, and effected by our board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles.



We cannot assure you that we will not,
in the future, identify areas requiring improvement in our internal control over financial reporting. We cannot assure you that
the measures we will take to remediate any areas in need of improvement will be successful or that we will implement and maintain
adequate controls over our financial processes and reporting in the future as we continue our growth.



As a public company, we are required
to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act of 2002. If we fail
to comply with the reporting obligations of the Exchange Act and Section 404 of the Sarbanes-Oxley Act or if we fail to maintain
adequate internal controls over financial reporting, our business, results of operations and financial condition could be materially
adversely affected.



19







As a public company, we are required to
comply with the periodic reporting obligations of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
including preparing annual reports and quarterly reports. Our failure to prepare and disclose this information in a timely manner
could subject us to penalties under U.S. federal securities laws, expose us to lawsuits and restrict our ability to access financing.
In addition, we are required under applicable law and regulations to design and implement internal controls over financial reporting,
and evaluate our existing internal controls with respect to the standards adopted by the U.S. Public Company Accounting Oversight
Board.



We cannot assure you that we will not
identify control deficiencies that may constitute significant deficiencies or material weaknesses in our internal controls in
the future. As a result, we may be required to implement further remedial measures and to design enhanced processes and controls
to address issues identified through future reviews. This could result in significant delays and costs to us and require us to
divert substantial resources, including management time, from other activities.



If we do not fully remediate the material
weaknesses identified by management or fail to maintain the adequacy of our internal controls in the future, we may not be able
to ensure that we can conclude on an ongoing basis that we have effective internal controls over financial reporting in accordance
with the Sarbanes-Oxley Act. Moreover, effective internal controls are necessary for us to produce reliable financial reports
and are important to help prevent fraud. As a result, any failure to satisfy the requirements of Section 404 on a timely
basis could result in the loss of investor confidence in the reliability of our financial statements, which in turn could harm
our business and negatively impact the trading price of our common stock.



Risk Relating to the Residential Property
Industry in China



The PRC government may adopt further
restrictive measures to slow the increase in prices of real property and real property development.



Along with the economic growth in China,
investments in the property sectors have increased significantly in the past few years. In response to concerns over the scale
of the increase in property investments, the PRC government has introduced policies to curtail property development. We believe
those regulations, among others, significantly affect the property industry in China.



These restrictive regulations and measures
could increase our operating costs in adapting to these regulations and measures, limit our access to capital resources or even
restrict our business operations. We cannot be certain that the PRC government will not issue additional and more stringent regulations
or measures, which could further slowdown property development in China and adversely affect our business and prospects.



We are heavily dependent on the performance
of the residential property market in China, which is at a relatively early development stage.



The residential property industry in the
PRC is still in a relatively early stage of development. Although demand for residential property in the PRC has been growing
rapidly in recent years, such growth is often coupled with volatility in market conditions and fluctuation in property prices.
It is extremely difficult to predict how much and when demand will develop, as many social, political, economic, legal and other
factors, most of which are beyond our control, may affect the development of the market. The level of uncertainty is increased
by the limited availability of accurate financial and market information as well as the overall low level of transparency in the
PRC, especially in Tier 3 and 4 cities which have lagged in progress in these aspects when compared to Tier 1 cities.



The lack of a liquid secondary market for residential property
may discourage investors from acquiring new properties. The limited amount of property mortgage financing available to PRC individuals
may further inhibit demand for residential developments.



20







We face intense competition from other
real estate developers.



The property industry in the PRC is highly
competitive. In the Tier 3 and Tier 4 cities we focus on, local and regional property developers are our major competitors, and
an increasing number of large state-owned and private national property developers have started entering these markets. Many of
our competitors, especially the state-owned and private national property developers, are well capitalized and have greater financial,
marketing and other resources than we have. Some also have larger land banks, greater economies of scale, broader name recognition,
a longer track record and more established relationships in certain markets. In addition, the PRC government’s recent measures
designed to reduce land supply further increased competition for land among property developers.



Competition among property developers
may result in increased costs for the acquisition of land for development, increased costs for raw materials, shortages of skilled
contractors, oversupply of properties, decrease in property prices in certain parts of the PRC, a slowdown in the rate at which
new property developments will be approved and/or reviewed by the relevant government authorities and an increase in administrative
costs for hiring or retaining qualified personnel, any of which may adversely affect our business and financial condition. Furthermore,
property developers that are better capitalized than we are may be more competitive in acquiring land through the auction process.
If we cannot respond to changes in market conditions as promptly and effectively as our competitors, or effectively compete for
land acquisition through the auction systems and acquire other factors of production, our business and financial condition will
be adversely affected.



In addition, risk of property over-supply
is increasing in parts of China, where property investment, trading and speculation have become overly active. We are exposed
to the risk that in the event of actual or perceived over-supply, property prices may fall drastically, and our revenue and profitability
will be adversely affected.



We may be deemed a PRC resident enterprise
for PRC tax purposes under the new Enterprise Income Tax Law, which could result in the imposition of a 25% enterprise income
tax payable on our taxable global income.



On March 16, 2007, the National People’s
Congress of the PRC passed the Enterprise Income Tax Law of the PRC (‘‘New Income Tax Law’’), which took
effect on January 1, 2008. On December 6, 2007, the Implementation Rules of Enterprise Income Tax Law of the PRC (‘‘Implementation
Rules’’) were also enacted, and took effect on January 1, 2008. In accordance with the new laws and regulations, a
unified enterprise income tax rate of 25% and unified tax deduction standards will be applied equally to both domestic enterprises
and foreign-invested enterprises.



Under the New Income Tax Law and the Implementation
Rules, enterprises established under the laws of foreign jurisdictions other than the PRC may nevertheless be considered as PRC-resident
enterprises for tax purposes if these enterprises have their ‘‘de facto management body’’ within the PRC.
Under the Implementation Rules, ‘‘de facto management body’’ is defined as a body that has material and
overall management and control over the manufacturing and business operations, personnel and human resources, finances and treasury,
and acquisition and disposition of properties and other assets of an enterprise. At present, it is unclear what factors will be
used by the PRC tax authorities to determine whether we are a ‘‘de facto management body’’ in China. All
of our management personnel are located in the PRC, and all of our revenues arise from our operations in China. If the PRC tax
authorities determine that we are a PRC resident enterprise, we will be subject to PRC tax on our worldwide income at the 25%
uniform tax rate, which may have a material adverse effect on our financial condition and results of operations. Notwithstanding
the foregoing provision, the New Income Tax Law also provides that, if a PRC resident enterprise already invests in another PRC
resident enterprise, the dividends received by the investing resident enterprise from the invested resident enterprise are exempt
from income tax, subject to certain qualifications. Therefore, if we are classified as a PRC resident enterprise, the dividends
received from our PRC subsidiaries may be exempt from income tax. However, due to the limited history of the New Income Tax Law,
it is unclear as to (i) the detailed qualification requirements for such exemption and (ii) whether dividend payments by our PRC
subsidiaries to us will meet such qualification requirements, even if we are considered a PRC resident enterprise for tax purposes.



In addition, the local taxing authority
of Hanzhong City has the power to assess corporate taxes annually on local enterprises at a pre-determined fixed rate as an incentive
to stimulate the local economy and encourage entrepreneurship.  In 2012 and 2011, the Hanzhong City taxing authority
assessed the Company for income taxes at the rate of 1.25% to 2.5% on revenue, instead of the statutory rate of 25%. As a result,
income tax expenses for the year ended September 30, 2012 were significantly lower than they would have been had the Company been
assessed at the statutory rate.  If the Company were assessed at the statutory rate of 25%, the Company’s tax
expenses would increase significantly which could significantly reduce the Company’s net income.



21







We face uncertainty from the Circular on Strengthening the
Administration of Enterprise Income Tax on Non-resident Enterprises' Share Transfer (“Circular 698”) released in December
2009 by China's State Administration of Taxation (SAT), effective as of January 1, 2008.



Where a foreign investor indirectly transfers
equity interests in a Chinese resident enterprise by selling the shares in an offshore holding company, and the latter is located
in a country (jurisdiction) where the effective tax burden is less than 12.5% or where the offshore income of her residents is
not taxable, the foreign investor is required to provide the tax authority in charge of that Chinese resident enterprise with
the relevant information within 30 days of the transfers.



Where a foreign investor indirectly transfers
equity interests in a Chinese resident enterprise through the abuse of form of organization and there are no reasonable commercial
purposes such that the corporate income tax liability is avoided, the tax authority has the power to re-assess the nature of the
equity transfer in accordance with the “substance-over-form” principle and deny the existence of the offshore holding
company that is used for tax planning purposes.



“Income derived from equity transfers”
as mentioned in this circular refers to income derived by non-resident enterprises from direct or indirect transfers of equity
interest in China resident enterprises, excluding share in Chinese resident enterprises that are bought and sold openly on the
stock exchange.



While the term "indirectly transfer"
is not defined, we understand that the relevant PRC tax authorities have jurisdiction regarding requests for information over
a wide range of foreign entities having no direct contact with China. The relevant authority has not yet promulgated any formal
provisions or formally declared or stated how to calculate the effective tax in the country (jurisdiction) and the process of
the disclosure to the tax authority in charge of that Chinese resident enterprise. Meanwhile, there are no formal declarations
with regard to how to decide “abuse of form of organization” and “reasonable commercial purpose,” which
can be utilized by us to determine if our company complies with the Circular 698.



Failure to comply with PRC regulations
relating to the establishment of offshore special purpose companies by PRC residents may materially adversely affect us.



In October 2005, the PRC State Administration
of Foreign Exchange, or SAFE, issued the Notice on Relevant Issues in the Foreign Exchange Control over Financing and Return Investment
Through Special Purpose Companies by Residents Inside China, generally referred to as Circular 75. The policy announced in this
notice required PRC residents to register with the relevant SAFE branch before establishing or acquiring control over an offshore
special purpose company, or SPV, for the purpose of engaging in an equity financing outside of China on the strength of domestic
PRC assets originally held by those residents. Internal implementing guidelines issued by SAFE, which became public in May 2007
(known as Circular 106), expanded the reach of Circular 75. In the case of an SPV which was established, and which acquired a
related domestic company or assets, before the implementation date of Circular 75, a retroactive SAFE registration was required
to have been completed before March 31, 2006; this date was subsequently extended indefinitely by Circular 106, which also required
that the registrant establish that all foreign exchange transactions undertaken by the SPV and its affiliates were in compliance
with applicable laws and regulations. Failure to comply with the requirements of Circular 75, as applied by SAFE in accordance
with Circular 106, may result in fines and other penalties under PRC laws for evasion of applicable foreign exchange restrictions.
Any such failure could also result in the SPV’s affiliates being impeded or prevented from distributing their profits and
the proceeds from any reduction in capital, share transfer or liquidation to the SPV, or from engaging in other transfers of funds
into or out of China.



We have requested our shareholders who
are PRC residents to make the necessary applications, filings and amendments as required under Circular 75 and other related rules.
We attempt to comply, and attempt to ensure that our shareholders who are subject to these rules comply, with the relevant requirements.
However, we cannot provide any assurances that our shareholders who are PRC residents will comply with our request to make or
obtain any applicable registrations or comply with other requirements required by Circular 75 or other related rules or that,
if challenged by government agencies, the structure of our organization fully complies with all applicable registrations or approvals
required by Circular 75. Moreover, because of uncertainty over how Circular 75 will be interpreted and implemented, and how or
whether SAFE will apply it to us, we cannot predict how it will affect our business operations or future strategies. A failure
by such PRC resident shareholders or future PRC resident shareholders to comply with Circular 75 or other related rules, if SAFE
requires it, could subject these PRC resident shareholders to fines or legal sanctions, restrict our overseas or cross-border
investment activities, limit our subsidiaries’ ability to make distributions or pay dividends or affect our ownership structure,
which could adversely affect our business and prospects.



22







PRC economic, political and social
conditions as well as government policies can affect our business.



The PRC economy differs from the economies
of most developed countries in many aspects, including:



●          political
structure;



●          degree
of government involvement;



●          degree
of development;



●          level
and control of capital reinvestment;



●          control
of foreign exchange; and



●          allocation
of resources.



The PRC economy has been transitioning
from a centrally planned economy to a more market-oriented economy. For more than two decades, the PRC government has implemented
economic reform measures emphasizing utilization of market forces in the development of the PRC economy. Although we believe these
reforms will have a positive effect on China’s overall and long-term development, we cannot predict whether changes in the
PRC economic, political and social conditions, laws, regulations and policies will have any adverse effect on our current or future
business, financial condition or results of operations.



Changes in foreign exchange regulations may adversely affect
our results of operations.



We currently receive all of our revenues
in RMB. The PRC government regulates the conversion between RMB and foreign currencies. Over the years, the government has significantly
reduced its control over routine foreign exchange transactions under current accounts, including trade and service related foreign
exchange transactions, payment of dividends and service of foreign debt. However, foreign exchange transactions by our PRC subsidiaries
under capital accounts continue to be subject to significant foreign exchange controls and require the approval of, or registration
with, PRC governmental authorities. There can be no assurance that these PRC laws and regulations on foreign investment will not
cast uncertainties on our financing and operating plans in China. Under current foreign exchange regulations in China, subject
to the relevant registration at SAFE, we will be able to pay dividends in foreign currencies, without prior approval from SAFE,
by complying with certain procedural requirements. However, there can be no assurance that the current PRC foreign exchange policies
regarding debt service and payment of dividends in foreign currencies will continue in the future. Changes in PRC foreign exchange
policies might have a negative impact on our ability to service our foreign currency-denominated indebtedness and to distribute
dividends to our shareholders in foreign currencies.



Interpretation of PRC laws and regulations
involves uncertainty.



Our core business is conducted within
China and is governed by PRC laws and regulations. The PRC legal system is based on written statutes, and prior court decisions
can only be used as a reference. Since 1979, the PRC government has promulgated laws and regulations in relation to economic matters
such as foreign investment, corporate organization and governance, commerce, taxation and trade, with a view to developing a comprehensive
system of commercial law, including laws relating to property ownership and development. However, due to the fact that these laws
and regulations have not been fully developed, and because of the limited volume of published cases and the non-binding nature
of prior court decisions, interpretation of PRC laws and regulations involves a degree of uncertainty. Some of these laws may
be changed without being immediately published or may be amended with retroactive effect. Depending on the government agency or
how an application or case is presented to such agency, we may receive less favorable interpretations of laws and regulations
than our competitors, particularly if a competitor has long been established in the locality of, and has developed a relationship
with, such agency. In addition, any litigation in China may be protracted and result in substantial costs and diversion of resources
and management attention. All these uncertainties may cause difficulties in the enforcement of our land use rights, entitlements
under its permits, and other statutory and contractual rights and interests.



23







The Chinese government exerts substantial
influence over the manner in which we must conduct our business activities.



China only recently has permitted provincial
and local economic autonomy and private economic activities, and, as a result, we are dependent on our relationship with the local
government in the province in which we operate our business. Chinese government has exercised and continues to exercise substantial
control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in China
may be harmed by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use
rights, property and other matters. We believe that our operations in China are in material compliance with all applicable legal
and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations
or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance
with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue
to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation
of economic policies, could have a significant effect on economic conditions in China or particular regions thereof, and could
require us to divest ourselves of any interest we then hold in Chinese properties.



Future inflation in China may inhibit
our activity to conduct business in China.



In recent years, the Chinese economy has
experienced periods of rapid expansion and high rates of inflation. During the past ten years, the rate of inflation in China
has been as high as 20.7% and as low as -2.2%. These factors have led to the adoption by the Chinese government, from time to
time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation.
While inflation has been more moderate since 1995, high inflation may in the future cause Chinese government to impose controls
on credit and/or prices, or to take other action, which could inhibit economic activity in China, and thereby harm the market
for our products.



Because Chinese law governs almost
all of our material agreements, we may not be able to enforce our legal rights within China or elsewhere, which could result in
a significant loss of business, business opportunities, or capital.



Chinese law governs almost all of our
material agreements. We cannot assure you that we will be able to enforce any of our material agreements or that remedies will
be available outside of China. The system of laws and the enforcement of existing laws in China may not be as certain in implementation
and interpretation as in the United States. The inability to enforce or obtain a remedy under any of our current or future agreements
could result in a significant loss of business, business opportunities or capital. It will be extremely difficult to acquire jurisdiction
and enforce liabilities against our officers, directors and assets based in China.



Substantially all of our assets are located
in the PRC and all of our officers and most of our present directors reside outside of the United States.  As a result,
it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors
or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors
and officers under Federal securities laws. Moreover, we have been advised that China does not have treaties providing for the
reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties
now in effect between the United States and China would permit effective enforcement of criminal penalties of the Federal securities
laws.



Failure to comply with the United States Foreign Corrupt
Practices Act could subject us to penalties and other adverse consequences.



24







We are subject to the United States Foreign
Corrupt Practices Act, which generally prohibits United States companies from engaging in bribery or other prohibited payments
to foreign officials for the purpose of obtaining or retaining business. Foreign companies, including some that may compete with
us, are not subject to these prohibitions. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur
from time-to-time in the PRC. We can make no assurance, however, that our employees or other agents will not engage in such conduct
for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could
suffer severe penalties and other consequences that may have a material adverse effect on our business, financial condition and
results of operations.



We may have difficulty establishing
adequate management, legal and financial controls in the PRC.



The PRC historically has been deficient
in Western style management and financial reporting concepts and practices, as well as in modern banking, computer and other control
systems. We may have difficulty in hiring and retaining a sufficient number of qualified employees to work in the PRC. As a result
of these factors, we may experience difficulty in establishing management, legal and financial controls, collecting financial
data and preparing financial statements, books of account and corporate records and instituting business practices that meet Western
standards. We may have difficulty establishing adequate management, legal and financial controls in the PRC.



Risks Relating to our Securities



We may be subject to the penny stock
rules which will make the shares of our common stock more difficult to sell.



We may be subject now and in the future
to the SEC’s “penny stock” rules if our shares of common stock sell below $1.00 per share. Penny stocks generally
are equity securities with a price of less than $1.00. The penny stock rules require broker-dealers to deliver a standardized
risk disclosure document prepared by the SEC which provides information about penny stocks and the nature and level of risks in
the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock,
the compensation of the broker-dealer and its salesperson, and monthly account statements showing the market value of each penny
stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information
must be given to the customer orally or in writing prior to completing the transaction and must be given to the customer in writing
before or with the customer's confirmation.



In addition, the penny stock rules require
that prior to a transaction, the broker-dealer must make a special written determination that the penny stock is a suitable investment
for the purchaser and receive the purchaser's written agreement to the transaction. The penny stock rules are burdensome and may
reduce purchases of any offerings and reduce the trading activity for shares of our common stock. As long as our shares of common
stock are subject to the penny stock rules, the holders of such shares of common stock may find it more difficult to sell their
securities.



Our shares of common stock are very
thinly traded, and the price if traded may not reflect our value. There can be no assurance that there will be an active market
for our shares of common stock either now or in the future.



Our shares of common stock are very thinly
traded, and the price if traded may not reflect our value. There can be no assurance that there will be an active market for our
shares of common stock either now or in the future. The market liquidity will be dependent on the perception of our operating
business and any steps that our management might take to bring us to the awareness of investors. There can be no assurance given
that there will be any awareness generated. Consequently, investors may not be able to liquidate their investment or liquidate
it at a price that reflects the value of the business. If a more active market should develop, the price may be highly volatile.
Because there may be a low price for our shares of common stock, many brokerage firms may not be willing to effect transactions
in the securities. Even if an investor finds a broker willing to effect a transaction in the shares of our common stock, the combination
of brokerage commissions, transfer fees, taxes, if any, and any other selling costs may exceed the selling price. Further, many
lending institutions will not permit the use of such shares of common stock as collateral for any loans.



25







ITEM 1B.  Unresolved Staff Comments



None.



ITEM 2.  Properties



The Company’s principal administrative,
sales, and marketing facilities are located at 6 Xinghan Road, 19th Floor, Hanzhong City, Shaanxi Province. The Company built the
office building in which its headquarters are located and owns the floor that houses its headquarters. In addition, the Company
also owns a sales office in Yang County.  See Item 1.  Business — Our Projects for a description of the location
and general character of the Company's real estate projects.



ITEM 3.  Legal Proceedings



There are no pending legal proceedings
to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially
of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a
material interest adverse to the Company. The Company’s property is not the subject of any pending legal proceedings.



ITEM 4.  Mine and Safety Disclosure



Note applicable.



PART II



Item 5.  Market For Registrant’s
Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities



Market Information



China HGS’s common stock is currently
quoted on the NASDAQ Capital Market under the symbol “HGSH”. Between September 13, 2010 and July 19, 2012, China HGS’s
common stock was quoted on the NASDAQ Global Market under the same symbol. Prior to China HGS’s listing on NASDAQ Global
Market, its common stock was quoted on the OTC Bulletin Board under the symbol “CAHS.”The following table sets forth
the high and low sale prices for the Company’s common stock for the periods indicated.



|YEAR 2012                            |  | High Bid |          |  | Low Bid |  
|------------------------------------ |  | -------- | -------- |  | ------- | -
|1st Quarter Ended December 31, 2011  |  | $        | 1.66     |  |         | $
|2nd Quarter Ended March 31,2012      |  | $        | 1.14     |  |         | $
|3rd Quarter Ended June 30, 2012      |  | $        | 1.18     |  |         | $
|4th Quarter Ended September 30, 2012 |  | $        | 0.55     |  |         | $
|                                     |  |          |          |  |         |  
|YEAR 2011                            |  |          | High Bid |  |         |  
|1st Quarter Ended December 31, 2010  |  | $        | 4.18     |  |         | $
|2nd Quarter Ended March 31, 2011     |  | $        | 3.50     |  |         | $
|3rd Quarter Ended June 30, 2011      |  | $        | 3.10     |  |         | $
|4th Quarter Ended September 30, 2011 |  | $        | 2.55     |  |         | $



Holders



According to the records of our transfer
agent, China HGS had 298 stockholders of record as of December 21, 2012.



Dividends



All of our assets are located within the
PRC. Under the laws of the PRC governing foreign invested enterprises, dividend distribution and liquidation are allowed but subject
to special procedures under relevant rules and regulations. Any dividend payment is subject to the approval of the Board of Directors
and subject to foreign exchange rules governing such repatriation. Any liquidation is subject to both the relevant government agency’s
approval and supervision, as well as foreign exchange controls.



26







We have never declared or paid any cash
dividends on our common stock and we do not expect to pay any cash dividends in the foreseeable future. We expect to retain any
earnings to support operations and to finance the growth and development of our business.  Any future determination relating
to our dividend policy will be made at the discretion of our Board of Directors and will depend on a number of factors, including
future earnings, capital requirements, financial conditions and future prospects and other factors the Board of Directors may deem
relevant.  The payment of dividends from our subsidiaries to our parent company is subject to restrictions including
primarily the restriction that foreign invested enterprises may only buy, sell and/or remit foreign currencies at those banks authorized
to conduct foreign exchange business after providing valid commercial documents.



PRC regulations restrict the ability of
our PRC subsidiary to make dividends and other payments to its offshore parent company.  PRC legal restrictions permit payments
of dividend by our PRC subsidiary only out of its accumulated after-tax profits, if any, determined in accordance with PRC accounting
standards and regulations.  Our PRC subsidiary is also required under PRC laws and regulations to allocate at least 10% of
its annual after-tax profits determined in accordance with PRC GAAP to a statutory general reserve fund until the amounts in said
fund reaches 50% of its registered capital. Allocations to this statutory reserve fund can only be used for specific purposes and
are not transferable to us in the form of loans, advances or cash dividends. Any limitations on the ability of our PRC subsidiary
to transfer funds to us could materially and adversely limit our ability to grow, make investments or acquisitions that could be
beneficial to our business, pay dividends and otherwise fund and conduct our business.



Equity Compensation Plan Information



See “Item 12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder Matters” for disclosure regarding our equity compensation
plan.



Purchase of Equity Securities by Our
Company and Affiliated Purchases



None.



Recent Sales of Unregistered Securities



None.



Item 6.  Selected Financial
Data



Not applicable.



27







Item 7.  Management's Discussion And Analysis of
Financial Conditions And Results Of Operations.



The following discussion and analysis
of financial condition and results of operations relates to the operations and financial condition reported in the financial statements
of China HGS Real Estate Inc. for the fiscal years ended September 30, 2012 and 2011 and should be read in conjunction with such
financial statements and related notes included in this report.



As used in this report, the terms “Company,” “we,”
“our,” “us” and “HGS” refer to China HGS Real Estate, Inc. and its subsidiaries.



Preliminary Note Regarding Forward-Looking
Statements.



We make forward-looking statements in
Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this report based
on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements include
information about our possible or assumed future results of operations which follow under the headings “Business and Overview,”
“Liquidity and Capital Resources,” and other statements throughout this report preceded by, followed by or that include
the words “believes,” “expects,” “anticipates,” “intends,” “plans,”
“estimates” or similar expressions.



Forward-looking statements are
subject to a number of risks and uncertainties that could cause actual results to differ materially from those expressed in these
forward-looking statements, including the risks and uncertainties described below and other factors we describe from time to time
in our periodic filings with the U.S. Securities and Exchange Commission (the “SEC”). We therefore caution you not
to rely unduly on any forward-looking statements. The forward-looking statements in this report speak only as of the date of this
report, and we undertake no obligation to update or revise any forward-looking statement, whether as a result of new information,
future developments or otherwise.These forward-looking statements include, among other things, statements relating
to:



| | • | our ability to sustain our project development
| | - | ----------------------------------------------



| | • | our ability to obtain additional land use rights at favorable prices;
| | - | ---------------------------------------------------------------------



| | • | the market for real estate in Tier 3 and 4 cities and counties;
| | - | ---------------------------------------------------------------



| | • | our ability to obtain additional capital in future years to fund our planned expansion; or
| | - | ------------------------------------------------------------------------------------------



| | • | economic, political, regulatory, legal and foreign exchange risks associated with our operations.
| | - | -------------------------------------------------------------------------------------------------



Our Business Overview



We conduct substantially all of our business
through Shaanxi Guangsha Investment and Development Group Co., Ltd, in Hanzhong, Shaanxi Province. Since the initiation of our
business, we have been focused on expanding our business in certain Tier 3 and Tier 4 cities and counties in China.



The real estate market in China plodded
forward amid increasingly restrictive policies starting in 2011. In January 2011, Shanghai and Chongqing officially started to
levy property taxes. In February 2011, Beijing issued a purchase restriction order on the number of homes a person is allowed to
purchase to curb speculation and control rising real estate price, and more than 40 cities nationwide soon followed suit. In March
2011, the National Development and Reform Commission announced that from May 2011, each residential house must be marked clearly
with a specific price as the ceiling price. Apart from administrative measures, to further tighten liquidity, the People’s
Bank of China increased banks’ required reserve ratios six consecutive times and raised the benchmark interest rate three
times since the beginning of the year, leaving a profound negative impact on the residential housing transaction volume. In 2011
and the first nine months of 2012, residential housing transaction volume in major cities nationwide recorded a decrease compared
with that of the comparable prior periods. The first-tier cities with stricter policies witnessed a more extensive decrease in
transaction volume. The restrictive policies started to have significant impact on the real estate market in Tier 3 and Tier 4
cities in late 2011. These policies also negatively affected buyers’ confidence and consumption psychology. Some buyers are
taking a wait-and-see attitude and may delay their purchasing decision.



28







With uncertainties in the PRC government’s
credit tightening policies, the market for real estate sales in 2012 was extremely challenging. Our sales volume dropped significantly
in fiscal 2012. Our sales, gross profit and net income for fiscal 2012 were $ 18,856,978, $8,086,532
and $5,176,093, respectively, representing a 66.8%, 63.0% and 72.3% decrease from fiscal 2011, respectively.



In addition, we are using full
accrual method to recognize revenue and only recognize sales revenue upon delivery of sold properties to buyers instead of
upon pre-sale of the properties. This accounting method adds uncertainties in our future sales trend and causes uneven sales
revenue from period to period as our sales revenue is depend upon the number of units delivered during the year. For the
year ended September 30, 2012, we completed and started delivery of 4 new residential buildings with total GFA of 64,141
square meters, compared to 17 new residential buildings with GFA of 160,320 square meters completed in fiscal 2011.
Currently, most of our real estate projects under construction are high-rise buildings with planned GFA over 709,038 square
meters, which generally take about 2- 3 years for the construction, while our completed projects in the past were mostly
multi-layer or sub-high-rise buildings and took 1-1.5 years for construction. It indicates that in certain future reporting
periods, even if we have pre-sale contracts, we may not have any new construction work completed and delivered to buyers.
This is a typical characteristic of our business and the uneven sales revenues from period to period are due in part to the
rate at which units are completed and delivered to buyers under the current full accrual method of revenue recognition
policy.



Despite the declining transaction volume
and cooling real estate market, housing prices in Tier 3 and Tier 4 cities and counties have not shown a substantial correction.
While short-term market correction is a process that the property sector is bound to undergo, the fundamental demand for residential
housing will remain given the rising per capita income, accelerating urbanization and increasing demand for better living environment.
For the year ended September 30, 2012, our average selling price (“ASP”) for real estate projects (excluding sales
of parking spaces) located in Yang County was approximately $417 per square meter, a slight increase of 3% from the ASP of $401
per square meter in fiscal 2011. The ASP of our Hanzhong real estate projects (excluding sales of parking spaces) was approximately
$754 per square meter, an increase of 30.7% from the ASP of $577 per square meter in fiscal 2011. This was mainly due to the fact
that we sold more commercial properties in Hanzhong during the first quarter of fiscal 2012. Generally, the ASP of commercial units
is more than doubled from the ASP of residential units. For the year ended September 30, 2012, the ASP for commercial units located
in Hanzhong was $1,586, comparing to the ASP of $543 per square meter for residential units in Hanzhong. The ASP for our commercial
units located in Yong County was $865 per square meter, comparing to the ASP of $369 per square meter for residential units in
Young County.



With
respect to capital funding requirements, while many property developers must now worry about their debt leverage and working capital
needs for debt repayment, in contrast, the Company does not have any external debt obligations outstanding at September 30, 2012
and 2011. The Company’s cash flows from pre-sales and sales and, if necessary, shareholder loans should provide financial
support for the current development and operations.In order to fully implement our business
plan, however, we may need to raise capital in future to sustain our expansion. Therefore, we might seek to access the capital
markets in both the U.S. and China to obtain the funds we require. At the present time, however, we do not have commitments of
funds from any source.



Market Outlook



The
Government’s tightening policies should continue in the first half of 2013, which may make real estate developers face more
difficulties in obtaining land use rights and bank loans. These governmental policies will also negatively affect buyers’
confidence and consumption psychology. Meanwhile, with affordable housing construction still underway, it takes time for abundant
affordable housing to appear in the market. The Company therefore expects the purchase restrictions and price ceiling policies
to continue, which however, should have less impact on the Company’s products comparing to the real estate market in Tier
1 and Tier 2 cities. Per a China 35 cities housing price report published by E-house China R&D institute (NYSE: EJ) for 2011,
the average housing price to residence income ratio for Tier 1 and Tier 2 cities are in the range from 10.4 to 15.6, while the
ratio for Tier 3 and Tier 4 cities generally ranges from 4.2 to 8.0. Our customers in Tier 3 and Tier 4 cities and counties have
a constant growth in their disposable income. With lower housing price to family disposable income ratio and increasing urbanization
level, there is a growing demandfor high quality residential housing.
The Company expects to continuously focus on developing real estate properties in prime locations of Tier 3 and Tier 4 cities and
counties.



29







We believe the fundamentals underpinning
real estate demand remain strong. We intend to remain focused on our existing construction projects in Hanzhong city and Yang County,
deepen our institutional sales network, enhance our cost and operational synergies and improve cash flows and strengthen our balance
sheet. In this respect, in late of fiscal 2012, we began the construction of two large residential projects in Hanzhong city and
addition high-rise residential buildings in Yang County:



| | · | Oriental Pearl Garden
| | - | ---------------------



The project is located in the downtown
of Hanzhong City. It consists of 12 high-rise residential buildings with commercial shops on the first and second floors with an
estimated GFA of 260,000 square meters. The Company started construction in the third quarter of fiscal 2012 and expects to complete
the whole construction in 2-3years. The pre-sale license is expected to be obtained by the third or fourth quarter of fiscal 2013.
As of September 30, 2012, there are no customer deposit balances for the project.



| | · | Mingzhu Beiyuan
| | - | ---------------



The project is located in the south west
part of Hanzhong City. It includes 17 high-rise residential buildings with an estimated GFA of 350,000 square meters. The Company
started construction in the third quarter of fiscal 2012 and expect to complete the whole construction in 2-3years. The pre-sale
license is expected to be obtained by the second or third quarter of fiscal 2013. During fiscal 2011, we signed series of residential-apartment
bulk-purchase agreements with Hanzhong Municipal Public Security Bureau, Hanzhong Municipal Bureau of Justice, Hanzhong Local Tax
Bureau and the Hanzhong Social Insurance Center. The total residential units to be delivered in Mingzhu Beiyuan under these residential-apartment
bulk-purchase agreements are 518 units with a total GFA of 68,752 square meters. As of September 30, 2012, the contracted sales
under all residential-apartment bulk-purchase agreements and other individuals was approximately $33.5 million (RMB 211.6 million).
As of September 30, 2012, the customer deposit balance related to these bulk-purchase agreements amounted to $ 14,703, 528 (RMB
92,911,594).



| | · | Yangzhou Pearl Garden
| | - | ---------------------



During fiscal 2012, the Company also started
the construction of 8 high-rise residential buildings and 1 sub-high-rise residential building with total GFA of 99,038 square
meters in Yangzhou Pearl Garden located in Yang County. We have obtained a pre-sale license for 3 residential buildings. The rest
of pre-sale licenses are expected to be obtained by September 30, 2013. During fiscal 2011, the Company entered into a preliminary
contract with Yang County to develop affordable apartment buildings with a total GFA of 40,000 square meters. These units are mainly
located in 4 of 8 high-rise residential buildings. We expect the construction of 1 high-rise residential building to be completed
in the first quarter of fiscal 2013 and 2 additional high-rise residential buildings to be completed in the second quarter of fiscal
2013. The construction for the rest of buildings is expected to be completed in 2 years. As of September 30, 2012, the total contracted
sales for these residential buildings were approximately $10.6 million (RMB 67 million). As of September 30, 2012, the customer
deposit balance amounted to $ 7,958,739 (RMB 50,291,273).



In addition to the above residential projects,
the Company was approved by Hanzhong local government to construct two municipal roads with a total length of 1,064.09 meters.
The budgeted for these two municipal roads is RMB 18,716,489.34 (equivalent to $3.0 million) approved by Hanzhong Ministry of Finance.
The related construction is expected to be completed by December 31, 2012. For these construction projects, the Company recognizes
the fee as other revenue using full accrual method when the project is completed. We expect these initiatives will help us cope
with this difficult period and better position us to capitalize on opportunities from a future market upturn.



RESULTS OF OPERATION



Revenues



We recognize revenue from the sales of
real property in accordance with the full accrual method at the time of the closing of an individual unit sale. This occurs when
title to or possession of the property is transferred to the buyer. A sale is not considered consummated until (a) the parties
are bound by the terms of a contract, (b) all consideration has been exchanged, (c) any permanent financing of which the seller
is responsible has been arranged, (d) all conditions precedent to closing have been performed, (e) the seller does not have substantial
continuing involvement with the property, and (f) the usual risks and rewards of ownership have been transferred to the buyer.
Further, the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property, and
the buyer’s receivable, if any, is not subject to future subordination. Sales transactions not meeting all the conditions
of the full accrual method are accounted for using the deposit method in which all costs are capitalized as incurred, and payments
received from the buyer are recorded as a deposit liability.



30







We provide “mortgage loan guarantees”
only with respect to buyers who make down-payments of 30%-50% of the total purchase price of the property. The period of the mortgage
loan guarantee begins on the date the bank approves the buyer’s mortgage and we receive the loan proceeds in our bank account
and ends on the date the “Certificate of Ownership” evidencing that title to the property has been transferred to the
buyer. The procedures to obtain the Certificate of Ownership take six to twelve months (the “Mortgage Loan Guarantee Period”).  If,
after investigation of the buyer’s income and other relevant factors, the bank decides not to grant the mortgage loan, our
mortgage-loan based sales contract terminates and there is no guarantee obligation.  If, during the Mortgage Loan Guarantee
Period, the buyer defaults on his or her monthly mortgage payment for three consecutive months, we are required to refund the loan
proceeds back to the bank, although we have the right to keep the customer's deposit and resell the property to a third party.  Once
the Certificate of Property has been issued by the relevant government authority, our loan guarantee terminates.  If
the buyer then defaults on his or her mortgage loan, the bank has the right to take the property back and sell it and use the proceeds
to pay off the loan.  The Company is not liable for any shortfall that the bank may incur in this event.



To date, no buyer has defaulted on his
or her mortgage payments during the Mortgage Loan Guarantee Period and the Company has not been caused to refund any loan proceeds
pursuant to its mortgage loan guarantees. As a result, based on the Company’s historical experience, the Company believes
that its revenue recognition policy is appropriate.



The following table summarizes revenue
generated by project for the years ended September 30, 2012 and 2011, respectively:



|                                     |  | For the Years Ended September 30, |           
|------------------------------------ |  | --------------------------------- | ----------
|                                     |  | 2012                              |           
|                                     |  | Revenue                           |           
|Projects                             |  |                                   |           
|Yangzhou Pearl Garden                |  | $                                 | 15,067,820
|Mingzhu Xinju                        |  |                                   | 704,150   
|                                     |  |                                   |           
|Mingzhu Garden (Nanyuan and Beiyuan) |  |                                   | 3,063,875 
|                                     |  |                                   |           
|Central Plaza                        |  |                                   | 21,133    
|Total Revenue                        |  | $                                 | 18,856,978
|Sales Tax                            |  |                                   | (1,180,437
|Revenue net of sales tax             |  | $                                 | 17,676,541



Our revenues are derived from the sale
of residential buildings, commercial front-stores and parking space in projects that we have developed. Revenues decreased by 66.8%
to approximately $18.9 million for the year ended September 30, 2012 from approximately $56.9 million for the year ended September
30, 2011. The total GFA sold during fiscal 2012 was 40,397 square meters, representing a significant decrease from 130,556.81
square meters completed and sold in fiscal 2011. As compared to the last year, we are constructing more high-rise buildings, which
need longer construction periods. We completed and started delivery of four new residence buildings in fiscal 2012. The ASP for
fiscal 2012 approximately amounted to $467 per square meter, increasing by 7.1% from the ASP of $436 per square meter in fiscal
2011.



31







Sales taxes for the years ended September
30, 2012 and 2011 consisted of a business tax, 5% of the revenue, an urban construction tax, 7% of business tax, an education surcharge
tax, 3% of business tax, and land appreciation tax. Land appreciation tax for the years ended September 30, 2012 and 2011 was assessed
at the rate of 0.5% of the customer deposits in Yang County and 1% of the customer deposits in Hanzhong. The sales taxes for fiscal
2012 decreased by 66.7% from last year, primarily as a result of the decrease in our revenue.



We are developing more high-rise residential
buildings, which requires longer construction periods. This indicates that in certain future reporting periods, we might not have
any new construction work, completed and delivered to buyers, and the only available-for-sale properties would be from our inventories
which are previously completed and unsold properties. Since we recognize revenue in accordance with the full accrual method at
the time of the closing of an individual unit sale, the longer construction periods for high-rise residential building would have
negative impact on our revenue recognition.



Cost of sales



The following table sets forth a breakdown of our cost of revenues
for the periods indicated.



|                   |  | For the Years Ended September 30, |          
|------------------ |  | --------------------------------- | ---------
|                   |  | 2012                              |          
|                   |  | USD                               |          
|Land use rights    |  | $                                 | 896,532  
|Construction costs |  | $                                 | 8,693,477
|Total              |  | $                                 | 9,590,009



Our cost of sales consists primarily of
costs associated with land use rights and construction costs. Cost of sales are capitalized and allocated to development projects
using a specific identification method. Costs are allocated to specific units within a project based on the ratio of the sales
area of units to the estimated total sales area of the project or phase of the project times the total cost of the project or phase
of the project.



Cost of sales was approximately $9.6 million
for the year ended September 30, 2012 compared to $31.5 million for the year ended September 30, 2011. The $21.9 million decrease
in cost of sales was mainly attributable to the decrease in total GFA sold during fiscal 2012.



Land use rights cost: The cost of
land use rights includes the land premium we pay to acquire land use rights for our property development sites, plus taxes. Our
land use rights cost varies for different projects according to the size and location of the site and the minimum land premium
set for the site, all of which are influenced by government policies, as well as prevailing market conditions. Costs for land use
rights for the year ended September 30, 2012 were $896,532, as compared to $4,012,695 for the year ended September 30, 2011, representing
a decrease of $3,116,163 from last year. The decrease in costs of land use rights was consistent with the fact that the total GFA
sold during for the year ended September 30, 2012 was significantly lower than fiscal 2011.



Construction cost: We outsource
the construction of all of our projects to third party contractors, whom we select through a competitive tender process. Our construction
contracts provide a fixed payment which covers substantially all labor, materials and equipment costs, subject to adjustments for
some types of excess, such as design changes during construction or changes in government-suggested steel prices. Our construction
costs consist primarily of the payments to our third-party contractors, which are paid over the construction period based on specified
milestones. In addition, we purchase and supply a limited range of fittings and equipment, including elevators, window frames and
door frames. Our construction costs for the year ended September 30, 2012 were approximately $8.7 million as compared to approximately
$27.5 million for the year ended September 30, 2011, representing a decrease of $18.8 million. The decrease in construction cost
was due to the decrease in units sold reflected in the decreased revenue recognized.



32







The total cost of sales as a percentage
of real estate sales before sales tax for the year ended September 30, 2012 decreased to 50.9% from 55.4% for the year ended September
30, 2011, which was mainly attributable to more commercial property and parking spaces with higher selling price sold during the
first half of fiscal 2012. Most of properties sold during the year ended September 30, 2011 were residential units with lower selling
prices.



Gross profits



Gross profit was approximately $8.1 million
for the year ended September 30, 2012 as compared to approximately $21.8 million for the year ended September 30, 2011, representing
a decrease of $13.7 million, which was mainly attributable to the decrease in revenue. The overall gross profit as a percentage
of real estate sales before sales tax increased to 43% for the year ended September 30, 2012 from 38% for the year ended September
30, 2011, mainly due to more commercial properties and parking space with higher selling prices sold in Mingzhu Garden project
during the first half of fiscal 2012. During the year ended September 30, 2012, revenue from sales of commercial property and parking
space represents 28.9% of the total revenue. But, for the year ended September 30, 2011, revenue from sales of commercial property
and parking space only represents 11% of the total revenue. The gross margin for Yangzhou Pearl Garden project decreased by 3%
from 49% in fiscal 2011 to 46% in fiscal 2012, due to less margins in promoting high-rise residential units in fiscal 2012. The
ASP for Yangzhou Pearl Garden was $423 per square meters for the year ended September 30, 2012, representing a 10.4% increase from
fiscal 2011. But, due to more high-rise buildings completed and sold in fiscal 2012, the unit cost of Yangzhou Pearl Garden increased
by 16.8% to $227 per square meters for fiscal 2012, comparing to unit cost of $195 per square meters in fiscal 2011.



|                                              |  | For the Year Ended September 30 |           
|--------------------------------------------- |  | ------------------------------- | ----------
|                                              |  | 2012                            |           
|Project                                       |  | Gross Profit                    |           
|                                              |  |                                 |           
|Yangzhou Pearl Garden                         |  | $                               | 6,971,605 
|Mingzhu Xinju                                 |  |                                 | 164,714   
|                                              |  |                                 |           
|Mingzhu Garden ( Mingzhu Nanyuan and Beiyuan) |  |                                 | 2,117,018 
|Central Plaza                                 |  |                                 | 13,632    
|Sales Tax                                     |  |                                 | (1,180,437
|Total Gross Profit                            |  | $                               | 8,086,532 
|Total Revenue                                 |  | $                               | 18,856,978



Operating expenses



Total operating expenses increased by 26.5%
or $536,979 to $2,566,413 for the year ended September 30, 2012 from $2,029,434 for the year ended September 30, 2011, as a result
of an increase in general and administration expenses of $677,043, which was offset by the decrease in selling and distribution
expenses of $140,064.



The increase in general and administrative
expenses for the year ended September 30, 2012 was primarily attributed to higher legal expenses paid to previous and existing
legal firms’ in dealing with listing and compliance matters, higher Director and Officer liability insurance expense, increased
compensation due to addition of a new financial officer, and higher professional expenses resulting from the engagement of more
consultants to provide advice on our real estate operations. In addition, there was a significant recovery of general administrative
expenses for the year ended September 30, 2011 as the Company entered into a settlement agreement in December 2010 with respect
to fees owed in connection with its reverse acquisition in 2009, pursuant to which approximately $167,000 of general and administrative
expenses were recovered.



33







Additionally, selling expense decreased
by $140,064 to $517,025 for the year ended September 30, 2012 from $657,089 for the year ended September 30, 2011, which was consistent
with decreased sales activities.



|                                    |  | As of September 30, |          
|----------------------------------- |  | ------------------- | ---------
|                                    |  | 2012                |          
|General and administrative expenses |  | $                   | 2,049,388
|Selling expenses                    |  |                     | 517,025  
|Total Operating expenses            |  | $                   | 2,566,413
|Percentage of Revenue               |  |                     | 14       



Interest Income (expense)



Net interest
expense was $73,608 for the year ended September 30, 2012, compared to net interest income of $2,128 for the year ended September
30, 2011. The interest expense for fiscal 2012 was from the one-year shareholder loan of $1,810,000 we entered on June 28, 2011
with our Chairman and CEO – Mr. Xiaojun Zhu.The interest rate for the loan is 4% per annum. On July 19, 2012,
the Company entered into an amendment to extend the term for an additional one year until June 28, 2013.



Income taxes



U.S. Taxes



China HGS is a Florida corporation. However,
all of our operations are conducted solely by our subsidiaries in the PRC. No income is earned in the United States and we do not
repatriate any earnings outside the PRC. As a result, we did not generate any U.S. taxable income for the years ended September
30, 2012 and 2011.



PRC Taxes



Our Company is governed by the Enterprise
Income Tax Law of the People’s Republic of China concerning private-run enterprises, which are generally subject to tax at
a new statutory rate of 25% on income reported in the statutory financial statements after appropriate tax adjustments.



However, the local taxing authority of
Hanzhong City has the power to assess corporate taxes annually on local enterprises at a pre-determined fixed rate as an incentive
to stimulate the local economy and encourage entrepreneurship. In both fiscal 2012 and 2011, the taxing authority assessed us for
income taxes at the rate of 1.25% on revenue in Yang County and 2.5% on our revenue in Hanzhong, instead of statutory rate of 25%.
As a result, income tax expenses for the year ended September 30, 2012 were $283,077. Income taxes decreased in fiscal 2012 by
74.5% as compared to $1,108,284 for the year ended September 30, 2011 as a result of our lower revenue in fiscal 2012.



Although the possibility exists for reinterpretation
of the application of the tax regulations by higher tax authorities in the PRC, potentially overturning the decision made by the
local tax authority, the Company has not experienced any reevaluation of the income taxes for prior years. Management believes
that the possibility of any reevaluation of income taxes is remote based on the fact that the Company has obtained the written
tax clearance from the local tax authority. Thus, no additional taxes payable have been recorded for the difference between the
taxes due based on taxable income calculated according to statutory taxable income method and the taxes due based on the fixed
rate method. It is the Company’s policy that if such reevaluation of income taxes becomes probable and the amount of additional
taxes due can be reasonably estimated, additional taxes shall be recorded in the period in which the amount can be reasonably estimated
and shall not be charged retroactively to an earlier period.



34







Net income



We realized $5,176,093 in net income for the year ended September
30, 2012, representing a 72.3% or $13,543,845 decrease as compared to $18,719,938 for the year ended September 30, 2011.



Other comprehensive income



We operate primarily in the PRC and the functional currency
of our operating subsidiary is the Chinese Renminbi (”RMB”).  The RMB is not freely convertible into foreign currency
and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts
could have been, or could be, converted into USD at the rates used in translation.



Translation adjustments resulting from
this process amounted to $862,601 and $2,720,280 as of September 30, 2012 and 2011, respectively.  The balance sheet
amounts with the exception of equity at September 30, 2012 were translated at 6.3190 RMB to 1.00 USD as compared to 6.3952 RMB
to 1.00 USD at September 30, 2011. The equity accounts were stated at their historical rate. The average translation rates applied
to the income statements accounts for the periods ended September 30, 2012 and 2011 were 6.3198 RMB to 1.00 USD and 6.5377 RMB
to 1.00 USD, respectively.



Liquidity and
Capital Resources



Current Assets and Liabilities



Our principal need for liquidity and capital
resources is to maintain working capital sufficient to support our operations and to make capital expenditures to finance the growth
of our business. To date, we have financed our operations primarily through cash flows from operations and borrowings from our
principal shareholder. Due to the credit tightening policies in China, banks were very slow to approve mortgage lending during
the year ended September 30, 2012.



Due to slowdown in sales, our total cash and restricted cash balance decreased to approximately $2.2 million as compared
to $9.6 million at Septermber 30, 2011. Such balances have been slowly starting to increase after the first quarter of fiscal
2012 from the low point of $1.3 million at December 31, 2011. The People’s Bank of China (“PBOC”) posted a statement
on its website on February 7, 2012, indicating that PBOC would ensure that lending support to affordable housing projects and loan
demand from first-home families is met. Since most of our customers are first-time home buyers and our affordable housing units
are in the pre-sales stage, we expect our cash flow will continue to improve in fiscal 2013.



As of September 30, 2012, the Company
had approximately $7.7 million in working capital, a decrease of $18.6 million as compared to $26.3 million as of September 30,
2011. The decrease in working capital was mainly related to a decrease of the current portion of real estate property under development
of $8.1 million, a decrease of advance to venders of $3.4 million, a decrease of loans to outside parties of $2.6 million and an
increase of other payable of 0.9 million, offsetting by a decrease in accounts payable of $3.6 million and an increase in current
portion of real estate property development completed of $0.6 million. In addition, due to the slowdown in real estate development,
the Company classified $22.9 million security deposits for land use rights as long term assets. The comparative
number has also been reclassified to conform with this presentation.



Current assets decreased by $20.8 million
to approximately$33.1 million as of September 30, 2012 from $53.9 million as of September 30, 2011.
The primary changes in our current assets during this period were due to decreases in cash, real estate property under development,
advances to venders and loans to outside parties, classification of security deposits for land use rights from current assets to
long term assets and offsetting by increases in security deposits for land use right and real estate property development completed.



35







The decrease in cash to $1,104,686 as of
September 30, 2012 from $8,837,795 as of September 30, 2011 was mainly due to the slow sales and the payment of land use right deposits
of $16.6 million. The decrease in cash was partially offset by cash generated from operating income and increased customer deposits.



We classify “real estate
completed” and “real estate under development” on our balance sheet into current and non-current portions
based on the estimated date of completion and sales. Real estate completed and real estate under development that we expect
to sell in the short term is classified as current assets. Due to the slow sales in fiscal 2012 and the buyers’
extended waiting period, as of September 30, 2012, the Company classified approximately 6.7 million of real estate property
development completed as a long term asset. The increase of real estate completed from $18.9
million as of September 30, 2011 to $19.5 million as of September 30, 2012 was attributed to 4 new residential buildings
completed during the year ended September 30, 2012. The balance of the current portion of real estate property under
development decreased by $8.1 million to $8.6 million as of September 30 2012 from $16.7 million as of September 30, 2011,
due to the completion of 4 new residential buildings in fiscal 2012.In addition, due to the slowdown in real estate
development, the Company classified $22.9 million security deposits for land use rights as long term
assets. The comparative number has also been reclassified to conform with this presentation. The
decrease in advance to venders to $2.6 million as of September 30, 2012 from $5.9 million as of September 30, 2011 was due to
our progress on construction and offsetting the construction payable. The decrease in loans to outside parties to $0.02
million as of September 30, 2012 from $2.6 million as of September 30, 2011 was attributed to collection of previous lending
to our construction material suppliers.



Total current liabilities as of September
30, 2012 were approximately $25.4 million, representing a 8.1% decrease compared to $27.6 million as of September 30, 2011. The
decrease in current liabilities was mainly due to the decrease of accounts payable of $3.6 million because of repayment to our
suppliers.



In order to fully implement our business
plan, however, we may need to raise capital. Our expectation, therefore, is that we will seek to access the capital markets in
both the U.S. and China to obtain the funds we need. At the present time, however, we do not have commitments of funds from any
source.



Cash Flow



Comparison of cash flows results for the
fiscal year ended September 30, 2012 to the fiscal year ended September 30, 2011, is summarized as follows:



|                                                   |  | As of September 30, |            |   |      |  
|-------------------------------------------------- |  | ------------------- | ---------- | - | ---- | -
|                                                   |  | 2012                |            |   | 2011 |  
|Net cash used in operating activities              |  | $                   | (7,838,690 | ) |      | $
|Net cash used in investing activities              |  | $                   | -          |   |      | $
|Net cash provided financing activities             |  | $                   | -          |   |      | $
|Effect of changes of foreign exchange rate on cash |  | $                   | 105,581    |   |      | $
|Net decrease in cash                               |  | $                   | (7,733,109 | ) |      | $
|Cash, beginning of year                            |  | $                   | 8,837,795  |   |      | $
|Cash, end of year                                  |  | $                   | 1,104,686  |   |      | $



Operating activities



Net cash used in operating activities for
the year ended September 30, 2012 was $7.8 million, consisting of net income of $5.2 million, noncash adjustments of $0.1 million
and net changes in our operating assets and liabilities, including a decrease in advances to venders and loans to outside parties
of $6.0 million which were paid to offset these venders’ construction payable and repayment from the outside parties, an
increase in real estate property development completed of $7.1 million resulting from our construction progress, an increase in
payment of security deposits for land use rights of $16.6 million, an increase in customer deposits of $7.1 million resulted from
our pre-sale efforts, a decrease in account payable of $3.7 million as we settled balances with our suppliers and an increase of
other payables of $0.9 million. The additional cash used in operating activities is mainly attributable to the decreased revenue
in fiscal 2012, the significant payment on security deposits for land use rights and settlements of account payable with our suppliers.



36







Net cash used in operating activities during
the twelve months ended September 30, 2011 was $5,586,447, consisting of net income of $18,719,938, noncash adjustments of $137,059
and net changes in our operating assets and liabilities due to our expanded operating activities, including a decrease in restricted
cash of $79,523, an increase in advances to vendors and loans to outside parties of $1,403,056 which were made in order to maintain
good relationships with the suppliers, an increase in real estate property completed of $7,284,509, an increase in real estate
property under development of $24,128,313 due to our expansion into multiple phases of the existing real estate projects during
the year, increased security deposits for land use rights of $6,118,360, increased accounts payable of $ 6,448,357 due to more
progress achieved in multiple real estate projects, increased customer deposits in the amount of $7,372,965 which we were able
to recognize as revenue when all conditions for revenue recognition were met, increased accrued expenses of $1,023,617 due to unpaid
sales commissions and staff compensation, and decreased taxes payable of $71,217 due to an increase in our net income. The negative
cash provided by operating activities is mainly attributable to our significant spending on real estate property under development
and deposits for land use rights.



Net cash used in operating activities for
the year ended September 30, 2012 was $7,838,690 compared with a net cash used in operating activities of $5,586,447 for the year
ended September 30, 2011, representing a net increase of $2,252,243 compared to fiscal 2011.



Investing activities



Net cash flows used in investing activities
amounted to $0 and $490,755 for the years ended September 30, 2012 and 2011, respectively. The Company purchased a new office floor
in fiscal 2011.



Financing activities



Net cash flows provided by financing activities amounted to
$0 for the year ended September 30, 2012, which represents $3,142,332 proceeds of a short-term loan from a controlling shareholder
to finance the land use rights purchase and the Company`s full repayment of such loan during the year.



Net cash flows provided by financing activities amounted to
$1,810,000 in the twelve months ended September 30, 2011, which was a loan from our major shareholder.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements.



Inflation



Inflation has not had a material impact on our business and
we do not expect inflation to have a material impact on our business in the near future.



Critical Accounting Policies and Management Estimates



Principles of Consolidation



The accompanying unaudited condensed consolidated
financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America
("U.S. GAAP"). The unaudited condensed consolidated financial statements include the financial statements of the Company
and its subsidiaries China HGS Investment Inc., Shaanxi Hanguangsha Management and Consultation Limited Company and the variable
interest entity Shaanxi Guangsha Investment and Development Group Co., Ltd. (“Guangsha”). All significant inter-company
balances and transactions are eliminated in consolidation.



37







We have continued to determine that we are the primary beneficiary
of Guangsha based on ongoing reassessments, taking into consideration our economic control over Guangsha; the existing contractual
relationship in which all of Guangsha’s activities either involve or are conducted on our behalf, and we have the obligations
to absorb Guangsha’s expected returns and losses.



Use of Estimates



The preparation of financial
statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in
the financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the condensed
consolidated financial statements. Estimates are used for, but not limited to, the selection of the useful lives of property
and equipment, collectability of loans , fair value of stock based compensation, revenue recognition, deferred taxes, costs
to complete real estate development and other similar charges. Management believes that the estimates utilized in preparing
its consolidated financial statements are reasonable and prudent. Actual results could differ from these estimates.



Fair Value of Financial Instruments



The Company follows the provisions of Accounting
Standards Codification ("ASC") 820, Fair Value Measurements and Disclosures. ASC 820 clarifies the definition of fair
value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring
fair value as follows:



Level 1 - Inputs are unadjusted quoted
prices in active markets for identical assets or liabilities available at the measurement date.



Level 2 - Inputs are unadjusted quoted
prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable
market data.



Level 3 - Inputs are unobservable inputs
which reflect the reporting entity's own assumptions.



The Company's financial instruments include
cash and cash equivalents, loans to outside parties, other current assets, accounts payable, accrued expenses, customer deposits,
construction deposits and taxes payable. Management has estimated that the fair value of these financial instruments approximate
their carrying amounts due to the short-term nature. The fair value of the long term customer and construction deposits approximate
their carrying amounts because the deposits received is cash.



Revenue recognition



Real estate sales are recognized in accordance
with the ASC 360-20 “Real Estate Sales”.



Revenue from the sales of development properties
is recognized by the full accrual method at the time of the closing of an individual unit sale. This occurs when title to or possession
of the property is transferred to the buyer. A sale is not considered consummated until (a) the parties are bound by the terms
of a contract, (b) all consideration has been exchanged, (c) any permanent financing of which the seller is responsible
has been arranged, (d) all conditions precedent to closing have been performed, (e) the seller does not have substantial
continuing involvement with the property, and (f) the usual risks and rewards of ownership have been transferred to the buyer.
Further, the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property.



Formunicipal
roadconstruction projects, fees are generally recognized by the full accrual method at the time of
the projects are completed.



38







Customer Deposits



Customer deposits consist of amounts received
from customers relating to the sale of residential units in the PRC. In the PRC, customers will generally obtain permanent financing
for the purchase of their residential unit prior to the completion of the project. The lending institution will provide the funding
to the Company upon the completion of the financing rather than the completion of the project. The Company receives these funds
and recognizes them as a liability until the revenue can be recognized.



Real Estate Under Development/Real Estate Completed





Real estate property consists of finished
residential unit sites, commercial offices and residential unit sites under development. The Company leases the land for the residential
unit sites under land use right leases with various terms from the PRC government. The cost of land use rights is included in the
development cost and allocated to each project. Real estate property development completed and real estate property under development
are stated at the lower of cost or fair value.



Expenditures for land development, including
cost of land use rights, deed tax, pre-development costs, and engineering costs, exclusive of depreciation, are capitalized and
allocated to development projects by the specific identification method. Costs are allocated to specific units within a project
based on the ratio of the sales area of units to the estimated total sales area of the project (or phase of the project) multiplied
by the total cost of the project (or phase of the project).



Cost of amenities transferred to buyers
is allocated to specific units as a component of total construction cost. The amenity cost includes landscaping, road paving,
etc. Once the projects are completed, the amenities are under control of the property management companies. In accordance to GAAP,
real estate property development completed and under development are subject to impairment when the carrying amount exceeds fair
value. An impairment loss shall be recognized only if the carrying amount of the assets is not recoverable and exceeds fair value.
The carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.



Income taxes



The Company utilizes ASC 740, “Income
Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting
amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the
amount expected to be realized.



ASC 740-10-25 prescribes a more-likely-than-not
threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in
a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification of current and
deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, years open for
tax examination, accounting for income taxes in interim periods and income tax disclosures. There are no material uncertain tax
positions as of September 30, 2012 and 2011.



The Company is a corporation organized
under the laws of the State of Florida. However, all of the Company’s operations are conducted solely by its subsidiaries
in the PRC.  No income is earned in the United States and the management does not repatriate any earnings outside the
PRC.  As a result, the Company did not generate any U.S. taxable income for the years ended September 30, 2012, and 2011.



As of September 30, 2012, the tax years ended September 30, 2006 through September 30, 2012 for the Company’s
PRC entities remain open for statutory examination by PRC tax authorities. The parent Company China HGS Real Estate Inc.’s
tax years ended September 30, 2006 through September 30, 2012 remains open for statutory examination by U.S. tax authorities.



Item 7A. Quantitative and Qualitative Disclosures about Market
Risk



Not applicable.



39







Item 8.  Financial Statements and Supplementary
Data



CHINA HGS REAL ESTATE INC.



TABLE OF CONTENTS



|Report Of Independent Registered Public Accounting Firm                                                    |  | 41
|---------------------------------------------------------------------------------------------------------- |  | --
|Consolidated Balance Sheets as of September 30, 2012 and 2011                                              |  | 42
|Consolidated Statements of Income and Comprehensive Income for the Years Ended September 30, 2012 and 2011 |  | 43
|Consolidated Statements of Stockholders’ Equity for the Years Ended September 30, 2012 and 2011            |  | 44
|Consolidated Statements of Cash Flows for the Years Ended September 30, 2012 and 2011                      |  | 45
|Notes To Consolidated Financial Statements                                                                 |  | 46



40







REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders

China HGS Real Estate Inc.



We have audited the accompanying consolidated
balance sheets of China HGS Real Estate Inc. (the “Company”) as of September 30, 2012 and 2011, and the related consolidated
statements of income and comprehensive income, stockholders’ equity, and cash flows for the years ended September 30, 2012
and 2011. 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 audits.



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 co

nsolidated financial statements are free of material misstatement.
The company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.
Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s
internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test
basis, evidence supporting the amounts and disclosures in the 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 consolidated financial position of the Company as of September 30, 2012
and 2011, and the consolidated 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/ Friedman, LLP

New York, NY

December 24, 2012



41







CHINA HGS REAL ESTATE INC.

CONSOLIDATED BALANCE SHEETS



|                                                                                                                                          |  | September 30, |            
|----------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | -----------
|                                                                                                                                          |  | 2012          |            
|ASSETS                                                                                                                                    |  |               |            
|                                                                                                                                          |  |               |            
|Current assets:                                                                                                                           |  |               |            
|Cash                                                                                                                                      |  | $             | 1,104,686  
|Restricted cash                                                                                                                           |  |               | 1,080,985  
|Advances to vendors                                                                                                                       |  |               | 2,566,422  
|Loans to outside parties, net                                                                                                             |  |               | 20,957     
|Real estate property development completed                                                                                                |  |               | 19,534,088 
|Real estate property under development                                                                                                    |  |               | 8,590,275  
|Other current assets                                                                                                                      |  |               | 171,863    
|                                                                                                                                          |  |               |            
|Total current assets                                                                                                                      |  |               | 33,069,276 
|                                                                                                                                          |  |               |            
|Property, plant and equipment, net                                                                                                        |  |               | 1,037,080  
|Real estate property development completed, net of current portion                                                                        |  |               | 6,691,813  
|Security deposits for land use right                                                                                                      |  |               | 22,894,698 
|Real estate property under development, net of current portion                                                                            |  |               | 56,021,787 
|                                                                                                                                          |  |               |            
|Total Assets                                                                                                                              |  | $             | 119,714,654
|                                                                                                                                          |  |               |            
|LIABILITIES AND STOCKHOLDERS' EQUITY                                                                                                      |  |               |            
|                                                                                                                                          |  |               |            
|Current liabilities:                                                                                                                      |  |               |            
|Accounts payable                                                                                                                          |  | $             | 3,828,880  
|Other payables                                                                                                                            |  |               | 1,213,394  
|Construction deposits                                                                                                                     |  |               | 301,318    
|Customer deposits                                                                                                                         |  |               | 11,597,422 
|Shareholder loan                                                                                                                          |  |               | 1,810,000  
|Accrued expenses                                                                                                                          |  |               | 2,305,086  
|Taxes payable                                                                                                                             |  |               | 4,336,458  
|                                                                                                                                          |  |               |            
|Total current liabilities                                                                                                                 |  |               | 25,392,558 
|                                                                                                                                          |  |               |            
|Construction deposits, net of current portion                                                                                             |  |               | 864,259    
|Customer deposits, net of current portion                                                                                                 |  |               | 17,743,993 
|                                                                                                                                          |  |               |            
|Total liabilities                                                                                                                         |  |               | 44,000,810 
|                                                                                                                                          |  |               |            
|Commitments and Contingencies                                                                                                             |  |               |            
|                                                                                                                                          |  |               |            
|Stockholders' equity                                                                                                                      |  |               |            
|Common stock, $0.001 par value, 100,000,000 shares authorized, 45,050,000 shares issued and outstanding as of September 30, 2012 and 2011 |  | $             | 45,050     
|Additional paid-in capital                                                                                                                |  |               | 17,750,337 
|Statutory surplus                                                                                                                         |  |               | 6,549,354  
|Retained earnings                                                                                                                         |  |               | 44,894,229 
|Accumulated other comprehensive income                                                                                                    |  |               | 6,474,874  
|                                                                                                                                          |  |               |            
|Total stockholders' equity                                                                                                                |  |               | 75,713,844 
|                                                                                                                                          |  |               |            
|Total Liabilities and Stockholders' Equity                                                                                                |  | $             | 119,714,654



The accompany notes are an integral part
of these consolidated financial statements



42







CHINA HGS REAL ESTATE INC.

CONSOLIDATED STATEMENTS OF INCOME AND
COMPREHENSIVE INCOME

FOR THE YEARS ENDED SEPTEMBER 30,



|                                           |  | 2012 |            |   | 2011 |  
|------------------------------------------ |  | ---- | ---------- | - | ---- | -
|Real estate sales                          |  | $    | 18,856,978 |   |      | $
|Less:      Sales tax                       |  |      | 1,180,437  |   |      |  
|Cost of real estate sales                  |  |      | 9,590,009  |   |      |  
|Gross profit                               |  |      | 8,086,532  |   |      |  
|Operating expenses                         |  |      |            |   |      |  
|Selling and distribution expenses          |  |      | 517,025    |   |      |  
|General and administrative expenses        |  |      | 2,049,388  |   |      |  
|Total operating expenses                   |  |      | 2,566,413  |   |      |  
|Operating income                           |  |      | 5,520,119  |   |      |  
|Interest income (expense) - net            |  |      | (73,608    | ) |      |  
|Other income - net                         |  |      | 12,659     |   |      |  
|Income before income taxes                 |  |      | 5,459,170  |   |      |  
|Provision for income taxes                 |  |      | 283,077    |   |      |  
|Net income                                 |  |      | 5, 176,093 |   |      |  
|Other comprehensive income                 |  |      |            |   |      |  
|Foreign currency translation adjustment    |  |      | 862,601    |   |      |  
|Comprehensive income                       |  | $    | 6,038,694  |   |      | $
|Basic and diluted income per common share  |  |      |            |   |      |  
|Basic                                      |  | $    | 0.11       |   |      | $
|Diluted                                    |  | $    | 0.11       |   |      | $
|Weighted average common shares outstanding |  |      |            |   |      |  
|Basic                                      |  |      | 45,050,000 |   |      |  
|Diluted                                    |  |      | 45,050,000 |   |      |  



The accompany notes are an integral part
of these consolidated financial statements



43







CHINA HGS REAL ESTATE INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS'
EQUITY

FOR THE YEARS ENDED SEPTEMBER 30, 2012
AND 2011



|                                         |  | Common Stock Shares |            |  | Par value$0.001 Amount |   |        | Additional Paid-in Capital |  |   | Statutory Surplus |  |  | Retained Earnings |           |  | AccumulatedOther ComprehensiveIncome |   |            | Total | 
|---------------------------------------- |  | ------------------- | ---------- |  | ---------------------- | - | ------ | -------------------------- |  | - | ----------------- |  |  | ----------------- | --------- |  | ------------------------------------ | - | ---------- | ----- | 
|                                         |  |                     |            |  |                        |   |        |                            |  |   |                   |  |  |                   |           |  |                                      |   |            |       | 
|Balance at October 1,  2010              |  |                     | 45,050,000 |  |                        | $ | 45,050 |                            |  | $ | 17,670,927        |  |  | $                 | 4,065,393 |  |                                      | $ | 23,482,159 |       | 
|                                         |  |                     |            |  |                        |   |        |                            |  |   |                   |  |  |                   |           |  |                                      |   |            |       | 
|Stock-based Compensation                 |  |                     |            |  |                        |   |        |                            |  |   | 53,158            |  |  |                   |           |  |                                      |   |            |       | 
|Appropriation of statutory reserve       |  |                     |            |  |                        |   |        |                            |  |   |                   |  |  |                   | 1,879,991 |  |                                      |   | (1,879,991 | )     | 
|Net income for the year                  |  |                     |            |  |                        |   |        |                            |  |   |                   |  |  |                   |           |  |                                      |   | 18,719,938 |       | 
|Foreign currency translation adjustments |  |                     |            |  |                        |   |        |                            |  |   |                   |  |  |                   |           |  |                                      |   |            |       | 
|Balance at September 30, 2011            |  |                     | 45,050,000 |  |                        | $ | 45,050 |                            |  | $ | 17,724,085        |  |  | $                 | 5,945,384 |  |                                      | $ | 40,322,106 |       | 
|Stock-based Compensation                 |  |                     |            |  |                        |   |        |                            |  |   | 26,252            |  |  |                   |           |  |                                      |   |            |       | 
|Appropriation of statutory reserve       |  |                     |            |  |                        |   |        |                            |  |   |                   |  |  |                   | 603,970   |  |                                      |   | (603,970   | )     | 
|Net income for the year                  |  |                     |            |  |                        |   |        |                            |  |   |                   |  |  |                   |           |  |                                      |   | 5,176,093  |       | 
|Foreign currency translation adjustments |  |                     |            |  |                        |   |        |                            |  |   |                   |  |  |                   |           |  |                                      |   |            |       | 
|Balance at September 30, 2012            |  |                     | 45,050,000 |  |                        | $ | 45,050 |                            |  | $ | 17,750,337        |  |  | $                 | 6,549,354 |  |                                      | $ | 44,894,229 |       | 



The accompany notes are an integral part
of these consolidated financial statements



44







CHINA HGS REAL ESTATE INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED SEPTEMBER 30,



|                                                                              |  | 2012 |             |   | 2011 |  
|----------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|Cash flows from operating activities                                          |  |      |             |   |      |  
|Net income                                                                    |  | $    | 5,176,093   |   |      | $
|Adjustments to reconcile net income to net cash used in operating activities: |  |      |             |   |      |  
|Depreciation                                                                  |  |      | 89,363      |   |      |  
|Stock based compensation                                                      |  |      | 26,252      |   |      |  
|Provision for losses on loans to outside parties                              |  |      | -           |   |      |  
|                                                                              |  |      |             |   |      |  
|Changes in assets and liabilities:                                            |  |      |             |   |      |  
|Restricted cash                                                               |  |      | (184,604    | ) |      |  
|Advances to vendors                                                           |  |      | 3,435,815   |   |      |  
|Loans to outside parties                                                      |  |      | 2,581,379   |   |      |  
|Security deposits for land use rights                                         |  |      | (16,562,486 | ) |      |  
|Real estate property development completed                                    |  |      | (7,110, 766 | ) |      |  
|Real estate property under development                                        |  |      | (126,162    | ) |      |  
|Other current assets                                                          |  |      | (85,398     | ) |      |  
|Accounts payables                                                             |  |      | (3,700,969  | ) |      |  
|Other payables                                                                |  |      | 885,072     |   |      |  
|Customer deposits                                                             |  |      | 7,089,879   |   |      |  
|Construction deposits                                                         |  |      | 106,436     |   |      |  
|Accrued expenses                                                              |  |      | 277,201     |   |      |  
|Taxes payable                                                                 |  |      | 264,205     |   |      |  
|Net cash used in operating activities                                         |  | $    | (7,838,690  | ) |      | $
|                                                                              |  |      |             |   |      |  
|Cash flow from investing activities                                           |  |      |             |   |      |  
|Purchase of property and equipment                                            |  |      | -           |   |      |  
|Net cash used in investing activities                                         |  | $    | -           |   |      | $
|                                                                              |  |      |             |   |      |  
|Cash flow from financing activities                                           |  |      |             |   |      |  
|Proceeds from shareholder loan                                                |  |      | 3,142,332   |   |      |  
|Repayment of shareholder loan                                                 |  |      | (3,142,332  | ) |      |  
|Net cash provided by financing activities                                     |  | $    | -           |   |      | $
|                                                                              |  |      |             |   |      |  
|Effect of changes of foreign exchange rate on cash                            |  |      | 105,581     |   |      |  
|Net decrease in cash                                                          |  |      | (7,733,109  | ) |      |  
|Cash, beginning of year                                                       |  |      | 8,837,795   |   |      |  
|Cash, end of year                                                             |  | $    | 1,104,686   |   |      | $
|Supplemental disclosures of cash flow information:                            |  |      |             |   |      |  
|Interest paid                                                                 |  | $    | -           |   |      | $
|Income taxes paid                                                             |  | $    | 129,863     |   |      | $



The accompany notes are an integral part
of these consolidated financial statements



45







NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION



China HGS Real Estate Inc. (the “Company”
or “China HGS” or “we”, “our”, “us”), formerly known as China Agro Sciences Corp.,  is
a corporation organized under the laws of the State of Florida.



On August 21, 2009, a Share Exchange Agreement
(“Share Exchange”) was entered into by and among the Company, Rising Pilot, Inc., a British Virgin Islands company
(the “HGS Shareholder”), and China HGS Investment Inc., a Delaware corporation and wholly-owned subsidiary of the HGS
Shareholder (“HGS Investment”).



Pursuant to the Share Exchange Agreement,
the HGS Shareholder transferred and assigned to the Company all of the issued and outstanding capital stock of HGS Investment in
exchange for 14,000,000 shares of the Company’s common stock.  The closing of the Share Exchange transaction occurred
on August 31, 2009.  As a result of the Share Exchange, HGS Investment became a wholly-owned subsidiary of the Company.
After the consummation of the Share Exchange transaction, the Company changed its name to China HGS Real Estate, Inc.



In addition, as a part of the Share Exchange
transaction, the Company entered into an entrusted management agreement (the “Entrusted Management Agreement”) with
the management of the Company’s PRC operating subsidiary, Shaanxi Guangsha Investment and Development Group Co., Ltd. (“Guangsha”)
and issued to Mr. Zhu Xiaojun, the CEO of Guangsha and his management team an aggregate of 25,000,000 shares of the Company’s
common stock.



Prior to and in conjunction with the consummation
of the Share Exchange, the Company entered into a purchase and sale agreement with Mr. Zhengquan Wang, the Company’s former
CEO, pursuant to which, Mr. Wang returned 14,000,000 shares of the Company’s common stock to the Company in exchange for
the business and assets of Dalian Holding Corp., a Florida corporation and wholly-owned subsidiary of the Company.  In
addition, Mr. Wang assumed all the liabilities of Dalian Holding and released the Company from any and all claims, known or unknown,
with regard to such liabilities.



As a result of the Share Exchange transaction,
the shareholders of Guangsha acquired the majority of the equity in the Company. In addition, the original officers and directors
of the Company resigned from their positions and new directors and officers affiliated with Guangsha were appointed ten days after
the notice pursuant to Rule 14f-1 was mailed to the Company’s shareholders of record.



The transaction has been accounted for
as a reverse merger under the purchase method of accounting. Accordingly, HGS Investment and its subsidiaries are treated as the
continuing entity for accounting purposes.



HGS Investment is a Delaware corporation
and owns 100% of the equity interest in Shaanxi HGS Management and Consulting Co., Ltd. (“Shaanxi HGS”), a wholly owned
foreign entity incorporated under the laws of the People’s Republic of China (“PRC” or “China”) on
June 3, 2009.



China HGS does not conduct any substantive
operations of its own. Instead, through its subsidiary, Shaanxi HGS, in November 2007 it entered into certain exclusive contractual
agreements with Guangsha. Pursuant to these agreements, Shaanxi HGS is obligated to absorb a majority of the risk of loss from
Guangsha’s activities and entitles Shaanxi HGS to receive a majority of Guangsha’s expected residual returns. In addition,
Guangsha’s shareholders have pledged their equity interest in Guangsha to Shaanxi HGS, irrevocably granted Shaanxi HGS an
exclusive option to purchase, to the extent permitted under PRC Law, all or part of the equity interests in Guangsha and agreed
to entrust all the rights to exercise their voting power to the person(s) appointed by Shaanxi HGS.



46







NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION (continued)



Based on these contractual arrangements,
management believes that Guangsha should be considered a “Variable Interest Entity” (“VIE”) under ASC 810
“Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51”, because the equity investors in Guangsha
no longer have the characteristics of a controlling financial interest, and the Company, through Shaanxi HGS, is the primary beneficiary
of Guangsha and its operations. Accordingly, Guangsha has been consolidated under ASC 810.



The Company,
through its subsidiaries and VIE, engages in real estate development, in the construction and sale of residential apartments, parking
lots and commercial properties. Total assets and liabilities presented on the consolidated balance sheet and sales, cost
of sales, net income presented on Consolidated Statement of Income and Comprehensive Income as well as the cash flow from operation,
investing and financing activities presented on the Consolidated Statement of Cash Flows are substantially the financial position,
operation and cash flow of Guangsha, because the Company, HGS Investment and Shaanxi HGS are holding companies resulting from the
reorganization and do not have active operations since inception. The Company has not provided any financial support to Guangsha
for the years ended September 30, 2012 and 2011.



The following assets and liabilities of
the consolidated VIE were included in the accompanying consolidated financial statements of the Company as of September 30, 2012
and 2011:



|                        |  | Balance as of      |            
|----------------------- |  | ------------------ | -----------
|                        |  | September 30, 2012 |            
|Current assets          |  | $                  | 33,048,548 
|Non-current assets      |  |                    | 86,174,640 
|Total assets            |  |                    | 119,223,188
|                        |  |                    |            
|Current liabilities     |  |                    | 24,829,667 
|Non-current liabilities |  |                    | 18,608,252 
|Total liabilities       |  | $                  | 43,437,919 



NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Principles of consolidation



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



The consolidated financial statements include
the financial statements of China HGS Real Estate Inc. (the “Company” or “China HGS”), China HGS Investment
Inc. (“HGS Investment”), Shaanxi HGS Management and Consulting Co., Ltd. (“Shaanxi HGS”) and its variable
interest entity (“VIE”), Shaanxi Guangsha Investment and Development Group Co., Ltd. (“Guangsha”). All
inter-company transactions and balances between the Company and its subsidiaries have been eliminated upon consolidation.



Use of estimates



The preparation of financial statements
in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the
consolidated financial statements and accompanying notes, and disclosure of contingent liabilities at the date of the consolidated
financial statements. Estimates are used for, but not limited to, the selection of the useful lives of property and equipment,
provision necessary for contingent liabilities, fair values, revenue recognition, taxes, budgeted costs and other similar charges.
Management believes that the estimates utilized in preparing its consolidated financial statements are reasonable and prudent.
Actual results could differ from these estimates.



47







NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)



Fair value of financial instruments



The Company follows the provisions of Accounting
Standards Codification (“ASC”) 820, Fair Value Measurements and Disclosures. It clarifies the definition of fair value,
prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair
value as follows:



Level 1-Inputs are unadjusted quoted prices
in active markets for identical assets or liabilities available at the measurement date.



Level 2-Inputs are unadjusted quoted prices
for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets
that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable
market data.



Level 3-Inputs are unobservable inputs
which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the
asset or liability based on the best available information.



The carrying amounts reported in the accompanying
consolidated balance sheets for cash, restricted cash, advances to vendors, loans to outside parties, security deposits for land
use rights, other current assets, accounts payable, other payables, customer deposits, accrued expenses and taxes payable approximate
their fair value based on the short-term maturity of these instruments. The fair value of the long term customer and construction
deposits approximate their carrying amounts because the deposits are received in cash.



Revenue recognition



Real estate sales are recognized in accordance with the ASC
360-20 “Real Estate Sales”.



Revenue from the sales of development properties is recognized
by the full accrual method at the time of the closing of an individual unit sale. This occurs when title to or possession of the
property is transferred to the buyer. A sale is not considered consummated until (a) the parties are bound by the terms of
a contract, (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, (e) the seller does not have substantial
continuing involvement with the property, and (f) the usual risks and rewards of ownership have been transferred to the buyer.
Further, the buyer’s initial and continuing investment is adequate to demonstrate a commitment to pay for the property.



The Company provides “mortgage loan
guarantees” only with respect to buyers who make down-payments of 30%-50% of the total purchase price of the property. The
period of the mortgage loan guarantee begins on the date the bank approves the buyer’s mortgage and we receives the loan
proceeds in our bank account and ends on the date the “Certificate of Ownership” evidencing that title to the property
has been transferred to the buyer. The procedures to obtain the Certificate of Ownership take six to twelve months (the “Mortgage
Loan Guarantee Period”).  If, after investigation of the buyer’s income and other relevant factors, the bank
decides not to grant the mortgage loan, our mortgage-loan based sales contract terminates and there will be no guarantee obligation.  If,
during the Mortgage Loan Guarantee Period, the buyer defaults on his or her monthly mortgage payment for three consecutive months,
we are required to refund the loan proceeds back to the bank, although we have the right to keep the customer's deposit and resell
the property to a third party.  Once the Certificate of Property has been issued by the relevant government authority,
our loan guarantee terminates.  If the buyer then defaults on his or her mortgage loan, the bank has the right to take
the property back and sell it and use the proceeds to pay off the loan.  The Company is not liable for any shortfall
that the bank may incur in this event. To date, no buyer has defaulted on his or her mortgage payments during the Mortgage Loan
Guarantee Period and the Company has not had to refund any loan proceeds pursuant to its mortgage loan guarantees.



Formunicipal
roadconstruction projects, fees are generally recognized by the full accrual method at the time of
the projects are completed.



48







NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)



Foreign currency translation



The Company’s financial information
is presented in U.S. dollars. The functional currency of the Company’s operating subsidiaries is Renminbi (“RMB”),
the currency of the PRC. The consolidated financial statements of the Company have been translated into U.S. dollars in accordance
with ASC 830-30 “Translation of Financial Statements”. The financial information is first prepared in RMB and then
is translated into U.S. dollars at year-end exchange rates as to assets and liabilities and average exchange rates as to revenue
and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred. The effects
of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in stockholders’
equity.



|                                       |  | 2012 |        |  | 2011 | 
|-------------------------------------- |  | ---- | ------ |  | ---- | 
|Year end RMB : USD exchange rate       |  |      | 6.3190 |  |      | 
|Annual average RMB : USD exchange rate |  |      | 6.3198 |  |      | 



The RMB is not freely convertible into foreign currency and
all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts
could have been, or could be, converted into U.S. dollars at the rates used in translation.



Cash



Cash includes cash on hand and demand deposits
in accounts maintained with commercial banks within the PRC. The Company considers all highly liquid investments with original
maturities of three months or less when purchased to be cash equivalents. The Company maintains bank accounts in the PRC. Cash
balances in bank accounts in PRC are not insured by the Federal Deposit Insurance Corporation or other programs.



Restricted Cash



The restricted cash is required by the
banks as collateral for mortgage loans given to the home buyers before obtaining the certificates of ownership of the properties
as collateral. In order to provide the banks with the certificates of ownership, the Company is required to complete certain procedures
with the Chinese Government, which normally takes six to twelve months. Because the banks provide the loan proceeds to the Company
without obtaining certificates of ownership as loan collateral during this six to twelve months’ period, the mortgage banks
require the Company to maintain, as restricted cash, 5% to 10% of the mortgage proceeds as security for the Company’s obligations
under such guarantees. The restricted cash is released by the banks once they receive the certificates of ownership. As of September
30, 2012 and 2011, the balances of restricted cash totaled $1,080,985 and $885,678, respectively. These deposits are not covered
by insurance. The Company has not experienced any losses in such accounts and management believes its restricted cash account is
not exposed to any risks.



Advances to vendors



Advances to vendors consist of balances
paid to contractors and vendors for services and materials that have not been provided or received and generally relate to the
development and construction of residential and commercial units in the PRC. Advances to vendors are reviewed periodically to determine
whether their carrying value has become impaired. Historically, the Company has not experienced any losses as a result of these
advances. As of September 30, 2012 and 2011, the Company had outstanding balance of advance to vendors
in the amount of $2,566,422 and $5,931,149, respectively.



49







NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)



Loans to outside parties



Loans to outside parties consist of various
cash advances to unrelated companies and individuals with which the Company has business relationships. Loans to outside parties
are reviewed periodically as to whether their carrying value has become impaired. These loans bear no interest and they are due
on demand. The Company considers the assets to be impaired if the collectability of the balances becomes doubtful. As of September
30, 2012 and 2011, the Company had outstanding balances of loans to outside parties in the amount of $20,957 and $2,571,651, respectively.  All
these loans are considered collectible based on the Company’s past experience.



Security deposits for land use rights



Security deposits for land use rights consist of the deposit
held by the PRC government for the purchase of land use rights in Hanzhong City and the deposit held by an unrelated party to transfer
its land use rights in Hanzhong City to the Company. The deposits will be reclassified to real estate property under development
upon the transfers of legal title.



Real estate property development completed and under development



Real estate property consists of finished
residential unit sites, commercial offices and residential unit sites under development. The Company leases the land for the residential
unit sites under land use right leases with various terms from the PRC government. The cost of land use rights is included in the
development cost and allocated to each project. Real estate property development completed and real estate property under development
are stated at the lower of cost or fair value.



Expenditures for land development, including
cost of land use rights, deed tax, pre-development costs, and engineering costs, exclusive of depreciation, are capitalized and
allocated to development projects by the specific identification method. Costs are allocated to specific units within a project
based on the ratio of the sales area of units to the estimated total sales area of the project (or phase of the project) multiplied
by the total cost of the project (or phase of the project).



Cost of amenities transferred to buyers
is allocated to specific units as a component of total construction cost. The amenity cost includes landscaping, road paving, etc.
Once the projects are completed, the amenities are under control of the property management companies. In accordance to GAAP, real
estate property development completed and under development are subject to impairment when the carrying amount exceeds fair value.
An impairment loss shall be recognized only if the carrying amount of the assets is not recoverable and exceeds fair value. The
carrying amount is not recoverable if it exceeds the sum of the undiscounted cash flows expected to be generated by the assets.



50







NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)



Property and equipment, net



Property and equipment are recorded at
cost less accumulated depreciation and any impairment losses.  The cost of an asset comprises its purchase price and
any directly attributable costs of bringing the asset to its working condition and location for its intended use.  Expenditure
incurred after the fixed assets have been put into operation, such as repairs and maintenance and overhaul costs, is normally expensed
in the year in which it is incurred.



Depreciation is computed using the straight-line
method over the estimated useful lives of the assets, less any estimated residual value.  Estimated useful lives of the
assets are as follows:



|Buildings                      |  | 39 years  
|------------------------------ |  | ----------
|Machinery and office equipment |  | 5-10 years
|Vehicles                       |  | 8 years   



Any gain or loss on disposal or retirement
of a fixed asset is recognized in the profit and loss account and is the difference between the net sales proceeds and the net
carrying amount of the asset. When property and equipment are retired or otherwise disposed of, the asset and accumulated depreciation
are removed from the accounts and the resulting profit or loss is reflected in income.



Maintenance, repairs and minor renewals
are charged directly to expense as incurred unless such expenditures extend the useful life or represent a betterment, in which
case they are capitalized.



Impairment of long-lived assets



In accordance with ASC 360, "Accounting
for the Impairment or Disposal of Long-Lived Assets", the Company is required to review its long-lived assets 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, plant and equipment and other assets, for recoverability when events or 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 determined by using the asset's expected future discounted cash flows or market value.
The Company estimates fair value of the assets based on certain assumptions such as budgets, internal projections, and other available
information as considered necessary. There is no impairment of long-lived assets during the years ended September 30, 2012 and
2011.



Customer deposits



Customer deposits consist of amounts received
from customers relating to the sale of residential units in the PRC. In the PRC, customers will generally obtain permanent financing
for the purchase of their residential unit prior to the completion of the project. The lending institution will provide the funding
to the Company upon the completion of the financing rather than the completion of the project. The Company receives these funds
and recognizes them as a liability until the revenue can be recognized.



51







NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)



Property warranty



The Company provides its customers with
warranties which cover major defects of building structure and certain fittings and facilities of properties sold. The warranty
period varies from two years to five years, depending on different property components the warranty covers. The Company constantly
estimates potential costs for materials and labor with regard to warranty-type claims expected to be incurred subsequent to the
delivery of a property. Reserves are determined based on historical data and trends with respect to similar property types and
geographical areas. The Company constantly monitors the warranty reserve and makes adjustments to its pre-existing warranties,
if any, in order to reflect changes in trends and historical data as information becomes available. The Company may seek further
recourse against its contractors or any related third parties if it can be proved that the faults are caused by them. In addition,
the Company also withholds up to 2% of the contract cost from sub-contractors for periods of two to five years. These amounts are
included in construction deposits, and are only paid to the extent that there has been no warranty claim against the Company relating
to the work performed or materials supplied by the subcontractors. For the years ended September 30, 2012 and 2011, the Company
had not recognized any warranty liability or incurred any warranty costs in excess of the amount retained from subcontractors.



Construction Deposits



Construction deposits are the warranty deposits the real estate
contractors provide to the Company upon signing the construction contracts. The Company can use such deposits to reimburse customers
in the event of customer claims due to construction defects.  The remaining balance of the deposits are returned to the
contractors when the terms of the after-sale property warranty expires, which normally occurs within two to five years after the
date of the deposit.



Stock-based compensation



The Company accounted for share-based compensation
in accordance with ASC Topic 718, Compensation - Stock compensation, which requires that share-based payment transactions be measured
based on the grant-date fair value of the equity instrument issued and recognized as compensation expense over the requisite service
period, or vesting period.



ASC 718 requires forfeitures to be estimated
at the time of grant and revised, if necessary, in the subsequent period if actual forfeitures differ from initial estimates. Forfeiture
rate is estimated based on historical and future expectation of employee turnover rate and are adjusted to reflect future change
in circumstances and facts, if any. Share-based compensation expense is recorded net of estimated forfeitures such that expense
was recorded only for those stock options and common stock awards that are expected to vest.



Income taxes



The Company utilizes ASC 740, “Income
Taxes,” which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of
events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting
amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the
amount expected to be realized.



ASC 740-10-25 prescribes a more-likely-than-not
threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in
a tax return. It also provides guidance on the recognition of income tax assets and liabilities, classification of current and
deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, years open for
tax examination, accounting for income taxes in interim periods and income tax disclosures. There are no material uncertain tax
positions as of September 30, 2012 and 2011.



52









NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)



Income taxes (continued)



The Company is a corporation organized
under the laws of the State of Florida. However, all of the Company’s operations are conducted solely by its subsidiaries
in the PRC.  No income is earned in the United States and the management does not repatriate any earnings outside the
PRC.  As a result, the Company did not generate any U.S. taxable income for the years ended September 30, 2012, and 2011.



As of September 30, 2012, the tax years
ended September 30, 2006 through September 30, 2012 for the Company’s PRC entities remain open for statutory examination
by PRC tax authorities. The parent Company China HGS Real Estate Inc.’s tax years ended September 30, 2006 through September
30, 2012 remains open for statutory examination by U.S. tax authorities.



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 exempted if the appreciation values do not exceed certain thresholds specified in the relevant
tax laws.



The whole project must be completed before
the LAT obligation can be assessed. Accordingly, the Company should record the liability and the total related expense at the completion
of a project unless the tax authorities impose an assessment at an earlier date.  The methods to implement this tax law
vary among different geographic areas. Hanzhong, where the project Mingzhu Garden, NanDajie and Central Plaza are located, implements
this tax rule by requiring real estate companies prepay the LAT based upon customer deposits received. The tax rate in Hanzhong
is 1%. Yang County, where the project Yangzhou Pearl Garden is located, requires a tax rate of 0.5%.



Comprehensive income



In accordance with ASC 220-10-55, comprehensive
income is defined as all changes in equity except those resulting from investments by owners and distributions to owners. The Company’s
only components of comprehensive income during the years ended September 30, 2012 and 2011 were net income and foreign currency
translation adjustments.



Basic and diluted earnings per share



The Company computes earnings
per share (“EPS”) in accordance with the ASC 260, “Earnings per share”, which requires companies
with complex capital structures to present basic and diluted EPS.  Basic EPS is measured as net income divided by
the weighted average common shares outstanding for the period.  Diluted EPS is similar to basic EPS but presents
the dilutive effect on a per share basis of potential common shares (e.g., convertible securities, options and warrants) as
if they had been converted at the beginning of the periods presented, or issuance date, if later.  Potential common
shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded
from the calculation of diluted EPS. All stock options were excluded from the calculation of diluted EPS because they would
be anti-dilutive as of September 30, 2012 and 2011.



Advertising expenses



Advertising costs are expensed as incurred. For the years ended
September 30, 2012 and 2011, the Company recorded advertising expenses of $99,733 and $25,446, respectively.



53







NOTE 2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(continued)



Concentration risk



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 environment in the PRC, and by the general state of the PRC's economy. The Company's operations in the PRC are
subject to specific considerations and significant risks not typically associated with companies in North America. The Company's
results may be adversely affected 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. Financial instruments which potentially
subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. All of the Company’s
cash is maintained with state-owned banks within the People’s Republic of China of which no deposits are covered by insurance.
The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.



The Company is dependent on third-party
sub-contractors, manufacturers, and distributors for all construction services and supply of construction materials. One supplier
accounted for 29% and 20% of project expenditures for the years ended September 30, 2012 and 2011, respectively.



NOTE 3. SECURITY DEPOSITS FOR LAND USE RIGHTS



In May 2011,
the Company entered into a development agreement with the local government. Pursuant to the agreement, the Company will prepay
the development cost of $18,942,871 (RMB119, 700,000) and the Company has the right to acquire the land use rights through public
bidding. The prepaid development cost will be deducted from the final purchase price of the land use rights. As of September 30,
2012, a deposit of $3,165,058 (RMB20,000,000) (2011 - $3,127,345 or RMB 20,000,000) was paid by the Company.The Company
currently expects to make payment of the remaining development cost within the next twelve months based on government’s current
work in process.



In August 2011,
the Company entered into a land transfer agreement with Hanzhong Shijin Real Estate Development Limited (“Shijin”).
Pursuant to the agreement, Shijin agreed to transfer certain land use rights to the Company for the total price of $7,200,506 (RMB45,
500,000).As of September 30, 2012, a deposit of $7,265,390 (the full contract amount of RMB45, 500,000 including a commission
of RMB 410,000) was paid by the Company. The Company is in the process of applying for the land use rights certificate. As
of September 30, 2011, the deposit balance was $3,127,346 (RMB20, 000,000).



On November 18, 2011, the Company won two
bids for the land use rights by auction to obtain two parcels of land in Yang county for total consideration and the bidding commission
of $12,597,918 (RMB 79,606,242). As of September 30, 2012, the Company has paid $12,464,250 (RMB78, 761,600). The remaining balance
of $133,667 was expected to be paid by March 31, 2013 when the Company receives the land use rights certificate.



The Company reclassified the
security deposits for land use rights to long term assets due to a slowdown in the real estate development. The comparative
figure has been reclassified to conform this presentation.



54







NOTE 4.  REAL ESTATE PROPERTY
COMPLETED AND UNDER DEVELOPMENT



The following summarizes the components of real estate property
completed and under development as of September 30, 2012 and 2011:



|                                                                 |  | Balance as of       |           
|---------------------------------------------------------------- |  | ------------------- | ----------
|                                                                 |  | September 30,
 2012 |           
|Development completed                                            |  |                     |           
|Hanzhong City Mingzhu Garden (Mingzhu Nanyuan & Mingzhu Beiyuan) |  | $                   | 10,957,861
|Hanzhong City Nan Dajie (Mingzhu Xinju)                          |  |                     | 3,651,828 
|Yang County Yangzhou Pearl Garden                                |  |                     | 11,019,854
|Hanzhong City Central Plaza                                      |  |                     | 596,358   
|Real estate property development completed                       |  | $                   | 26,225,901
|Less:  Real estate property completed –short-term                |  | $                   | 19,534,088
|Real estate property completed –long-term                        |  | $                   | 6,691,813 
|Under development:                                               |  |                     |           
|Hanzhong City Oriental Pearl Garden                              |  |                     | 30,964,847
|Hanzhong City Mingzhu Garden (Mingzhu Nanyuan & Mingzhu Beiyuan) |  |                     | 21,102,925
|Yang County Yangzhou Pearl Garden                                |  |                     | 11,620,714
|Hanzhong City Mingzhu Road West (a)                              |  |                     | 732,571   
|Hanzhong City Liuhou Road (a)                                    |  |                     | 191,005   
|Real estate property under development                           |  | $                   | 64,612,062
|                                                                 |  |                     |           
|Less:  Short-term portion                                        |  | $                   | 8,590,275 
|Real estate property under development –long-term                |  | $                   | 56,021,787



| | (a) | In June 2012, the Company was approved by Hanzhong local government to construct two municipal
roads with total length of 1,064.09 meters. The budgeted price for these two municipal roads is approximately $3.0 million (RMB
18,716,489) which was approved by Hanzhong Ministry of Finance. The related construction is expected to be completed by December
31, 2012. For these construction projects, the Company recognizes the fee as other revenue using the full accrual method when the
project is completed.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



As of September 30, 2012 and 2011, land
use rights included in real estate property under development totaled $41,902,111 and $46,793,742, respectively.



NOTE 5.  PROPERTY, PLANT AND EQUIPMENT, NET



As of September 30, 2012 and 2011, the detail of property and
equipment was as follows:



|                                   |  | As of September 30, |          
|---------------------------------- |  | ------------------- | ---------
|                                   |  | 2012                |          
|Buildings                          |  | $                   | 865,175  
|Machinery                          |  |                     | 29,435   
|Office equipment                   |  |                     | 39,729   
|Automobiles                        |  |                     | 446,716  
|Total                              |  |                     | 1,381,055
|                                   |  |                     |          
|Less: accumulated depreciation     |  |                     | 343,975  
|                                   |  |                     |          
|Property, plant and equipment, net |  | $                   | 1,037,080



55







Depreciation expense for the years
ended September 30, 2012 and 2011 was $89,363 and $83,901, respectively.



NOTE 6.  CUSTOMER DEPOSITS



Customer deposits consist of amounts received from customers
for the pre-sale of residential units in the PRC. The details of customer deposits are as follows:



|                                                     |  | As of September 30, |           
|---------------------------------------------------- |  | ------------------- | ----------
|                                                     |  | 2012                |           
|Customer deposits by real estate projects            |  |                     |           
|Mingzhu Garden (Mingzhu Nanyuan and Mingzhu Beiyuan) |  | $                   | 16,900,566
|Yangzhou Pearl Garden                                |  |                     | 12,440,849
|                                                     |  |                     |           
|Total                                                |  | $                   | 29,341,415
|Including:  Customer deposits -short-term            |  | $                   | 11,597,422
|Customer deposits - long-term                        |  | $                   | 17,743,993



Customer deposits are typically 10%-20%
of the unit price for those customers who purchase properties in cash and 30%-50% of the unit price for those customers who purchase
properties with mortgages. Buyers with mortgage loans pay customer deposits. The banks provide the balance of the funding to the
Company upon consummation of the sales. The banks hold the properties as collateral for customers’ mortgage loans. If the
customers default, the bank will repossess the collateral properties. Except during the Mortgage Loan Guarantee Period of approximately
six to twelve months, the banks have no recourse to the Company for customers’ defaults.



NOTE 7. SHAREHOLDER LOAN and RELATED PARTY TRANSACTIONS



|(A) | On March 16, 2011, the Company entered
        into a land transfer agreement with Hanzhong Guangsha Real Estate Development Limited (“Hanzhong”), an entity controlled
        by Mr. Xiaojun Zhu, for land use rights covering GFA 44,000 square meters. Pursuant to the agreement, Hanzhong agreed to transfer
        certain land use right for a total price of $12,509,380 (RMB80, 000,000) based on an independent valuation report. The Company
        paid the purchase price in full.                                                                                                                                                                                                                                                                                
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(B) | On June 16, 2011, Guangsha entered into a one-month RMB loan agreement (“RMB Loan Agreement”) with Mr. Xiaojun Zhu, the majority shareholder and Chairman of the Board of Directors. Pursuant to the RMB Loan Agreement, Guangsha borrowed $4,950,878 (RMB32, 000,000) from Mr. Xiaojun Zhu to partially fund a deposit for a land use rights bid. The loan was interest-free for the first month and had an annual interest rate of 15% thereafter. As the Company did not acquire the land use right, the bid deposit was fully refunded to the Company in July 2011. In July and August , 2011, the Company fully repaid the RMB32,000,000 ($4,950,878) owed to Mr. Xiaojun Zhu under the RMB Loan Agreement with accrued interest expense of $59,641 owed to Mr. Xiaojun Zhu.



|(C) | On June 28, 2011, the Company entered into a one-year loan agreement (“USD Loan Agreement”) with Mr. Xiaojun Zhu, pursuant to which the Company borrowed $1,810,000 from Mr. Xiaojun Zhu to make a capital injection into Shaanxi HGS, the Company’s subsidiary. The interest rate for the loan is 4% per annum. The Company recorded an interest expense of $72,400 for the year ended September 30, 2012 (2011 - $18,100). On July 19, 2012, the Company entered into an amendment to the USD Loan Agreement to extend the term for an additional one year or until June 28, 2013.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|(D) | In connection with the land use rights auctions, the Company borrowed an additional $3,165,058 (RMB 20, 000,000) from Mr. Xiaojun Zhu on November 14, 2011 to fund the deposits for the land use rights bids. The shareholder loan was interest-free for the first month and had an annual interest rate of 15% thereafter. The Company repaid the full amount to Mr. Xiaojun Zhou on December 7, 2011.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



56







NOTE 8. STOCK OPTIONS



Under the fair value recognition provisions
of ASC Topic 718, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized
on a straight-line basis as expense over the vesting period. Additionally, the Company is required to use judgment in estimating
the amount of stock-based awards that are expected to be forfeited. If actual forfeitures differ significantly from the original
estimate, stock-based compensation expense and the results of operations could be impacted.



In January 2010, the Company’s Board
of Directors granted stock options to three newly appointed independent directors to purchase up to 34,000 shares of the Company’s
common stock (“2010 Stock Options).  20% of the shares underlying the options were exercisable on the grant date
and the remaining 80% of the shares underlying the options become exercisable over the next eight quarters at the rate of 10% at
the end of every quarter. The exercise price of the options is $2.60 per share and the options expire on January 6, 2015. 
As of September 30, 2012 and 2011, 100% and 90% of the option awards have vested, respectively.



On March 16, 2011, the Company’s
Board of Directors granted stock options to three independent directors to purchase up to an aggregate of 34,000 shares of the
Company’s common stock (“2011 Stock Options).  Twenty percent (20%) of
the shares underlying the options were exercisable on the grant date and the remaining 80% of the shares underlying the options
become vested over the next eight quarters at the rate of 10% at the end of every quarter. The exercise price of the options is
$2.37 per share and the options expire on March 16, 2016. As of September 30, 2012 and 2011, 90% and
50% of the option awards have vested, respectively.



On August 22, 2012, the Company’s
Board of Directors granted stock options to two new independent directors to purchase up to an aggregate of 120,000 shares of the
Company’s common stock (“2012 Stock Options).  The shares underlying the
options become vested during the following 12 months period at the end of each quarter. The exercise price of the options is $2.37
per share. As of September 30, 2012, 8.3% of the option awards have vested.



The assumptions used in calculating the
fair value of options granted using the Black-Scholes option pricing model are as follows:



|                             |  | Options granted in August 2012 |        |   | Options granted in March 2011 |  
|---------------------------- |  | ------------------------------ | ------ | - | ----------------------------- | -
|Risk-free interest rate      |  |                                | 0.19   | % |                               |  
|Expected life of the options |  |                                | 1 year |   |                               |  
|Expected volatility          |  |                                | 148    | % |                               |  
|Expected dividend yield      |  |                                | 0      | % |                               |  
|Fair value                   |  | $                              | 8,400  |   |                               | $



The Company uses the Black-Scholes
option-pricing model, which incorporates various assumptions including volatility, expected life and interest rates to determine
fair value. The Company’s expected volatility assumption is based on the historical volatility of Company’s stock.
The expected life assumption is primarily based on the simplified method due to the Company’s limited option exercise behavior.
The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the
time of grant.



57







NOTE 8. STOCK OPTIONS (continued)



The following table summarizes the stock option activities of
the Company:



|                                |  | Number of options |         |  | Weighted Average Exercise Price |   |      | Weighted Average Remaining Life in Years |  |  | Grant Date Fair Value | 
|------------------------------- |  | ----------------- | ------- |  | ------------------------------- | - | ---- | ---------------------------------------- |  |  | --------------------- | 
|Outstanding, September 30, 2010 |  |                   | 34,000  |  |                                 | $ | 2.60 |                                          |  |  | 5                     | 
|Granted                         |  |                   | 34,000  |  |                                 |   | 2.37 |                                          |  |  | -                     | 
|Forfeited                       |  |                   | -       |  |                                 |   | -    |                                          |  |  | -                     | 
|Exercised                       |  |                   | -       |  |                                 |   | -    |                                          |  |  | -                     | 
|Outstanding, September 30, 2011 |  |                   | 68,000  |  |                                 | $ | 2.49 |                                          |  |  | 3.87                  | 
|Granted                         |  |                   | 120,000 |  |                                 |   | 2.37 |                                          |  |  |                       | 
|Forfeited                       |  |                   |         |  |                                 |   |      |                                          |  |  |                       | 
|Exercised                       |  |                   | -       |  |                                 |   | -    |                                          |  |  | -                     | 
|Outstanding, September 30, 2012 |  |                   | 188,000 |  |                                 | $ | 2.41 |                                          |  |  | 1.60                  | 
|Exercisable, September 30, 2012 |  |                   | 74,600  |  |                                 | $ | 2.47 |                                          |  |  | 2.57                  | 



Total stock-based compensation expense
recognized in the period ended September 30, 2012 and 2011, was $26,252 and $53,158, respectively. As of September 30, 2012 and
2011, there was $9,012 and $30,011 of unrecognized compensation cost related to stock option awards that are expected to be recognized,
respectively.



NOTE 9. TAXES



(A) Business sales tax



The Company is subject to a 5% business
sales tax on revenue.  It is the Company’s continuing practice to recognize the 5% business sales tax based on
revenue as a cost of sales as the revenue is recognized. As of September 30, 2012, the Company had business sales tax payable of
$3,366,130 (2011- $3,333,941), which is expected to be paid when the projects are completed and assessed by the local tax authority.



(B) Corporate income taxes (“CIT”)



The Company’s PRC subsidiaries and
VIE are governed by the Income Tax Law of the People’s Republic of China concerning the privately run enterprises, which
are generally subject to income tax at a statutory rate of 25% on income reported in the statutory financial statements after
appropriate tax adjustments.



However, as approved by the local tax authority
of Hanzhong City, the Company’s CIT was assessed annually at a pre-determined fixed rate as an incentive to stimulate the
local economy and encourage entrepreneurship. The local income tax rate in Hanzhong is 2.5% and in Yang County is 1.25% on revenue.
For the years ended September 30, 2012 and 2011, the Company’s assessed income taxes were $283,077 and $1,108,284, respectively.



Although the possibility exists for reinterpretation
of the application of the tax regulations by higher tax authorities in the PRC, potentially overturning the decision made by the
local tax authority, the Company has not experienced any reevaluation of the income taxes for prior years. The PRC tax rules are
different from the local tax rules and the Company is required to comply with local tax rules.  The difference between
the two tax rules will not be a liability of the Company.  There will be no further tax payments for the difference.



58







NOTE 9. TAXES (continued)



The following table reconciles the statutory
rates to the Company’s effective tax rate for the years ended September 30, 2012 and 2011:



|                                            |  | For the years ended September
 30, |      
|------------------------------------------- |  | ---------------------------------- | -----
|                                            |  | 2012                               |      
|Chinese statutory tax rate                  |  |                                    | 25.0 
|Exemption rendered by local tax authorities |  |                                    | (19.8
|                                            |  |                                    |      
|Effective tax rate                          |  |                                    | 5.2  



The parent Company China HGS Real Estate
Inc. is incorporated in the United States. Net operating loss carry forwards for United States income tax purposes amounted to
$169,980 and $71,328 as of September 30, 2012 and 2011, respectively, which are available to reduce future years’ taxable
income. These carry forwards will expire in 2032. However, the change in control resulting from the reverse merger in 2009 limits
the amount of loss to be utilized each year. Management doesn’t expect to remit any of its net income back to the United
States in the foreseeable future. Accordingly, the Company recorded a full valuation allowance as of September 30, 2012. The components
of deferred taxes as of September 30, 2012 and 2011 consist of the following:



|                                                                             |  | As of               |        
|---------------------------------------------------------------------------- |  | ------------------- | -------
|                                                                             |  | September 30,
 2012 |        
|Deferred tax asset from net operating loss carry-forwards for parent company |  | $                   | 57,793 
|Valuation allowance                                                          |  |                     | (57,793
|Net deferred tax asset                                                       |  | $                   | -      



The valuation allowance increased $33,541
and $11,135 for the years end September 30, 2012 and 2011, respectively



(C) Land appreciation tax (“LAT”)



Since January 1, 1994, LAT has been applicable
at progressive tax rates ranging from 30% to 60% on the appreciation of land values, with an exemption provided for the sales of
ordinary residential properties if the appreciation values do not exceed certain thresholds specified in the relevant tax laws.
However, the Company’s local tax authority in Hanzhong City has not imposed the regulation on real estate companies in its
area of administration. Instead, the local tax authority has levied the LAT at the rate of 0.5% in Yang County and 1.0% in Hanzhong
against total cash receipts from sales of real estate properties, rather than according to the progressive rates.



As at September 30, 2012, the outstanding
LAT payable balance is $22,650 with respect to properties sold up to September 30, 2012. As at September 30, 2011, the outstanding
LAT payable balance is $148,463 with respect to properties sold up to September 30, 2011.



NOTE 12. TAXES - Continued



(D) Taxes payable consisted of the following:



|                     |  | 2012 |           |  | 2011 |  
|-------------------- |  | ---- | --------- |  | ---- | -
|                     |  |      |           |  |      |  
|CIT                  |  | $    | 765,206   |  |      | $
|Business tax         |  |      | 3,366,130 |  |      |  
|Other taxes and fees |  |      | 205,122   |  |      |  
|                     |  |      |           |  |      |  
|Total taxes payable  |  | $    | 4,336,458 |  |      | $



59







NOTE 10.  STOCKHOLDERS’
EQUITY



(a) Common stock



Prior to the Share Exchange, the Company
had 20,050,000 shares of common stock issued and outstanding. Before the closing of the Share Exchange transaction, the Company
retired 14,000,000 shares of common stock in connection with the spin-off of Dalian Holding. In connection with the Share Exchange
consummated on August 31, 2009, the Company issued 14,000,000 shares of its common stock to the HGS Shareholder and an additional
25,000,000 shares to the management team of Guangsha. As of September 30, 2012 and 2011, the Company has a total of 45,050,000
shares of common stock issued and outstanding.



(b) Statutory surplus reserves



The Company is required to make appropriations
to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined
in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”).



Appropriations to the statutory surplus
reserve is required to be at least 10% of the after tax net income determined in accordance with PRC GAAP until the reserve is
equal to 50% of the entities’ registered capital. Appropriations to the discretionary surplus reserve are made at the discretion
of the Board of Directors.



The statutory surplus reserve fund is non-discretionary
other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion
or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing
the par value of shares currently held by them, provided that the remaining statutory surplus reserve balance after such issue
is not less than 25% of the registered capital before the conversion.



Pursuant to the Company’s articles
of incorporation, the Company is to appropriate 10% of its net profits as statutory surplus reserve. As of September 30, 2012 and
2011, the balance of statutory surplus reserve was $6,549,354 and $ 5,945,384, respectively.



The discretionary surplus reserve may be
used to acquire fixed assets or to increase the working capital to expend on production and operation of the business. The Company’s
Board of Directors decided not to make an appropriation to this reserve for the years ended September 30, 2012 and 2011.



NOTE 11. CONTINGENCY AND COMMITMENTS



As an industry practice, the Company provides
guarantees to PRC banks with respect to loans procured by the purchasers of the Company’s real estate properties for the
total mortgage loan amount until the completion of obtaining the “Certificate of Ownership” of the properties from
the government, which generally takes six to twelve months. Because the banks provide loan proceeds without getting the “Certificate
of Ownership” as loan collateral during this six to twelve months’ period, the mortgage banks require the Company to
maintain, as restricted cash, 5% to 10% of the mortgage proceeds as security for the Company’s obligations under such guarantees.
If a purchaser defaults on its payment obligations, the mortgage bank may deduct the delinquent mortgage payment from the security
deposit and require the Company to pay the excess amount if the delinquent mortgage payments exceed the security deposit. The Company
has made necessary reserves in its restricted cash account to cover any potential mortgage defaults as required by the mortgage
lenders. The Company has not experienced any losses related to this guarantee and believes that such reserves are sufficient.



In May 2011, the Company entered into
a development agreement with the local government. Pursuant to the agreement, the Company will prepay the development cost of
$18,942,871 (RMB119,700,000) and the Company has the right to acquire the land use rights through public bidding unless
another company wins the bidding. The prepaid development cost will be deducted from the final purchase price of the land use
rights or refunded to the Company plus profit earned if the Company does not win the bidding. As of September 30, 2012, a
deposit of $3,165,058 (RMB20,000,000) was paid by the Company. The Company currently expects to make payment of the remaining
development cost within the next twelve months based on the government’s current work in process.



60







NOTE 11. CONTINGENCY AND COMMITMENTS (continued)



On November 18, 2011, the Company won two
bids for the land use rights by auction to obtain two parcels of land in Yang county for total consideration and the bidding commission
of $12,597,918 (RMB 79,606,242). As of September 30, 2012, the Company has paid $12,464,250 (RMB78, 761,600). The remaining balance
of $133,667 is expected to be paid by March 31, 2013 when the Company received the land use rights certificate.



On May 28, 2012, the Company engaged a
new Chief Financial Officer (“CFO”). The term of his contract is for one year. The CFO will receive an annual
bonus up to RMB180,000 (approximately US$28,000) and is also entitled to 100,000 shares of restricted common stock of the Company
at the end of the term. The restricted stock bonus is subject to the board’s approval.



NOTE 12. SUBSEQUENT EVENTS



On October 23, 2012, the Company entered
into a sales agreement to sell the remaining commercial units in Nan Dajie (Mingzhu Xinju) project located in Hanzhong City with
a total contract amount of RMB 33,911,426 (equivalent to $5.4 million) with a total GFA of 4,545.88 square meters. The average
selling price for these commercial units is RMB 7,459.82 per square meter (equivalent to $1,180 per square meter).



61







Item 9.  Changes and Disagreements with Accountants
on Accounting and Financial Disclosure



None.



Item 9A.  Controls And Procedures



(a) Evaluation of Disclosure Controls and Procedures



Under the supervision and with the participation
of our management, including our Chief Executive Officer, Chief Financial Officer and others, we conducted an evaluation of the
effectiveness of our disclosure controls and procedures, as such term defined in Rules 13a-15(e) and 15d-15(e) under the Securities
Exchange Act of 1934, as amended, as of the end of the period covered by this Annual Report on Form 10-K (the “Evaluation
Date”).



The purpose of this evaluation is to determine
if, as of the Evaluation Date, our disclosure controls and procedures are effective such that the information required to be disclosed
in our Securities and Exchange Commission (“SEC”) reports (i) is recorded, processed, summarized and reported within
the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our Chief
Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.



Management conducted its evaluation of
disclosure controls and procedures under the supervision of our chief executive officer and our chief financial officer. Based
upon this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and
procedures were not effective as of September 30, 2012.



(b) Management’s Report on Internal
Control over Financial Reporting



The Company’s management is responsible
for establishing and maintaining internal controls over financial reporting. Internal Control Over Financial Reporting is a process
designed by, or under the supervision of, the Company’s principal executive and principal financial officers, or persons
performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:



| | 1. | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and dispositions of the assets of the Company;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Provide reasonable assurance that transactions are recorded as necessary to permit preparation
of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
Company are being made only in accordance with authorizations of its management and board of directors; and
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use or disposition of the Company’s assets that could have a material effect on its financial statements;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Because of its inherent limitations, internal
control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial
statements would be prevented or detected. Also, projections of any evaluation of effectiveness to future periods are subject to
the risks that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.



Our management, including our chief executive
officer and chief financial officer, has conducted an self-assessment, including attestationof the design and operational effectiveness
of the Company’s internal controls over financial reporting as of September 30, 2012. In making its assessment, management
adopted the criteria in “Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations
of the Treadway Commission” and generated the assessment report and working paper under the standardized testing procedures.
Based on this evaluation, our management concluded that our internal control over financial reporting as of September 30, 2012 was
not effective. The material weakness identified was mainly related to the fact that the Company lacked the internal audit function.



62







This report set forth above does not include
an attestation report of our independent registered public accounting firm regarding internal control over financial reporting.
The management’s report was not subject to attestation by our independent registered public accounting firm pursuant to rules
of the Securities and Exchange Commission that permit the Company to provide only management’s report herein.



(c) Changes in Internal Controls over
Financial Reporting



The management is committed to improving
the internal controls over financial reporting and will undertake the consistent improvements or enhancements on an ongoing basis.



Subsequent
to the identification of the material weakness in our construction cost allocation in our fiscal 2011 annual report, we instituted
a new review procedure in which the general nature construction cost allocation shall be reviewed and approved by the project construction
manager and our PRC accounting manager, to remediate the related internal control weakness.



On
May 28, 2012, the Company appointed Samuel Shen as a new Chief Financial Officer. Prior to joining the Company, Mr. Shen was a
Director at Bluehill Investment Advisory Group, a North America-PRC based consulting firm, where he helped several U.S. and Canadian
listed Chinese companies with their financial reporting, internal control implementation, and SOX compliance training. Mr. Shen
is experienced with financial reporting under U.S. GAAP and IFRS.



To
remediate the weakness in lack of internal audit function, the Company has recently employed an internal auditor to reinforce the
function of the internal audit department. Currently, the internal audit department has two staffs. With the assistance of the
independent SOX consulting firm the Company has engaged, the internal audit department will perform the management self-assessment
of the internal controls over financial reporting in 2013. Moreover, the internal audit function will be conducted by the internal
audit department.



The Company continued to engage the existing
independent professional consulting firm to assist the Company’s Internal Control Evaluation Committee in evaluating the
internal control effectiveness in fiscal 2013.



The remedial measures being undertaken
may not be fully effectuated or may be insufficient to address the significant deficiencies we identified, and there can be no
assurance that significant deficiencies or material weaknesses in our internal control over financial reporting will not be identified
or occur in the future. If additional significant deficiencies (or if material weaknesses) in our internal controls are discovered
or occur in the future, among other similar or related effects: (i) the Company may fail to meet future reporting obligations on
a timely basis, (ii) the Company’s consolidated financial statements may contain material misstatements, and (iii) the Company’s
business and operating results may be harmed.



Item 9B.  Other Information



None.



63







PART III



Item 10.  Directors, Executive Officers and Corporate
Governance



Directors



The Board of Directors is presently composed of five (5) members:
Xiaojun Zhu, Shenghui Luo, Christy Young Shue, John Chen, and Yuankai Wen. Mr. Zhu serves as Chairman of the Board of Directors.
The Board of Directors has determined that Christy Young Shue, John Chen, and Yuankai Wen are independent directors within the
meaning set forth in the NASDAQ listing rules and as required by the rules and regulations of the SEC, as currently in effect.



Below you will find a tabular summary of our entire Board, their
age as of September 30, 2012, the year they were each elected, and the year in which their term ends.





|Name               |  | Age |  | Position                                                                  |  | Director Since
|------------------ |  | --- |  | ------------------------------------------------------------------------- |  | --------------
|Xiaojun Zhu        |  | 46  |  | President, Chief Executive Officer and Chairman of the Board of Directors |  | 2009          
|Shenghui Luo       |  | 44  |  | Director                                                                  |  | 2010          
|Christy Young Shue |  | 49  |  | Director                                                                  |  | 2012          
|John Chen          |  | 40  |  | Director                                                                  |  | 2012          
|Yuankai Wen        |  | 66  |  | Director                                                                  |  | 2010          



The following paragraphs provide information
about each director, including all positions he or she holds, his or her principal occupation and business experience for the past
five years, and the names of other publicly-held companies of which he or she currently serves as a director or has served as a
director during the past five years.



Xiaojun Zhu, the President, Chief
Executive Officer, and Chairman of the Board of Directors of China HGS, began his entrepreneurial career in 1995 by creating a
privately-run real estate company in Hanzhong, Shaanxi Province. With more than 20 years’ experience, Mr. Zhu is considered
to be one of China’s most influential business leaders in the real estate industry. In October 2005, Mr. Zhu received the
“Top 100 Management Elites in China’s Building Industry 2005” award by the Chinese Academy of Management Science.
Mr. Zhu also received the “Innovative Shaanxi - Person of the Year 2007” award and the “Outstanding Socialism
Builder of Shaanxi Province in 2008” award. In August 2009, Mr. Zhu joined China Agro as Chairman and Chief Executive Officer.
In 2007, before joining China Agro, Mr. Zhu served as the Chairman and General Manager of Shaanxi Guangsha Investment and Development
Group Co., Ltd. From 1995 to 2007, Mr. Zhu was the Chairman and General Manager of Hanzhong Guangsha Real Estate Development Co,
Ltd., a real estate development company. From 1992 to 1995, prior to starting his own business, Mr. Zhu served as a Vice General
Manager in the real estate-based subsidiary of Hanjiang Building Material Group Corporation. From 1985 to 1988, Mr. Zhu studied
at Shaanxi Metallurgy College. As the founder of the Company, Mr. Zhu is acknowledged to be one of China’s leading business
executives in the real estate industry and is able to provide the Board with an understanding of the Company’s business as
well as provide expert perspective on industry trends and opportunities. Mr. Zhu’s experience with the Company from its founding
also offers the Board insight to the evolution of the Company, including from execution, cultural, operational, competitive and
industry points of view.



Christy Young Shuehas served as
a director since August 2012. Ms. Shue served as Executive Vice President, Finance and Investor Relations and Corporate Secretary
of Harbin Electric, Inc. (NASDAQ: HRBN) from 2007 through April 2012, when Harbin went private as a result of a management buyout
transaction. From 2006 through 2007, Ms. Shue was a Vice President, a Senior Investor Relations Consultant at Christensen, an Investor
Relations advisory firm. From 2003 through 2006, Ms. Shue served as Investor Relations Manager at International Paper (NYSE: IP).
Ms. Shue received her MBA degree in finance/international business from Stern School of Business, New York University, a Ph.D.
in Chemistry from Purdue University, and a Bachelor of Science degree in Chemistry from Sichuan University. Ms. Shue’s previous
experience as an officer and Investor Relations manager for public companies has given her insights into various challenges that
public companies experience, as well as extensive knowledge and understanding of capital market related issues such as corporate
governance and financial reporting.



64







John Chen has served as a director
since August 2012. Mr. Chen is a California Certified Public Accountant. Mr. Chen has been the Chief Financial Officer of General
Steel Holdings Inc. (NYSE: GSI) since May 2004. From 1997 to 2003, Mr. Chen was a Senior Accountant at Moore Stephens Frazer and
Torbet. Mr. Chen received his Bachelor of Science degree in Business Administration, Accounting from California State Polytechnic
University. Mr. Chen’s experience as a California Certified Public Accountant and his experience as a chief financial officer
of a public company have provided him with broad experience in finance including accounting and financial reporting. This experience
has led our Board of Directors to determine that he is an “audit committee financial expert” as that term is defined
in Item 407(d)(5) of Regulation S-K under the 1934 Act.



Yuankai Wen has served as a director
since January 2010.  Since 1998, Mr. Wen has served as the Chairman of Beijing Neolinde Management Training Center.  From
1997 to 1998, he was also the Chairman of Beijing Neolinde Management Consulting Co. From 1994 through 1997, Mr. Wen was a Vice
President of Roosevelt China Investment Co., an investment firm. Mr. Wen received his Bachelor’s degree in Chemistry from
Nanjing University. He was also a visiting scholar of Physical and Chemical Biology Institute, University of Paris in France. Mr.
Wen’s experience as Chairman of the Beijing Neolinde Management Graining Center and as Chairman of the Beijing Neolinde Management
Consulting Co. has provided him with broad leadership and executive experience. Moreover, his management experience in China provides
him with a perspective on Chinese business operations.



Shenghui Luo has served as a director
since January 2010.  Ms. Luo joined Shaanxi Guangsha Investment and Development Group Co., Ltd., the Company’s
subsidiary, in 1997.  From 2000 through March 2009, Ms. Luo served as Vice Director of the Finance Department of Shaanxi
Guangsha Investment and Development Group Co., Ltd.  In March 2009, Ms. Luo was appointed a Manager of the Finance Department
of Shaanxi Guangsha Investment and Development Group Co., Ltd. Ms. Luo received her Bachelor’s degree in Accounting from
Shaanxi Finance College. As a result of Ms. Luo’s service as a member of the Company’s finance department, she developed
an extensive understanding of the Company’s business. In addition, her knowledge and experience in finance and accounting
provides her with a broad understanding of the Company’s financial reporting under both PRC and US GAAP.



Family Relationships



No family relationships exist among our directors, executive
officers, or persons nominated or chosen by us to become directors or executive officers.



All directors hold office until the next annual stockholders’
meeting or until their death, resignation, retirement, removal, disqualification, or until their successors have been elected and
are qualified. Our officers serve at the will of the Board of Directors.



Involvement in Certain Legal Proceedings



To the best of our knowledge, none of our
directors or executive officers have been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors,
or has been a party to any judicial or administrative proceeding during the past five years that resulted in a judgment, decree
or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities
laws, or a finding of any violation of federal or state securities laws, except for matters that were dismissed without sanction
or settlement. Except as set forth in our discussion below in “Certain Relationships and Related Transactions,” none
of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors,
executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.



65







Code of ethics



On January 22, 2010, the Board of Directors
adopted a Code of Conduct which sets forth the standards by which the Company’s employees, officers and directors should
conduct themselves. The Company will disclose any amendment to the Code of Conduct or waiver of a provision of the Code of Conduct
that applies to the Company’s Chief Executive Officer, Chief Financial Officer and any other principal financial officer,
and any other person performing similar functions and relates to certain elements of the Code of Conduct, including the name of
the officer to whom the waiver was granted.



Committees of the Board of Directors



The Board of Directors has the following standing committees:
Audit, Compensation, and Nominating and Corporate Governance. The Board of Directors has adopted written charters for each of these
committees. All members of the committees appointed by the Board of Directors are non-employee directors and the Board of Directors
has determined that all such members are independent under the applicable rules and regulations of NASDAQ and the SEC, as currently
in effect. In addition, all directors who served on a committee during any portion of fiscal year 2011 were independent under the
applicable rules and regulations of NASDAQ and the SEC during such director’s period of service.



The following chart details the membership of each standing
committee as of September 30, 2012 and the number of meetings each committee held in fiscal year 2012.



|Name of Director                  |  | Audit |   |  | Compensation |  |   | Nominating & Corporate Governance | 
|--------------------------------- |  | ----- | - |  | ------------ |  | - | --------------------------------- | 
|Gordon H. Silver*                 |  |       | M |  |              |  | M |                                   | 
|H. David Sherman**                |  |       | C |  |              |  | M |                                   | 
|Yuankai Wen                       |  |       | M |  |              |  | C |                                   | 
|Number of Meetings in Fiscal 2012 |  |       | 4 |  |              |  | 1 |                                   | 

M = Member

C = Chair



*On August 22, 2012, Mr. Gordon H. Silver resigned from the
Board. The Board of Directors appointed Christy Young Shue to each of the Audit, Compensation and Nominating and Corporate Governance
Committees.



**On August 22, 2012, Mr. H. David Sherman resigned from the
Board. The Board of Directors appointed John Chen to each of the Audit, Compensation and Nominating and Corporate Governance Committees.



Executive Officers



Our executive officer and his age as of September 30, 2012 are
as follows:



|Name                | Ages | Position                                                                 
|------------------- | ---- | -------------------------------------------------------------------------
|Xiaojun Zhu *       | 45   | President, Chief Executive Officer and Chairman of the Board of Directors
|Wei (Samuel) Shen** | 34   | Chief Financial Officer                                                  



*Mr. Zhu’s background and business experience is described
above under “ — Directors”



**Wei (Samuel)
Shen has been the Chief Financial Officer of the Company since May 2012. Mr. Shen is a Director at Bluehill Investment Advisory
Group, a North America-PRC based consulting firm, where he helped several U.S. and Canadian listed Chinese companies with their
financial reporting, internal control implementation, and SOX compliance training. From 2006 to 2011, Mr. Shen served as an Audit
Assurance Manager at MSCM LLP, Toronto, where he managed audit engagements for U.S. and Canadian public companies in real estate,
health care, manufacturing, and IT industries. Mr. Shen holds both Chartered Accountant and Certified Public Accountant designations
and is experienced with financial reporting under US GAAP and IFRS. Mr. Shen holds a Master of Management and Public Accounting
from the Rotman School of Management, University of Toronto.



66







Audit Committee



The Audit Committee oversees
our accounting, financial reporting and audit processes; appoints, determines the compensation of, and oversees, the independent
registered public accountants; pre-approves audit and non-audit services provided by the independent registered public accountants;
reviews the results and scope of audit and other services provided by the independent registered public accountants; reviews the
accounting principles and practices and procedures used in preparing our financial statements; oversees the Company’s internal
audit function; and reviews our internal controls.



The Audit Committee works
closely with management and our independent registered public accountants. The Audit Committee also meets with our independent
registered public accountants without members of management present, on a quarterly basis, following completion of our independent
registered public accountants’ quarterly reviews and annual audit and prior to our earnings announcements, to review the
results of their work. The Audit Committee also meets with our independent registered public accountants to approve the annual
scope and fees for the audit services to be performed.



The Board of Directors has
determined that John Chen is an “audit committee financial expert” as defined by SEC rules, as currently in effect.



Section 16(a) Beneficial Ownership Reporting Compliance



Section 16(a) of the Securities Exchange Act of 1934, as amended
(the “Exchange Act”), requires the executive officers and directors of the Company and every person who is directly
or indirectly the beneficial owner of more than 10% of any class of security of the Company to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. Such persons also are required to furnish our company with copies of
all Section 16(a) forms they file.



Based solely on our review of copies of such forms received
by us, we believe that during the fiscal year 2012, the executive officers and directors of the Company and every person who is
directly or indirectly the beneficial owner of more than 10% of any class of security of the Company complied with the filing requirements
of Section 16(a) of the Exchange Act.



Item 11.  Executive Compensation



Compensation of Executive Officers



The following identified persons (the “Named
Executive Officers”) of the Company received compensation in the amounts set forth in the chart below for the fiscal years
ended September 30, 2012 and 2011. All compensation listed is in US dollars. No other item of compensation was paid to any officer
or director of the Company other than reimbursement of expenses.



|Name and Principal Position                |  | Year |  | Salary ($) |        |     | Bonus ($) |  |         | All Other Compensation ($) |  |  | Totals ($) |    
|------------------------------------------ |  | ---- |  | ---------- | ------ | --- | --------- |  | ------- | -------------------------- |  |  | ---------- | ---
|Xiaojun Zhu, Chief Executive Officer and   |  | 2012 |  |            | 31,647 |     |           |  | -       |                            |  |  | (3         | )  
|Chairman of the Board (1)                  |  | 2011 |  |            | 16,772 |     |           |  | 300,000 | (2)                        |  |  | (3         | )  
|Wei (Samuel) Shen, Chief Financial Officer |  | 2012 |  |            | 37,976 | (4) |           |  | -       |                            |  |  | 31,647     | (4)
|                                           |  | 2011 |  |            | -      |     |           |  | -       |                            |  |  | -          |    



| | (1) | Mr. Zhu was paid in Renminbi. His annual salary was RMB 200,000 for fiscal 2012 (consisting
                                                            of RMB143,333 paid and RMB56,667 earned) and RMB109,653 for fiscal 2011. The amounts reflected in this column have been converted
                                                            to                                                             U.S. dollars at the exchange rate of RMB6.3198 to the U.S.
                                                            dollar for fiscal 2012 and RMB6.5377 to the U.S. dollar for fiscal
                                                            2011.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



67







| | (2) | Earned in fiscal 2011, although payment has been deferred and not paid as at September 30, 2012.
| | --- | ------------------------------------------------------------------------------------------------

| | (3) | The Company owns a motor vehicle which is available for Mr. Zhu’s use for business purposes.
The value of this perquisite is less than $10,000.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Samuel Shen became Chief Financial Officer of the Company in May 2012. For the year ended September
30, 2012, he received $37,976 for compensation as CFO pursuant to an employment contract (as described below) with the Company.
Additional compensation in the amount of $31, 647 was paid to Mr. Shen in connection with his role as a VP Finance of the Company
prior to May 2012.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Option Grants Table. There were no individual
grants of stock options to purchase our common stock made to the executive officers named in the Summary Compensation Table in
fiscal 2012 and 2011.



Aggregated Option Exercises and Fiscal Year-End
Option Value Table. There were no stock options exercised during fiscal 2012 and 2011 by the executive officer named in the
Summary Compensation Table.



Long-Term Incentive Plan (“LTIP”) Awards
Table. There were no awards made to a named executive officer in fiscal 2012 and 2011 under any LTIP.



During each of the last two fiscal years, none of our
other executive officer had total compensation greater than $100,000. Our executive officers are reimbursed by us for any
out-of-pocket expenses incurred in connection with activities conducted on our behalf. There is no limit on the amount of
these out-of-pocket expenses and there will be no review of the reasonableness of such expenses by anyone other than our
board of directors, which includes persons who may seek reimbursement, or a court of competent jurisdiction if such
reimbursement is challenged.



Employment Contracts and Termination of Employment



The following agreement was entered into by China HGS and the
following executive officers:



Wei (Samuel) Shen



On May 28, 2012, the Company entered into
a contract with Mr. Samuel Shen to serve as Chief Financial Officer of the Company. The term of the contract is for one year and
will expire on May 27, 2013. Upon expiration of the contract, the parties may agree on the renewal and enter into a new contract.
Pursuant to the contract, Mr. Shen will receive a monthly salary of RMB60,000 (approximately US$9,500) and an annual discretional
bonus up to RMB180,000 (approximately US$28,000). Mr. Shen is also entitled to 100,000 shares of restricted common stock of the
Company at the end of the term, subject to his continuing employment with the Company. According to the contract, the Company may
terminate the contract with Mr. Shen for causes defined in the contract with thirty days’ advance written notice. Under certain
circumstances provided in the contract, the Company may elect to pay an additional month’s salary to replace its written
notice advancement obligation. Mr. Shen may terminate the contract with the Company by giving a ninety-day advance written notice
to the Company. The contract also contains covenants regarding non-competition and confidentiality.



Outstanding Equity Awards at Fiscal
2012 Year End



None.



68







Compensation of Directors



The following tables provide information about the
actual compensation earned by non-employee directors who served during fiscal 2012.



|FISCAL 2012 DIRECTOR COMPENSATION
|---------------------------------
|Name                             
|Gordon* H. Silver                
|                                 
|H. David Sherman**               
|                                 
|Yuankai Wen                      
|                                 
|John Chen**                      
|                                 
|Christy Young Shue*              



*On August 22, 2012, Gordon H. Silver
resigned from the Board. The Board of Directors appointed Christy Young Shue to each of the Audit, Compensation and Nominating
and Corporate Governance Committees.



** On August 22, 2012, H. David
Sherman resigned from the Board. The Board of Directors appointed John Chen to each of the Audit, Compensation and Nominating and
Corporate Governance Committees.



| | (1) | These amounts reflect the value determined by the Company for accounting purposes for these awards and do not reflect whether
the recipient has actually realized a financial benefit from the award (such as by exercising stock options). This column represents
the compensation expense for fiscal year 2012 for stock options. Pursuant to SEC rules, the amounts shown exclude the impact of
estimated forfeitures related to service-based vesting conditions. No stock option awards were forfeited by any of our non-employee
directors in fiscal year 2012.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Mr. Wen receives annual compensation in the amount of RMB 100,000. The amount set forth in this column is based on an exchange
rate of RMB 6.5377 to the U.S. dollar, the average exchange rate during 2012.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Independent Director Agreements



The Company has entered into Independent
Director Agreements with Ms. Shue, Messrs. Chen and Wen pursuant to which the Company has agreed to pay each of these directors
annual cash compensation in the amount of $24,000, $36,000 and RMB 100,000, respectively.  In addition, the Company has
agreed to grant each of these directors, annually, nonstatutory stock options to purchase 60,000, 60,000 and 10,000 shares of the
Company’s common stock, respectively, which options shall vest in accordance with the schedule determined as of the date
of grant.  In addition, the Company has agreed to reimburse each director for all reasonable, out-of-pocket expenses,
subject to the advance approval of the Company incurred in connection with the performance of Director’s duties.



69







Board Leadership Structure and Role in Risk Oversight



One person currently
holds the positions of principal executive officer and chairman of the Board of Company. The Board does not have a policy on whether
or not the roles of the Chief Executive Officer and Chairman should be separate.  Instead, the Company’s By-Laws provide
that the directors may designate a Chairman of the Board from among any of the directors.  Accordingly, the Board reserves
the right to vest the responsibilities of the Chief Executive Officer and Chairman in the same person or in two different individuals
depending on what it believes is in the best interest of the Company.   The Board has determined that the consolidation
of these roles is appropriate because it allows Mr. Zhu to bring a wider perspective to the deliberations of the Board on
matters of corporate strategy and policy.  The Board believes that there is no single Board leadership structure that would
be most effective in all circumstances and therefore retains the authority to modify this structure to best address the Company’s
and the Board’s then current circumstances as and when appropriate.



The Company’s management is responsible
for identifying, assessing and managing the material risks facing the business. The Board and, in particular, the Audit Committee
are responsible for overseeing the Company’s processes for assessing and managing risk.  Each of the Chief Executive
Officer and Chief Financial Officer, with input as appropriate from other appropriate management members, report and provide relevant
information directly to either the Board and/or the Audit Committee on various types of identified material financial, reputational,
legal, operational, environmental and business risks to which the Company is or may be subject, as well as mitigation strategies
for certain salient risks.  In accordance with NASDAQ requirements and as set forth in its charter, the Audit Committee periodically
reviews and discusses the Company’s business and financial risk management and risk assessment policies and procedures with
senior management, the Company’s independent auditor.  The Audit Committee reports its risk assessment function to the
Board.  The roles of the Board and the Audit Committee in the risk oversight process have not affected the Board leadership
structure. Although the board has not formally designated a lead independent director, Mr. Sherman, the chairman of the audit
committee, has led the meetings of the audit committee which include at least a majority of the independent directors and at which
matters appropriate for consideration at executive sessions of the board of directors were discussed.



Item 12.  Security Ownership of Certain Beneficial
Owners and Management



The following table sets forth information
regarding the beneficial ownership of our Common Stock as of September 30, 2012 as to (i) each person who is known by us to own
beneficially more than 5% of our outstanding Common Stock, (ii) each of the executive officers and other persons named in the Summary
Compensation Table, (iii) each director and nominee for director, and (iv) all directors and executive officers as a group. Except
as otherwise indicated in the footnotes, all information with respect to share ownership and voting and investment power has been
furnished to us by the persons listed. Except as otherwise indicated in the footnotes, each person listed has sole voting power
with respect to the shares shown as beneficially owned. Unless otherwise indicated, the address of each listed shareholder is c/o
China HGS Real Estate Inc., 6 Xinghan Road, 19th Floor, Hanzhong City, Shaanxi Province, PRC 723000.



|Name and Address of Beneficial Owner                        |  | Amount and
 Nature of
 Beneficial
 Ownership(1) |            |  | Percent
 of
 Class (2) | 
|----------------------------------------------------------- |  | ----------------------------------------------- | ---------- |  | ---------------------- | 
|5% Holders                                                  |  |                                                 |            |  |                        | 
|Rising Pilot, Inc. (a British Virgin Islands company)(3)    |  |                                                 | 14,000,000 |  |                        | 
|Directors and Officers                                      |  |                                                 |            |  |                        | 
|Mr. Xiaojun Zhu(4)                                          |  |                                                 | 29,800,000 |  |                        | 
|Shenghui Luo                                                |  |                                                 | 1,680,000  |  |                        | 
|Gordon H. Silver(5)                                         |  |                                                 | 22,800     |  |                        | 
|H. David Sherman(6)                                         |  |                                                 | 22,800     |  |                        | 
|Yuankai Wen(7)                                              |  |                                                 | 19,000     |  |                        | 
|Wei (Samuel) Shen                                           |  |                                                 | -          |  |                        | 
|All directors and executive officers as a group (6 persons) |  |                                                 | 31,544,600 |  |                        | 



* less than 1%



70







(1)  Except as indicated in the footnotes to
this table and pursuant to applicable community property laws, the persons named in the table have sole voting and investment
power with respect to all shares of Common Stock owned by such person. The number of shares beneficially owned includes
Common Stock that such individual has the right to acquire as of September  30, 2012 as
including through the exercise of stock options.



(2)  Percentage of beneficial ownership is
based upon 45,050,000 shares of Common Stock outstanding as of September 30, 2012. For each named person, this
percentage includes Common Stock that the person has the right to acquire as of September
30, 2012, including through the exercise of an option; however, such Common Stock is not deemed outstanding for the
purpose of computing the percentage owned by any other person.



(3)  Mr. Xiaojin Zhu has voting and dispositive control
over securities held by Rising Pilot, Inc.



(4)  Includes 15,800,000 shares of Common Stock owned
by Mr. Zhu directly and 14,000,000 shares owned through Rising Pilot, Inc.



(5)  Includes stock options to purchase 22,800 shares
of Common Stock exercisable as of September
30, 2012.



(6)  Includes stock options to purchase 22,800 shares
of Common Stock exercisable as of September
30, 2012.



(7)  Includes stock options to purchase 19,000 shares
of Common Stock exercisable as of September
30, 2012.



Securities Authorized for Issuance Under Equity Compensation
Plans



On September 25, 2012, our shareholders
approved the Company’s  2012 Omnibus Securities and Incentive Plan (the “2012 Plan”). The 2012 Plan provides
for the grant of awards which are distribution equivalent rights, incentive stock options, non-qualified stock options, performance
shares, performance units, restricted shares of common stock, restricted stock units, stock appreciation rights (“SARs”),
tandem stock appreciation rights, unrestricted shares of common stock or any combination of the foregoing, to key management employees
and nonemployee directors of, and nonemployee consultants of, the Company or any of its subsidiaries (each a “participant”).
We have reserved a total of 2,000,000 shares of common stock for issuance as or under awards to be made under the 2012 Plan. The
number of shares of common stock for which awards which are options or SARs may be granted to a participant under the 2012 Plan
during any calendar year is limited to 1,000,000.



The following table summarizes information with respect to shares
of the Company’s common stock that may be issued under the Company’s existing equity compensation plans as of September
30, 2012:



|Plan Category                                              |  | Number of securities to
    be issued upon
exercise of 
outstanding options, warrants and rights |         |  | Weighted-average exercise price of outstanding options,
 warrants and rights |   |      | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | 
|---------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ | ------- |  | ---------------------------------------------------------------------------- | - | ---- | ------------------------------------------------------------------------------------------------------------------------------------------- | 
|                                                           |  | (a)                                                                                              |         |  | (b)                                                                          |   |      | (c)                                                                                                                                         | 
|Equity compensation plans approved by security holders     |  |                                                                                                  | 120,000 |  |                                                                              | $ | 2.37 |                                                                                                                                             | 
|Equity compensation plans not approved by security holders |  |                                                                                                  | 68,000  |  |                                                                              | $ | 2.49 |                                                                                                                                             | 
|Total                                                      |  |                                                                                                  | 188,000 |  |                                                                              | $ | 2.41 |                                                                                                                                             | 



71







Changes in Control



There are no arrangements known to us, including any pledge
by any person of our securities, the operation of which may at a subsequent date result in a change in control of the Company.



Item 13. Certain Relationships and Related Transactions,
and Director Independence



Certain Relationships and Related Transactions

The Audit Committee is responsible
for reviewing, approving or ratifying all material transactions between us and any related person. Related persons can include
any of our directors or executive officers, certain of our shareholders, and any of their immediate family members. This obligation
is set forth in our Audit and Finance Committee Charter. Although we do not have a formal written policy with respect to our Audit
Committee’s policies and procedures for reviewing related party transactions, in evaluating such transactions, the Audit
Committee members apply the same standards of good faith and fiduciary duty they apply to their general responsibilities as a committee
of the board and as individual directors. In any transaction involving a related party, our Audit Committee considers all available
material facts and circumstances of the transaction, including: (i) the direct and indirect interests of the related party; (ii)
if the related party is a director (or immediate family member of a director or an entity with which a director is affiliated),
the impact such transaction would have on the director’s independence; (iii) the risks, costs and benefits to us; and (iv)
whether any alternative transactions for comparable purposes are available. Our Audit Committee then makes a determination as to
whether the proposed terms of the transaction are in the best interests of the Company and otherwise consistent with arm’s
length dealings with unrelated third-parties.



The following related party transactions were incurred
in the fiscal year ended September 30, 2012:



On June 28, 2011, the Company entered into
a one-year loan agreement (“USD Loan Agreement”) with Mr. Xiaojun Zhu, pursuant to which the Company borrowed $1,810,000
from Mr. Xiaojun Zhu to make a capital injection into Shaanxi HGS, the Company’s subsidiary. The interest rate for the
loan is 4% per annum. The Company recorded an interest expense of $72,400 for the year ended September 30, 2012 (2011 - $18,100).
On July 19, 2012, the Company entered into an amendment to the USD Loan Agreement to extend the term for an additional one year
or until June 28, 2013.



Director Independence



The Board of Directors has determined that
Christy Young Shue, John Chen, and Yuankai Wen are independent directors within the meaning set forth in the NASDAQ listing rules,
as currently in effect.



72







Item 14. Principal Accountant Fees and Services



Friedman LLP served as the Company’s
independent registered public accounting firm for fiscal year 2012 and 2011. Fees (including reimbursements for out-of-pocket expenses)
paid to Friedman LLP for services in fiscal 2012 and 2011 were as follows:



|                   |  | 2012 |         |  | 2011 |  
|------------------ |  | ---- | ------- |  | ---- | -
|Audit Fees         |  | $    | 190,000 |  |      | $
|Audit-Related Fees |  |      |         |  |      |  
|Tax Fees           |  |      | -       |  |      |  
|All Other Fees     |  |      |         |  |      |  
|Total              |  | $    | 190,000 |  |      | $



“Audit Fees” consisted
of fees for the audit of our annual financial statements, review of the financial statements included in our quarterly reports
on Form 10-Q and services that are normally provided by the independent registered public accountants in connection with statutory
and regulatory filings or engagements for those fiscal years. This category also includes advice on audit and accounting matters
that arose during, or as a result of, the audit or the review of interim financial statements, statutory audits required by non-U.S.
jurisdiction, the preparation of an annual “management letter” on internal control matters and assurance services provided
in connection with the assessment and testing of internal controls with respect to Section 404 of the Sarbanes-Oxley Act of 2002.



“Audit-Related Fees”
consisted of assurance and related services by Friedman LLP that are reasonably related to the performance of the audit or review
of our financial statements and are not reported above under “Audit Fees.”



“Tax Fees” consisted
of professional services rendered by Friedman LLP for tax compliance and tax planning. The services for the fees disclosed under
this category include tax return preparation and technical tax advice.



The above amounts relate to services
provided in the indicated fiscal years, irrespective of when they were billed. The Audit Committee considered the compatibility
of non-audit services by Friedman LLP with the maintenance of that firm’s independence and determined, in each case, that
at all times, Friedman LLP remained independent.



The Audit Committee Charter
establishes a policy governing our use of Friedman LLP for audit and non-audit services. Under the Charter, the Audit Committee
is required to pre-approve all audit and non-audit services performed by the Company’s independent registered public accountants
in order to ensure that the provision of such services does not impair the public accountants’ independence. The Audit Committee
pre-approves certain audit and audit-related services, subject to certain fee levels. Any proposed services that are not a type
of service that has been pre-approved or that exceed pre-approval cost levels require specific approval by the Audit Committee
in advance. The Audit Committee has approved all audit and audit-related services to be performed by Friedman LLP in 2012.



73







Part IV



ITEM 15          Exhibits
and Financial Statement Schedules



|Exhibit
        No. |  | Title of Document                                                                                                                                                                                             
|------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1                 |  | Articles of Incorporation (1)                                                                                                                                                                                 
|3.2                 |  | Articles of incorporation of the registrant as amended with the Secretary of State of Florida on October 8, 2009(2)                                                                                           
|3.3                 |  | Bylaws (1)                                                                                                                                                                                                    
|10.1                |  | Share Exchange Agreement by and between the Company, China HGS Investment, Inc., and Rising Pilot, Inc. dated August 21, 2009 (3)                                                                             
|10.2*               |  | Entrusted Management Agreement, dated as of September 18, 2009, by and among the Company, Mr. Xiaojun Zhu and his management staff (English translation) (4)                                                  
|10.3*               |  | Independent Director Agreement between China HGS Real Estate Inc. and H. David Sherman (2)                                                                                                                    
|10.4*               |  | Independent Director Agreement between China HGS Real Estate Inc. and Gordon Silver (2)                                                                                                                       
|10.5*               |  | Independent Director Agreement between China HGS Real Estate Inc. and Yuankai Wen (2)                                                                                                                         
|10.6*               |  | Form of Indemnification Agreement (2)                                                                                                                                                                         
|10.7*               |  | Form of Nonstatutory Stock Option Agreement (5)                                                                                                                                                               
|10.8                |  | Residential Apartment Bulk Purchasing Agreement dated May 28, 2011 between Hanzhong Municipal Public Security Bureau and Shaanxi Guangsha Investment and Development Group Co., Ltd. (English translation) (6)
|10.9                |  | Residential Apartment Bulk Purchasing Agreement dated June 8, 2011 between Hanzhong Municipal Bureau of Justice and Shaanxi Guangsha Investment and Development Group Co., Ltd. (English translation) (7)     
|10.10*              |  | RMB Shareholder Loan Agreement by and between Shaanxi Guangsha Investment and Development Group Co., Ltd. and Mr. Xiaojin Zhu, dated June 16, 2011, as extended on July 16, 2011 (English translation) (8)    
|10.11*              |  | USD Shareholder Loan Agreement by and between the Company and Mr. Xiaojun Zhu dated July 28, 2011(English translation) (8)                                                                                    
|10.12*              |  | Land Use Rights Transfer Agreement between Shaanxi Guangsha Investment and Development Group Co., Ltd. and Hanzhong Guangxia Real Estate Development Limited dated March 16, 2011 (English translation) (9)   
|10.13*              |  | Loan Agreement by and between Shaanxi Guangsha Investment and Development Group Co. and Mr. Xiaojun Zhu dated November 14, 2011 (English translation) (9)                                                     
|10.14*              |  | Loan Amendment Agreement by and between China HGS Real Estate Inc. and Mr. Xiaojun Zhu dated July 19, 2012 (12)                                                                                               
|10.15*              |  | Independent Director Agreement by and between China HGS Real Estate Inc. and John Chen, dated August 22, 2012. (13)                                                                                           
|10.16*              |  | Independent Director Agreement by and between China HGS Real Estate Inc. and Christy Young Shue, dated August 22, 2012. (14)                                                                                  
|10.17*              |  | Labor Contract by and between Shaanxi Guangsha Investment and Development Group Co., Ltd. and Wei (Samuel) Shen, dated
    May     28, 2012. (15)                                                             
|14                  |  | Code of Conduct (10)                                                                                                                                                                                          
|21                  |  | List of subsidiaries of the Registrant (11)                                                                                                                                                                   
|31.1**              |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer                                                                                                                                             
|31.2**              |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer                                                                                                                                             
|32.1**              |  | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer                                                                                                                             
|101.***             |  | XBRL Instance Document                                                                                                                                                                                        



|*   | Represents management contract or compensatory plan or arrangement.                                                                                           
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------
|**  | Filed herewith                                                                                                                                                
|*** | Incorporated by reference from the Company’s Annual Report on Form 10-K for the year ended September 30, 2012 and
    filed with the SEC on December 26, 2012.



74







(1) Incorporated herein by reference
to the SB-2 Registration Statement filed on August 31, 2001.

(2) Incorporated by reference to Exhibit
3.2 to registrant’s quarterly report on Form 10-Q filed on August 16, 2010.

(3) Incorporated herein by reference
to the current report on Form 8-K filed on August 21, 2009.

(4) Incorporated herein by reference
to the current report on Form 8-K filed on September 18, 2009.

(5) Incorporated herein by reference
to Exhibit 10.1 to the current report on Form 8-K filed on March 17, 2011.

(6) Incorporated herein by reference
to Exhibit 10.1 to the current report on Form 8-K filed on June 3, 2011.

(7) Incorporated herein by reference
to Exhibit 10.1 to the current report on Form 8-K filed on June 14, 2011.

(8) Incorporated by reference to registrant’s
quarterly report on Form 10-Q filed on August 15, 2011.

(9) Incorporated herein by reference
to the current report on Form 8-K filed on December 23, 2011.

(10) Incorporated herein by reference
to the current report on Form 8-K filed on January 22, 2010.

(11) Incorporated by reference to Exhibit
21 to registrant’s annual report on Form 10-K filed on December 29, 2010.

(12) Incorporated by reference to Exhibit
10.1 to the current report on Form 8-K filed on July 24, 2012.

(13) Incorporated by reference to
Exhibit 10.1 to the current report on Form 8-K filed on August 22, 2012.

(14) Incorporated by reference to
Exhibit 10.2 to the current report on Form 8-K filed on August 22, 2012.

(15) Incorporated by reference to
Exhibit 10.1 to the current report on Form 8-K filed on May 29, 2012.





75









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.



|                        | China HGS Real Estate Inc.
|----------------------- | --------------------------
|                        |                           
|Date: December 27, 2012 | By:                       
|                        |                           
|                        |                           
|                        |                           
|Date: December 27, 2012 | By:                       
|                        |                           
|                        |                           







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.



|Signature          |  | Title                                        |  | Date             
|------------------ |  | -------------------------------------------- |  | -----------------
|                   |  |                                              |  |                  
|                   |  | President, Chief Executive Officer,          |  | December 27, 2012
|                   |  | and Chairman of the Board                    |  |                  
|/s/ Xiaojun Zhu    |  | of Directors                                 |  |                  
|Xiaojun Zhu        |  | (Principal Executive Officer)                |  |                  
|                   |  |                                              |  |                  
|/s/Samuel Shen     |  | Chief Financial Officer                      |  | December 27, 2012
|Samuel Shen        |  | (Principal Financial and Accounting Officer) |  |                  
|                   |  |                                              |  |                  
|*                  |  | Director                                     |  | December 27, 2012
|Shenghui Luo       |  |                                              |  |                  
|                   |  |                                              |  |                  
|*                  |  | Director                                     |  | December 27, 2012
|Christy Young Shue |  |                                              |  |                  
|                   |  |                                              |  |                  
|*                  |  | Director                                     |  | December 27, 2012
|John Chen          |  |                                              |  |                  
|                   |  |                                              |  |                  
|*                  |  | Director                                     |  | December 27, 2012
|Yuankai Wen        |  |                                              |  |                  
|                   |  |                                              |  |                  
|*/s/ Xiaojun Zhu   |  |                                              |  | December 27, 2012
|Attorney-in-fact   |  |                                              |  |                  





76