Statement of Beneficial Ownership (sc 13d)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

______________

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

240.13d-2(a)

China Shengda Packaging Group Inc.

(Name of Issuer)

COMMON STOCK, PAR VALUE US$0.001 PER SHARE

(Title of Class of Securities)

16950v 206

(CUSIP Number)

Nengbin Fang

No. 2 Beitang Road

Xiaoshan Economic and Technological Development Zone

Hangzhou, Zhejiang Province 311215

People’s Republic of China

+ 86 571 8283 8805

With a copy to:

Ling Huang, Esq.
Cleary Gottlieb Steen & Hamilton LLP
45th Floor, Fortune Financial Center

5 Dong San Huan Zhong Lu

Chaoyang District, Beijing 100020

People’s Republic of China
Telephone: +86 10 5920 1000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

May 21, 2015

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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1.	NAMES OF REPORTING PERSONS NENGBIN FANG
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	1,041,262
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	1,041,262
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,041,262⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽¹⁾ As further described in Item 2 below, each Reporting Person could be deemed to beneficially own shares of the Common Stock beneficially owned by the other Reporting Persons. The Reporting Persons collectively own 7,041,997 shares of the Common Stock.

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS WUXIAO FANG
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	2,310,000
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	2,310,000
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,310,000⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.8%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS CONGYI FANG
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	840,000
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	840,000
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 840,000⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Yueming Qi
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	168,720
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	168,720
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 168,720⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.2%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Baishun Shen
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	264,588
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	264,588
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 264,588⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Guofang Wang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]				]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	263,980
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	263,980
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 263,980⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.4%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Zumao Shi
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	200,000
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	200,000
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 200,000⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Lanfang Zhang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	356,128
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	356,128
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 356,128⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Bigtree Capital Limited
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	354,356
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	354,356
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 354,356⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6%⁽²⁾
14.	TYPE OF REPORTING PERSON CO

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Zhanggen Xu
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	369,592
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	369,592
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 369,592⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.8%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Jinfa Ye
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	215,000
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	215,000
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 215,000⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.8%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Huohong Wang
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	16,000
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	16,000
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 16,000⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.2%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Daliang Teng
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	30,000
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	30,000
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 30,000⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.4%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Haihua Yu
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION PEOPLE’S REPUBLIC OF CHINA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	70,000
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	70,000
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 70,000⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.9%⁽²⁾
14.	TYPE OF REPORTING PERSON IN

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Envision Capital Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	229,998
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	229,998
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 229,998⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%⁽²⁾
14.	TYPE OF REPORTING PERSON LP

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS CSV China Opportunities Fund, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION BRITISH VIRGIN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	150,758
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	150,758
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,758⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.9%⁽²⁾
14.	TYPE OF REPORTING PERSON LP

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS Ray Shi China Small Mid Cap Select Fund
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	232,104
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	232,104
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 232,104⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.0%⁽²⁾
14.	TYPE OF REPORTING PERSON OO

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

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1.	NAMES OF REPORTING PERSONS LB Holdings II, LLC
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	82,266
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	82,266
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 82,266⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1%⁽²⁾
14.	TYPE OF REPORTING PERSON CO

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

CUSIP No. 16950v 206

Page 20 of 29 Pages

1.	NAMES OF REPORTING PERSONS Newberg Road Partners, L.P.
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ]
3.	SEC USE ONLY
4.	SOURCE OF FUNDS OO
5.	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(e) or 2(f) [ ]
6.	CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF TEXAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7.	SOLE VOTING POWER	201,601
		8.	SHARED VOTING POWER	0
		9.	SOLE DISPOSITIVE POWER	201,601
		10.	SHARED DISPOSITIVE POWER	0
11.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 201,601⁽¹⁾
12.	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6%⁽²⁾
14.	TYPE OF REPORTING PERSON LP

⁽²⁾Based on approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC (as defined below) on May 19, 2015.

This Schedule 13D (i) represents the initial statement on Schedule 13D jointly filed by Mr. Nengbing Fang (the “Chairman”), Mr. Wuxiao Fang, Ms. Congyi Fang, Mr. Yueming Qi, Mr. Baishun Shen, Mr. Guofang Wang, Mr. Zumao Shi, Ms. Lanfang Zhang, Bigtree Capital Limited, Mr. Zhanggen Xu, Mr. Jinfa Ye, Mr. Huohong Wang, Mr. Daliang Teng, Ms. Haihua Yu, Envision Capital Partners, L.P., CSV China Opportunities Fund, L.P., Ray Shi China Small Mid Cap Select Fund, LB Holdings II, LLC and Newberg Road Partners, L.P. (collectively, the “Reporting Persons”) with respect to China Shengda Packaging Group Inc. (the “Company” or the “Issuer”), and (ii) amends and supplements the statement on Schedule 13D filed on October 29, 2012, by the Chairman, Mr. Wuxiao Fang and Ms. Congyi Fang with respect to the Issuer with the Securities and Exchange Commission (the “SEC”), as amended and/or supplemented by Amendment No.1 to the Schedule 13D filed on November 13, 2012.

ITEM 1.

SECURITIES AND ISSUER

This Schedule 13D relates to the shares of common stock, par value US$0.001 per share, of the Issuer (the “Common Stock”). The address of the Issuer’s principal executive office is No. 2 Beitang Road, Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province 311215, People’s Republic of China.

ITEM 2. IDENTITY AND BACKGROUND

Page 21 of 29 Pages

(a) – (c) and (f)

This Schedule 13D is filed by the Reporting Persons pursuant to Rule 13d-1(k) promulgated by the SEC under Section 13 of the Securities Exchange Act of 1934, as amended (the “Act”). The Reporting Persons are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Rule 13d-5(b) under the Act by reason of their relationships described in Item 2 and the agreements described in Item 4 below and each Reporting Person may be deemed to beneficially own the total of 7,041,997 shares of the Common Stock beneficially owned by all the Reporting Persons.

Except as expressly otherwise set forth in this Schedule 13D, each Reporting Person disclaims beneficial ownership of the shares of the Common Stock beneficially owned by the other Reporting Persons or any other person. The agreement between the Reporting Persons relating to the joint filing of this statement is attached hereto as Exhibit 7.01. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person assumes responsibility for the accuracy or completeness of the information concerning the other Reporting Persons, except as otherwise provided in Rule 13d-1(k).

Mr. Nengbin Fang is a citizen of the People’s Republic of China and his principal occupation is the chairman of the board of directors of the Issuer. The Chairman’s business address is No. 2 Beitang Road, Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province 311215, People’s Republic of China.

Mr. Wuxiao Fang is a citizen of the People’s Republic of China and his principal occupation is a consultant of the Issuer. Mr. Wuxiao Fang’s business address is No. 2 Beitang Road, Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province 311215, People’s Republic of China.

Ms. Congyi Fang is a citizen of the People’s Republic of China and her principal occupation is a director and vice president of the Issuer. Ms. Congyi Fang’s business address is No. 2 Beitang Road, Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province 311215, People’s Republic of China.

Mr. Yueming Qi is a citizen of the People’s Republic of China and his principal occupation is the general manager of Zhejiang Shengda Charter Win Chemicals Co., Ltd. The principal business of Zhejiang Shengda Charter Win Chemicals Co., Ltd. is manufacturing of organic pigment products. The business address of Mr. Yueming Qi and the address of Zhejiang Shengda Charter Win Chemicals Co., Ltd. is Nanyang Development Zone, Hangzhou, Zhejiang Province 311227, People’s Republic of China.

Page 22 of 29 Pages

Mr. Baishun Shen is a citizen of the People’s Republic of China and he is retired. Mr. Baishun Shen’s business address is No. 2 Beitang Road, Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province 311215, People’s Republic of China.

Mr. Guofang Wang is a citizen of the People’s Republic of China and his principal occupation is a security officer of Hangzhou Sheng Ming Paper Industry Co., Ltd. The principal businesses of Hangzhou Sheng Ming Paper Industry Co., Ltd. include paper packaging and manufacturing of carton products. The business address of Mr. Guofang Wang and the address of Hangzhou Sheng Ming Paper Industry Co., Ltd. is Xiangli Village, Heshang Town, Xiaoshan District, Hangzhou, Zhejiang Province 311264, People’s Republic of China.

Mr. Zumao Shi is a citizen of the People’s Republic of China and his principal occupation is a warehouse keeper of Hangzhou Sheng Ming Paper Industry Co., Ltd. The principal businesses of Hangzhou Sheng Ming Paper Industry Co., Ltd. include paper packaging and manufacturing of carton products. The business address of Mr. Zumao Shi and the address of Hangzhou Sheng Ming Paper Industry Co., Ltd. is Xiangli Village, Heshang Town, Xiaoshan District, Hangzhou, Zhejiang Province 311264, People’s Republic of China.

Ms. Lanfang Zhang is a citizen of the People’s Republic of China and she is retired. Ms. Lanfang Zhang holds certain shares of the Common Stock directly by herself and indirectly through Bigtree Capital Limited, an investment holding company incorporated in the British Virgin Islands. Ms. Lanfang Zhang owns 100% of the total outstanding shares of Bigtree Capital Limited and she is the sole director of Bigtree Capital Limited. The business address of Ms. Lanfang Zhang and the address of the principal office of Bigtree Capital Limited is TMF Place, Road Town, Tortola, British Virgin Islands.

Mr. Zhanggen Xu is a citizen of the People’s Republic of China and his principal occupation is the general manager officer of Zhejiang Ling Yun Chemical Co., Ltd. The principal business of Zhejiang Ling Yun Chemical Co., Ltd. is manufacturing of chemicals, raw materials and pigment products. The business address of Mr. Zhanggen Xu and the address of Zhejiang Ling Yun Chemical Co., Ltd. is No. 56, Shengle Village, Xinjie Town, Xiaoshan District, Hangzhou, Zhejiang Province 311217, People’s Republic of China.

Mr. Jinfa Ye is a citizen of the People’s Republic of China and his principal occupation is an administrative staff of Zhejiang Shuangkeda Textile Co., Ltd. The principal businesses of Zhejiang Shuangkeda Textile Co., Ltd. include paper packaging, manufacturing of paper slurry and textile products, real estates, steel structure and bond-free logistics. The business address of Mr. Jinfa Ye and the address of Zhejiang Shuangkeda Textile Co., Ltd. is Xiangli Village, Heshang Town, Xiaoshan District, Hangzhou, Zhejiang Province 311264, People’s Republic of China.

Mr. Huohong Wang is a citizen of the People’s Republic of China and his principal occupation is the chief financial officer of Shengda Group Co., Ltd. The principal businesses of Shengda Group Co., Ltd. include paper packaging, manufacturing of textile and chemicals products, steel structure, real estates, trade and financial investments. The business address of Mr. Huohong Wang and the address of Shengda Group Co., Ltd. is No. 2 Beitang Road, Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province 311215, People’s Republic of China.

Mr. Daliang Teng is a citizen of the People’s Republic of China and his principal occupation is the chief executive officer of the Issuer. Mr. Daliang Teng’s business address is No. 2 Beitang Road, Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province 311215, People’s Republic of China.

Page 23 of 29 Pages

Ms. Haihua Yu is a citizen of the People’s Republic of China and she is retired. Ms. Haihua Yu’s business address is No. 2 Beitang Road, Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province 311215, People’s Republic of China.

Envision Capital Partners, L.P. is a limited partnership incorporated under the laws of the Cayman Islands. The principal business of Envision Capital Partners, L.P. is conducting investment activities, and the address of its principal office is c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands. The general partner of Envision Capital Partners, L.P. is Envision Capital GP, L.P., a limited partnership incorporated under the laws of the Cayman Islands. The principal business of Envision Capital GP, L.P. is conducting investment activities, and the address of its principal office is c/o Walkers Corporate Services Limited, Walker House, 87 Mary Street, George Town, Grand Cayman KY1-9002, Cayman Islands. The controlling person of Envision Capital GP, L.P. is Mr. Gang Wang, who is the managing partner of Envision Capital, which principal business is conducting investment activities. Mr. Gang Wang is a citizen of the People’s Republic of China. The business address of Mr. Gang Wang and the address of the principal business of Envision Capital is 1303, Bank of East Asia Finance Tower, 66 Huayuanshiqiao Road, Pudong, Shanghai 200120, People’s Republic of China.

CSV China Opportunities Fund, L.P. is a limited partnership incorporated under the laws of the British Virgin Islands. The principal business of CSV China Opportunities Fund, L.P. is conducting investment activities, and the address of its principal office is Appleby Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, P.O. Box 3190, Road Town, Tortola, British Virgin Islands. The general partner of CSV China Opportunities Fund, L.P. is CSV China Opportunities Ltd., a company incorporated under the laws of the British Virgin Islands. The principal business of CSV China Opportunities Ltd. is conducting financial investments. The controlling person of CSV China Opportunities Ltd. is Mr. Earl Ching-Hwa Yen, who is the managing director of CSV China Opportunities Ltd. Mr. Earl Ching-Hwa Yen is a citizen of the United States. The business address of Mr. Earl Ching-Hwa Yen and the address of the principal business of CSV China Opportunities Ltd. is c/o Ascend (Shanghai) Co., Ltd., Room 103, Bldg. 18, No. 800 Huashan Rd., Shanghai 20050, People’s Republic of China.

Ray Shi China Small Mid Cap Select Fund is a series of Ray Shi Investment Trust, a statutory trust under the Delaware Statutory Trust Act. BNY Mellon Trust of Delaware is the trustee of Ray Shi Investment Trust, and its registered office is 100 White Clay Center, Suite 102, Newark Delaware 19711, United States of America. The principal business of Ray Shi China Small Mid Cap Select Fund is conducting investment activities, and the address of its principal office is 6556 High Point Dr SW, Seattle, Washington 98126, United States of America.

LB Holdings II, LLC is a Delaware limited liability company. The principal business of LB Holdings II, LLC is conducting investment activities. LB Holdings II, LLC is a wholly-owned subsidiary of Lord Baltimore Capital Corporation, which also serves as the manager of LB Holdings II, LLC. The controlling person of Lord Baltimore Capital Corporation is Mr. Louis B. Thalheimer, who is also an executive officer and director of Lord Baltimore Capital Corporation. The name, principal occupation or employment, business address and citizenship of each director and executive officer of Lord Baltimore Capital Corporation are set forth in Schedule I attached hereto and incorporated herein by reference. The business address of Mr. Louis B. Thalheimer and the address of the principal office of LB Holdings II, LLC and Lord Baltimore Capital Corporation is 6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America.

Newberg Road Partners, L.P. is a limited partnership incorporated under the laws of the State of Texas. The general partner of Newberg Road Partners, L.P. is RGA Ventures, LLC, which is a limited liability company incorporated under the laws of Texas. The controlling person of RGA Ventures, LLC is Mr. Robert G. Ackerley, who is also an investment manager of RGA Ventures, LLC. Mr. Robert G. Ackerley is a citizen of the United States. The principal business of Newberg Road Partners, L.P. and RGA Ventures, LLC is investment management. The business address of Mr. Robert Ackerley and the address of the principal office of Newberg Road Partners, L.P. and RGA Ventures, LLC is 5306 Hollister, Houston, Texas 77040, United States of America.

Page 24 of 29 Pages

(d) – (e)

During the five years preceding the date of this filing, none of the Reporting Persons (nor to the best knowledge of the Reporting Persons, any person listed in Schedule I hereto or mentioned above) has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

ITEM 3 SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

The information set forth in or incorporated by reference in Items 4 and 5 of this Schedule 13D is incorporated by reference in its entirety into this Item 3.

No shares of the Common Stock were purchased by the Reporting Persons in connection with the transactions giving rise to the filing of this Schedule 13D and thus no funds were used by the Reporting Persons for such purpose.

ITEM 4 PURPOSE OF TRANSACTION

Contribution and Subscription Agreement

On May 21, 2015, Yida International Holdings Limited, a recently formed British Virgin Islands company (“Parent”), Yida International Acquisition Limited, a recently formed Nevada company and a wholly-owned subsidiary of Parent (“Merger Sub”), Eastlake Capital Limited, a British Virgin Islands company wholly-owned by the Chairman (“Chairman SPV”) and the Reporting Persons entered into a Contribution and Subscription Agreement (the “Contribution Agreement”), pursuant to which the Reporting Persons intend to contribute to Parent an aggregate number of 7,041,997 shares of the Common Stock held by them in exchange for 7,041,996 ordinary shares of Parent to be issued directly or indirectly to the Reporting Persons (Chairman SPV has subscribed one (1) ordinary share of Parent in connection with the formation of Parent). Concurrently with such contribution, Chairman SPV will additionally subscribe for an aggregate number of 758,621 ordinary shares of Parent at a price of US$7.25 per share. Immediately prior to the consummation of the proposed transactions contemplated by the Contribution Agreement, Parent intends to contribute all of the Common Stock it owns by then to Merger Sub and cause Merger Sub to merge with and into the Company through a “short form” merger under Chapter 92A.180 of the Nevada Revised Statutes (the “Merger”), with the Company continuing as the surviving corporation after the Merger, as a means of acquiring all of the other shares of the Common Stock not owned directly or indirectly by the Reporting Persons. The shares of the Common Stock held by Merger Sub immediately prior to the Merger will be cancelled for no consideration, and each share of the Common Stock not owned by Merger Sub immediately prior to the Merger will be converted into the right to receive US$7.25 in cash, without interest (the “Merger Consideration”).

If the Merger is carried out and consummated, the Common Stock will no longer be traded on the NASDAQ Capital Market and the registration of the Common Stock under Section 12 of the Act will be terminated. The Company, as the surviving entity of the Merger, will file a Form 15 (Certification of Termination of Registration of a Class of Security) with the SEC.

In addition to the above, pursuant to the Contribution Agreement, within forty-five (45) days after the Merger, each of Envision Capital Partners, L.P., CSV China Opportunities Fund, L.P., Ray Shi China Small Mid Cap Select Fund, LB Holdings II, LLC and Newberg Road Partners, L.P. (each, an “Other Contributing Stockholder” and, collectively, the “Other Contributing Stockholders”) has

the right (the “Put Right”) to require Chairman SPV to purchase all but not less than all of the equity ownership in Parent owned by such Other Contributing Stockholder (the “Put Securities”) at a price of $7.25 per share in cash, without interest.

Page 25 of 29 Pages

Facility Agreement

In connection with the transactions contemplated by the Contribution Agreement, on May 21, 2015, Chairman SPV and Primelink Investment Limited entered into a Facility Agreement (the “Facility Agreement”), pursuant to which Primelink Investment Limited committed to provide debt financing in the aggregate principal amount of $14,000,000 to, subject to the conditions set forth therein, fund (i) the Merger Consideration to be paid to the stockholders of the Issuer other than the Reporting Persons, (ii) if any of the Other Contributing Stockholders exercises its Put Right, the amounts to be paid by Chairman SPV to such Other Contributing Stockholder to acquire the relevant Put Securities and (iii) the amounts to be paid by the Reporting Persons for costs and expenses incurred in connection with the Merger and the debt financing of the Merger. The obligations of Chairman SPV under the Facility Agreement (i) are personally guaranteed by the Chairman, Ms. Xinya Qu and Ms. Congyi Fang and (ii) will be secured by charges over 100% of Chairman SPV’s equity ownerships in Parent.

The descriptions of the Contribution Agreement and the Facility Agreement set forth above in this Item 4 do not purport to be a complete description of the terms thereof and are qualified in their entirety by reference to the full text of the Contribution Agreement and the Facility Agreement, which have been filed as Exhibits 7.02 and 7.03, respectively, and are incorporated herein by this reference.

Except as set forth in this Schedule 13D or in the transaction documents described herein, neither the Reporting Persons, nor to the best knowledge of the Reporting Persons, any person listed in Schedule I hereto or mentioned above in the Item 2, has any present plans or proposals that relate to or would result in:

(a)

The acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer;

(b)

An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer;

(c)

A sale or transfer of a material amount of assets of the Issuer;

(d)

Any change in the present board or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;

(e)

Any material change in the present capitalization or dividend policy of the Issuer;

(f)

Any other material change in the Issuer’s business or corporate structure;

(g)

Changes in the Issuer’s charter, bylaws or instruments corresponding thereto or other actions that may impede the acquisition of control of the Issuer by any person;

(h)

A class of securities of the Issuer being delisted from a national securities exchange or ceasing to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;

(i)

A class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Act; or

Page 26 of 29 Pages

(j)

Any action similar to any of those enumerated above.

ITEM 5

INTEREST IN SECURITIES OF THE ISSUER

The information contained on each of the cover pages of this Schedule 13D and the information set forth or incorporated in Items 2, 3, 4, and 6 are hereby incorporated herein by reference.

(a) – (b)

As of the date hereof, the Chairman has sole voting and dispositive power over 1,041,262 shares of the Common Stock, representing 13.4% of the total outstanding shares of the Common Stock.

As of the date hereof, Mr. Wuxiao Fang has sole voting and dispositive power over 2,310,000 shares of the Common Stock, representing 29.8% of the total outstanding shares of the Common Stock.

As of the date hereof, Ms. Congyi Fang has sole voting and dispositive power over 840,000 shares of the Common Stock, representing 10.8% of the total outstanding shares of the Common Stock.

As of the date hereof, Mr. Yueming Qi has sole voting and dispositive power over 168,720 shares of the Common Stock, representing 2.2% of the total outstanding shares of the Common Stock.

As of the date hereof, Mr. Baishun Shen has sole voting and dispositive power over 264,588 shares of the Common Stock, representing 3.4% of the total outstanding shares of the Common Stock.

As of the date hereof, Mr. Guofang Wang has sole voting and dispositive power over 263,980 shares of the Common Stock, representing 3.4% of the total outstanding shares of the Common Stock.

As of the date hereof, Mr. Zumao Shi has sole voting and dispositive power over 200,000 shares of the Common Stock, representing 2.6% of the total outstanding shares of the Common Stock.

As of the date hereof, Ms. Lanfang Zhang has sole voting and dispositive power over 356,128 shares of the Common Stock, comprising (i) 1,772 shares of the Common Stock directly held by Ms. Lanfang Zhang and (ii) 354,356 shares of the Common Stock held by Bigtree Capital Limited, which shares of the Common Stock described in (i) and (ii) collectively representing 4.6% of the total outstanding shares of the Common Stock.

As of the date hereof, Mr. Zhanggen Xu has sole voting and dispositive power over 369,592 shares of the Common Stock, representing 4.8% of the total outstanding shares of the Common Stock.

As of the date hereof, Mr. Jinfa Ye has sole voting and dispositive power over 215,000 shares of the Common Stock, representing 2.8% of the total outstanding shares of the Common Stock.

As of the date hereof, Mr. Huohong Wang has sole voting and dispositive power over 16,000 shares of the Common Stock, representing 0.2% of the total outstanding shares of the Common Stock.

As of the date hereof, Mr. Daliang Teng has sole voting and dispositive power over 30,000 shares of the Common Stock, representing 0.4% of the total outstanding shares of the Common Stock.

As of the date hereof, Ms. Haihua Yu has sole voting and dispositive power over 70,000 shares of the Common Stock, representing 0.9% of the total outstanding shares of the Common Stock.

As of the date hereof, Envision Capital Partners, L.P. has sole voting and dispositive power over 229,998 shares of the Common Stock, representing 3.0% of the total outstanding shares of the Common Stock.

Page 27 of 29 Pages

As of the date hereof, CSV China Opportunities Fund, L.P. has sole voting and dispositive power over 150,758 shares of the Common Stock, representing 1.9% of the total outstanding shares of the Common Stock.

As of the date hereof, Ray Shi China Small Mid Cap Select Fund has sole voting and dispositive power over 232,104 shares of the Common Stock, representing 3.0% of the total outstanding shares of the Common Stock.

As of the date hereof, LB Holdings II, LLC has sole voting and dispositive power over 82,266 shares of the Common Stock, representing 1.1% of the total outstanding shares of the Common Stock.

As of the date hereof, Newberg Road Partners, L.P. has sole voting and dispositive power over 201,601 shares of the Common Stock, representing 2.6% of the total outstanding shares of the Common Stock.

By virtue of the transactions described in Item 4, each Reporting Person may be deemed to beneficially own the shares of the Common Stock beneficially owned by the other Reporting Persons. The Reporting Persons collectively own 7,041,997 shares of the Common Stock, representing 90.7% of the total outstanding shares of the Common Stock.

The above disclosure of percentage information is based on a total number of approximately 7.76 million shares of the Common Stock outstanding as of May 19, 2015, as reported in the Issuer’s Form 8-K filed with the SEC on May 19, 2015.

(c)

None of the Reporting Persons has effected any transactions in the shares of Common Stock of the Issuer during the 60 days preceding the filing of this Schedule 13D.

(d) – (e) Not applicable.

ITEM 6.

CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPSWITH RESPECT TO SECURITIES OF THE ISSUER.

The information regarding the Contribution Agreement and the Facility Agreement under Item 4 is incorporated herein by reference in their entirety.

Except as described above or elsewhere in this Schedule 13D or incorporated by reference in this Schedule 13D, there are no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons or, to the best of their knowledge, any of the persons listed in Schedule I hereto or mentioned in the above Item 2 and any other person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency, the occurrence of which would give another person voting power or investment power over the securities of the Issuer.

ITEM 7.

MATERIAL TO BE FILED AS EXHIBITS.

	Exhibit 7.01:	Joint Filing Agreement, dated as of May 21, 2015, by and among the Reporting Persons.
	Exhibit 7.02:	Contribution and Subscription Agreement, dated as of May 21, 2015, by and among Yida International Holdings Limited, Yida International Acquisition Limited, Eastlake Capital Limited and the Reporting Persons.
	Exhibit 7.03:	Facility Agreement, dated as of May 21, 2015, by and between Eastlake Capital Limited and Primelink Investment Limited.

Exhibit 7.04:

Power of Attorney granted by each of the Reporting Persons in favor of the Chairman, dated as of May 21, 2015.

Page 28 of 29 Pages

SCHEDULE I

EXECUTIVE OFFICERS AND DIRECTORS OF

LORD BALTIMORE CAPITAL CORPORATION

Name	Title	Principal Occupations	Business Address
Louis B. Thalheimer	Executive and director	Executive and director of Lord Baltimore Capital Corporation	6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America
W. Matthews Long, III	Executive	Executive of Lord Baltimore Capital Corporation	6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America
Scott K. Giese	Executive	Executive of Lord Baltimore Capital Corporation	6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America
Russell W. Bell	Executive	Executive of Lord Baltimore Capital Corporation	6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America
Stephen J. Bolin	Executive	Executive of Lord Baltimore Capital Corporation	6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America
William R. Coleman	Director	Retired	6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America
Henry P. Bubel	Director	Attorney at Patterson Belknap Webb & Tyler LLP	1133 Avenue of the Americas, New York, New York 10036, United States of America
Donald G. Kilpatrick	Director	Attorney at Pillsbury Winthrop Shaw Pittman LLP	1540 Broadway, New York, New York 10036-4039, United States of America
Martin D. Krall	Director	Attorney at Pillsbury Winthrop Shaw Pittman LLP	1200 Seventeenth Street, NW Washington, DC 20036, United States of America
Jere D. McGaffey	Director	Attorney at Foley & Lardner LLP	777 East Wisconsin Avenue, Milwaukee, WI 53202-5306, United States of America
Elizabeth T. Wachs	Director	Director of Lord Baltimore Capital Corporation	6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America

Note:

Each individual listed above is a citizenships of the United States of America.

The principal business of Lord Baltimore Capital Corporation is conducting investment activities, and its address is 6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America.

Patterson Belknap Webb & Tyler LLP is a law firm and its address is 1133 Avenue of the Americas, New York, New York 10036, United States of America.

Pillsbury Winthrop Shaw Pittman LLP is a law firm and its address is 1540 Broadway, New York, New York 10036-4039, United States of America.

Foley & Lardner LLP is a law firm and its address of its Milwaukee office is 777 East Wisconsin Avenue, Milwaukee, WI 53202-5306, United States of America.

Page 29 of 29 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: May 21, 2015

	NENGBIN FANG By: /s/ Nengbin Fang
	WUXIAO FANG By: /s/ Wuxiao Fang
	CONGYI FANG By: /s/ Congyi Fang
	YUEMING QI By: /s/ Yueming Qi
	BAISHUN SHEN By: /s/ Baishun Shen
	GUOFANG WANG By: /s/ Guofang Wang
	ZUMAO SHI By: /s/ Zumao Shi

[Signature Pages to the Schedule 13D]

LANFANG ZHANG

By: /s/ Lanfang Zhang

BIGTREE CAPITAL LIMITED

By: /s/ Lanfang Zhang

Name: Lanfang Zhang

Title: Director

ZHANGGEN XU

By: /s/ Zhanggen Xu

JINFA YE

By: /s/ Jinfa Ye

HUOHONG WANG

By: /s/ Huohong Wang

DALIANG TENG

By: /s/ Daliang Teng

HAIHUA YU

By: /s/ Haihua Yu

ENVISION CAPITAL PARTNERS, L.P.

By: /s/ Gang Wang

Name: Gang Wang

Title: Managing Partner

[Signature Pages to the Schedule 13D]

	CSV CHINA OPPORTUNITIES FUND, L.P. By: /s/ Earl Yen Name: Earl Yen Title: Managing Director of CSV China Opportunities Ltd., as General Partner for and on behalf of CSV China Opportunities Fund, L.P.
	RAY SHI CHINA SMALL MID CAP SELECT FUND By: /s/ Wei Li Name: Wei Li Title: Managing Member
	LB HOLDINGS II, LLC By: /s/ Scott K. Giese Name: Scott K. Giese Title: Senior Vice President of Lord Baltimore Capital Corp., Manager
	NEWBERG ROAD PARTNERS, L.P. By: /s/ Robert G. Ackerley Name: Robert G. Ackerley Title: Manager, RGA Ventures LLC, general partner of Newberg Road Partners, L.P.

[Signature Pages to the Schedule 13D]

Exhibit 7.01

AGREEMENT OF JOINT FILING

The parties listed below agree that the Schedule 13D to which this agreement is attached as an exhibit, and all further amendments thereto, shall be filed on behalf of each of them. This Agreement is intended to satisfy Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: May 21, 2015

	NENGBIN FANG By: /s/ Nengbin Fang
	WUXIAO FANG By: /s/ Wuxiao Fang
	CONGYI FANG By: /s/ Congyi Fang
	YUEMING QI By: /s/ Yueming Qi
	BAISHUN SHEN By: /s/ Baishun Shen
	GUOFANG WANG By: /s/ Guofang Wang

[Signature Pages to the Agreement of Joint Filing]

ZUMAO SHI

By: /s/ Zumao Shi

LANFANG ZHANG

By: /s/ Lanfang Zhang

BIGTREE CAPITAL LIMITED

By: /s/ Lanfang Zhang

Name: Lanfang Zhang

Title: Director

ZHANGGEN XU

By: /s/ Zhanggen Xu

JINFA YE

By: /s/ Jinfa Ye

HUOHONG WANG

By: /s/ Huohong Wang

DALIANG TENG

By: /s/ Daliang Teng

HAIHUA YU

By: /s/ Haihua Yu

[Signature Pages to the Agreement of Joint Filing]

	ENVISION CAPITAL PARTNERS, L.P. By: /s/ Gang Wang Name: Gang Wang Title: Managing Partner
	CSV CHINA OPPORTUNITIES FUND, L.P. By: /s/ Earl Yen Name: Earl Yen Title: Managing Director of CSV China Opportunities Ltd., as General Partner for and on behalf of CSV China Opportunities Fund, L.P.
	RAY SHI CHINA SMALL MID CAP SELECT FUND By: /s/ Wei Li Name: Wei Li Title: Managing Member
	LB HOLDINGS II, LLC By: /s/ Scott K. Giese Name: Scott K. Giese Title: Senior Vice President of Lord Baltimore Capital Corp., Manager
	NEWBERG ROAD PARTNERS, L.P. By: /s/ Robert G. Ackerley Name: Robert G. Ackerley Title: Manager, RGA Ventures LLC, general partner of Newberg Road Partners, L.P.

[Signature Pages to the Agreement of Joint Filing]

Exhibit 7.02

CONTRIBUTION AND SUBSCRIPTION AGREEMENT

This CONTRIBUTION AND SUBSCRIPTION AGREEMENT (this “Agreement”) is entered into as of May 21, 2015, by and among Yida International Holdings Limited, a company incorporated under the laws of the British Virgin Islands (“Parent”), Yida International Acquisition Limited, a company incorporated under the laws of the State of Nevada (“Merger Sub”), Eastlake Capital Limited, a company incorporated under the laws of the British Virgin Islands (“Chairman SPV”), Nengbin Fang (“Chairman”), certain other management stockholders set forth on Schedule A attached hereto (collectively with Chairman, the “Management Stockholders”), and certain other existing stockholders set forth on Schedule A attached hereto (collectively, the “Other Contributing Stockholders” and, together with the Management Stockholders, the “Contributing Stockholders”) of China Shengda Packaging Group Inc., a company incorporated under the laws of the State of Nevada (the “Company”), upon the following premises:

WHEREAS, the Company is a publicly held corporation with its shares of common stock, par value US$0.001 per share (the “Listco Common Stock”), listed on the NASDAQ Capital Market;

WHEREAS, Chairman owns ten thousand (10,000) ordinary shares of Chairman SPV, par value US$1.000 per share, and is the sole shareholder of Chairman SPV;

WHEREAS, in connection with the formation of Parent, Chairman SPV has subscribed one (1) ordinary share of Parent, par value US$0.001 per share (the “Parent Ordinary Share”), and currently is the sole shareholder of Parent;

WHEREAS, the Contributing Stockholders currently own an aggregate of 7,041,997 shares of the Listco Common Stock in the individual amounts set forth on Schedule A attached hereto, constituting all of the shares of the Listco Common Stock owned by the Contributing Stockholders;

WHEREAS, the Contributing Stockholders agree to contribute or cause to be contributed all shares of the Listco Common Stock owned by them to Parent in exchange for an aggregate of 7,041,996 Parent Ordinary Shares, in the individual amounts set forth on Schedule A attached hereto; provided, that 1,041,261 Parent Ordinary Shares will be issued to Chairman SPV in exchange for 1,041,262 shares of the Listco Common Stock to be contributed by Chairman;

WHEREAS, Chairman SPV agrees to subscribe for, and Parent agrees to issue to Chairman SPV, an aggregate of 758,621 Parent Ordinary Shares for the Subscription Price (as defined below) set forth on Schedule B attached hereto;

WHEREAS, the Parent Ordinary Shares to be issued to the Contributing Stockholders and Chairman SPV, plus the one (1) Parent Ordinary Share issued to Chairman SPV in connection with the formation of Parent, will constitute all of the issued and outstanding shares of Parent;

WHEREAS, Parent shall contribute to Merger Sub all of the shares of the Listco Common Stock contributed to Parent by the Contributing Stockholders in exchange for one (1)

share of common stock, par value US$0.01 per share, of Merger Sub, as a result of which Merger Sub will become the owner of at least ninety percent (90%) of the issued and outstanding shares of the Listco Common Stock; and

WHEREAS, Parent intends to merge Merger Sub with and into the Company (the “Merger”), with the Company continuing as the surviving corporation, pursuant to Section 92A.180 of the Nevada Revised Statutes (the “NRS”), on the terms and conditions set forth herein.

NOW THEREFORE, on the stated premises and for and in consideration of the mutual covenants and agreements hereinafter set forth and the mutual benefits to the parties hereto to be derived herefrom, and intending to be legally bound hereby, the parties hereto hereby agree as follows:

Article I
REPRESENTATIONS AND WARRANTIES OF
EACH CONTRIBUTING STOCKHOLDER, PARENT, MERGER SUB AND CHAIRMAN SPV

Each of the Contributing Stockholders, Parent, Merger Sub and Chairman SPV hereby represents and warrants, severally and not jointly, as of the date of this Agreement and the Contribution Closing Date (as defined in ‎Section 5.1(a)), as follows:

Section 1.1 Authority. Such party has the full power, authority, and legal right and has taken all action required by Law, and otherwise to perform its obligations under this Agreement. With respect to a party that is an entity, the execution, delivery and performance by it of this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary organizational action, and no other action is required on its part in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions herein contemplated. This Agreement has been duly executed and delivered by such party and, assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the valid and legally binding obligation of such party, enforceable against such party in accordance with its terms, except as may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or general equitable principles. For purposes of this Agreement, “Law” means United States federal, state or local, non-United States national, provincial or local, or multinational law, statute or ordinance, common law, or any rule, regulation, directive, treaty provision, governmental guidelines or interpretations having the force of law.

Section 1.2 Title. Such Contributing Stockholder (a) owns shares of the Listco Common Stock, in the amount corresponding to such Contributing Stockholder’s name as set forth on Schedule A attached hereto, free and clear of any restrictions on transfer, taxes, liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands, (b) has the sole right to control the voting and disposition of such shares of the Listco Common Stock, and (c) does not directly or indirectly own any shares of the Listco Common Stock or other securities of the Company, other than those set forth on Schedule A attached hereto

corresponding to such Contributing Stockholder’s name. For purposes of this Agreement, “owns” means the relevant party (i) is the record holder of such security or (ii) is the “beneficial owner” (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of such security.

Section 1.3 Information Supplied. None of the information supplied or to be supplied by or on behalf of such party for inclusion or incorporation by reference in (a) the Schedule 13E-3 (as defined in ‎Section 5.4(a)) or the Schedule 13D (as defined in Section 5.3) or any amendments thereto will, at the time such document is filed with the United States Securities and Exchange Commission (the “SEC”), or at any time such document is amended or supplemented or (b) the 13e-3 Disclosure Materials (as defined in Section 5.4(c)) will, at the date of first mailing the 13e-3 Disclosure Materials to the Company’s stockholders, or at the date of first mailing of any such amendment or supplement to the Company’s stockholders, and at the Merger Closing (as defined in ‎Section 5.5(a)), contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Article II
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF CHAIRMAN SPV

Chairman and Chairman SPV hereby represents and warrants, as of the date of this Agreement and the Contribution Closing Date, as follows:

Section 2.1 Sufficient Funds. Chairman SPV has made adequate arrangements to ensure that the required funds will be made available to it to effect payment in full for (a) the Subscription Price, (b) any fees and expenses in connection with the transactions contemplated hereby, including the consummation of the Merger, and (c) any amounts that may be payable by it pursuant to Article VI.

Article III
REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB

Each of Parent and Merger Sub hereby represents and warrants, on a joint and several basis, as of the date of this Agreement and the Contribution Closing Date, as follows:

Section 3.1 Organization. Parent is a company duly incorporated, validly existing and in good standing under the Laws of the British Virgin Islands. Merger Sub is a company duly incorporated, validly existing and in good standing under the Laws of the State of Nevada.

Section 3.2 Authority. Each of Parent and Merger Sub has the full power, authority, and legal right and has taken all action required by Law, and otherwise to perform its obligations under this Agreement. The execution, delivery and performance by it of this Agreement and the consummation of the transactions herein contemplated have been duly authorized by all necessary organizational action, and no other action is required on its part in connection with the execution, delivery and performance of this Agreement or the consummation of the transactions herein contemplated. This Agreement has been duly executed and delivered by it and, assuming the due authorization, execution and delivery hereof by the other parties hereto, this Agreement constitutes the valid and legally binding obligation of it, enforceable against it in accordance

with its terms, except as may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or general equitable principles.

Section 3.3 Valid Issuance. When issued and sold against receipt of consideration in accordance with Section 5.1 or 5.2, as the case may be, on the Contribution Closing Date, the Parent Ordinary Shares will be validly issued, fully paid and nonassessable, and free and clear of any restrictions on transfer, taxes, liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands.

Section 3.4 No Other Liabilities. Except for the liabilities or obligations pursuant to its organizational documents or incurred in connection with this Agreement and the transactions contemplated hereby or incident to its formation, it does not have any material liabilities or obligations of any nature.

Section 3.5 Information Supplied. None of the information supplied or to be supplied by or on behalf of Parent or Merger Sub for inclusion or incorporation by reference in (a) the Schedule 13E-3 or the Schedule 13D or any amendments thereto will, at the time such document is filed with the SEC, or at any time such document is amended or supplemented or (b) the 13e-3 Disclosure Materials will, at the date of first mailing the 13e-3 Disclosure Materials to the Company’s stockholders, or at the date of first mailing of any such amendment or supplement to the Company’s stockholders, and at the Merger Closing, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading.

Article IV
TRANSFER AND OTHER RESTRICTIONS

Section 4.1 Each Contributing Stockholder hereby irrevocably and unconditionally agrees not to, directly or indirectly: (a) except in accordance with the terms of this Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to, or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, or enter into a loan of (collectively, “Transfer”), any or all of the shares of the Listco Common Stock such party owns; (b) grant any proxy or power of attorney with respect to any of such shares, or deposit any of such shares such party owns into a voting trust or enter into a voting agreement or arrangement with respect to any such shares except as provided in this Agreement; or (c) take any other action that would prevent or impair such party from performing any of such party’s obligations under this Agreement or that would make any representation or warranty of such party hereunder untrue or incorrect or have the effect of preventing or impairing the performance by such party of any of such party’s obligations hereunder or that is intended, or could reasonably be expected, to impede, frustrate, interfere with, delay, postpone, adversely affect or prevent the consummation of the Contribution, the Subscription, the Merger, or the other transactions contemplated hereby, or the performance by any such party of such party’s obligations hereunder. Any purported Transfer in violation of this Section 4.1 shall be null and void, ab initio.

Article V

CONTRIBUTION, SUBSCRIPTION AND MERGER

Section 5.1 Contribution. (a) On the terms and subject to the conditions set forth in this Agreement, each Contributing Stockholder agrees to assign, transfer and deliver, or cause to be assigned, transferred and delivered, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature, or description, the shares of the Listco Common Stock in the individual amounts set forth on Schedule A attached hereto to Parent (the “Contribution”) on the second (2nd) Business Day after the satisfaction or waiver of the conditions set forth below in Section 5.1(e), or another date as agreed among the parties hereto (the “Contribution Closing Date”), by delivering to Parent the stock certificates evidencing his, her or its shares of the Listco Common Stock with a stock power form executed in blank and any other documents or instruments required by applicable Law or the Company’s organizational documents in order to effect the Contribution. For purposes of this Agreement, “Business Day” means any day other than Saturday, Sunday or a day on which banking institutions in New York, the State of Nevada, the British Virgin Islands, Hong Kong or the People’s Republic of China (excluding Hong Kong, Macao and Taiwan) are authorized or obligated under applicable Law to be closed.

(b) In exchange for the transfer of such shares of the Listco Common Stock by the Contributing Stockholders, Parent shall, on the Contribution Closing Date, issue to (i) each Contributing Stockholder (other than Chairman) the applicable Parent Ordinary Shares in the individual amounts opposite the respective names of the Contributing Stockholders set forth on Schedule A attached hereto and (ii) Chairman SPV 1,041,261 Parent Ordinary Shares (collectively of (i) and (ii), the “Issuances”). For the avoidance of doubt, no Contributing Stockholder is required to pay any monetary subscription price to Parent for such Parent Ordinary Shares issued pursuant to this Section 5.1(b).

(c) Parent shall deliver to the Contributing Stockholders (other than Chairman) (i) contemporaneously with and subject to the performance of the obligations of such Contributing Stockholders under Section 5.1(a), original ordinary share certificates for the amounts of the applicable Parent Ordinary Shares being issued to such Contributing Stockholders pursuant to Section 5.1(b) in the name of such Contributing Stockholders, (ii) contemporaneously with and subject to the performance of the obligations of Chairman under ‎Section 5.1(a), an original ordinary share certificate for the amount of the Parent Ordinary Shares being issued to Chairman SPV pursuant to Section 5.1(b) in the name of Chairman SPV, and (iii) as soon as reasonably practicable on or after the Contribution Closing Date, a certified true copy of the register of members of Parent showing the Contributing Stockholders (other than Chairman) and Chairman SPV as the holders of their applicable Parent Ordinary Shares issued pursuant to Section 5.1(b).

(d) Immediately after the Contribution, Parent shall assign, transfer and deliver, free and clear of all liens, pledges, encumbrances, charges, restrictions or known claims of any kind, nature or description, the shares of the Listco Common Stock contributed to it in the Contribution to Merger Sub in exchange for one (1) share of common stock, par value US$0.01 per share, of Merger Sub.

(e) The respective obligations of each of Parent and the Contributing Stockholders to complete the Contribution are subject to the satisfaction or waiver of the following conditions:

(i) the 13e-3 Disclosure Materials shall have been disseminated to the Company’s stockholders in accordance with Rule 13e-3 of the Exchange Act (“Rule 13e-3”) and other applicable Law for at least the Required Dissemination Period as provided in Section 5.4(c);

(ii) receipt of a stockholders’ list of the Company, dated no more than five (5) Business Days prior to the date hereof, including names and addresses of each stockholder and reflecting that (A) each Contributing Stockholder is the record holder of the shares of the Listco Common Stock set forth opposite his, her or its name on Schedule A attached hereto and (B) the Contributing Stockholders collectively own at least 90% of the outstanding shares of the Listco Common Stock, certified by the current transfer agent of the Company;

(iii) the concurrent consummation of the Contribution by all the Contributing Stockholders, certified by the current transfer agent of the Company;

(iv) the concurrent consummation of the Issuances;

(v) the due execution of the Escrow Agreement (as defined below);

(vi) no government entity of competent jurisdiction shall have enacted, issued, promulgated, enforced or entered any Law or any order, judgment, injunction, award, decision, determination, stipulation, ruling, subpoena, writ, decree or verdict (each, an “Order”) (whether temporary, preliminary or permanent) which is then in effect and has the effect of enjoining, restraining, prohibiting or otherwise making illegal the consummation of the transactions contemplated hereby, including the Contribution, the Subscription and the Merger; and

(vii) the concurrent consummation of the Subscription.

Section 5.2 Subscription. (a) On the terms and subject to the conditions set forth in this Agreement, on the Contribution Closing Date, Chairman SPV hereby agrees to subscribe for, and Parent agrees to issue to Chairman SPV, an aggregate number of Parent Ordinary Shares set forth in Schedule B attached hereto at a price of US$7.25 per Parent Ordinary Share (the “Subscription”). As consideration for the Parent Ordinary Shares allotted by Parent to Chairman SPV pursuant to this Section 5.2(a), Chairman SPV shall pay to Parent an aggregate purchase price of US$5,500,000 in immediately available funds (the “Subscription Price”) on the Contribution Closing Date.

(b) On the Contribution Closing Date, Parent shall deliver to Chairman SPV, (i) contemporaneously with and subject to the performance of the obligations of Chairman SPV under ‎Section 5.2(a), original ordinary share certificates for the amounts of the Parent Ordinary Shares being issued to Chairman SPV pursuant to Section 5.2(a) in the name of Chairman SPV and (ii) as soon as reasonably practical on or after the Contribution Closing Date, a certified true

copy of the register of members of Parent showing Chairman SPV as the holder of the Parent Ordinary Shares issued to Chairman SPV pursuant to Section 5.2(a).

(c) The obligation of Chairman SPV to complete the Subscription is subject to (i) the satisfaction or waiver of each of the conditions set forth in clauses (i) – (iv) of Section 5.1(e) and (ii) the concurrent consummation of the Contribution.

Section 5.3 Schedule 13D. The parties hereto shall file a joint Schedule 13D and any required amendments thereto (the “Schedule 13D”) with the SEC within the time period or periods required by the Exchange Act and the SEC’s rules and regulations thereunder following the execution of this Agreement. The parties hereto agree that Chairman or Parent shall prepare such Schedule 13D and all amendments thereto; provided, that the form of such Schedule 13D and amendments shall be reasonably satisfactory to the other parties hereto. Each party hereto shall provide all information and take all other required actions necessary for the preparation and filing of the Schedule 13D and any amendments thereto on a timely basis.

Section 5.4 Schedule 13E-3. (a) As promptly as reasonably practicable following the date of this Agreement, Parent and Merger Sub, with the assistance of the Contributing Stockholders, shall, and shall cause the Company to, jointly prepare and cause to be filed with the SEC the Rule 13e-3 transaction statement on Schedule 13E-3 (including any exhibits thereto and documents incorporated by reference therein, the “Schedule 13E-3”) required in connection with the transactions contemplated hereby and any required amendments or supplements thereto. Each of the parties hereto shall use its reasonable best efforts so that the Schedule 13E-3 will comply as to form and substance in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder. Each party hereto shall, as promptly as practicable after the receipt thereof, provide to the other parties hereto copies of any written comments and advise the other parties hereto of any oral comments, with respect to the Schedule 13E-3, received from the SEC and shall use its reasonable best efforts to resolve and respond promptly to any comments of the SEC regarding the Schedule 13E-3. Each of the Contributing Stockholders will be provided with a reasonable opportunity to review and comment on the initial Schedule 13E-3 and any amendment or supplement thereto prior to the filing with the SEC.

(b) If at any time prior to the Effective Time (as defined in ‎Section 5.5(a)), any information relating to the Company, Parent, Merger Sub or any other party, or any of their respective affiliates, directors or officers, should be discovered by Parent, Merger Sub or any other party which should be set forth in an amendment or supplement to the Schedule 13E-3, so that such document would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other parties and an appropriate amendment to the Schedule 13E-3 describing such information shall be promptly filed with the SEC and an appropriate amendment or supplement describing such information shall be disseminated to the Company’s stockholders to the extent required by applicable Law.

(c) As promptly as practicable after the SEC confirms that it has no further comments on the Schedule 13E-3, Parent, Merger Sub and Chairman shall cause to be disseminated to the Company’s stockholders the required Rule 13e-3 disclosure materials (the

“13e-3 Disclosure Materials”) in accordance with Rule 13e-3 and any other applicable Laws and, if necessary in order to comply with applicable Laws, after the 13e-3 Disclosure Materials shall have been so disseminated, promptly disseminate amended or supplemental 13e-3 Disclosure Materials to such stockholders. The 13e-3 Disclosure Materials shall be disseminated to the Company’s stockholders in accordance with Rule 13e-3 and applicable Laws for at least the minimum period of time required by Rule 13e-3 and applicable Laws (the “Required Dissemination Period”).

Section 5.5 The Merger. (a) Merger Closing. Unless this Agreement shall have been terminated pursuant to Article VII (Termination), and unless otherwise mutually agreed in writing among the parties hereto, Parent and Merger Sub shall effect the Merger (the “Merger Closing”) within three (3) Business Days following the completion of the Contribution, the Subscription and the actions contemplated under Section 5.1(d) (the date of the Merger Closing, is referred to herein as the “Merger Closing Date”). Parent and Merger Sub will adopt or cause to be adopted all necessary corporate approvals, including shareholder and board resolutions required under the NRS in order to effect the Merger. As soon as practicable on the Merger Closing Date (Nevada time), Parent and Merger Sub shall cause articles of merger (the “Articles of Merger”) to be executed and filed with the Secretary of State of the State of Nevada (the “Nevada Secretary of State”) in accordance with Section 92A.180 of the NRS. As soon as practicable on or after the Merger Closing Date, Parent and Merger Sub shall also make any and all other filings or recordings required under the NRS. The Merger shall become effective on the date and at such time as the Articles of Merger have been duly filed with the Nevada Secretary of State or at such later date and time as may be agreed by the parties hereto in writing and specified in the Articles of Merger in accordance with the NRS (the effective date and time of the Merger being hereinafter referred to as the “Effective Time”). At the Effective Time, and in accordance with the NRS, (i) Merger Sub will merge with and into the Company and (ii) the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence as the surviving corporation in the Merger (the “Surviving Corporation”) under the Laws of the State of Nevada as a wholly-owned subsidiary of Parent. From and after the Effective Time, the Surviving Corporation shall possess all rights, privileges, immunities, powers and franchises of the Company and Merger Sub. The Merger will have the effects set forth in this Agreement and the applicable provisions of the NRS.

(b) Effect of Merger on the Listco Common Stock. At the Effective Time, by virtue of the Merger, and without any action on the part of the parties hereto or the Company or the holders of any securities of the Company, each share of the Listco Common Stock issued and outstanding immediately prior to the Effective Time, other than any shares of the Listco Common Stock owned by the Company, Parent, Merger Sub or any Contributing Stockholder (collectively, the “Excluded Shares”) to be cancelled as described below, shall be converted into the right of its holder to receive US$7.25 in cash per share of the Listco Common Stock, without any interest (the “Merger Consideration”). All of such shares that have been converted into the right to receive the Merger Consideration as provided in this Section 5.5 shall no longer be outstanding and shall be automatically cancelled and cease to exist as of the Effective Time. Each stock certificate (or evidence of shares in book-entry form) that, immediately prior to the Effective Time, represented any such shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration to be paid in consideration therefor upon surrender of such stock certificate or evidence. All Excluded Shares shall be automatically

cancelled and cease to exist as of the Effective Time, without any conversion thereof and no payment or distribution shall be made with respect thereto, and each Contributing Stockholder hereby acknowledges and agrees that, regardless of whether such party contributes its shares of the Listco Common Stock to Parent on the Contribution Closing Date or receives any Parent Ordinary Shares, such party shall have no right to receive any Merger Consideration with respect to any Excluded Share.

(c) Payment Procedures of the Merger Consideration. As promptly as reasonably practicable following the Effective Time, Parent shall engage a paying agent, cause a letter of transmittal to be disseminated to the Company’s stockholders (other than the Company, Parent and Merger Sub), and cause the Merger Consideration, net of any applicable withholding taxes, to be paid to the Company’s stockholders (other than the Company, Parent and Merger Sub) entitled thereto in accordance with applicable Law.

Section 5.6 Delisting and Deregistration. As promptly as reasonably practicable following the Effective Time, Parent and Merger Sub shall (a) cause the Company to request NASDAQ to suspend the trading of the Listco Common Stock on the NASDAQ Capital Market, and (b) file or cause to be filed with the SEC the relevant forms and other documents to suspend the Company’s status as a reporting company under the Exchange Act and terminate the registration of the Listco Common Stock under the Securities Act of 1933, as amended.

Article VI
PUT RIGHT

Section 6.1 Put Right. Within forty five (45) days after the Merger is completed (the “Put Exercise Period”), each of the Other Contributing Stockholders shall have the right and option (the “Put Option”) to require Chairman SPV to purchase all but not less than all of the Parent Ordinary Shares owned by such Other Contributing Stockholder (the “Put Securities”) at a price of US$7.25 per Parent Ordinary Share (the “Put Price”). For the avoidance of doubt, the Put Option of an Other Contributing Stockholder shall automatically expire, and shall thereafter be of no further force or effect, if a Put Exercise Notice (as defined below) from such Other Contributing Stockholder and the payment instruction and other deliverables with respect to the release of the Escrow Fund (as defined below) contemplated by Section 5.1 of the Escrow Agreement are not deemed to have been duly given to Chairman SPV and the Escrow Agent, as applicable, at or before midnight (Beijing time) of the last day of the Put Exercise Period pursuant to the instructions set forth in Section 8.11 hereof and Section 10 of the Escrow Agreement, as applicable. Prior to the Merger Closing, Chairman SPV and the Other Contributing Stockholders shall engage a reputable escrow agent (the “Escrow Agent”) and set up one (1) or more escrow accounts with the Escrow Agent (the “Escrow Accounts”). As promptly as reasonably practicable following the Effective Time but not later than three (3) Business Days after Chairman SPV’s receipt of the required funds to complete the transactions contemplated by this Agreement from its financing source, Chairman SPV shall deposit an aggregate amount not less than US$8,000,000 (the “Escrow Fund”) into the Escrow Accounts. The release of all or part of the Escrow Fund in connection with the exercise of the Put Option of any Other Contributing Stockholder shall be subject to the terms and conditions of the escrow agreement to be entered among Chairman SPV, the Other Contributing Stockholders and the Escrow Agent (the “Escrow Agreement”).

Section 6.2 Put Exercise Notice. The Put Option shall be exercisable by each Other Contributing Stockholder by delivering a written notice of exercise specifying the number of Put Securities exercised under the Put Option in the form attached as Schedule C hereto (a “Put Exercise Notice”) to Chairman SPV at any time during the Put Exercise Period. The closing of purchase of the Put Securities by Chairman SPV shall occur on a date to be agreed between the exercising Other Contributing Stockholder and Chairman SPV, which shall in no event be later than ten (10) Business Days following the earlier of (a) the delivery of the Put Exercise Notice or (b) the expiration of the Put Exercise Period (the “Put Closing Date”).

Section 6.3 Put Closing. If any Other Contributing Stockholder exercises the Put Option, then on the applicable Put Closing Date, such Other Contributing Stockholder shall, against full payment of an amount in cash in U.S. dollars equal to the number of Put Securities multiplied by the applicable Put Price to be released from the Escrow Fund (subject to the terms and conditions of the Escrow Agreement), deliver to Chairman SPV a duly executed stock transfer form for transferring the Put Securities to Chairman SPV (the “Put Closing”). In connection with the sale of the Put Securities, the exercising Other Contributing Stockholder shall represent and warrant to Chairman SPV that the Put Securities sold by such Other Contributing Stockholder are owned beneficially and of record by such Other Contributing Stockholder and are transferred free and clear of any restrictions on transfer, taxes, liens, options, warrants, purchase rights, contracts, commitments, equities, claims and demands.

Article VII
TERMINATION

Section 7.1 Termination by Mutual Consent. This Agreement may be terminated and the Merger may be abandoned upon the unanimous written consent by all parties hereto at any time prior to the Effective Time.

Section 7.2 Termination by Any Party. This Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time by any party hereto if:

(a) the Merger shall not have been consummated by September 30, 2015; provided, however, that the right to terminate this Agreement under this Section 7.2(a) shall not be available to a party whose failure to fulfill any obligation under this Agreement has been the primary cause of, primarily resulted in, or materially contributed to the failure of the Merger Closing to occur by such date; or

(b) any Law or Order having the effect set forth in Section 5.1(e)(iv) shall be in effect and shall have become final and non-appealable; provided, however, that the right to terminate this Agreement pursuant to this Section 7.2(b) shall not be available to a party if the issuance of such final, non-appealable Law or Order was primarily due to the breach or failure of such party to perform in a material respect any of its obligations under this Agreement.

Section 7.3 Effect of Termination. In the event of termination of this Agreement or the abandonment of the Merger pursuant to this Article VII, written notice thereof shall be given to all parties hereto, specifying the provision or provisions hereof pursuant to which such termination shall have been made, and this Agreement (other than this Section 7.3, Section 7.4

(Return of Shares and Money), 8.2 (Entire Agreement), 8.3 (Governing Law and Dispute Resolution), 8.4 (Expenses), 8.5 (Equitable Relief), 8.6 (Confidentiality; Publicity), 8.7 (Succession and Assignment), 8.8 (Severability), 8.10 (Counterparts), 8.11 (Notices) and 8.12 (No Third Party Beneficiaries) shall become void and of no effect with no liability on the part of any party (or of any of its subsidiaries or their respective representatives).

Section 7.4 Return of Shares and Money. If for any reason the Merger fails to occur or this Agreement is otherwise terminated after the Contribution and the Subscription shall have occurred, then Parent or Merger Sub, as the case may be, shall promptly return the shares of the Listco Common Stock to the relevant Contributing Stockholder and the Subscription Price, without interest, to Chairman SPV, and all Parent Ordinary Shares shall be cancelled.

Article VIII
MISCELLANEOUS

Section 8.1 Consent to the Merger. Each of the Contributing Stockholder and Chairman SPV, as evidenced by such party’s signature hereto, in lieu of a special meeting of the stockholders of Parent, does hereby consent to and approve the Merger, and the other transactions contemplated herein.

Section 8.2 Entire Agreement. This Agreement represents the entire agreement between the parties hereto relating to the subject matter hereof and supersedes all prior agreements, understandings and negotiations, written or oral, with respect to such subject matter.

Section 8.3 Governing Law and Dispute Resolution. This Agreement shall be governed by, enforced, and construed under and in accordance with the Laws of the State of New York (except that the NRS shall govern (a) the internal affairs of the Company and Merger Sub and any other entities that are organized and existing under the Laws of the State of Nevada, (b) the Merger, and (c) all other provisions of, or transactions contemplated by, this Agreement, or any other matters, to which the NRS mandatorily applies), without giving effect to conflict of law principles that would result in the application of the Laws of a jurisdiction other than the State of New York. The parties hereto irrevocably agree that any dispute, controversy or claim arising out of or relating to this Agreement or its subject matter shall be finally settled by arbitration under the Rules of Arbitration of the International Chamber of Commerce (the “ICC Rules”) by three (3) arbitrators appointed in accordance with the ICC Rules. The presiding arbitrator shall be agreed by the two arbitrators appointed by claimants and respondents, respectively, in consultation with each side. The place of arbitration shall be New York, New York. The arbitration proceedings (including but not limited to any arbitral award rendered) shall be in English. The award rendered by the arbitrators shall be final and binding on the parties hereto. Judgment on the award may be entered in any court of competent jurisdiction.

Section 8.4 Expenses. (a) Regardless of whether the Contribution, the Subscription or the Merger is consummated, the fees and out-of-pocket expenses payable by Parent, Merger Sub, Chairman and Chairman SPV in connection with the transactions herein contemplated, including reasonable fees and expenses of counsel, shall be borne by Chairman SPV. For the avoidance of doubt, each of the Contributing Stockholders and Chairman SPV acknowledges the appointment of Cleary Gottlieb Steen & Hamilton LLP as U.S. counsel to Parent.

(b) Regardless of whether the Contribution, the Subscription or the Merger is consummated, each Contributing Stockholder (other than Chairman) shall pay its own fees and out-of-pocket expenses in connection with the transactions contemplated by this Agreement including legal fees of its own counsel.

(c) Notwithstanding anything to the contrary in the above Section 8.4(a) or (b), if the Contribution, the Subscription or the Merger is not consummated, and the failure for the Contribution, the Subscription or the Merger to be consummated is due to the unilateral breach of this Agreement of one or more parties hereto, such party or parties in breach shall be responsible for all fees and out-of-pocket expenses (including legal fees and expenses) incurred by the non-breaching parties related to the transactions contemplated hereby.

Section 8.5 Equitable Relief. Each party hereto acknowledges that monetary damages would not be an adequate remedy in the event that any of the agreements in this Agreement is not performed in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right any party may have, such party shall be entitled to seek equitable relief, including injunction and specific performance, as a remedy for any such breach by another party and each other party waives any objection to the imposition of relief of an equitable nature if warranted.

Section 8.6 Confidentiality; Publicity. Each party hereto shall keep this Agreement and the transactions contemplated hereby confidential and shall not make any public statement or announcement concerning, or disclose to any third party this Agreement or the transactions contemplated hereby, or any of the terms, conditions or other facts with respect hereto, including the status hereof, other than as mutually agreed in writing by the parties hereto or as required by applicable Laws, regulations or stock exchange rules, or by the request of any governmental entity of competent jurisdiction; provided, that in any such case the form and terms of any such disclosure have been notified to the other parties and the other parties have had a reasonable opportunity to comment thereon, in each case to the extent lawful and reasonably practicable. Parent or Chairman shall coordinate all press releases and regulatory filings (including Schedule 13D and Schedule 13E-3 filings) and other public relation matters relating to the transactions contemplated hereby.

Section 8.7 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party may assign either this Agreement or any of its rights, interests or obligations hereunder without the prior written approval of other parties.

Section 8.8 Severability. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable Law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable Law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained in this Agreement.

Section 8.9 Schedule. The Schedules identified in this Agreement are incorporated herein by reference and made a part hereof.

Section 8.10 Counterparts. This Agreement may be executed in one (1) or more counterparts, and by the different parties in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one (1) and the same agreement.

Section 8.11 Notices. All notices, requests, claims, demands instructions or other communications to be given under this Agreement shall be in writing and shall be deemed to have been duly given (a) when delivered in person, (b) upon confirmation of receipt after transmittal by facsimile to such number specified below or another number or numbers as such person may subsequently specify by proper notice under this Agreement, with a confirmatory copy to the sent by overnight courier, and (c) on the next Business Day when sent by international overnight courier, in each case to the respective parties and accompanied by a copy sent by email (which copy shall not constitute notice) at the following addresses (or at such other address for a party hereto as shall be specified in a notice given in accordance with this Section):

If to Parent, Merger Sub, Chairman SPV or any Management Stockholder, to:

No. 2 Beitang Road
Xiaoshan Economic and Technological Development Zone
Hangzhou, Zhejiang Province 311215
People’s Republic of China

with a copy to:

Cleary Gottlieb Steen & Hamilton LLP
45th Floor, Fortune Financial Center
5 Dong San Huan Zhong Lu

Chaoyang District, Beijing 100020
People’s Republic of China
Attention: Ling Huang
Facsimile: +86 10 5879 3902
Email: lhuang@cgsh.com

If to any Other Contributing Stockholder, to the address of such Other Contributing Stockholder set forth on Schedule A.

Section 8.12 No Third Party Beneficiaries. This Agreement shall be binding upon and inure solely to the benefit of each party hereto and its successors and permitted assigns, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

Section 8.13 Indemnification. Each party (such party, the “Indemnifying Party”) hereto agrees to indemnify, defend and hold harmless the other parties and their affiliates and their and their affiliates’ respective directors, officers, employees, agents, shareholders, controlling

persons, partners and members and each of their respective successors and assigns (each, an “Indemnified Person”) from and against any and all losses, claims, damages, liabilities or expenses (collectively, “Losses”) actually incurred by any Indemnified Person based upon, resulting from, arising out of or relating to (a) any inaccuracy in or breach of any representation or warranty of such Indemnifying Party contained in this Agreement, (b) any breach of any covenant, agreement or obligation to be performed by such Indemnifying Party pursuant to this Agreement or (c) any fraud, intentional misrepresentation or willful breach by such Indemnifying Party with respect to or in connection with this Agreement. Subject to the immediately preceding sentence, Chairman and Chairman SPV agree to indemnify and hold harmless each Other Contributing Stockholder and its affiliates (each, an “Other Contributing Stockholder Indemnified Person”) from and against any and all Losses actually incurred by any Other Contributing Stockholder Indemnified Person in connection with any litigations, claims or proceedings brought against such Other Contributing Stockholder Indemnified Person arising from this Agreement or the transactions contemplated hereby unless such litigations, claims or proceedings are directly or indirectly attributable to such Other Contributing Stockholder Indemnified Person. For the avoidance of doubt, the Losses contemplated under this Section 8.13 shall not include any consequential, punitive, incidental, special or indirect loss, claim, damage, liability or expense.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first-above written.

YIDA INTERNATIONAL HOLDINGS LIMITED

By: /s/ Nengbin Fang
Name: Nengbin Fang (方能斌)
Title: Director

YIDA INTERNATIONAL ACQUISITION LIMITED

By: /s/ Nengbin Fang
Name: Nengbin Fang (方能斌)
Title: Director

EASTLAKE CAPITAL LIMITED

By: /s/ Nengbin Fang
Name: Nengbin Fang (方能斌)
Title: Director

/s/ Nengbin Fang

Nengbin Fang (方能斌)

/s/ Wuxiao Fang

Wuxiao Fang (方吾校)

/s/ Congyi Fang

Congyi Fang (方聪艺)

/s/ Yueming Qi

Yueming Qi (戚跃明)

/s/ Baishun Shen
Baishun Shen (沈柏顺)

[Signature Page to the Contribution and Subscription Agreement]

/s/ Guofang Wang
Guofang Wang (王国芳)

/s/ Zumao Shi
Zumao Shi (石祖茂)

/s/ Lanfang Zhang
Lanfang Zhang (章兰芳)

BIGTREE CAPITAL LIMITED

By: /s/ Lanfang Zhang
Name: Lanfang Zhang (章兰芳)
Title: Director

/s/ Zhanggen Xu
Zhanggen Xu (许张根)

/s/ Jinfa Ye
Jinfa Ye (叶金发)

/s/ Huohong Wang
Huohong Wang (王火红)

/s/ Daliang Teng
Daliang Teng (滕大良)

/s/ Haihua Yu
Haihua Yu (余海花)

[Signature Page to the Contribution and Subscription Agreement]

ENVISION CAPITAL PARTNERS, L.P.

By: /s/ Gang Wang
Name: Gang Wang
Title: Managing Partner

CSV CHINA OPPORTUNITIES FUND, L.P.

By: /s/ Earl Yen
Name: Earl Yen
Title: Managing Director of CSV China Opportunities Ltd., as General Partner for and on behalf of CSV China Opportunities Fund, L.P.

RAY SHI CHINA SMALL MID CAP SELECT FUND

By: /s/ Wei Li
Name: Wei Li
Title: Managing Member

LB HOLDINGS II, LLC

By: /s/ Scott K. Giese
Name: Scott K. Giese
Title: Senior Vice President of Lord Baltimore Capital Corp., Manager

NEWBERG ROAD PARTNERS, L.P.

By: /s/ Robert G. Ackerley
Name: Robert G. Ackerley
Title: Manager, RGA Ventures LLC, general partner of Newberg Road Partners, L.P.

[Signature Page to the Contribution and Subscription Agreement]

SCHEDULE A

1. Management Stockholders	Shares of the Listco Common Stock owned by each Management Stockholder prior to the Contribution	Parent Ordinary Shares to be issued to each of Chairman SPV and the Management Stockholders after the Contribution
Chairman (方能斌)	1,041,262	1,041,261¹
Wuxiao Fang (方吾校)	2,310,000	2,310,000
Congyi Fang (方聪艺)	840,000	840,000
Yueming Qi (戚跃明)	168,720	168,720
Baishun Shen (沈柏顺)	264,588	264,588
Guofang Wang (王国芳)	263,980	263,980
Zumao Shi (石祖茂)	200,000	200,000
Lanfang Zhang (章兰芳)	1,772	1,772
Bigtree Capital Limited	354,356	354,356
Zhanggen Xu (许张根)	369,592	369,592
Jinfa Ye (叶金发)	215,000	215,000
Huohong Wang (王火红)	16,000	16,000
Daliang Teng (滕大良)	30,000	30,000
Haihua Yu (余海花)	70,000	70,000
Total	6,145,270	6,145,270

¹ 1,041,261 Parent Ordinary Shares will be issued to Chairman SPV pursuant to Section 5.1(b)(ii) and Chairman SPV will own a total number of 1,041,262 Parent Ordinary Shares after the Contribution (including one (1) Parent Ordinary Share subscribed by Chairman SPV in connection with the formation of Parent).

2. Other Contributing Stockholders	Shares of the Listco Common Stock owned by each Other Contributing Stockholder prior to the Contribution	Parent Ordinary Shares owned by each Other Contributing Stockholder after the Contribution	Address of each Other Contributing Stockholder
Envision Capital Partners, L.P.	229,998	229,998	1303 Bank of East Asia Finance Tower, 66 Huayuanshiqiao Road, Pudong, Shanghai 200120, People’s Republic of Chin
CSV China Opportunities Fund, L.P.	150,758	150,758	Appleby Corporate Services (BVI) Limited, Jayla Place, Wickhams Cay 1, P.O. Box 3190, Road Town, Tortola, British Virgin Islands
Ray Shi China Small Mid Cap Select Fund	232,104	232,104	6556 High Point Dr SW, Seattle, Washington 98126, United States of America
LB Holdings II, LLC	82,266	82,266	6225 Smith Ave., Suite B-100, Baltimore, Maryland 21209, United States of America
Newberg Road Partners, L.P.	201,601	201,601	Matt Hartzell & John Cilia, 5306 Hollister, Houston, Texas 77040, United States of America
Total	896,727	896,727

SCHEDULE B

	Parent Ordinary Shares to be issued to Chairman SPV	Subscription Price to be paid to Parent by Chairman SPV
Chairman SPV	758,621	US$5,500,000

SCHEDULE C

FORM OF THE NOTICE OF EXERCISE OF PUT OPTION

_________, 2015

VIA FACSIMILE

Reference is made to the contribution and subscription agreement (the “Agreement”), dated as of May 21, 2015 by and among Yida International Holdings Limited, Yida International Acquisition Limited, Eastlake Capital Limited and the Contributing Stockholders as defined therein. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.

Pursuant to ‎Section 6.2 of the Agreement with respect to ______ Parent Ordinary Shares held by [Name of the Other Contributing Stockholder], and on the terms and subject to the conditions set forth in the Agreement, [Name of the Other Contributing Stockholder] hereby elects to exercise its right to sell ______ Parent Ordinary Shares at US$7.25 per Parent Ordinary Share, with an aggregate of purchase price US$______, to Chairman SPV.

The account to which the aggregate purchase price for the Parent Ordinary Shares to be paid is as follows:

[account details to be inserted].

Very truly yours,

[Name of the Other Contributing Stockholder]

By:

Name:

Title:

Exhibit 7.03

FACILITY AGREEMENT

By and Among

EASTLAKE CAPITAL LIMITED

as Borrower

and

PRIMELINK INVESTMENT LIMITED

as Lender

relating to a
US$ 14,000,000 Term Loan Facility

CONTENTS

CLAUSE

PAGE

Section 1 INTERPRETATION
1. Definitions and Interpretation	1
Section 2 THE FACILITY
2. The Facility	7
3. Purpose	7
4. Conditions of Utilisation	7
Section 3 UTILISATION
5. Utilisation	9
Section 4 REPAYMENT, PREPAYMENT AND CANCELLATION
6. Repayment	10
7. Prepayment and Cancellation	10
Section 5 COSTS OF UTILISATION
8. Interest	11
Section 6 ADDITIONAL PAYMENT OBLIGATIONS
9. Tax Gross-up and Indemnities	12
10. Other Indemnities	14
11. Costs and Expenses	15
Section 7 REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT
12. Representations	16
13. Information Undertakings	18
14. General Undertakings	19
15. Events of Default	24
Section 8 CHANGES TO PARTIES
16. Changes to the Parties	27
Section 9 ADMINISTRATION
17. Payment Mechanics	28

18. Set-Off	29
19. Notices	29
20. Calculations and Certificates	30
21. Partial Invalidity	30
22. Remedies and Waivers	31
23. Amendments and Waivers	31
24. Counterparts	31
Section 10 GOVERNING LAW AND DISPUTE RESOLUTION
25. Governing Law	32
26. Enforcement	32
Schedule 1 Conditions Precedent	33
Schedule 2 Utilisation Request for the Loan	35

THIS AGREEMENT is dated 21 May 2015 and is made by and among:

(1)

EASTLAKE CAPITAL LIMITED, a British Virgin Islands business company incorporated under the laws of the British Virgin Islands with company number 1680534 (the “Borrower”); and

(2)

PRIMELINK INVESTMENT LIMITED, a company organized and existing under the laws of the Cayman Islands (the “Lender”).

IT IS AGREED as follows:

Section 1

INTERPRETATION

Definitions and Interpretation

1.1

Definitions

In this Agreement:

“Acquisition Documents” means the Contribution and Subscription Agreement and each other document designated as an “Acquisition Document” by the Lender and the Borrower.

“Agreed Form” means, with respect to any document:

(a)

substantially in the form agreed by the Borrower and the Lender prior to the date of this Agreement; or

(b)

in form and substance acceptable to the Borrower and the Lender, each acting reasonably.

“Authorisation” means:

(a)

an authorisation, consent, approval, resolution, license, exemption, filing, notarisation, lodgement or registration; or

(b)

in relation to anything which will be fully or partly prohibited or restricted by law if a Governmental Agency intervenes or acts in any way within a specified period after lodgement, filing, registration or notification, the expiry of that period without any intervention or action by such Governmental Agency.

“Availability Period” means the period from and including the date of this Agreement to and including the date falling four (4) months after the date of this Agreement.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Beijing, the British Virgin Islands, Hong Kong, Nevada and New York.

“BVI Co” means Evercharm Holdings Limited, a British Virgin Islands business company incorporated under the laws of the British Virgin Islands.

“Commitment” means US$14,000,000.

"Confidential Information" means all information relating to the Borrower, the Personal Guarantor, any member of the Offshore Group, any Subsidiary of any member of the Offshore Group, the Target, the Finance Documents or the Facility, of which the Lender becomes aware in its capacity as, or for the purpose of becoming, the Lender or which is received by the Lender in relation to, or for the purpose of becoming the Lender under, the Finance Documents or a Facility from the Personal Guarantor, the Borrower, any member of the Offshore Group or any of their advisors in whatever form, and includes information given orally and any document, electronic file or any other way of representing or recording information which contains or is derived or copied from such information but excludes information that:

(a)

is or becomes public information other than as a direct or indirect result of any breach by the Lender of this Agreement; or

(b)

is identified in writing at the time of delivery as non-confidential by the Personal Guarantor, the Borrower or any of its advisers; or

(c)

is known by the Lender before the date the information is disclosed to it or is lawfully obtained by the Lender after that date, from a source which is, as far as the Lender is aware, unconnected with the Personal Guarantor, the Offshore Group or the Subsidiaries of any member of the Offshore Group and which, in either case, as far as the Lender is aware (after making due and reasonable enquiries), has not been obtained in breach of, and is not otherwise subject to, any obligation of confidentiality.

“Contribution and Subscription Agreement” means the contribution and subscription agreement to be entered into on or about the date of this Agreement between, among others, the Mr. Nengbin Fang and the Parent.

“Default” means an Event of Default or any event or circumstance specified in Clause 15 (Events of Default) which would (with the expiry of a grace period, the giving of notice, the making of any determination under the Finance Documents or any combination of any of the foregoing) be an Event of Default.

“Effective Time” has the meaning set out in Section 5.5 (The Merger) of the Contribution and Subscription Agreement.

“Event of Default” means any event or circumstance specified as such in Clause 15 (Events of Default).

“Facility” means the term loan facility made available under this Agreement, as the same may be reduced, varied or cancelled in accordance with the terms of this Agreement.

"Facility Office" means the office or offices through which the Lender performs its obligations under this Agreement.

"FATCA" means:

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(a)

sections 1471 to 1474 of the Code or any associated regulations or other official guidance;

(b)

any treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between the US and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

(c)

any agreement pursuant to the implementation of paragraphs (a) or (b) above with the US Internal Revenue Service, the US government or any governmental or taxation authority in any other jurisdiction.

"FATCA Deduction" means a deduction or withholding from a payment under a Finance Document required by FATCA.

“Final Repayment Date” means the date that falls on the first (1^st) anniversary of the date on which the Loan is drawn down by the Borrower in accordance with this Agreement.

“Finance Document” means this Agreement, the Share Charge, the Personal Guarantee, and any other document designated as such by the Lender and the Borrower.

“Financial Indebtedness” means any indebtedness for or in respect of:

(a)

moneys borrowed;

(b)

any amount raised by acceptance under any acceptance credit facility or dematerialized equivalent;

(c)

any amount raised pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

(d)

the amount of any liability in respect of any lease or hire purchase contract which would, in accordance with applicable accounting standard relevant to such entity, be treated as a finance or capital lease;

(e)

receivables sold or discounted (other than any receivables to the extent they are sold on a non-recourse basis);

(f)

any amount raised under any other transaction (including any forward sale or purchase agreement) having the commercial effect of a borrowing;

(g)

any derivative transaction entered into in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

(h)

any counter-indemnity obligation in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

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(i)

the amount of any liability in respect of any guarantee or indemnity for any of the items referred to in paragraphs (a) to (h) above.

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under statute).

“Interest Rate” means ten per cent. (10%) per annum.

“Loan” means a loan made or to be made under the Facility or the principal amount outstanding of such loan, as the context may require.

“Material Adverse Effect” means a material adverse effect on:

(a)

the condition (financial or otherwise) of the Borrower and its Subsidiaries, taken as a whole (which shall include Target and its Subsidiaries after the Effective Time);

(b)

the ability of the Borrower or any Personal Guarantor to perform his or its obligations under the applicable Finance Documents; or

(c)

the validity or enforceability of this Agreement or the rights or remedies of the Lender under the Finance Documents.

“Merger” has the meaning set out in the preamble of the Contribution and Subscription Agreement.

“Merger Closing Date” has the meaning set out in Section 5.5 (The Merger) of the Contribution and Subscription Agreement.

“Offshore Group” means the Borrower, the Parent and (after the Effective Time) the Target and BVI Co.

“Party” means a party to this Agreement.

“Parent” means Yida International Holdings Limited a British Virgin Islands business company incorporated under the laws of the British Virgin Islands.

“Personal Guarantee” means the personal guarantee executed or to be executed in the Agreed Form by the Personal Guarantors in favour of the Lender.

“Personal Guarantor” means each of Mr. Nengbin Fang, Ms. Xinya Qu and Ms. Congyi Fang.

“PRC” means the People’s Republic of China, excluding Hong Kong, Macau and Taiwan.

“Put Option” has the meaning set out in Section 6.1 (Put Right) of the Contribution and Subscription Agreement.

“Repeating Representations” means each of the representations set out in Clauses 12.1 (Status) to 12.12 (Acquisition Documents) inclusive.

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“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Share Charge” means the charge over all shares in the Parent owned by the Borrower from time to time.

“Subscription” has the meaning set out in Section 5.2 (Subscription) of the Contribution and Subscription Agreement.

“Subsidiary” means in relation to any company or corporation, a company or corporation:

(a)

which is controlled, directly or indirectly, by the first mentioned company or corporation; or

(b)

more than half the issued equity share capital of which is beneficially owned, directly or indirectly, by the first mentioned company or corporation; or

(c)

which is a Subsidiary of another Subsidiary of the first mentioned company or corporation,

and for this purpose, a company or corporation shall be treated as being controlled by another person if that person is able to direct its affairs and/or to control the composition of its board of directors or equivalent body.

“Target” means China Shengda Packaging Group Inc., a Nevada corporation.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Tax Deduction” has the meaning given to such term in Clause 9.1 (Tax definitions).

“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.

“Utilisation” means the utilisation of the Facility.

“Utilisation Date” means the date of the Utilisation, being the date on which the Loan is to be made.

“Utilisation Request” means a notice substantially in the form set out in Schedule 2 (Utilisation Request ).

1.2

Construction

(a)

Unless a contrary indication appears, any reference in this Agreement to:

(i)

the “Lender”, the “Borrower”, or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;

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(ii)

a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended, novated, supplemented, extended or restated;

(iii)

“including” shall be construed as “including without limitation” (and cognate expressions shall be construed similarly);

(iv)

“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;

(v)

a “person” includes any individual, firm, company, corporation, government, state or agency of a state or any association, trust, joint venture, consortium or partnership (whether or not having separate legal personality);

(vi)

a provision of law is a reference to that provision as amended or re-enacted; and

(vii)

a time of day is a reference to Hong Kong time.

(b)

Section, Clause and Schedule headings are for ease of reference only.

(c)

Unless a contrary indication appears, a term used in any other Finance Document or in any notice given under or in connection with any Finance Document has the same meaning in that Finance Document or notice as in this Agreement.

(d)

A Default (other than an Event of Default) is “continuing” if it has not been remedied or waived and an Event of Default is “continuing” if it has not been remedied or waived.

(e)

Where this Agreement specifies an amount in a given currency (the “specified currency”) “or its equivalent”, the “equivalent” is a reference to the amount of any other currency which, when converted into the specified currency utilising The Hongkong and Shanghai Banking Corporation Limited’s spot rate of exchange for the purchase of the specified currency with that other currency at or about 11 a.m. on the relevant date, is equal to the relevant amount in the specified currency.

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Section 2

THE FACILITY

The Facility

Subject to the terms of this Agreement, the Lender makes available to the Borrower a U.S. Dollar term loan facility in an aggregate amount equal to the Commitment.

Purpose

3.1

Purpose

The proceeds of the Facility shall be applied by the Borrower:

(a)

towards financing or procuring the payment of any amounts due under the Acquisition Documents;

(b)

towards payment of any transaction costs, taxes, stamp duties and expenses incurred by Mr. Nengbin Fang, the Borrower and the Parent under or in connection with the Acquisition Documents; and

(c)

any other purpose lawful under the laws of the State of Nevada, People’s Republic of China, and the British Virgin Islands permitted in writing by the Lender in advance.

3.2

Monitoring

The Lender is not bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

Conditions of Utilisation

4.1

Initial conditions precedent

The Borrower may not deliver a Utilisation Request unless the Lender has received all of the documents and other evidence listed in and appearing to comply with the requirements of Schedule 1 (Conditions Precedent), each in form and substance satisfactory to the Lender (acting reasonably). The Lender shall notify the Borrower promptly upon receiving such documents and other evidence.

4.2

Further conditions precedent

Subject to Clause 4.1 (Initial Condition Precedent), the Lender will be obliged to comply with Clause 5.4 (Disbursement of Loan) only if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)

no Default is continuing or would result from the proposed Loan; and

(b)

the Repeating Representations to be made by the Borrower are true in all material respects; and

(c)

A letter in the Agreed Form and signed by the authorized signatory of the Borrower that all conditions precedent to the completion of the Contribution pursuant to the Contribution and Subscription Agreement (with the exception of the concurrent closing of the Subscription) have been satisfied or waived in accordance with the terms and conditions of the Contribution and Subscription Agreement.

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4.3

Number of Loans

Only one (1) Loan may be borrowed under the Facility.

-8-

Section 3

UTILISATION

Utilisation

5.1

Delivery of a Utilisation Request

The Borrower may utilise the Loan by delivery to the Lender of a copy of a duly completed Utilisation Request not later than 10.00 a.m. (Hong Kong time) on the third Business Day before the proposed Utilisation Date (or such other time as the Lender may otherwise agree to in writing).

5.2

Completion of a Utilisation Request

(a)

A Utilisation Request is irrevocable and will not be regarded as having been duly completed unless (A) the proposed Utilisation Date is a Business Day within the Availability Period and (B) the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount).

(b)

Only one Loan may be requested in the Utilisation Request and the Borrower may only make one Utilisation Request.

5.3

Currency and amount

(a)

The currency specified in the Utilisation Request must be U.S. Dollars.

(b)

The amount of the proposed Loan must be an amount which is not more than the Commitment.

5.4

Disbursement of Loan

If the conditions set out in Clause 4 (Conditions of Utilisation) and 5.1 (Delivery of a Utilisation Request) to 5.3 (Currency and amount) above have been met, the Lender shall make the Loan available to the Borrower by transfer to the Borrower’s bank account specified in the Utilisation Request on the Utilisation Date.

5.5

Cancellation of Commitment

Any part of the Commitment which is unutilised shall be immediately cancelled at the end of the Availability Period.

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Section 4

REPAYMENT, PREPAYMENT AND CANCELLATION

Repayment

6.1

Repayment

Subject to the provisions of Clause 7 (Prepayment and Cancellation), the Borrower shall repay the outstanding amount of the Loan, together with any interest accrued thereon, in full on the Final Repayment Date; provided, that if the Acquisition Documents shall be terminated, the Borrower shall repay any amount of the Loan that may have been drawn down within 10 (ten) Business Days after the date of termination of the Acquisition Documents.

6.2

Reborrowing

The Borrower may not reborrow any part of the Facility which is repaid.

Prepayment and Cancellation

The Borrower may not prepay the whole or any part of the Loan prior to the Final Repayment Date without the Lender’s prior written consent.

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Section 5

COSTS OF UTILISATION

Interest

8.1

Calculation of interest

Subject to Clause 8.3 (Default interest), the rate of interest on the Loan is the Interest Rate.

8.2

Payment of interest

The Borrower shall pay accrued interest on the Loan on the Final Repayment Date; subject to prepayment in full of the Loan by the Borrower, in which case the Borrower shall pay accrued interest on the Loan on the date of such prepayment.

8.3

Default interest

(a)

If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the Unpaid Sum from the due date to the date of actual payment (both before and after judgment) at a rate of twenty per cent. (20%) per annum and shall be compounded on the last day of the month in which the due date shall fall and thereafter at three-monthly intervals.

(b)

Any interest accruing under this Clause 8.3 (Default interest) shall be immediately payable by the Borrower on demand by the Lender.

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Section 6

ADDITIONAL PAYMENT OBLIGATIONS

Tax Gross-up and Indemnities

9.1

Tax definitions

In this Clause 9 (Tax Gross-up and Indemnities):

"Tax Credit" means a credit against, relief or remission for, or repayment of any Tax.

“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document, other than a FATCA Deduction.

"Tax Payment" means an increased payment made by the Borrower to the Lender under Clause ‎9.2 (Tax gross-up) or a payment under Clause ‎9.3 (Tax indemnity).

9.2

Tax gross-up

(a)

All payments to be made by the Borrower to the Lender under the Finance Documents shall be made free and clear of and without any Tax Deduction unless the Borrower is required to make a Tax Deduction, in which case the sum payable by the Borrower (in respect of which such Tax Deduction is required to be made) shall be increased to the extent necessary to ensure that the Lender receives a sum net of any deduction or withholding equal to the sum which it would have received had no such Tax Deduction been made or required to be made.

(b)

The Borrower shall promptly upon becoming aware that it must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Lender accordingly. Similarly, the Lender shall notify the Borrower on becoming so aware in respect of a payment payable to it.

(c)

If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.

(d)

Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Lender evidence reasonably satisfactory to the Lender that the Tax Deduction has been made or (as applicable) any appropriate payment paid to the relevant taxing authority.

9.3

Tax indemnity

(a)

Without prejudice to Clause 9.2 (Tax gross-up), if the Lender is required to make any payment of or on account of Tax on or in relation to any sum received or receivable under the Finance Documents (including any sum deemed for purposes of Tax to be received or receivable by the Lender whether or not actually received or receivable) or if any liability in respect of any such payment is asserted, imposed, levied or assessed against the Lender, the Borrower shall, within three (3) Business Days of demand, promptly indemnify the Lender in respect of any loss or liability as a result of such payment or liability, together with any interest, penalties, costs and expenses payable or incurred in connection therewith, provided that this Clause 9.3 (Tax indemnity) shall not apply to:

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(i)

any Tax imposed on and calculated by reference to the net income actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which the Lender is incorporated;

(ii)

any Tax imposed on and calculated by reference to the net income of the Facility Office of the Lender actually received or receivable by the Lender (but, for the avoidance of doubt, not including any sum deemed for purposes of Tax to be received or receivable by the Lender but not actually receivable) by the jurisdiction in which its Facility Office is located; or

(iii)

to the extent a loss, liability or cost is compensated for by an increased payment under Clause 9.2 (Tax gross-up) or relates to a FATCA Deduction required to be made by a Party.

9.4

Tax credit

If the Borrower makes a Tax Payment and the Lender determines that:

(a)

a Tax Credit is attributable to an increased payment of which that Tax Payment forms part, to that Tax Payment or to a Tax Deduction in consequence of which that Tax Payment was required; and

(b)

that Lender has obtained and utilised that Tax Credit,

the Lender shall pay an amount to the Borrower which the Lender determines will leave it (after that payment) in the same after-Tax position as it would have been in had the Tax Payment not been required to be made by the Lender.

9.5

Stamp taxes

The Borrower shall:

(a)

pay all stamp duty, registration and other similar Taxes payable in respect of any Finance Document (other than in connection with any transfer of the Loan made pursuant to Clause 16 (Assignments and Transfers by the Lender); and

(b)

subject to paragraph (a) above, within three (3) Business Days of demand, indemnify the Lender against any cost, loss or liability that the Lender incurs in relation to any stamp duty, registration or other similar Tax paid or payable in respect of any Finance Document.

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9.6

FATCA Deduction

(a)

Each Party may make any FATCA Deduction it is required to make by FATCA, and any payment required in connection with that FATCA Deduction, and no Party shall be required to increase any payment in respect of which it makes such a FATCA Deduction or otherwise compensate the recipient of the payment for that FATCA Deduction.

(b)

Each Party shall promptly, upon becoming aware that it must make a FATCA Deduction (or that there is any change in the rate or the basis of such FATCA Deduction) notify the Party to whom it is making the payment.

10.

Other Indemnities

10.1

Currency indemnity

(a)

If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)

making or filing a claim or proof against the Borrower; or

(ii)

obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,

the Borrower shall, as an independent obligation, within three (3) Business Days of demand, indemnify the Lender against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b)

The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

10.2

Other indemnities

The Borrower shall, within three (3) Business Days of demand, indemnify the Lender against any cost, loss or liability incurred by the Lender as a result of:

(a)

the occurrence of any Event of Default;

(b)

any enquiry, investigation, subpoena (or similar order) or litigation with respect to the Borrower or with respect to the transactions contemplated or financed under this Agreement;

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(c)

a failure by the Borrower to pay any amount due under a Finance Document on its due date or in the relevant currency; or

(d)

funding or making arrangements to fund, its participation in a Loan requested by the Borrower in the Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by the Lender).

11.

Costs and Expenses

11.1

Transaction costs

Each party shall pay their respective costs and expenses (including legal fees) reasonably incurred in connection with the negotiation, preparation and execution of:

(a)

this Agreement and any other documents referred to in this Agreement; and

(b)

any other Finance Documents executed after the date of this Agreement.

11.2

Amendment costs

If the Borrower requests an amendment, waiver or consent, the Borrower shall, within five (5) Business Days of demand, reimburse the Lender for the amount of all costs and expenses (including, but not limited to, legal fees) reasonably incurred by the Lender in responding to, evaluating, negotiating or complying with that request or requirement.

11.3

Enforcement and preservation costs

The Borrower shall, within five (5) Business Days of demand, pay to the Lender the amount of all costs and expenses (including, but not limited to, legal fees) incurred by the Lender in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

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Section 7

REPRESENTATIONS, UNDERTAKINGS AND EVENTS OF DEFAULT

12.

Representations

The Borrower makes the representations and warranties set out in this Clause 12 (Representations) to the Lender on the date of this Agreement.

12.1

Status

(a)

The Borrower is duly formed and validly existing and is in good standing under the laws of the British Virgin Islands.

(b)

The Borrower has the power to own its assets and carry on its business as it is being conducted.

12.2

Binding obligations

The obligations expressed to be assumed by it in each Finance Document to which it is a party are, subject to any general principles of law and equity limiting its obligations, legal, valid, binding and enforceable obligations.

12.3

Non-conflict with other obligations

The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a)

any law or regulation applicable to the Borrower;

(b)

the constitutional documents of the Borrower; and

(c)

any agreement or instrument binding upon the Borrower or any of its assets, breach of which would reasonably be expected to have a Material Adverse Effect.

12.4

Power and authority

The Borrower has the power to enter into, perform and deliver the Finance Documents to which it is a party and the transactions contemplated by those Finance Documents.

12.5

Governing law and dispute resolution

Subject to any general principles of law and equity:

(a)

The choice of governing law of the Finance Documents to which the Borrower is a party will be recognised and enforced in its jurisdiction of incorporation; and

(b)

Any judgment obtained in relation to a Finance Document to which the Borrower is a party will be recognised and enforced in its jurisdiction of incorporation.

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12.6

No default

(a)

No Default is continuing or would reasonably be expected to result from the making of any Utilisation or the entry into, the performance of, or any transaction contemplated by, any Finance Document or Acquisition Document.

(b)

No other event or circumstance is outstanding which constitutes (or, with the expiry of a grace period, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute) a default or termination event (however described) under any other agreement or instrument which is binding on the Borrower or any of its Subsidiaries or to which the Borrower or any of its Subsidiaries’ assets are subject, which has or would reasonably be expected to have a Material Adverse Effect.

12.7

No misleading information

All written, factual information supplied by or on behalf of the Borrower for the purposes of the Facility was true, complete and accurate in all material respects as at the date it was given and is not misleading in any material respect.

12.8

No proceedings pending or threatened

(a)

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which would reasonably be expected to have a Material Adverse Effect have been started or threatened.

(b)

No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency arising out of or in connection with the Acquisition Documents or the Finance Documents have, to the best of its knowledge, been commenced against the Lender.

12.9

No filing or stamp taxes

Under the laws of the Borrower’s jurisdiction of incorporation it is not necessary that the Finance Documents be filed, recorded or enrolled with any court or other Governmental Agency in that jurisdiction or that any stamp, registration, notarial or similar Taxes or fees be paid on or in relation to the Finance Documents or the transaction contemplated by the Finance Documents.

12.10 Deduction of Tax

The Borrower is not required to make any deduction for or on account of Tax from any payment made under any Finance Document to which it is a party.

12.11

Ranking

(a)

Payment obligations of the Borrower under the Finance Documents to which it is a party rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

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(b)

Subject to any general principles of law and equity, each Security created pursuant to the Finance Documents has or will have the ranking in priority which it is expressed to have in the relevant Finance Documents and it is not subject to any prior ranking or pari passu ranking Security, .

12.12

Acquisition Documents

(a)

The Acquisition Documents contain (or, following execution, will contain) all the terms of the Merger and remain effective.

(b)

No default under the Acquisition Documents is continuing or is reasonably likely to result from the making of the Loan or the entry into, the performance of, or any transaction contemplated by, any Finance Document.

(c)

To the best of its knowledge (having made reasonable commercial inquiry), no representation or warranty given by any party to any Acquisition Document is untrue or misleading in any material respect.

12.13

Repetition

The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of a Utilisation Request.

13.

Information Undertakings

The undertakings in this Clause 13 (Information Undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents.

13.1

Information: miscellaneous

The Borrower shall supply to the Lender:

(a)

promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against the Borrower or any Personal Guarantor and which would reasonably be expected to have a Material Adverse Effect; and

(b)

promptly, such further information regarding the financial condition, business and operations of the Borrower as the Lender may reasonably request, including audited or unaudited financial statements and management accounts of Parent and its Subsidiaries, taken as a group, except to the extent that disclosure of the information would breach any law, regulation, stock exchange requirement or duty of confidentiality.

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13.2

Notification of default

(a)

The Borrower shall notify the Lender of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.

(b)

Promptly upon a reasonable request by the Lender, the Borrower shall supply to the Lender a certificate certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

14.

General Undertakings

The undertakings in this Clause 14 (General Undertakings) remain in force from the date of this Agreement for so long as any amount is outstanding under any Finance Document.

14.1

Authorisations

(a)

The Borrower shall promptly:

(i)

obtain, comply with and do all that is necessary to maintain in full force and effect; and

(ii)

in the case of paragraphs (A) and (B) below, supply certified copies to the Lender of,

any Authorisation required under any law or regulation of its jurisdiction of incorporation,

(A)

to enable it to perform its obligations under the Finance Documents to which it is a party,

(B)

to ensure the legality, validity, enforceability or admissibility in evidence in its jurisdiction of incorporation of any Finance Document to which it is party, and

(C)

to carry on its business where failure to do so has or would reasonably be expected to have a Material Adverse Effect.

(b)

Except for (i) compliance with the applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder, including, without limitation, the filing of the Schedule 13E-3, and the filing of one or more amendments thereto, (ii) any filings or regulatory approvals in compliance with the rules and regulations of NASDAQ Capital Market and (iii) the filing of the Articles of Merger and related documentation with the Nevada Secretary of State pursuant to the Nevada Revised Statutes, no filing with or notice to, and no permit, authorization, consent or approval of, any Governmental Agency is necessary for the consummation of the Merger, except where the failure to make any such filings or give such notice or to obtain such permits, authorizations, consents or approvals would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

14.2

Compliance with laws

The Borrower shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its payment obligations under the Finance Documents.

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14.3

Pari passu ranking

The Borrower shall ensure that its payment obligations under the Finance Documents rank and continue to rank at least pari passu with the claims of all of its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law applying to companies generally.

14.4

Financial Indebtedness

(a)

The Borrower shall not (and will procure that no member of the Offshore Group shall) incur or permit to subsist any Financial Indebtedness.

(b)

Paragraph (a) above does not apply to:

(i)

any Financial Indebtedness incurred pursuant to any Finance Document;

(ii)

any Financial Indebtedness of the Borrower disclosed to the Lender in Exhibit 1 hereto;

(iii)

any Financial Indebtedness incurred from any other member of the Offshore Group or any of their Subsidiaries; and

(iv)

any Financial Indebtedness incurred in its ordinary course of business.

14.5

Negative pledge

In this Clause 14.5, “Quasi-Security” means an arrangement or transaction described in paragraph (b) below.

(a)

Except with the Lender’s prior written consent, the Borrower shall not, and shall procure that no member of the Offshore Group will, create or permit to subsist any Security over any of its assets.

(b)

The Borrower shall not, and shall procure that no member of the Offshore Group will:

(i)

sell, transfer or otherwise dispose of any of its assets on terms whereby they are or may be leased to or re-acquired by any member of the Offshore Group;

(ii)

sell, transfer or otherwise dispose of any of its receivables on recourse terms;

(iii)

enter into or permit to subsist any title retention arrangement;

(iv)

enter into or permit to subsist any arrangement under which money or the benefit of a bank or other account may be applied, set-off or made subject to a combination of accounts; or

(v)

enter into or permit to subsist any other preferential arrangement having a similar effect, in circumstances where the arrangement or transaction is entered into primarily as a method of raising Financial Indebtedness or of financing the acquisition of an asset.

(c)

Paragraphs (a) and (b) above do not apply to:

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(i)

any netting or set-off arrangement entered into by the any member of the Offshore Group in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances during the normal course of conducting business operations;

(ii)

any Security or Quasi-Security created by any member of the Offshore Group or subsisting over the assets of any member of the Offshore Group that has been disclosed to the Lender in Exhibit 2 hereto;

(iii)

any payment or close out netting or set-off arrangement pursuant to any hedging transaction entered into by a member of the Offshore Group for the purpose of:

(A)

hedging any risk to which any member of the Offshore Group is exposed in its ordinary course of business; or

(B)

its interest rate or currency management operations which are carried out in the ordinary course of business and for non-speculative purposes only,

excluding, in each case, any Security or Quasi-Security under a credit support arrangement in relation to a hedging transaction;

(iv)

any lien arising by operation of law and in the ordinary course of business;

(v)

any Security or Quasi-Security arising under any retention of title, hire purchase or conditional sale arrangement or arrangements having similar effect in respect of goods supplied to a member of the Offshore Group in the ordinary course of business and on suppliers standard or usual terms and not as a result of any default or omission by any member of the Offshore Group;

(vi)

pledges of goods, the related documents of title and/or other related documents arising or created in the ordinary course of business as security for indebtedness to a bank or financial institution directly relating to the goods or documents over which that pledge exists;

(vii)

any Security or Quasi-Security resulting from the rules and regulations of any clearing system or stock exchange over shares and/or other securities held in that clearing system or stock exchange;

(viii)

any Security or Quasi-Security over bank accounts granted pursuant to the relevant account bank’s standard terms and conditions; or

(ix)

any Security or Quasi-Security created pursuant to any Finance Document.

14.6

Loans and guarantees

(a)

The Borrower shall not (and shall procure that each member of the Offshore Group does not) make any loans, grant any credit or give any guarantee or indemnity to or for the benefit of any person or otherwise voluntarily assume any liability, whether actual or contingent, in respect of any obligation of any person.

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(b)

Paragraph (a) above does not apply to:

(i)

any guarantee by any member of the Offshore Group for the benefit of trade creditors or in connection with any contract entered into in its ordinary course of business;

(ii)

any guarantee for Taxes, assessments or charges imposed by the relevant tax authority on any member of the Offshore Group or any of their Subsidiaries which are either (i) not yet due or (ii) are being contested in good faith;

(iii)

any guarantee by any member of the Offshore Group in respect of the Financial Indebtedness incurred in the circumstances set out in paragraph (b) of Clause 14.4 (Financial Indebtedness), or any guarantee under any Finance Document;

(iv)

customary indemnities to professional advisers and consultants under their standard terms of business; or

(v)

guarantees by any member of the Offshore Group of the obligations of any other member of the Offshore Group or its Subsidiaries.

14.7

Disposals

(a)

The Borrower shall not (and shall procure that no member of the Offshore Group will), enter into a single transaction or a series of transactions (whether related or not) and whether voluntary or involuntary to sell, lease, transfer or otherwise dispose of any asset.

(b)

Paragraph (a) above does not apply to any sale, lease transfer or other disposal:

(i)

made in the ordinary course of business of the disposing entity;

(ii)

of assets in exchange for or to be replaced by other assets comparable or superior as to type, value and quality;

(iii)

arising under a transaction permitted by paragraph (c) of Clause 14.5 (Negative pledge);

(iv)

disposals at arm’s length and on normal commercial terms of assets no longer required for that disposing entity’s business;

(v)

disposals by any member of the Offshore Group to any other member of the Offshore Group or their Subsidiaries;

(vi)

the short term investment of funds not immediately required in that entity’s business and realization of those investments; and

(vii)

the making of a lawful distribution.

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14.8

Delisting

The Borrower and Parent shall use their respective reasonable best efforts to (a) consummate the Merger within one (1) Month after the Utilisation Date, (b) delist the shares of Target from the NASDAQ National Market within one (1) Month after the Effective Time and (c) deregister the Target under the Securities Exchange Act of 1934, as amended, within one hundred and twenty (120) days after such delisting.

14.9

No restriction on share transfer

The Borrower shall ensure that the constitutional documents of itself, the Parent and, after the Effective Time, the Target do not, and are not amended or varied in a manner which, restricts or otherwise prohibits the transfer of the shares in suchentity, as the case may be, or confers any right of pre-emption, tag-along or other similar rights on any person or which could reasonably be expected to adversely affect the interests of the Lender under any Finance Document.

14.10

Change of business

The Borrower shall procure that no substantial change is made to the general nature of the business of Target and its Subsidiaries, taken as a whole, from that carried on by them at the date of this Agreement, but this shall not prevent any of the Target or any of its Subsidiaries from entering into any ancillary or related business.

14.11

Preservation of assets

The Borrower shall (and shall ensure that each of its Subsidiaries will) maintain in good working order and condition (ordinary wear and tear excepted) all of the assets necessary in the conduct of its business.

14.12

Amendments

The Borrower shall not (and shall ensure that none of its Subsidiaries will) make any material amendment to any Finance Document or Acquisition Document or vary, novate, supplement, supersede, waive or terminate any material term of a Finance Document or Acquisition Document, in each case, to which it is a party, or any other document delivered to the Lender pursuant to Clause 4.1 (Initial Conditions Precedent) in any material way, except with the prior written consent of the Lender.

14.13

Access

If an Event of Default is continuing or the Lender reasonably suspects an Event of Default is continuing or may occur, the Borrower shall ensure that each of its Subsidiaries will permit the Lender and/or accountants or other professional advisers of the Lender reasonable access during business hours and on reasonable prior notice, which shall not be less than five (5) days, at the cost of the Lender to (a) the premises, assets, books, accounts and records of each relevant entity and (b) meet and discuss matters with the relevant members of the senior management.

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15.

Events of Default

Each of the events or circumstances set out in the following sub-clauses of this Clause 15 (Events of Default) (other than Clause 15.13 (Acceleration)) is an Event of Default.

15.1

Non-payment

The Borrower does not pay within three (3) Business Days of its due date any amount payable by it pursuant to a Finance Document to which it is a party at the place at and in the currency in which such amount is expressed to be payable.

15.2

Other obligations

(a)

The Borrower does not comply with any provision of the Finance Documents or any material provision of the Acquisition Documents to which it is party that would result in the termination of the Acquisition Documents (other than those referred to in Clause 15.1 (Non-payment)).

(b)

No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within ten (10) Business Days of the earlier of (i) the Lender giving notice to the Borrower of the failure to comply and (ii) the Borrower becoming aware of the failure to comply.

15.3

Misrepresentation

Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Documents is incorrect or misleading in any material respect when made or deemed to be made and, if capable of remedy, such representation or statement remains incorrect or misleading in any material respect at the end of the twenty (20) day period following (i) notice thereof by the Lender to the Borrower or (ii) the Borrower becoming aware of such misrepresentation, whichever is the earlier.

15.4

Cross default

(a)

Any Financial Indebtedness of the Borrower is declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).

(b)

No Event of Default will occur under this Clause 15.4 (Cross default) if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraph (a) above is less than US$1,000,000 (or its equivalent in any other currency or currencies).

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15.5

Insolvency

(a)

The Borrower is or is presumed or deemed to be unable or admits its inability to pay its debts as they fall due, suspends making payments on any of its debts or commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.

(b)

A moratorium is declared in respect of any indebtedness of the Borrower and such moratorium is not stayed or removed within thirty (30) days.

15.6

Insolvency proceedings

Any corporate action or legal proceedings is taken in relation to:

(a)

the suspension of payments, a moratorium of any indebtedness, or liquidation of the assets of the Borrower;

(b)

the appointment of a liquidator or receiver over the assets of the Borrower; or

(c)

enforcement of any Security over any assets of the Borrower,

or any analogous procedure or step is taken in any jurisdiction.

Clause 15.6(a) shall not apply to any winding-up petition which is frivolous or vexatious and is discharged, stayed or dismissed within thirty (30) days of commencement.

15.7

Creditors’ process

Any expropriation, attachment, sequestration, distress or execution affects any material asset or assets of the Borrower and is not discharged within 30 days.

15.8

Unlawfulness

It becomes unlawful for the Borrower to perform any of its obligations under the Finance Documents.

15.9

Repudiation

The Borrower repudiates a Finance Document or evidences an intention to repudiate a Finance Document to which it is a party..

15.10

Material adverse change

An event occurs which has or would reasonably be likely to have a Material Adverse Effect.

15.11

Litigation

Any litigation, arbitration, administrative, governmental, regulatory or other investigations, proceedings or disputes arising out of or in connection with the Merger, the Acquisition Documents or the Finance Documents are commenced against the Lender or its assets.

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15.12

Acceleration

On and at any time after the occurrence of an Event of Default which is continuing the Lender may by notice to the Borrower:

(a)

cancel the Commitment whereupon it shall immediately be cancelled; and/or

(b)

declare that all or part of the Loan, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents, be immediately due and payable, whereupon they shall become immediately due and payable; and/or

(c)

declare that the Loan be payable on demand, whereupon it shall immediately become payable on demand by the Lender; and/or

(d)

exercise any or all of its rights, remedies, powers or discretions under the Finance Documents.

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Section 8

CHANGES TO PARTIES

16.

Changes to the Parties

16.1

Changes to the Borrower

The Borrower may not assign or transfer any of its rights and/or obligations under the Finance Documents, except with the prior written consent of the Lender.

16.2

Assignments and transfers by the Lender

(a)

The Lender may assign or transfer any of its rights and/or obligations under the Finance Documents to any other person, provided that the written consent of the Borrower is required for any such assignment or transfer by the Lender unless such assignment or transfer is to an Affiliate of the Lender or a fund which is managed or advised by an Affiliate of the Lender or where an Event of Default has occurred and is continuing at the time of such transfer.

(b)

Any assignment or transfer will only be effective after the Lender provides written notice of such assignment or transfer and the effective date thereof to the Borrower.

17.

Disclosure of Information

The Lender may disclose to any of its Affiliates or a fund which is managed or advised by an Affiliate of the Lender and any of its or their officers, directors, employees, professional advisers, auditors, partners and Representatives such Confidential Information as the Lender shall consider appropriate if any person to whom the Confidential Information is to be given pursuant to this clause is made aware in writing of its confidential nature and that some or all of such Confidential Information may be price-sensitive information except that there shall be no such requirement to so inform if the recipient is subject to professional obligations to maintain the confidentiality of the information or is otherwise bound by requirements of confidentiality in relation to the Confidential Information;

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Section 9

ADMINISTRATION

18.

Payment Mechanics

18.1

Payments to the Lender

On each date on which the Borrower is required to make a payment under a Finance Document, the Borrower shall make the same available to the Lender for value on the due date at the time and to such account with such bank as the Lender specifies.

18.2

No set-off by the Borrower

All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.

18.3

Business Days

(a)

Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).

(b)

During any extension of the due date for payment of any principal under paragraph (a) above, interest is payable on the principal at the rate payable on the original due date.

18.4

Currency of account

(a)

Subject to paragraphs (b) and (c) below, U.S. Dollar is the currency of account and payment for any sum due from the Borrower and the Personal Guarantors under any Finance Document to which it is a party.

(b)

Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.

(c)

Any amount expressed to be payable in a currency other than U.S. Dollar shall be paid in that other currency.

18.5

Partial payments

(a)

If a payment received or recovered by the Lender under or in connection with any Finance Document is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, such payment shall be applied by the Lender towards the obligations of the Borrower under the Finance Documents in the following order:

(i)

first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Lender under the Finance Documents;

(ii)

secondly, in or towards payment pro rata of any accrued interest (other than as provided in (i) above) due but unpaid under this Agreement;

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(iii)

thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and

(iv)

fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b)

The Lender may at any time at its discretion vary the order set out in paragraph (a) above.

(c)

Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

19.

Set-Off

The Lender may set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by the Lender) against any matured obligation owed by the Lender to the Borrower, regardless of the place of payment or currency of either obligation. If the obligations are in different currencies, the Lender may convert either obligation at a reasonable market rate of exchange in its usual course of business for the purpose of the set-off.

20.

Notices

20.1

Communications in writing

Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

20.2

Addresses

The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a)

in the case of the Borrower, that identified with its name on the signature page below; and

(b)

in the case of the Lender, that identified with its name on the signature page below,

or any substitute address, email address and fax number or department or officer as one Party may notify to each other Party by not less than five (5) Business Days’ notice.

20.3

Delivery

(a)

Subject to paragraph (b) below, any communication or document made or delivered by one person to another under or in connection with the Finance Documents will be effective:

(i)

if by way of fax, only when received in legible form; or

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(ii)

if by way of letter, only when it has been left at the relevant address or five (5) Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address.

and, if a particular department or officer is specified as part of its address details provided under Clause 20.2 (Addresses), if addressed to that department or officer.

(b)

Any communication or document to be made or delivered to a Party will be effective only when actually received by that Party and then only if it is expressly marked for the attention of the department or officer identified with that applicable Party’s signature below (or any substitute department or officer as that relevant Party shall specify for this purpose).

20.4

English language

(a)

Any notice given under or in connection with any Finance Document must be in English.

(b)

All other documents provided under or in connection with any Finance Document must be:

(i)

in English; or

(ii)

if not in English, and if so required by the Lender, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

21.

Calculations and Certificates

21.1

Accounts

In any litigation or arbitration proceedings arising out of or in connection with this Agreement, the entries made in the accounts maintained by the Lender are conclusive evidence of the matters to which they relate unless there is gross and manifest error.

21.2

Certificates and determinations

Any certification or determination by the Lender of a rate or amount under this Agreement is, in the absence of manifest error, conclusive evidence of the matters to which it relates.

21.3

Day count convention

Any interest, commission or fee accruing under this Agreement will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the market differs, in accordance with that market practice.

22.

Partial Invalidity

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.

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23.

Remedies and Waivers

No failure to exercise, nor any delay in exercising, on the part of the Lender, any right or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

24.

Amendments and Waivers

Any term of this Agreement may be amended or waived only in writing by the Borrower and the Lender.

25.

Counterparts

This Agreement and any document or instrument to be executed and delivered by the Parties hereunder or in connection herewith may be executed and delivered in separate counterparts and delivered by any Party to the other Party by facsimile or by electronic mail in .pdf format, each of which when so executed and delivered shall be deemed an original and all such counterparts shall together constitute one and the same agreement.

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Section 10

GOVERNING LAW AND DISPUTE RESOLUTION

26.

Governing Law

This Agreement is governed by the laws of Hong Kong.

27.

Enforcement

(a)

The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) (a “Dispute”).

(b)

The Parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and accordingly no Party will argue to the contrary.

(c)

This Clause 27 is for the benefit of both Parties. As a result, each Party shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by law, each Party may take concurrent proceedings in any number of jurisdictions.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1
Conditions Precedent

The Borrower

(a)

A certified copy of the constitutional documents and certificates of good standing or equivalent documents of the Borrower.

(b)

A copy of the resolutions of the board of directors of the Borrower prior to the date of this Agreement:

Approving the terms of, and the transactions contemplated by, the Finance Documents to which it is a party, and resolving that it execute the Finance Documents to which it is a party;

ii.

Authorising a specified person or persons to execute the Finance Documents to which it is a party on its behalf; and

iii.

Authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including the Utilisation Request) to be signed and/or despatched by it under or in connection with the Finance Documents to which it is a party.

(c)

A specimen of the signature of each person authorised by the resolution referred to in paragraph (c) above.

(d)

A certificate of the Borrower in the Agreed Form (signed by a director) confirming that:

Borrowing the Commitment would not cause any borrowing, securing or similar limit binding on it to be exceeded or otherwise violate any contract or applicable law to which its assets are bound; and

ii.

Each copy of the document relating to it specified in this Schedule 1 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.

The Acquisition Documents and Finance Documents

(a)

A copy of each Acquisition Document, each in the Agreed Form, duly executed and delivered by all parties thereto.

(b)

A copy of each requisite resolution of the board of directors or shareholders of the Target and Borrower (if there is any required by any applicable law or organizational document of the Target or the Borrower) necessary for the authorization of the Acquisition Documents, the performance of all obligations thereunder and the transactions contemplated thereby, including the Merger.

(c)

The Finance Documents (together with any ancillary documents relating thereto), each duly executed and delivered by all parties thereto.

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The Acquisition

(a)

Evidence to the reasonable satisfaction of the Lender that Schedule 13E-3 has been filed and any comment from the U.S. Securities and Exchange Commission has been cleared.

(b)

A certificate of the Target in the Agreed Form (signed by a director) confirming that the Target will file the Articles of Merger (in the Agreed Form) with the Nevada Secretary of State as soon as practicable but in any event no later than 3 Business Days after the drawdown of the Loan.

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Schedule 2
Utilisation Request for the Loan

From: Eastlake Capital Limited

To: Primelink Investment Limited

Dated:

Dear Sirs

Eastlake Capital Limited – US$14,000,000 Facility Agreement

dated __________ 2015 (the “Facility Agreement”)

We refer to the Facility Agreement. This is a Utilisation Request. Terms defined in the Facility Agreement shall have the same meaning in this Utilisation Request.

We wish to borrow the Loan on the following terms:

Proposed Utilisation Date:	[ ] (or, if that is not a Business Day, the next Business Day)
Amount:	US$ [ ]

We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.

The proceeds of the Loan should be credited direct to [account].

This Utilisation Request is irrevocable.

Yours faithfully

…………………………………

authorised signatory for

EASTLAKE CAPITAL LIMITED

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SIGNATURE PAGE

Borrower

EASTLAKE CAPITAL LIMITED

By: /s/ Nengbin Fang

Name:

Nengbin Fang

Title:

Director

Address:

No. 2 Beitang Road, Xiaoshan Economic and Technological Development Zone, Hangzhou, Zhejiang Province 311215, People’s Republic of China

Telephone:

+86 571 8283 8770

Facsimile:

+86 571 8283 1016

Email:

fnb@sdgroup.cn

Attn:

Nengbin Fang

[SIGNATURE PAGE TO THE FACILITY AGREEMENT]

Lender

PRIMELINK INVESTMENT LIMITED

By: /s/ Pang Ka Mi Susie

Name: Pang Ka Mi Susie

Title:

Director

Address:

190 Elgin Avenue, George Town, Grand Cayman KY 1-9005, Cayman Islands

With a copy to

RAISSON CAPITAL ADVISORS (HK) LIMITED

Address:

Suite 1701, One Exchange Square, 8 Connaught Place, Central, Hong Kong

Telephone:

+852 2801 6988

Facsimile:

+852 2801 4882

Attn:

Director

[SIGNATURE PAGE TO THE FACILITY AGREEMENT]

Exhibit 7.04

POWER OF ATTORNEY

Each of the undersigned hereby constitutes and appoints Nengbin Fang, as the true and lawful attorneys-in-fact and agent of the undersigned, with full power of substitution and resubstitution, to act for the undersigned and in the name, place and stead and on the behalf of the undersigned, in any and all capacities, to (i) sign any Form on Schedule 13D under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any and all amendments thereto and any other document relating thereto (including any joint filing agreement) (each a “Filing”), relating to the “beneficial ownership” (direct or indirect, including beneficial ownership that may arise by reason of the undersigned being deemed a member of a “group”), as defined in the Exchange Act for purposes of Schedule 13D, of any securities of China Shengda Packaging Group Inc. (the “Company”) of the undersigned in connection with the going private transaction involving the Company; and (ii) file any such Filings required to be filed pursuant to the Exchange Act with the United States Securities and Exchange Commission, hereby granting unto said attorneys-in-fact and agents, full power and authority to do and perform any and all acts and things requisite as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents may lawfully do or cause to be done by virtue hereof.

This Power of Attorney shall remain in full force and effect with respect to each of the undersigned until revoked by the undersigned in a signed writing delivered to the attorney-in-fact.

Dated: May 21, 2015


	WUXIAO FANG By: /s/ Wuxiao Fang
	CONGYI FANG By: /s/ Congyi Fang
	YUEMING QI By: /s/ Yueming Qi
	BAISHUN SHEN By: /s/ Baishun Shen

[Signature Pages to the Power of Attorney]

GUOFANG WANG

By: /s/ Guofang Wang

ZUMAO SHI

By: /s/ Zumao Shi

LANFANG ZHANG

By: /s/ Lanfang Zhang

BIGTREE CAPITAL LIMITED

By: /s/ Lanfang Zhang

Name: Lanfang Zhang

Title: Director

ZHANGGEN XU

By: /s/ Zhanggen Xu

JINFA YE

By: /s/ Jinfa Ye

HUOHONG WANG

By: /s/ Huohong Wang

DALIANG TENG

By: /s/ Daliang Teng

HAIHUA YU

By: /s/ Haihua Yu

[Signature Pages to the Power of Attorney]

	ENVISION CAPITAL PARTNERS, L.P. By: /s/ Gang Wang Name: Gang Wang Title: Managing Partner
	CSV CHINA OPPORTUNITIES FUND, L.P. By: /s/ Earl Yen Name: Earl Yen Title: Managing Director of CSV China Opportunities Ltd., as General Partner for and on behalf of CSV China Opportunities Fund, L.P.
	RAY SHI CHINA SMALL MID CAP SELECT FUND By: /s/ Wei Li Name: Wei Li Title: Managing Member
	LB HOLDINGS II, LLC By: /s/ Scott K. Giese Name: Scott K. Giese Title: Senior Vice President of Lord Baltimore Capital Corp., Manager
	NEWBERG ROAD PARTNERS, L.P. By: /s/ Robert G. Ackerley Name: Robert G. Ackerley Title: Manager, RGA Ventures LLC, general partner of Newberg Road Partners, L.P.