Oriental Dragon Corp.

Oriental Dragon plans for Initial Public Offering.  The company had originally consummated a reverse merger with a private company on October 22, 2009.

Company Snapshot:

Producer of fruit juice concentrate in the PRC

Industry Snapshot:

• With approximately one-quarter of the world’s population, the PRC represents a key growth driver for the global fruit market. However, the per capita fruit juice consumption in the PRC is currently below that of most major developed countries, indicating that there is a great potential market for the purchase and consumption of fruit-based products, like those made with our concentrate, in the PRC.
  
• Due to increased consumer health consciousness, we believe health- oriented products like our Laiyang Pear juice concentrate will continue to experience strong growth in the PRC in the pharmaceutical and health- supplement industry. In reports issued in early 2010, the China Economy Research Associates (“CERA report”) and the Industry Analysis Report of China Laiyang Pear Related Products (“Industry Analysis Report”) noted current pharmaceutical and health supplement manufacturing alternatives to Laiyang Pear juice concentrate include herbal mixes and some western medicines, such as Codeine, which are addictive and have adverse side effects to health. 

Use Of proceeds:

Underwriter: Roth Capital Partners, LLC

Proposed offering price: $8.00

Post IPO Share Calculation:

• 27,499,171: Pre IPO fully diluted share count.
•   2,500,000: Newly issued shares
•      375,000: Over-allotments shares 

GeoTeam® best effort calculation of total post IPO share count to  30,374,171

Note that 3.4 million warrants exist with an exercise price of $6.00.

Financial Snapshot:

For the six months ended June 30, 2010, we had:

• Net revenues of $49,599,385, as compared to net revenues of $46,371,201 for the six months ended June 30, 2009, an increase of $3,228,184 or 7.0%.
  
• Net income of $10,556,738, or $0.38 per ordinary share (basic and diluted) compared to $9,241,901, or $0.43 per ordinary share (basic and diluted).

For the three months ended June 30, 2010, we had

• Net revenues of $6,398,333 as compared to net revenues of $2,227,201 for the three months ended June 30, 2009, an increase of $4,171,132 or 187.3%.
  
• Net income of $1,291,239, or $0.05 per ordinary share (basic and diluted) and $449,035, or $0.02 per ordinary share (basic and diluted).

Make Good Agreement

In connection with the Offering, the Company and Company management entered into a Make Good Escrow Agreement, whereby management placed a total of 4,600,000 of management’s Ordinary Shares in escrow (the “Escrow Shares”) and agreed to transfer the Escrow Shares, in whole or in part as described below, to the Investors on a pro rata basis in the event that the Company does not meet certain performance targets for its fiscal years ending December 31, 2009 and December 31, 2010.

If the Company’s actual after tax net income under U.S. GAAP for the fiscal year 2009 is less than $14,000,000 with a 10% allowable variation, the Make Good Escrow Agent shall transfer to the Investors, on a pro-rata basis, an amount of Escrow Shares equal to the percentage of variation from the 2009 Make Good Net Income times the total number of Escrow Shares.  If any Escrow Shares are distributed to Investors resulting from the Company not attaining the 2009 Make Good Net Income, management will place an additional amount of shares into escrow so that the Escrow Shares total 4,600,000.

Additionally, if the Company’s actual after tax net income under U.S. GAAP for the fiscal year 2010 is less than $18,000,000 with a 10% allowable variation, the Make Good Escrow Agent shall transfer to the Investors, on a pro-rata basis, an amount of Escrow Shares equal to the percentage of variation from the 2010 Make Good Net Income times the total number Escrow Shares. After any such distribution, the remaining Escrow Shares shall be returned to management.  If the Company attains the 2010 Make Good Net Income, the remaining Escrow Shares shall be returned to management.

For purposes of this make good provision, “net income” shall mean net income as defined under United States generally accepted accounting principles (“GAAP”), consistently applied, for the Company, except that the Company’s income is subject to tax at an assumed 25% rate and provided further that the Company’s net income shall be increased by any non-cash charges incurred as a result of the Offering.

Source: 8K, October 22, 2009