Kirin International (GREY:KIRI)

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

 

On March 30, 2016, the management and the Board of Directors (the “Board”) of Yangtze River Development Limited (the “Company”), upon recommendation of the audit committee of the Board (the “Audit Committee”), concluded that (i) the Company’s previously issued audited consolidated financial statements as of and for the year ended December 31, 2015 (the “Restated Period”) and (ii) the independent registered public accounting firm’s reports thereon, should no longer be relied upon because of errors related to an accounting treatment of a capital transaction resulting from an extinguishment between related entities, that resulted in material misstatements of accumulated losses, total other expenses and net loss. Additionally, the Company’s earnings and press releases and similar communications should no longer be relied upon to the extent that they relate to our financial statements for the Restated Period.

 

We reclassified certain non-capital transactions as capital transactions related to extinguishment transactions between related entities, on which we originally recognized as a gain according to the U.S. GAAP on the original Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on February 2, 2016 (the “Original Form 10-K”). The restated amounts for the year ended December 31, 2015 are as follows:

 

	●	Accumulated losses of $16,263,010, as compared to $4,575,912 previously reported;
	●	Additional paid-in capital of $242,622,947, as compared to $230,935,849 previously reported;

 

●

Total other expenses of $3,201,339, as compared to total other income of $8,485,759 previously reported;

 

●

Loss before income taxes of $7,760,562, as compared to income before income taxes of $3,926,536 previously reported;

 

●

Net loss of $6,381,862, as compared to net income of $5,305,236 previously reported;

 

●

Comprehensive loss of $13,031,779, as compared to $1,344,681 previously reported; and

 

●

Loss per share of $0.04, as compared to earnings per share of $0.03 previously reported.

 

On March 30, 2016, the Company filed an amendment to the Original Form 10-K with the SEC to restate the financial statement for the Restated Period to reflect such adjustment.

 

Our management has concluded that there are material weaknesses in internal controls over financial reporting, as we did not maintain effective controls over the selection and application of accounting principles generally accepted in the United States (“GAAP”) related to an accounting treatment of a capital transaction resulting from an extinguishment between related entities. Specifically, the members of our management team with the requisite level of accounting knowledge, experience and training commensurate with our financial reporting requirements did not analyze certain accounting issues at the level of detail required to ensure the proper application of GAAP in certain circumstances.

 

The Company plans to file simultaneously with this current report on Form 8-K, our Form 10-K/A to reflect the change in management’s conclusion regarding the effectiveness of our disclosure controls and procedures and internal control over financial reporting as of December 31, 2015.

 

The Company’s management and the Audit Committee have discussed the matters disclosed herein with DCAW (CPA) Ltd. (as successor to Dominic K.F. Chan & Co.), the Company’s independent registered public accounting firm.

CALCULATION OF REGISTRATION FEE 

 

Title of Class of Securities to be Registered		Proposed Maximum Aggregate offering Price (1)				Amount of Registration Fee
Common Stock, par value $0.0001 per share (the “Common Stock”)		$	50,000,000			$	5,035
Common Stock underlying Placement Agent Warrants (2)		$	4,500,000			$	453.15
Total		$	54,500,001			$	5488.15	(2)

 

CALCULATION OF REGISTRATION FEE 

 

Title of Class of Securities to be Registered		Proposed Maximum Aggregate offering Price (1)				Amount of Registration Fee
Common Stock, par value $0.0001 per share (the “Common Stock”)		$	50,000,000			$	5,035
Placement Agent Warrants (2)		$	1			$	-
Common Stock underlying Placement Agent Warrants (2)		$	4,500,000			$	453.15
Total		$	54,500,001			$	5488.15	(3)

Item 4.01 Changes in Registrant's Certifying Accountant.

 
On May 9, 2016, Yangtze River Development Limited (the “Company”) was informed by its independent registered accountants, Dominic K.F. Chan & Co. ("DKFC"), that DCAW (CPA) Ltd. (“DCAW”) has succeeded from DKFC, the license to audit U.S. public company regulated by PCAOB, effective from May 1, 2016. The principals and staff of DCAW are the same auditors and staff who were engaged on the audit of the Company while at DKFC. The engagement of DCAW was approved by the Company’s Board of Directors on May 13, 2016.

The reports of DKFC on the Company’s financial statements as of and for the years ended December 31, 2015 and December 31, 2014, contained no adverse opinion or disclaimer of opinion nor was qualified or modified as to uncertainty, audit scope, or accounting principle.

Yangtze River Development Limited

 

(FORMERLY Kirin International Holding, Inc.)

 

Condensed consolidated Statements of OPERATIONS and Comprehensive LOSS

 

		For the Three Months Ended March 31,
		2016				2015
		(Unaudited)
Revenue		$	-			$	-
Cost of revenue			-				-
Gross profit			-				-
Operating expenses
General and administrative expenses			1,955,484				480,600
Total operating expenses			1,955,484				480,600
Loss from operations			(1,955,484	)			(480,600	)
Other expenses
Other expenses			(28	)			-
Interest income			76				17
Interest expenses			(2,158,685	)			(809,288	)
Total other expenses			(2,158,637	)			(809,271	)
Loss before income taxes			(4,114,121	)			(1,289,871	)
Income taxes benefit			306,927				322,468
Net loss		$	(3,807,194	)		$	(967,403	)
Other comprehensive loss
Foreign currency translation adjustments			1,939,918				92,517
Comprehensive loss		$	(1,867,276	)		$	(874,886	)
Loss per share - basic and diluted		$	(0.02	)		$	(0.01	)
Weighted average shares outstanding - basic and diluted			172,265,325				151,000,000

CALCULATION OF REGISTRATION FEE 

 

Title of Class of Securities to be Registered		Amount to be Registered				Proposed Maximum Aggregate Price Per Share (1)				Proposed Maximum Aggregate offering Price (2)				Amount of Registration Fee
Common Stock, par value $0.0001 per share (the “Common Stock”)			[_____]			$	[_____]			$	57,500,000			$	5,790.25
Underwriter Warrants (3)			[_____]			$	[_____]			$	1			$	-
Common Stock underlying Underwriter Warrants (3)			[_____]							$	4,500,000			$	453.15
Total			[_____]			$	[_____]			$	62,000,001			$	6,243.40

 

(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act of 1933, as amended, which represents the sale of shares at the maximum aggregate price per share

 

(2) Includes an aggregate of $7,500,000 of common stock that may be sold to investors upon the exercise of a 15% over-subscription option within forty-five (45) days after the effective date of this prospectus.

 

 

(3) We have agreed to issue, on the closing date of this offering, warrants to our underwriter, World Equity Group, Inc. (the “Underwriter”), exercisable at a rate of one warrant per share to purchase up to 9% of the aggregate number of common stock sold by the Registrant (the “Underwriter Warrants”). The price to be paid by the Underwriter for the Underwriter Warrants is $20 per warrant. The closing date will be a date mutually acceptable to the Underwriter and the Registrant after the maximum offering has been sold. Assuming an offering price of $[______] per share, on the closing date the Underwriter would receive [_____] Underwriter Warrants at an aggregate purchase price of $ [____]. The exercise price of the Underwriter Warrants is equal to 100% of the price of the common stock offered hereby. Assuming a maximum sale and an exercise price of $ [_______] per share, we would receive, in the aggregate, $[________] upon exercise of the Underwriter Warrants. The common stocks underlying the Underwriter Warrants are exercisable within five year commencing 365 days from the effective date of this prospectus.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

 
On January 13, 2016, Yangtze River Development Limited (the “Company”) filed a Certificate of Amendment to its Articles of Incorporation (the “Amendment”) with the Secretary of the State of the State of Nevada, changing its name from “Kirin International Holding, Inc.” to “Yangtze River Development Limited”. A copy of the Amendment is attached hereto as Exhibit 3.1.

Item 1.01.  Entry into a Material Definitive Agreement

On December 31, 2015, upon approval by the majority shareholder and Board of Directors (the “Board”), Kirin International Holding, Inc. (the “Company”) entered into certain stock purchase and business sale agreements (the “Agreements”) with Kirin Global Enterprises, Inc. (the “Purchaser”), a California corporation and an entity controlled by a former officer and director of the Company whereby the Company sold its interest in certain subsidiaries (the “Subsidiaries”) for an aggregate of $75,000,002.00 (the “Sale”).

Pursuant to the terms of the Agreements, Jasper Lake Holdings Limited (“Jasper”), a related party and holder of certain 8% convertible promissory note in the principal amount of issued by the Company in connection with certain acquisition consummated by the Company on December 19, 2015 (the “Acquisition Note”), agreed to finance the Sale by reducing Company’s financial obligations under the Acquisition Note by an aggregate of $75,000,000.00. In addition, the Purchaser agreed to pay the remaining $2.00 in cash.

Upon completion of the Sale, Company operates its business solely through its subsidiary Wuhan Yangtze River Newport Logistics Co. Limited (“Wuhan Newport”), a company formed under the laws of the People’s Republic of China. Primarily engaging in the business as a port logistic center located in the middle reaches of the Yangtze River.

The Agreements contain customary terms and conditions for sale of businesses, including representations, warranties and covenants, as well as provisions describing the consideration for the purchase and sale of shares, the process of purchase and sale and the effect of the purchase and sale. The foregoing description of the Agreements and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreements, which are attached as Exhibit 10.1, 10.2, 10.3, 10.4, 10.5, 10.6 and 10.7 and are incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

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

Reduction of Debt Obligation

Pursuant to the terms and conditions of the Agreements, Jasper Lake Holdings Ltd., a related party, financed the Purchaser for the Sale by reducing Company’s financial obligations under the Acquisition Note by an aggregate of $75,000,000.00. As a result of the Sale, the outstanding balance due to Jasper under the Acquisition Note is $75,000,000.00 plus any accrued interest.

NEW YORK, Dec. 21, 2015 (GLOBE NEWSWIRE) -- Kirin International Holdings Inc., (OTC Markets:KIRI) (the "Company") entered into certain share exchange agreements (the �Agreements�) with Energetic Mind Limited, a British Virgin Islands company (�Energetic Mind�) and all shareholders of Energetic Mind (collectively the �Acquiree Shareholders�, each individually an �Acquiree Shareholder�) whereby the Company effectively acquired 100% issued and outstanding ordinary shares of Energetic Mind from the Acquiree Shareholders (the �Acquisition�).  Pursuant to the terms of the Agreements, in exchange for 100% issued and outstanding ordinary shares of Energetic Mind, the Company agreed to;

1. issue to the Acquiree Shareholders an aggregate of one hundred fifty-one million (151,000,000) shares of Company�s common stock, valued at 1.51 billion U.S. Dollars ($1,510,000,000) in aggregate, and
2. issue to a certain Acquiree Shareholder an 8% convertible promissory note (the �Note�) in the principal amount of one hundred fifty million U.S. Dollars ($150,000,000).  The Acquiree Shareholder holding the Note may convert all or any portion of the then aggregate outstanding principal amount, together with any accrued and unpaid interest, into shares of Company�s common stock at $10.00 per share.

Upon completion of the transaction, the Acquiree Shareholders collectively received a total of one hundred and fifty-one million (151,000,000) shares of the issued and outstanding common stock of the Company, representing approximately 88% of the total issued and outstanding stock of the Company. In exchange for the controlling interest of the Company, Company effectively acquired 100% interest in Energetic Mind.

Energetic Mind operates its business through its subsidiary, Wuhan Yangtze River Newport Logistics Co. Limited (�Wuhan Newport�), a company formed under the laws of the People�s Republic of China. Primarily engaging in the business as a port logistic center located in the middle reaches of the Yangtze River, Wuhan Yangluo Newport is a large infrastructure project implemented under China�s latest �One Belt One Road� initiative and is believed to be strategically positioned in the anticipated �Comprehensive Bonded Zone� and �Free Trade Zone� of the Wuhan Port, a crucial trading window between China, the Middle East and Europe. To be fully built upon completion of three phases, within the logistics center, there will be six operating zones, including port operation area, warehouse and distribution area, cold chain logistics area, rail cargo loading area, exhibition area and commercial zone. The logistics center is also expected to provide a number of shipping berths for cargo ships of various sizes. Wuhan Newport is expected to provide domestic and foreign businesses a direct access to the anticipated Comprehensive Bonded Zone and Free Trade Zone in Wuhan. The project will include commercial buildings, professional logistic supply chain centers, direct access to the Yangtze River, Wuhan-Xinjiang-Europe Railway and ground transportation, storage and processing centers, IT supporting services, among others.

The new management team will be directed by Xiangyao Liu, who will serve as President, CEO, Secretary and Chairman of the Board.  Since 2012, Mr. Liu, (44) served as the Deputy General Manager of the Wuhan Huazhing Steel Trading Center Co., Ltd., which later became the Wuhan Yangtze River Newport Logistics Co. Ltd. He supervised the transition of the steel trading center to a commercial complex which supports the warehouses and docks, led projects to bring the Steel Trading Center into the Yangluo Comprehensive Bonded Zone and Free Trade Area in Wuhan, supervised the feasibility study of the Wuhan Yangtze Newport Logistics Center and collaborated with the local government to develop the Yangluo Newport Project Plan, handling corporate structuring, strategic planning and operation management of the company. In 2010, Mr. Liu participated in the investment of Wuhan Renhe Group Limited, which held the Wuhan Huazhing Steel Trading Center Co., Ltd. at that time, supervising logistic and trade of steel. He also started to engage in financial and security investments in Hong Kong. From 1996 to 2003, he invested and established the Pacific Trade and Logistics in China, served as the General Manager and engaged in the trading and logistics of steel, agricultural products and other commodities. Mr. Liu received his bachelor degree in Business Management from the Hebei Institute of Finance in 1994.

Mr. Liu will be supported by an international business team of seven Directors:  James Stuart Coleman (59) , Zhanhuai Cheng (68), Yanliang Wu (50), Yu Zong (45), Harvey Leibowitz (81) , Zhixue Liu (52), and Tongmin Wang (56). Official bios are included in the Company�s Form 8-K, filed with U.S. Securities and Exchange Commission. 

Effective immediately upon the closing of the transaction contemplated in the Agreements, Company�s President, Chief Executive Officer (�CEO�), Secretary and Chairman of the Board, Jianfeng Guo, tendered his resignation as director and from all officer positions held in the Company. In addition, Vice President and Director, Yaojun Liu, tendered his resignation as Vice President, director and from all officer positions held in the Company.  In addition, Directors, Shan Cui, Ran Liu, and Yau On Tse tendered their resignation as Directors of the Company.

Xiangyao Liu, Chief Executive Officer, Director and President of Kirin International Holdings Inc., stated, "We are very pleased to have created a new, expanded and experienced team to implement the Company�s new strategic plan. Wuhan Newport is an incredible opportunity to build out a state-of-the-art infrastructural logistics facility in one of the major commercial hubs in the People�s Republic of China, while we continue to expand on our international real estate portfolio."

In addition, Kirin International Holding, Inc., filed its Form 10-Q for the quarterly period ended September 30, 2015, on December 18, 2015 fulfilling the Company�s reporting requirements with the U.S. Securities and Exchange Commission. 

Item 1.01.  Entry into a Material Definitive Agreement

 
On December 19, 2015 (the “Closing Date”), Kirin International Holding, Inc. (the “Company”) entered into certain share exchange agreements (the “Agreements”) with Energetic Mind Limited, a British Virgin Islands company (“Energetic Mind”) and all the shareholders of Energetic Mind (collectively, the “Acquiree Shareholders”, and each individually, an “Acquiree Shareholder”) whereby the Company acquired 100% issued and outstanding ordinary shares of Energetic Mind from the Acquiree Shareholders (the “Acquisition”). Pursuant to the terms of the Agreements, in exchange for 100% issued and outstanding ordinary shares of Energetic Mind, the Company agreed to issue to (i) the Acquiree Shareholders an aggregate of one hundred fifty-one million (151,000,000) shares (the “Acquisition Shares”) of Company’s common stock, valued at $10.00 per share or an aggregate of $1.51 billion , and (2) a certain Acquiree Shareholder an additional 8% convertible promissory note (the “Note”) in the principal amount of one hundred fifty million dollars ($150,000,000). The Acquiree Shareholder holding the Note may convert all or any portion of the then aggregate outstanding principal amount, together with any accrued and unpaid interest, into shares of Company’s common stock at $10.00 per share. The officers and directors of Energetic Mind shall remain unchanged as a result of the Acquisition.

Energetic Mind operates its business through its subsidiary, Wuhan Yangtze River Newport Logistics Co. Limited (“Wuhan Newport”), a company formed under the laws of the People’s Republic of China. Primarily engaging in the business as a port logistic center located in the middle reaches of the Yangtze River, Wuhan Newport is a large infrastructure project implemented under China’s latest “One Belt One Road” initiative and is believed to be strategically positioned in the anticipated “Free Trade Zone” of the Wuhan Port, a crucial trading window between China, the Middle East and Europe. To be fully built upon completion of three phases, within the logistics center, there will be six operating zones, including port operation area, warehouse and distribution area, cold chain logistics area, rail cargo loading area, exhibition area and residential community. The logistics center is also expected to provide a number of shipping berths for cargo ships of various sizes. Wuhan Newport is expected to provide domestic and foreign businesses a direct access to the anticipated Free Trade Zone in Wuhan. The project will include residential and commercial buildings, professional logistic supply chain centers, direct access to the Yangtze River, Wuhan-Xinjiang-Europe Railway and ground transportation, storage and processing centers, IT supporting services, among others.

The Agreements and the Note contain customary terms and conditions for a transaction of this type, including representations, warranties and covenants, as well as provisions describing the consideration for the exchange of shares, the process of exchanging the consideration and the effect of the share exchange. The foregoing description of the Agreements and the Note and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreements and the Note, which are attached as Exhibit 2.1, 2.2, 2.3, 2.4, 2.5, 2.6 and 4.1 and are incorporated herein by reference.

Item 4.01 Changes in Company's Certifying Accountant.

 

(1)	Previous Independent Registered Public Accounting Firm
	(i)	On December 14, 2015, Kirin International Holding, Inc. (the “Company”) dismissed its independent registered public accounting firm, Marcum Bernstein & Pinchuk LLP (“Marcum”).
	(ii)	The audit report of Marcum on the financial statements of the Company as of and for the fiscal years ended December 31, 2014 and December 31, 2013 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
	(iii)	The decision to change the independent registered public accounting firm was recommended and approved by the Board of Directors of the Company.
	(iv)	During the Company's two most recent fiscal years ended December 31, 2014 and December 31, 2013 and any subsequent interim period through December 14, 2015, (a) there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Marcum, would have caused it to make reference thereto in its reports on the financial statements for such years and (b) there were no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K, except that the Company's internal control over financial reporting was not effective due to the existence of material weaknesses in the Company's internal control over financial reporting. As disclosed in the Company's Annual Report on Form 10-K for the fiscal years ended December 31, 2014 and 2013, and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2015 and 2014 and June 30, 2015 and 2014:

 

	●	The Company did not have a functional audit committee; and
	●	The Company had substantial related party transactions and had no corporate governance policies in place to review, authorize and approve such transactions

 

	(v)	On December 15, 2015 the Company provided Marcum with a copy of this Current Report and has requested that it furnish the Company with a letter addressed to the U.S. Securities and Exchange Commission stating whether it agrees with the above statements. A copy of such letter is attached as Exhibit 16.1 to this Current Report on Form 8-K.
(2)	New Independent Registered Public Accounting Firm
	On December 15, 2015, the Board of Directors of the Company appointed Dominic KF Chan & Co. (“Chan”) as its new independent registered public accounting firm to audit and review the Company’s financial statements. During the two most recent fiscal years ended December 31, 2014 and December 31, 2013 and any subsequent interim periods through the date hereof prior to the engagement of Chan, neither the Company, nor someone on its behalf, has consulted Chan regarding:
	(i)	either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and either a written report was provided to the Company or oral advice was provided that the new independent registered public accounting firm concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or
	(ii)	any matter that was either the subject of a disagreement as defined in paragraph 304(a)(1)(iv) of Regulation S-K or a reportable event as described in paragraph 304(a)(1)(v) of Regulation S-K.

KIRIN INTERNATIONAL HOLDING, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

 

 

		Nine Months Ended September 30,								Three Months Ended September 30,
		2015				2014				2015				2014
		(Unaudited)				(Unaudited)				(Unaudited)				(Unaudited)
						(Revised)								(Revised)
Revenue, net		$	100,693,548			$	82,263,479			$	42,339,003			$	34,621,648
Cost of sales			80,210,964				70,402,868				31,453,385				30,593,245
Gross profit			20,482,584				11,860,611				10,885,618				4,028,403
Operating expenses
Selling expenses			2,476,160				2,794,450				930,151				1,129,324
General and administrative expenses			5,304,295				6,525,672				1,855,485				1,734,583
Total operating expenses			7,780,455				9,320,122				2,785,636				2,863,907
Income from operations			12,702,129				2,540,489				8,099,982				1,164,496
Other income (expenses)
Investment income (loss)			786,806				504,548				-				-
Interest income			5,619,986				3,721,344				2,139,175				1,251,621
Interest expense			(7,198,617	)			(8,029,790	)			(2,383,685	)			(2,736,939	)
Other non-operating income (loss)			2,598,487				(390,840	)			443,195				(562,091	)
Total other income (expenses)			1,806,662				(4,194,738	)			198,685				(2,047,409	)
Income (loss) before income taxes			14,508,791				(1,654,249	)			8,298,667				(882,913	)
Income taxes expense			7,107,968				1,479,121				3,806,223				671,076
Net income (loss)			7,400,823				(3,133,370	)			4,492,444				(1,553,989	)
Less: net income (loss) attributable to non-controlling interest			770,110				(70,912	)			9,332				(26,857	)
Net income (loss) attributable to stockholder of Kirin International Holding, Inc.		$	6,630,713			$	(3,062,458	)		$	4,483,112			$	(1,527,132	)
Net income (loss)			7,400,823				(3,133,370	)			4,492,444				(1,553,989	)
Other comprehensive income (loss)
Foreign currency translation adjustment			(1,461,443	)			(411,022	)			(1,786,263	)			13,392
Total comprehensive income (loss)			5,939,380				(3,544,392	)			2,706,181				(1,540,597	)
Less: other comprehensive income (loss) attributable to non-controlling interest			770,110				(70,912	)			9,332				(26,857	)
Comprehensive income (loss) attributable to stockholder of Kirin International Holding, Inc.		$	5,169,270			$	(3,473,480	)		$	2,696,849			$	(1,513,740	)
Basic and diluted income (loss) per share		$	0.32			$	(0.15	)		$	0.22			$	(0.07	)
Basic and diluted weighted average shares outstanding			20,596,546				20,596,546				20,596,546				20,596,546

Management Discussion and Analysis

Our revenue from the pre-sale of real estate properties for the three months ended September 30, 2015 was $42.3 million, an increase of $7.7 million, or approximately 22.3%, compared to $34.6 million for the same period of year 2014. Revenue from the pre-sale of No.79 Courtyard (Phase I), No.79 Courtyard (Phase II), No.79 Courtyard (Phase III), No.79 Courtyard (Phase IV), Kirin Bay (Phase I), Kirin Bay (Phase II), Kirin Bay (Phase III) and Kirin Bay ( Phase IV) was $-0.3 million, $0.1 million, $1.1 million, $4.6 million, $13.0 million, $-0.2 million, $10.3 million and $8.1 million respectively, representing -0.7%,0.1%, 2.6%, 11.0%, 30.8%, -0.5%, 24.2% and 19.2% of total revenue earned in the three months ended September 30, 2015. For the three months ended September 30, 2015, revenue from of Kirin County was $5.4 million, increased by $5.5 million as compared with $-0.1 million in the three months ended September 30, 2014, representing 12.8% of total revenue earned in three months ended September 30, 2015.

Our net income for the three months ended September 30, 2015 was $4.5 million, an increase of $6.1 million, from net loss of $1.6 million for the three months ended September 30, 2014. Net income increase because in the three months ended September 30, 2015, the gross profit increased by $6.9 million, the other income increased by $2.2 million, meanwhile income tax expense increased by $3.1 million as compared to the same period of 2014.

Corporate Address & Phone Number Change

On September 30, 2015, Kirin International Holding, Inc. (the “Company”) moved its principal executive office from 12th Floor, Building F, Phoenix Plaza, No. A5Shuguang Xili, Chaoyang District, Beijing, People’s Republic of China, 100028 to1528 Brookhollow Drive, Suite 100, Santa Ana, CA. The new telephone number for the Company is (714) 581-4335.

NEW YORK, Sept. 10, 2015 (GLOBE NEWSWIRE) -- Kirin International Holdings Inc., (KIRI) (the "Company") a non-state-owned real estate development company focused on residential and commercial real estate development in "tier-three" cities in the People's Republic of China, today announced the execution of a Memorandum of Understanding ("MOU") with privately held corporations Jasper Lakes Holdings Limited and Crestlake Holdings Limited, to acquire a 100% interest in Wuhan Yangtze River New Port Logistics Co., the owner of Wuhan Yangtze River Newport Logistics Center. Pursuant to the MOU, the Company will issue 166 million shares of stock as consideration for this acquisition. This transaction is subject to execution of definitive documents between the parties.

The Wuhan Yangtze River Newport Logistics Center is an extensive complex which is located in the Hubei Province of The People's Republic of China, a major transportation hub, with dozens of railways, roads and expressways passing through the city of Wuhan and connecting to major cities in Mainland China, with connections to international centers of commerce and business. Wuhan Yangtze River Newport Logistics Center will include six major operating zones including a port operation zone, a warehouse and distribution area, a cold chain logistics area, a ride loading area, and exhibition area and a residential zone. The port is built up with eight 5,000-tons berths, with sufficient water depth to allow 5,000 to 10,000 tons of shipping. The warehouse area occupies a total of 1.2 million square meters of which a warehouse area of 400,000 square meters will be built. The commercial zone consists of a total of 500,000 square meters of which, 700,000 square meters of commercial buildings can be constructed. The Wuhan Yangtze River Newport Logistics Center will be a major component of the "One Belt One Road" Initiative of the People's Republic of China. The massive infrastructure program is being implemented to advance trade in the East and West, by making the transportation of goods easier. When complete, the New "Silk Road" will be a comprehensive world trade route.

Project Highlights:

• The shipping center of Wuhan closely linked to China policy to promote the "Yangtze River Economic Belt"
• The advantages of the Wuhan port along the Yangtze River actively applying the "Free Trade Zone"
• "Yangluo Comprehensive Bonded Zone" allows the enterprises in the zone enjoy export tax rebates, and the transaction does not levy value-added tax and consumption tax

Wuhan recently launched the "Chinese New Europe" International Railway. Currently, the railway has achieved normalized operations and acts as a land bridge for EU-China trade. A large number of export trading enterprises, through the "Chinese New Europe" International Railway, supply their products to Central Asia and Europe

Additional Details:

• Kirin shall acquire 51% and 49% equity in the Wuhan Yangtze River Newport Logistics Center from Jasper Lake and Crestlake respectively Kirin will acquire the 100% equity in this acquisition from Jasper Lake and Crestlake by issuing 166M shares valued at US$10 per share (a premium of 354% against Kirin's close price US$2.20 as of August 31, 2015) based on an independent valuation of $1.66b of Wuhan Yangtze River Newport Logistics Center

Jianfeng Guo, Chief Executive Officer, Director and President of Kirin International Holdings Inc., stated, "We are very pleased to join with Jasper Lake Holdings Limited and Crestlake Holdings Limited to acquire such an extensive commercial property with limitless possibilities. International trade continues to be the cornerstone of the global economy and we welcome the addition of The Wuhan Yangtze River Newport Logistics Center into the Company's portfolio of assets. Together with our growing residential property portfolio, this new, enormous asset will allow the Company to increase its presence across China, and expand our footprint into the international arena, diversifying the assets of Kirin Holdings International."

NEW YORK, Sept. 10, 2015 (GLOBE NEWSWIRE) -- Kirin International Holdings Inc., (OTCBB:KIRI) (the "Company") a non-state-owned real estate development company focused on residential and commercial real estate development in "tier-three" cities in the People's Republic of China, today announced the execution of a Memorandum of Understanding ("MOU") with privately held corporations Jasper Lakes Holdings Limited and Crestlake Holdings Limited, to acquire a 100% interest in Wuhan Yangtze River New Port Logistics Co., the owner of Wuhan Yangtze River Newport Logistics Center. Pursuant to the MOU, the Company will issue 166 million shares of stock as consideration for this acquisition. This transaction is subject to execution of definitive documents between the parties.

The Wuhan Yangtze River Newport Logistics Center is an extensive complex which is located in the Hubei Province of The People's Republic of China, a major transportation hub, with dozens of railways, roads and expressways passing through the city of Wuhan and connecting to major cities in Mainland China, with connections to international centers of commerce and business. Wuhan Yangtze River Newport Logistics Center will include six major operating zones including a port operation zone, a warehouse and distribution area, a cold chain logistics area, a ride loading area, and exhibition area and a residential zone. The port is built up with eight 5,000-tons berths, with sufficient water depth to allow 5,000 to 10,000 tons of shipping. The warehouse area occupies a total of 1.2 million square meters of which a warehouse area of 400,000 square meters will be built. The commercial zone consists of a total of 500,000 square meters of which, 700,000 square meters of commercial buildings can be constructed. The Wuhan Yangtze River Newport Logistics Center will be a major component of the "One Belt One Road" Initiative of the People's Republic of China. The massive infrastructure program is being implemented to advance trade in the East and West, by making the transportation of goods easier. When complete, the New "Silk Road" will be a comprehensive world trade route.

Project Highlights:

• The shipping center of Wuhan closely linked to China policy to promote the "Yangtze River Economic Belt"
• The advantages of the Wuhan port along the Yangtze River actively applying the "Free Trade Zone"
• "Yangluo Comprehensive Bonded Zone" allows the enterprises in the zone enjoy export tax rebates, and the transaction does not levy value-added tax and consumption tax

Wuhan recently launched the "Chinese New Europe" International Railway. Currently, the railway has achieved normalized operations and acts as a land bridge for EU-China trade. A large number of export trading enterprises, through the "Chinese New Europe" International Railway, supply their products to Central Asia and Europe

Additional Details:

• Kirin shall acquire 51% and 49% equity in the Wuhan Yangtze River Newport Logistics Center from Jasper Lake and Crestlake respectively Kirin will acquire the 100% equity in this acquisition from Jasper Lake and Crestlake by issuing 166M shares valued at US$10 per share (a premium of 354% against Kirin's close price US$2.20 as of August 31, 2015) based on an independent valuation of $1.66b of Wuhan Yangtze River Newport Logistics Center

Jianfeng Guo, Chief Executive Officer, Director and President of Kirin International Holdings Inc., stated, "We are very pleased to join with Jasper Lake Holdings Limited and Crestlake Holdings Limited to acquire such an extensive commercial property with limitless possibilities. International trade continues to be the cornerstone of the global economy and we welcome the addition of The Wuhan Yangtze River Newport Logistics Center into the Company's portfolio of assets. Together with our growing residential property portfolio, this new, enormous asset will allow the Company to increase its presence across China, and expand our footprint into the international arena, diversifying the assets of Kirin Holdings International."

NEW YORK, July 30, 2015 (GLOBE NEWSWIRE) -- Kirin International Holdings Inc. (OTCBB:KIRI) (the "Company"), a non-state-owned real estate development company focused on residential and commercial real estate development in "tier-three" cities in the People's Republic of China, today announced the Company has submitted an initial listing application to the NASDAQ Stock Market to have its common stock approved for listing on the NASDAQ Capital Market. The NASDAQ Stock Market is an American stock exchange which is the second-largest exchange in the world by market capitalization.

Jianfeng Guo, Chief Executive Officer, President and Director of the Company, stated, "Having elected two independent directors to serve on our board and after tax net income expected to reach US$10.00 million in 2015, we are moving forward to uplist on a major international stock exchange in order to provide our current and prospective shareholders with the greater trading liquidity available on an international exchange. We submitted our application to NASDAQ in May 2015."

The Company cannot assure that the listing will be approved.

NEW YORK, July 20, 2015 (GLOBE NEWSWIRE) -- Kirin International Holdings Inc., (KIRI) (the Company) a non-state-owned real estate development company focused on residential and commercial real estate development in "tier-three" cities in the People's Republic of China, today announced the Company is on track to meet its previously released earnings estimates. For the first half of 2015 ended June 30, 2015, after tax net income is expected to exceed US$2.0 million. For the twelve months of 2015 ending December 31, 2015, after tax net income is projected to reach US$10.0 million.

Jianfeng Guo, Chief Executive Officer, President and Director of the Company, stated, "Our business strategy is on target and our niche market remains strong. By focusing on growing "tier-three" cities, Kirin International Holdings continues to expand. Our management team is vigilantly monitoring real estate trends and growth cycles in the People's Republic of China in order to be ahead of any potential impact on our portfolio of properties as we continue to build out our Company. We anticipate a strong second half of 2015."

NEW YORK, June 9, 2015 (GLOBE NEWSWIRE) -- Kirin International Holdings Inc., (OTCBB:KIRI) (the "Company" or "Kirin") a non-state-owned real estate development company focused on residential and commercial real estate development in "tier-three" cities in the People's Republic of China, today announced the Company's Earnings Forecast for 2015.

The real estate market was stimulated during the second quarter by advantageous governmental economic policies enacted in the People's Republic of China. During April and May 2015, the sale of real estate and the overall price of properties increased in the "First-Tier" cities in the People's Republic of China, especially in Shenzhen, Beijing and Shanghai. China's real estate market is expected to enter into another upward cycle in the second half of this year and continue into 2016, directly leading to robust economic growth and increased sales of real estate in the "Second-Tier" and "Third-Tier" cities.

Kirin, focusing on "Third-Tier" cities, anticipates its real estate business will begin its growth cycle during the second quarter of this year. The Company estimates earnings to exceed US$ 2 million in the second quarter of 2015, and annual earnings for 2015 to rise significantly to approximately US$ 10 million. Earnings refer to after-tax net income herein.

Jianfeng Guo, Chief Executive Officer, President and Director of the Company, stated, "We are carefully managing the Company through this anticipated growth cycle. As we project that sales and earnings will peak sometime in 2016, our team is prudently monitoring our real estate portfolio in order to maximize gains while simultaneously creating shareholder value."

NEW YORK, May 27, 2015 (GLOBE NEWSWIRE) -- Kirin International Holdings Inc., (OTCBB:KIRI) (the Company) a non-state-owned real estate development company focused on residential and commercial real estate development in "tier-three" cities in the People's Republic of China, announced earnings for the three months ended March 31, 2015.

The Company focuses on middle-income customers in tier three cities and strives to offer affordable homes. Current projects are concentrated in Xingtai City, Hebei Province. Kirin International Holdings, has completed Ming Shi Hua Ting, Wancheng New World and Kirin County projects in Xingtai City. Current projects include Kirin Plaza, Kirin Bay and No.79 Courtyard, which collectively call for the development of more than 7,000 homes over the next five years in Xingtai City. The Company intends to expand into the Bohai Sea Surrounding Area, comprised of Beijing, Tianjin, Hebei Province, Liaoning Province and Shandong Province, and begin additional projects in the next three to five years.

Total revenue was $22.0 million for the three months ended March 31, 2015, an increase of $14.6 million, or 197.3%, from $7.4 million for the same period of 2014. The Company's revenue stream has shifted from No.79 Courtyard Phase I and Kirin Bay Phase I, which were completed in late 2014, to No. 79 Courtyard (Phase II, Phase III and Phase IV) and Kirin Bay (Phase II, Phase III and Phase IV), which are expected to generate the majority of our revenue in the upcoming 12 months.

Gross profit was $2.3 million for the three months ended March 31, 2015, an increase of $0.7 million, or 37.4%, from $1.6 million for the same period of 2014. The gross margin was 10.3% for the three months ended March 31, 2015, compared to the gross margin of 22.2% for the same period of 2014.

Net loss was $1.5 million for the three months ended March 31, 2015, a decrease of $0.7 million, or approximately 35.2%, from net loss of $2.2 million for the same period of last year.

Disclosure: GeoInvesting is providing this information for your edification and in no way has any affiliation with any promoters and/or newsletters disseminating information on KIRI, nor is GeoInvesting being paid to post this information. At times, the GeoTeam may trade P&D's on a long or short basis, depending on how we feel the momentum of the stocks will be affected by the efforts of stock promoters and any ensuing dumps.

KIRIN INTERNATIONAL HOLDING, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Management Discussion and Analysis

Revenue from Real Estate, net. Real estate sales represent revenue from the pre-sale of properties under development. For the three months ended March 31, 2014 and 2013, revenue was derived from the pre-sale of No.79 Courtyard (Phase I, Phase II, Phase III), Kirin Bay (Phase I, Phase II Phase III) and Kirin County (including adjacent shopping arcade) and property service. Under the percentage-of-completion method, revenue is the percentage of completed construction at a point in time is multiplied by total value of contracts signed up to that same point.
 
Our revenue from the pre-sale of real estate properties for the three months ended March 31, 2014 was $7.4 million, a decrease of $6.6 million, or approximately 47.2%, compared to $14.0 million for the same period of 2013. The revenue decreased because of the following reason: As announced by Housing and Construction Department of Hebei Province in September 2013, 15 Rules of Construction Dust Control Regulation (‘Construction Dust Control Regulation’) is applied for construction industry since October 1, 2013 in Hebei Province of People’s Republic of China. According to the Construction Dust Control Regulation, all construction sites in urban area must be closed when the weather condition is not favorable as a result of the construction dust, which mostly happens in winter. No. 79 Courtyard is located in urban area of Xingtai City, Hebei province, besides the impact of Chinese New Year holidays in the first quarter of 2014, as a result of the Construction Dust Control Regulation, No. 79 Courtyard was not permitted by local government to return to work until March 25, 2014, thus no progress of the POC for No. 79 Courtyard (Phase I, Phase II, Phase III) in the first quarter of 2014. The revenue of No.79 Courtyard decreased by $8.7 million in the three months ended March 31, 2014 as compared with the same period of 2013.

Revenue from the pre-sale of No.79 Courtyard (Phase I), No.79 Courtyard (Phase II), No.79 Courtyard (Phase III), Kirin Bay (Phase I), Kirin Bay (Phase II) and Kirin Bay (Phase III) was $103,485, $43,599, $818,942, $1,629,804, $1,855,196 and $2,605,458 respectively, representing 1.4%, 0.6%, 11.0%, 22.0%, 25.0% and 35.2% of total revenue earned in the three months ended March 31, 2014. For the three months ended March31, 2014, Hebei Zhongding Property Service Co., Ltd. began to provide property service and recognized revenue of $114,964 million.

Net Loss. Net loss for the three months ended March31, 2014 was $2.1 million compared to net loss of $3.5 million for the three months ended March 31, 2013, a decrease of $1.4 million or 38.3%. This decrease was principally a result of the increased gross profit contributed by the sales of No.79 Courtyard (Phase I, Phase II and Phase III) and Kirin Bay (Phase I, Phase II and Phase III) and the decreased selling, general and administrative expenses and decreased interest expenses relating to the repaying of a high number of loans.

Disclosure: GeoInvesting is providing this information for your edification and in no way has any affiliation with any promoters and/or newsletters disseminating information on KIRI, nor is GeoInvesting being paid to post this information. At times, the GeoTeam may trade P&D's on a long or short basis, depending on how we feel the momentum of the stocks will be affected by the efforts of stock promoters and any ensuing dumps.

BEIJING and NEW YORK, Oct. 17, 2011 /PRNewswire/ -- Kirin International Holding, Inc. (OTCBB:KIRI), the largest private developer of residential mixed-use properties in Xingtai, North China's oldest city, has launched marketing for its two major projects, Kirin Bay and No. 79 Courtyard. As previously announced, both projects have just obtained their Presale Permits from the Xingtai Administration Bureau of Real Estate. The Presale Permits enable the Company to estimate between approximately $130 million to $160 million in Contract Sales for 2011 and between approximately $20 million to $35 million in profit (the range is affected by the percentage completion of the construction work based on the Company's revenue recognition method under US-GAAP).

BEIJING and NEW YORK, Oct. 14, 2011 /PRNewswire/ -- Kirin International Holding, Inc. (OTCBB:KIRI), the largest private developer of residential mixed-use properties in Xingtai, North China's oldest city, announced that today it has officially obtained the Presale Permit from the Xingtai Administration Bureau of Real Estate for its No. 79 Courtyard community. The permit will enable the Company in Q4 2011 to generate about $36 million in contact sales and receive 50%-60% in cash deposits. Kirin expects that No. 79 Courtyard, Kirin Bay and Kirin County together will bring about up to $87 million in contract sales for the company in Q4 2011.

BEIJING and NEW YORK, Oct. 11, 2011 (GLOBE NEWSWIRE) -- Kirin International Holding, Inc. (OTCBB:KIRI), the largest private developer of residential mixed-use properties in Xingtai, North China's oldest city, announced that today it has officially obtained the Presale Permit from the Xingtai Administration Bureau of Real Estate for Kirin Bay. It will enable the company in Q4 2011 to generate about $35 million sales in contact sales and receive 50%-60% cash of the amount of contract sales.

Kirin Bay is one of its major master-planned developments. Kirin Bay covers a land area of over 660,000 square meters, and the Company expects it to become the largest high-end residential community in Xingtai upon completion. The project is comprised of three sections of mixed use, residential and commercial properties. The Company expects to commence construction of Kirin Bay in October 2011. The first phase residences are expected to be delivered by the end of 2013 while final phase residences are expected to be delivered in May 2015.

On March 1, 2011 became a public entity via a reverse merger transaction.

Company Snapshot:

Engages in the development and operation of real estate in the PRC

Industry Snapshot (Per Filing)

• According to the China Daily, the PRC will surpass both the UK and Japan to be the world’s second largest property investment market by 2011, reports international real estate service provider DTZ. Data from real estate consultancy CB Richard Ellis shows that the value of property transactions in 15 Chinese cities hit RMB49.9 billion during the first six months of 2010. Of this, RMB 19.4 billion came from foreign institutional investors, RMB10.2 billion from Hong Kong, Taiwan and Macao, and the remaining RMB20.3 billion from mainland investors.
  
• With the urbanization process, more and more people immigrate to the cities from rural areas of the PRC, such that the boundaries of cities are extending gradually and the urban areas are experiencing rapid development. As the real estate markets in tier-one cities, such as Beijing, have experienced rapid growth in the past five years, Kirin China believes that the development potential for tier-two and tier-three is substantial. The Company expects that the real estate markets for tier-two and tier-three cities will expand significantly in the near future due to a variety of factors including the further development of urbanization and the immigration of rural populations into the tier-two and tier-three cities which result in a growing demand. In addition, China is generally expected to be the second largest real estate investment market by 2011. Since the real estate markets for tier-one cities have almost reached their limits, we believe investment will be directed to tier-two and tier-three cities.
   
• Kirin China believes that the PRC’s tier-three cities have long term earning potential for investment, particularly since tier-one cities have already experienced high growth in the past few years. Kirin China believes that with continued urbanization and improved living standards, the demand in tier-three cities for high quality, high-end buildings is increasing. Kirin China believes that tier-three cities are at the frontier of the continued future urbanization and will benefit from the economic growth in China.

Post Merger Share Calculation:

•    5,891,000: Pre reverse merger outstanding shares
•    3,094,297: Shares cancelled as part of the Share Exchange
• 18,547,297 : Newly issued shares of Common Stock
•       138,000: Shares from warrants associated with private placement
•      276,000 : Shares from warrants associated with private placement

GeoTeam® best effort calculation of total post reverse merger shares assuming full conversions:  21,758,000

Financial Snapshot: December Year End

• 2010 EPS: $0.96 
• Trailing P/E:  5.73