Case 0:16-cv-62506-FAM Document 295-1 Entered on FLSD ...securities.stanford.edu/.../2019521_r01x_16CV62506.pdf · Case No. 16-cv-62506-FAM-LFL JULIE SIEGMUND and SETH LIPNER, as

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF FLORIDA

Case No. 16-cv-62506-FAM-LFL

JULIE SIEGMUND and SETH LIPNER, as Co-Successor Trustees of THE FREDERICK SIEGMUND LINKWELL CORP. CLAIMS LIVING TRUST DATED JULY 31,2018, Individually and on Behalf of All Others Similarly Situated,

Plaintiff, v.

XUELIAN BIAN et al.,

Defendants.

STIPULATION AND SETTLEMENT AGREEMENT

This Stipulation and Settlement Agreement (together with all exhibits thereto, the

"Stipulation") is submitted pursuant to Rule 23 of the Federal Rules of Civil Procedure. Subject

to the approval of the Court, this Stipulation is entered into by and among Plaintiffs Julie

Siegmund and Seth Lipner in their capacities as Successor Co-Trustees of The Frederick

Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018 (the "Siegmund Trust"), and

Defendants Xuelian Bian, Wei Guan and Sidley Austin LLP.

RECITALS

WHEREAS, Frederick Siegmund filed the Action and alleged, inter alia, that former

Linkwell shareholders had received insufficient consideration in and notice of the merger

between Linkwell and Leading World Corporation;

WHEREAS, Frederick Siegmund asserted claims in the Action on behalf of himself and a

proposed class of fmmer Linkwell shareholders;

Case 0:16-cv-62506-FAM Document 295-1 Entered on FLSD Docket 05/21/2019 Page 1 of 89

WHEREAS, the Court granted Sidley Austin LLP's motion to dismiss all of the claims

asserted against it in the Class Action Complaint;

WHEREAS, Frederick Siegmund served a First Amended Class Action Complaint,

asserting claims for violation of Section 1 O(b) of the Securities Exchange Act of 1934, breach of

fiduciary duty, aiding and abetting breach of fiduciary duty, and civil conspiracy;

WHEREAS, Xuelian Bian, Wei Guan and Sidley Austin LLP moved to dismiss all of the

claims asserted against them in the First Amended Complaint;

WHEREAS, the Court denied Bian and Guan's motion to dismiss and granted in part and

denied in part Sidley Austin LLP's motion to dismiss;

WHEREAS, Defendants Xuelian Bian, Wei Guan and Sidley Austin LLP denied that

Frederick Siegmund or the proposed class members had any valid claims and asserted numerous

defenses;

WHEREAS, the parties participated in extensive fact and expert witness discovery,

including exchanging interrogatories, producing documents, serving subpoenas on at least seven

entities, and taking twelve depositions in the United States and abroad;

WHEREAS, Frederick Siegmund died during the pendency of the Action and, as a result,

Julie Siegmund and Seth Lipner were substituted as Plaintiffs in their capacities as Successor Co-

Trustees of the Siegmund Trust;

WHEREAS, the parties, after having engaged in significant discovery and a mediation

before a neutral third party, reached an agreement providing for a resolution of all claims that

have been or could have been brought in the Action on behalf of Plaintiffs and the Class;

WHEREAS, Plaintiffs and Plaintiffs' Counsel have examined and considered the benefits

to be provided to the Class under the Settlement provided for in this Stipulation; have considered

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the claims that have been and could have been asserted in the Action; and believe the Settlement

to be in the best interest of the Class, taking into account the risks of continued litigation and the

length of time that would be required to complete the litigation and any appeals;

WHEREAS, Defendants Xuelian Bian, Wei Guan and Sidley Austin LLP have at all

times denied any liability for any of the claims raised in the Action, but believe the resolution as

provided in this Stipulation will avoid the substantial expense and dismption of continued

litigation; and

WHEREAS, Plaintiffs have at all times maintained the merits of the claims in this Action

but nevertheless believe the settlement of those claims is in the best interest of the Class.

NOW, THEREFORE, the parties agree as follows:

DEFINITIONS

As used in this Stipulation, the following capitalized te1ms shall have the following

meanmgs:

1. "Action" means the lawsuit pending in the U.S. District Comi for the Southern

District of Florida and captioned Frederick Siegmund v. Xuelian Bian et al., Case No. 16-cv-

62506-FAM-LFL.

2. "Administration Expenses" means all Court-approved costs, disbursements and

expenses incurred implementing this Settlement, including reasonable fees and expenses of the

Claim Administrator to administer the Settlement, review Claims filed by Class Members, and

transfer payments to Authorized Claimants, as well as the reasonable fees and expenses of the

Escrow Agent.

3. "Authorized Claimant" means a Class Member whose claim for recovery has

been allowed pursuant to the tetms of the Stipulation.

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4. "Claim" means a completed and signed Proof of Claim submitted to the Claims

Administrator in accordance with the instructions on the Proof of Claim.

5. "Claimant" means a person or entity that submits a Proof of Claim to the Claims

Administrator seeking to share in the proceeds of theN et Settlement Fund.

6. "Claims Administrator" means JND Legal Administration, who shall administer

the Settlement and who shall be reasonably satisfactory to Settling Defendants' Counsel.

7. "Class" means all persons and entities who owned, either as a record or beneficial

owner, one or more shares of Linkwell common stock as of the close of business on September

19, 2014, who did not vote to approve the Merger between Linkwell and Leading World

Corporation, whose shares were canceled as a result of the Merger between Linkwell and

Leading World Corporation, and were allegedly damaged thereby. Excluded from the

Settlement Class are Defendants Xuelian Bian, Wei Guan, Sidley Austin LLP (and its employees

or agents), Shanghai Yinling Asset Management Co., Ltd., Leading First Capital Limited and

Leading World Corporation and their subsidiaries and affiliates, and all Linkwell shareholders

who voted to approve the Merger. Also excluded from the Class are all persons and entities who

submit a valid and timely request to be excluded from the Class pursuant to the terms of this

Stipulation.

8. "Class Distribution Order" means a Comi order authorizing distribution of the

Net Settlement Fund to Authorized Claimants.

9. "Class Member" means a person or entity who falls within the definition of the

Class, and includes each of their respective past or present officers, directors, shareholders,

employees, agents, attorneys, partners, managers, members, affiliates, subsidiaries, shareholders,

spouses, heirs, executors, administrators, representatives, successors and assigns. Class Member

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also includes the Siegmund Trust. Persons and entities who submit a valid request for exclusion

pursuant to the tetms ofthis Stipulation are not included in the definition of Class Member.

10. "Counsel Fees and Expenses" means fees and expenses allowed by the Court that

are sought and were incuned by Plaintiffs' Counsel in the prosecution of the Action.

11. "Comt" means the United States District Court for the Southern District of

Florida.

12. "Defendants" means Xuelian Bian, Wei Guan, Sidley Austin LLP, Shanghai

Yinling Asset Management Co. Ltd., Leading First Capital Limited and Leading World

Corporation.

13. "Derivative Action" means the lawsuit filed in the U.S. District Court for the

Southern District of Florida and captioned Siegmund v. Linkwell, Case No. 12-62539.

14. "Effective Date" means the first business day after the Court enters the Final

Judgment and Order (substantially in the f01m attached as Exhibit D, or any alternative

judgment and order entered by the Court which does not result in the election by Plaintiffs or

Settling Defendants to terminate this Settlement) and either (i) the expiration of any time to

amend or alter a judgment under FRCP 59(e) or any time for review or appeal of the Final

Judgment and Order, or (ii) if an appeal is filed and not dismissed, the Final Judgment and Order

is upheld on appeal in all material respects and is no longer subject to review upon appeal or

review by writ of certiorari. Any award of Counsel Fees and Expenses, Service Award, and the

approval of any Plan of Allocation shall not be considered a material provision of the Final

Judgment and Order, and any appeal of or challenge to Counsel Fees and Expenses, the Service

Award, or the Plan of Allocation will not delay the Effective Date, and any modification as a

result of such appeal shall not be considered a modification of a material term.

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15. "Escrow Agent" means Signature Bank.

16. "Fairness Hearing" means the hearing held by the Court to consider final approval

of the Settlement, pursuant to Rule 23 of the Federal Rules of Civil Procedure.

17. "Final Judgment and Order" means the order and judgment entered by the Court

approving the Settlement and dismissing the Action with prejudice, substantially in the form

attached as Exhibit D, or any alternative order and judgment entered by the Court which does

not result in the election by Plaintiffs or Settling Defendants to terminate this Settlement.

18. "Inter-Defendant Settled Claims" means any and all claims, debts, demands,

rights, causes of action or liabilities, of every nature and description whatsoever, whether fixed

or contingent, accrued or unaccrued, liquidated or unliquidated, based in law or equity, or based

on any foreign, federal, state, local, statutory or common law, or any other law, rule or regulation

(including any claims for violations of Fed. R. Civ. P. 11), including both known claims and

Unknown Claims that have been or could have been asserted in any fmum by any of the Settling

Defendants, or the successors or assigns of any of them, whether directly, indirectly,

derivatively, representatively or in any other capacity against any other Released Pmty (except

Shanghai Yinling Asset Management Co. Ltd., Leading First Capital Limited and Leading World

Corporation). Inter-Defendant Settled Claims does not include claims relating to the

enforcement of the Settlement or the terms of this Stipulation.

19. "Linkwell" means Linkwell Corporation, a dissolved Florida corporation.

20. "Merger" means the corporate merger between Linkwell and Leading World

Corporation.

21. "MOU" means the Memorandum of Understanding dated March 11, 2019 and

signed by Plaintiffs and the Settling Defendants.

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22. "Net Settlement Fund" means the Settlement Fund, less any Taxes, Tax Expenses,

Notification Costs, Administration Expenses, Counsel Fees and Expenses, Service Award, and

any other expenses approved by the Court. The Net Settlement Fund shall be distributed to the

Authorized Claimants as provided in this Stipulation.

23. ''Notice" means the Notice of Pendency of Class Action and Proposed Settlement

and Motion for Attorneys' Fees and Settlement Fairness Hearing, which is to be distributed to

Class Members substantially in the form attached as Exhibit A.

24. ''Notification Costs" means the costs of identifying Class Members, mailing the

Notice to the Class, publishing the Summary Notice, and related duplication and printing costs.

25. "Plaintiffs" means Julie Siegmund and Seth Lipner, in their capacities as

successor co-trustees of the Siegmund Trust.

26. "Plaintiffs' Counsel" means Fischler & Friedman, P .A. and Wolf Haldenstein

Adler Freeman & Herz LLP.

27. "Plan of Allocation" means the proposed plan of allocation of the Net Settlement

Fund set forth in the Notice, or such other plan of allocation as the Court may approve, whereby

the Net Settlement Fund is distributed to Authmized Claimants.

28. "Preliminary Approval Order" means the order, substantially in the form attached

as Exhibit C, providing for, among other things, preliminary approval of the proposed

Settlement and scheduling a Fairness Hearing by the Court to consider the Settlement and the

Notice contemplated to be provided to all reasonably identifiable Class Members.

29. "Proof of Claim" means the document substantially in the fmm attached to the

Notice.

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30. "Released Parties" and "Released Party" means the Settling Defendants and

includes their directors, officers, employees, agents, consultants, attorneys, partners, associates,

insurers, reinsurers, personal representatives, spouses, issues, heirs, executors, administrators,

predecessors, successors, assigns, affiliates.

31. "Service Award" means a payment up to $15,000, to be approved by the Court

and taken out of the Settlement Fund, to be paid to the Estate of Frederick Siegmund.

32. "Settled Claims" means any and all claims, debts, demands, rights, losses,

damages, causes of action or liabilities, of every nature and description whatsoever arising from

the beginning of time through the Effective Date, whether fixed or contingent, accrued or

unaccrued, liquidated or unliquidated, based in law or equity, or based on any foreign, federal,

state, local, statutory or common law, or any other law, rule or regulation (including any claims

for violations of Fed. R. Civ. P. 11), including both known claims and Unknown Claims that

have been or could have been asserted in any forum by any Class Member, on behalf of

themselves and any other legal or natural persons and entities who or which may claim by,

through or under them, including their executors, administrators, heirs, assigns, privies,

predecessors and successors, whether directly, indirectly, derivatively, representatively or in any

other capacity against any of the Released Parties, which arise out of, relate to, or are based

upon, in any way, directly or indirectly (a) the claims, allegations, transactions, facts, events,

matters, occunences, acts, representations or omissions involved, set forth, or refened to, or that

could have been asserted in the Action, or (b) the purchase, sale, or cancellation of Linkwell

securities by any Class Member. Settled Claims does not include claims relating to the

enforcement of the Settlement or the terms of this Stipulation.

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33. "Settlement" means the settlement of this Action contemplated by this

Stipulation.

34. "Settlement Account" means a tmst account at a federally chartered financial

institution or successor institution selected by the Escrow Agent. The Settlement Account will

be managed by the Escrow Agent.

35. "Settlement Amount" means $6,000,000 that the Settling Defendants will cause to

be delivered to the Settlement Account.

36. "Settlement Fund" means all cash, accmed interest, or assets in the Settlement

Account.

37. "Settling Defendants" means Xuelian Bian, Wei Guan and Sidley Austin LLP.

38. "Settling Defendants' Counsel" means Fowler White Burnett, PA and Holland &

KnightLLP.

39. "Summmy Notice" means the Summary Notice of Proposed Settlement of Class

Action and Motion for Attorneys' Fees and Fairness Hearing, for publication in substantially the

same form attached as Exhibit B.

40. "Taxes" means all taxes owmg to any governmental entity (including any

estimated taxes, interest, or penalties) arising with respect to the income earned by the Settlement

Fund.

41. "Tax Expenses" means expenses and costs incurred in connection with the

preparation, filing or litigation relating to the filing, of appropriate tax returns or related

paperwork related to the Settlement.

42. "Unknown Claims" means any and all Settled Claims that any Class Member

does not know or suspect to exist in his, her or its favor at the time of the release of the Released

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Parties, which if known by him, her, or it might have affected his, her or its decision(s) with

respect to the Settlement. With respect to any and all Settled Claims, each Class Member acting

through Plaintiffs' Counsel, shall each, for themselves and all persons claiming by, through, or

on behalf of them, be deemed to have waived, and by operation of the Final Judgment and Order

shall have expressly waived, any and all provisions, rights and benefits confened by any law of

any state or tenitory of the United States, or principle of common law, that is similar,

comparable, or equivalent to Cal. Civ. Code § 1542, which provides:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her would have materially affected his or her settlement with the debtor or released party.

Each Class Member's successors and assigns and any persons or entities claiming through or on

behalf of them shall, by operation of law, be deemed to have acknowledged, that the inclusion of

"Unknown Claims" in the definition of Settled Claims was separately bargained for and was a

material element of the Settlement and Stipulation.

SCOPE AND EFFECT OF SETTLEMENT

43. This Settlement was reached as a result of arms' length negotiations undertaken in

the context of a voluntmy mediation between the Plaintiffs and Settling Defendants through the

mediation services of Jed D. Melnick, Esq. and reflects a voluntary submission to the terms of

the Settlement.

44. For the sole purpose of implementing the Settlement, the Settling Defendants

stipulate to the conditional certification of the Class pursuant to Rule 23 of the Federal Rules of

Civil Procedure, Plaintiffs as Class representatives, and Wolf Haldenstein Adler Freeman & Herz

LLP as Class counsel, as to be set forth in the Preliminary Approval Order. If this Stipulation

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fails to become effective, the Settling Defendants' stipulation to certification of the Class shall be

null and void.

45. The obligations incurred pursuant to this Stipulation are in full and final

disposition of the Action, and shall fully and finally release any and all Settled Claims and Inter-

Defendant Settled Claims as against all Released Pm1ies. The Final Judgment and Order shall,

among other things, provide for the release of the Settled Claims and Inter-Defendant Settled

Claims and for dismissal with prejudice of the Action against all Defendants (including Shanghai


Corporation), without costs to any party, as such costs are identified in 28 U.S.C. § 1920.

46. Upon the Effective Date of this Settlement, the Class Members, on behalf of

themselves, their heirs, executors, administrators, predecessors, successors, and assigns, and any

other person claiming by, through or on behalf of them, whether or not that Class Member

executes and delivers a Proof of Claim or otherwise shares in the Settlement Fund shall be: (a)

deemed to have forever and irrevocably released all Settled Claims; and (b) enjoined from

prosecuting, either directly or indirectly, any Settled Claims against any of the Defendants.

4 7. Upon the Effective Date of this Settlement, each of the Settling Defendants, on

behalf of themselves, their heirs, executors, administrators, predecessors, successors, and

assigns, and any other person claiming by, through or on behalf of them, shall be: (a) deemed to

have forever and irrevocably released all Inter-Defendant Settled Claims; and (b) enjoined from

prosecuting, either directly or indirectly, any Inter-Defendant Settled Claims against any of the

other Settling Defendants.

48. Plaintiffs, on behalf of themselves and the Class: (a) covenant and agree that

neither Plaintiffs nor any of the Class Members, nor anyone authorized to act on behalf of any of

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them, will commence, authorize, or accept any benefit from any judicial or administrative action

or proceeding, other than as expressly provided for in this Stipulation, against the Released

Parties, or any of them, in either their personal or corporate capacity, with respect to any claim,

matter, or issue that in any way arises from, is based on, or relates to any alleged loss, hmm, or

damages allegedly caused by Released Parties, or any of them, in connection with the Settled

Claims; (b) waive and disclaim any right to any form of recovery, compensation, or other

remedy in any such action or proceeding brought by or on behalf of any of them; and (c) agree

that this Stipulation shall be a complete bar to any such action.

49. Each of the Settling Defendants (a) covenants and agrees that he or it, nor anyone

authorized to act on behalf of any of them, will commence, authorize, or accept any benefit from

any judicial or administrative action or proceeding, other than as expressly provided for in this

Stipulation, against the other Settling Defendants, or any of them, in either their personal or

corporate capacity, with respect to any claim, matter, or issue that in any way arises from, is

based on, or relates to the Inter-Defendant Settled Claims; (b) waives and disclaims any right to

any form of recovery, compensation, or other remedy in any such Inter-Defendant Settled Claims

action or proceeding brought by or on behalf of any of them; and (c) agrees that this Stipulation

shall be a complete bar to any such Inter-Defendant Settled Claims action.

THE SETTLEMENT CONSIDERATION

50. Defendants Xuelian Bian and Wei Guan shall transfer their portion of the

Settlement Amount (as set forth in the MOU) in three installment payments to the Fowler White

Burnett, PA Trust Account on or before March 21, 2019, April 22, 2019, and May 21, 2019.

Within 10 business days after the later of: (i) the Court's entry of the Preliminary Approval

Order; and (ii) the receipt by Settling Defendants of adequate wiring instructions for the

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Settlement Account and the Settlement Account's Form W-9 necessary to effect payment, any

funds paid into the Fowler White Burnett, P A Trust Account by such date by Defendants Xuelian

Bian and Wei Guan shall be transferred to the Settlement Account. If any funds are paid

thereafter by Defendants Xuelian Bian and Wei Guan to the Fowler White Brunett, PA Trust

Account, those funds will likewise be transferred within ten business days of receipt into the

Fowler White Burnett, PA Trust Account to the Settlement Account.

51. Within 10 business days after the later of: (i) the Court's entry of the Preliminary

Approval Order; and (ii) the receipt by Settling Defendants of adequate wiring instructions for

the Settlement Account and the Settlement Account's Form W-9 necessary to effect payment,

Sidley Austin LLP shall cause to be paid its pmtion of the Settlement Amount (as set fmth in the

MOU) into the Settlement Account.

52. The Settlement Fund shall be maintained in the Settlement Account from the date

it is deposited until it is transferred in accordance with the provisions of this Stipulation or by

Order of the Court. The Settlement Account shall be managed by the Escrow Agent.

53. The Net Settlement Fund shall be the sole source of funds for payment of valid

Claims to the Class. Class Members will look solely to the Net Settlement Fund for settlement

and satisfaction of any and all Settled Claims against the Released Parties.

54. All Taxes and Tax Expenses shall be paid out of the Settlement Fund before any

funds are distributed to Class Members. Taxes and Tax Expenses may be paid without a prior

order from the Court. The Escrow Agent shall withhold from distribution to Class Members any

funds necessary to pay such amounts. The Escrow Agent shall indemnify and hold all Released

Parties harmless for any Taxes and Tax Expenses (including without limitation taxes payable by

reason of any such indemnification), if any, payable by any Released Party by reason of any

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income and gains earned on the Settlement Fund. A Released Party shall notify the Escrow

Agent promptly if it receives any notice of any claim for Taxes relating to the Settlement Fund.

55. The Escrow Agent shall invest all Settlement Account funds in U.S. government

issued securities or guaranteed instmments (or a mutual fund invested solely in such

instmments), and shall collect and reinvest all interest accmed thereon. Any funds held in

escrow in an amount not to exceed any applicable FDIC limits may be held in an interest-bearing

bank account insured by the FDIC.

56. The Settlement Fund is intended to be a Qualified Settlement Fund within the

meaning of Treasury Regulation § 1.468B-l and the Escrow Agent, as administrator of the

Settlement Fund within the meaning of Treasury Regulation § 1.468B-2(k)(3 ), shall be

responsible for filing tax returns for the Settlement Fund and paying from the Settlement Fund

any Taxes owed with respect to the Settlement Fund. The Settlement Fund shall be treated as a

Qualified Settlement Fund from the earliest date possible (including any relation-back election

required to treat the Settlement Fund as a Qualified Settlement Fund from the earliest date

possible). If so requested, Settling Defendants' Counsel agree to provide promptly to the Escrow

Agent the statement described in Treasury Regulation§ 1.468B-3(e).

57. If the Court approves the Settlement contemplated by this Stipulation, the

Plaintiffs and the Settling Defendants shall jointly request that the Court enter a bar order (the

"Bar Order") containing the following provisions:

a) All future claims for contribution or indemnification against the Released

Parties arising from any person's liability to the Plaintiffs or any Class Member in this

Action are permanently barred, enjoined and finally discharged; and

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b) All future claims for contribution or indemnification against any person

other than a Released Party arising from the Released Parties' liability to the Plaintiffs or

any Class Member in this Action are pennanently batTed, enjoined and finally

discharged.

ADMINISTRATION OF THE SETTLEMENT

58. The Claims Administrator shall administer the Settlement subject to the

supervision, direction, and approval of Plaintiffs' Counsel and the Court; calculate the Claims

submitted by Class Members; and oversee distribution of the Net Settlement Fund. The Claims

Administrator shall be responsible for distributing the Notice and Proofs of Claim, and

publishing the Summary Notice, respectively.

59. Settling Defendants and Settling Defendants' Counsel shall have no responsibility

for, interest in, or liability with respect to the investment or distribution of the Net Settlement

Fund, the Plan of Allocation, the determination, administration, or calculation of Claims, the

payment or withholding of Taxes, the payment of Tax Expenses, or any losses incurred in

connection therewith.

60. No monies may be disbursed from the Settlement Account until after the Effective

Date, except:

a) Plaintiffs' Counsel may pay Administration Expenses and Notification

Costs as set fmih in paragraph 61;

b) Plaintiffs' Counsel may pay Taxes and Tax Expenses as set forth m

paragraph 54; and

c) Counsel Fees and Expenses may be transferred as set forth in paragraph

71.

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61. Plaintiffs' Counsel may pay Administration Expenses and Notification Costs from

the Settlement Fund without prior approval from Settling Defendants' Counsel, provided,

however, that prior to the Effective Date Plaintiffs' Counsel may not pay more than $100,000

from the Settlement Fund for such Administration Expenses and Notification Costs without the

prior approval of Settling Defendants' Counsel, which shall not be unreasonably withheld.

62. Any Class Member who does not submit a valid Proof of Claim will not be

entitled to receive any of the proceeds from the Net Settlement Fund but will otherwise be bound

by all of the terms of this Stipulation and the Settlement, including the terms of the Final

Judgment and Order to be entered in the Action, and will be barred from blinging any action

against the Released Parties concerning the Settled Claims. The Claims Administrator shall

provide Plaintiffs' Counsel with a list of all late-filed, but otherwise adequate Proofs of Claim for

consideration by the Court for inclusion in the distribution.

63. The Claims Administrator shall process the Proofs of Claim and, after entry of the

Class Distribution Order, distribute the Net Settlement Fund to the Authorized Claimants. Any

Proof of Claim submitted after the Class Distribution Order shall be summarily rejected.

64. For purposes of determining the extent, if any, to which a Class Member shall be

entitled to be treated as an Authorized Claimant, the following conditions shall apply:

(a) Each Class Member shall submit a Proof of Claim (attached to Exhibit

A), supported by sufficient documentary evidence (including proof of stock ownership),

or such other documents or proof as the Claims Administrator, in its discretion, may

deem acceptable;

(b) All Proofs of Claim must be submitted by the date specified in the Notice,

unless such period is extended by Order of the Court. All Class Members who fail to

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timely submit a valid Proof of Claim and all Class Members whose Claims are rejected

by the Claims Administrator (or rejected by the Court if a timely contest to the Claims

Administrator's rejection is filed), shall be barred from receiving any proceeds from the

Net Settlement Fund, but will in all other respects be subject to and bound by the

provisions of the Stipulation and Settlement, including the terms of the Final Judgment

and Order, and will be barred from bringing any action against the Defendants

conceming the Settled Claims;

(c) Each Proof of Claim shall be submitted to and reviewed by the Claims

Administrator, who shall determine in accordance with this Stipulation and the approved

Plan of Allocation the extent, if any, to which each Claim shall be allowed, subject to

review by the Comt pursuant to subparagraph (e) below;

(d) Proofs of Claim that do not meet the submission requirements may be

rejected. Before rejecting a Proof of Claim, the Claims Administrator shall communicate

with the Claimant in order to attempt to remedy any curable deficiencies in the Proof of

Claim. The Claims Administrator shall timely notify in writing each Claimant whose

Proof of Claim it proposes to reject in whole or in part, setting forth the reasons therefore,

and shall indicate in such notice that the Claimant has the right to review by the Court if

the Claimant so desires and complies with the requirements of subparagraph (e) below;

(e) If any Claimant whose Claim has been rejected in whole or in part desires

to contest such rejection, the Claimant must, within 20 days after the date of mailing of

the notice required in subparagraph (d) above, serve the Claims Administrator with a

notice and statement of reasons indicating the Claimant's grounds for contesting the

rejection along with any supporting documentation, and requesting a review thereof by

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the Court. If a dispute concerning a Claim cannot be otherwise resolved, Plaintiffs'

Counsel shall thereafter present the request for review to the Court;

(f) The administrative determinations of the Claims Administrator accepting

and rejecting Claims shall be presented to the Court for approval by the Court in the

Class Distribution Order.

65. Each Claimant will be subject to investigation and discovery under the Federal

Rules of Civil Procedure, provided that such investigation and discovery shall be limited to that

Claimant's status as a Class Member, and the validity and amount of the Claimant's Claim. No

discovery shall be allowed on the merits of the Action or Settlement in connection with

processing the Proofs of Claim.

66. Payment pursuant to this Stipulation shall be deemed final and conclusive against

all Class Members. All Class Members whose Claims are not approved by the Court shall be

batTed from participating in distributions from the Net Settlement Fund, but will otherwise be

bound by all of the terms of this Stipulation and the Settlement, including the terms of the Final

Judgment and Order, and will be baned from bringing any action against the Defendants

concerning the Settled Claims.

67. Plaintiffs' Counsel shall request that the deadline for submitting exclusions from

the Class by potential Class Members be received at least 21 days prior to the Fairness Hearing.

Copies of all requests for exclusion from the Class received by the Claims Administrator (or

other person designated to receive exclusion requests) shall be provided to Plaintiffs' Counsel

and Settling Defendants' Counsel no later than 18 days prior to the Fairness Hearing. In

addition, at the same time, the Claims Administrator shall also deliver to Plaintiffs' Counsel and

Settling Defendants' Counsel a report of all exclusion requests received setting forth (i) the

18


number of exclusion requests received; (ii) the name, address and telephone number of persons

or entities requesting exclusion; and (iii) the number ofLinkwell shares subject to such exclusion

requests. In that report, the Claims Administrator shall indicate which exclusion requests, if any,

appear to fail to meet the requirements for obtaining exclusion from the Class as set fmth in the

Notice and therefore appear to be defective. The Claims Administrator's report is for

convenience only and any conclusions in it shall not be binding on Plaintiffs' Counsel, the Class

Members, or Settling Defendants.

68. The Net Settlement Fund shall be distributed in accordance with the Plan of

Allocation, based upon the Claims Administrator's calculation, to Authorized Claimants by the

Claims Administrator only after the Effective Date and after: (i) all Claims have been processed,

and all Claimants whose Claims have been rejected or disallowed, in whole or in part, have been

notified and provided the opportunity to be heard concerning such rejection or disallowance; (ii)

all objections with respect to all rejected or disallowed Claims have been resolved by the Court,

and all appeals therefrom have been resolved or the time therefor has expired; (iii) all appeals

have been resolved or the time therefor has expired; and (iv) all costs of administration have

been paid. There shall be no reversion to the Settling Defendants of any of the Settlement Funds.

69. If, after 6 months from the date of distribution of the Net Settlement Fund (the

"Reallocation Date"), there is a balance greater than 2% of the Settlement Amount remaining in

the Net Settlement Fund (whether by reason of tax refunds, uncashed checks or otherwise), the

Claims Administrator shall reallocate the balance among Authorized Claimants in an equitable

and economic fashion, but only to those Authorized Claimants who have cashed their first

distribution check and would receive at least $10.00 from the reallocation. Any balance which

still remains in the Net Settlement Fund 4 months after the Reallocation Date (whether any

19


reallocation was necessary) shall be donated to one or more secular non-profit organization(s)

qualifying under Internal Revenue Code § 501(c), as designated jointly by Plaintiffs' Counsel

and Settling Defendants' Counsel.

COUNSEL FEES AND EXPENSES

70. Plaintiffs' Counsel will apply to the Court for an award from the Settlement Fund

of attorneys' fees not to exceed 35% of the Settlement Fund, and for reimbursement of actual

expenses (not to exceed $450,000.00), plus any interest earned on such fees and expenses at the

same rate and for the same period earned by the Settlement Fund (until paid) as may be awarded

by the Court. Plaintiffs' Counsel will also apply to the Court for the Service Award, which shall

be paid only if approved by the Comt. The Settling Defendants will not take any position on

such applications. Plaintiffs' Counsel shall request payment of attorneys' fees or expenses in

concert with their request for final approval of the Settlement. Plaintiffs' Counsel may make a

supplemental application to the Comt for an award from the Settlement Fund of attorneys' fees

and expenses with respect to post-settlement proceedings and administration. Other than their

obligations with respect to funding the Settlement Amount as set forth in paragraphs 50-51,

however, the Settling Defendants shall have no other responsibility for the payment of Plaintiffs'

attorneys' fees or expenses.

71. Should the Comt award any Counsel Fees and Expenses, they shall be paid

directly from the Settlement Account into an escrow account at Plaintiffs' Counsel's selection

and direction (the "Counsel Fees and Expenses Escrow Account") for the benefit of Plaintiffs'

Counsel within 10 business days after the Court enters an order (or orders) awarding such

Counsel Fees and Expenses. Wolf Haldenstein Adler Freeman & Herz LLP shall serve as

escrow agent or account holder for the Counsel Fees and Expenses Escrow Account, and any

20


costs associated with the creation or maintenance of the Counsel Fees and Expenses Escrow

Account shall be borne exclusively by Plaintiffs' Counsel. Any withdrawal of some or all of the

Counsel Fees and Expenses from the Counsel Fees and Expenses Escrow Account by Plaintiffs'

Counsel prior to the Effective Date must be secured by an acceptable, iiTevocable letter of credit

issued by a bank or savings institution whose deposits are FDIC-insured and delivered to Settling

Defendants' Counsel before such withdrawal is made, unless the Settling Defendants agree to

waive this provision. In the event the Settlement does not become fmal, or the Final Judgment

and Order or the order awarding Counsel Fees and Expenses is reversed or modified, or the

Settlement is canceled or terminated for any other reason, then Plaintiffs' Counsel shall, within 5

business days after receiving notice from Settling Defendants' Counsel or from a comi of

appropriate jurisdiction, refund to the Settlement Account the amounts previously paid to the

Counsel Fees and Expenses Escrow Account, in an amount consistent with such reversal,

modification, cancellation, or termination. Plaintiffs' Counsel, as a condition of receiving such

fees and expenses, hereby agree that they are unconditionally obligated to make such refund of

fees and expenses and are subject to the jurisdiction of the Court for the purpose of enforcing the

provisions of this paragraph.

72. The Settlement is not in any way conditioned upon the Court's award of Counsel

Fees and Expenses or the Service Award. Moreover, the procedure for and the allowance or

disallowance by the Court of any applications for Counsel Fees and Expenses or Service Award

is to be considered by the Court separately from the Court's consideration of the fairness,

reasonableness, and adequacy of the Settlement set fmth in the Stipulation, and any order or

proceedings relating to such applications, or any appeal from any order relating thereto or

reversal or modification thereof, shall not operate to terminate or cancel the Stipulation, or affect

21


or delay the finality of the Final Judgment and Order approvmg the Stipulation and the

Settlement.

73. Settling Defendants and Settling Defendants' Counsel have no responsibility for,

and no liability whatsoever, with respect to:

a) any payment to Plaintiffs or Plaintiffs' Counsel or any other counsel or

person who receives payment from the Settlement Fund; or

b) the allocation among Plaintiffs' Counsel and other counsel and/or any

other person who may assert some claim thereto, of any fee and expense award that the

Court may make in the Action.

DISTRIBUTION TO AUTHORIZED CLAIMANTS

74. Plaintiffs' Counsel will apply to the Court for an order approving the Claims

Administrator's determinations concerning the acceptance and rejection of the Claims submitted,

and approving any fees and expenses not previously applied for (including the fees and expenses

of the Claims Administrator), and if the Effective Date has occurred, directing payment of the

Net Settlement Fund to Authorized Claimants.

75. The Claims Administrator shall determine each Authorized Claimant's share of

the Net Settlement Fund based upon each Authorized Claimant's Claim, as defined in the Plan of

Allocation that is approved by the Court.

76. As set forth in the Plan of Allocation; (a) Authorized Claimants residing in the

United States of America and its territories, except for shareholders of record who did not vote

on the Merger, shall have their claims valued at 1 00%; and (b) Authorized Claimants who reside

outside the United States of America and its territories and all shareholders of record who did not

vote on the Merger shall have their claims valued at 40%.

22


77. The Plan of Allocation is not a necessary term of this Stipulation, and it is not a

condition of this Stipulation that any particular Plan of Allocation be approved.

78. The Settling Defendants are not entitled to the return of any portion of the

Settlement Fund on or after the Effective Date.

TERMS OF PRELIMINARY APPROVAL ORDER

79. Promptly after this Stipulation has been fully executed, Plaintiffs' Counsel and

Settling Defendants' Counsel shall jointly apply to the Court for en tty of a Preliminary Approval

Order, substantially in the form attached as Exhibit C.

TERMS OF FINAL JUDGMENT AND ORDER

80. If the Settlement contemplated by this Stipulation is preliminarily approved by the

Court, Plaintiffs' Counsel and Settling Defendants' Counsel shall request that the Court enter a

Final Judgment and Order substantially in the form attached as Exhibit D.

WAIVER OR TERMINATION

81. Plaintiffs may terminate the Settlement and this Stipulation by providing written

notice of their election to do so to the Settling Defendants within 30 days of the Settling

Defendants' failure to timely pay the Settlement Amount into the Settlement Account in

accordance with paragraphs 50 and 51. Plaintiffs, Sidley, Xuelian Bian or Wei Guan may

terminate the Settlement and this Stipulation by providing written notice of their election to do so

to all other parties to the Stipulation within 30 days of:

a) the Court's refusal to enter the Preliminary Approval Order in any

material respect without leave to resubmit the Settlement for preliminary approval in a

fmm that Settling Defendants and Plaintiffs' Counsel, on behalf of the Class Members,

agree upon;

23


b) the Court's refusal to approve this Stipulation or any material part of it;

c) the Comi's refusal to enter the Bar Order contained in paragraph 57;

d) the Court's refusal to enter the Final Judgment and Order;

e) the date upon which the Final Judgment and Order is modified or reversed

in any material respect by the Eleventh Circuit Court of Appeals or the United States

Supreme Court; or

f) Settling Defendants' election to withdraw from the Settlement pursuant to

paragraph 83.

Any decision with respect to an application for Counsel Fees and Expenses or Service

Award, or with respect to any Plan of Allocation, shall not be considered material to the

Settlement or this Stipulation and shall not be grounds for termination.

82. If Defendants Xuelian Bian and Wei Guan fail to pay their portion of the

Settlement Amount (as set forth in the MOU) into the Settlement Account as provided m

paragraph 50, Plaintiffs may, within 10 business days, elect in their sole discretion to te1minate

the Settlement as to Defendants Xuelian Bian and Wei Guan only or in its entirety. If Plaintiffs

elect to te1minate the Settlement as to Defendants Xuelian Bian and Wei Guan only: (a) the

Settlement will proceed with Sidley Austin LLP based on its portion of the Settlement Amount

as set fmih in the MOU; (b) in lieu of the Bar Order described in paragraph 57, Sidley Austin

LLP alone will request that the Court enter an order barring all claims by or against Sidley for

contribution or indemnification; and (c) there will be no release/covenant-not-to-sue of Inter-

Defendant Settled Claims as provided in paragraph 47 and 49.

83. In the event that Class Members who, as determined from their valid requests for

exclusion, held in excess of 5% of the shares of Linkwell common stock at the close of business

24


on September 19, 2014 request exclusion from the Class, and thereby elect not to participate in

and be bound by the Settlement, Sidley, Xuelian Bian or Wei Guan shall each have, in their sole

and absolute discretion, the right, but not the obligation, to withdraw from the Settlement.

Notice of the election to withdraw from the Settlement must be sent by email to Plaintiffs'

Counsel no later than 10 days prior to the Fairness Hearing. If not sent by this deadline, the

option to withdraw shall lapse and be of no further force and effect, and the Settlement shall

proceed in accordance with the Stipulation. Upon receipt of said withdrawal notice, Plaintiffs'

Counsel may, within 7 days of receipt of such notice (or such longer period as shall be agreed

upon in writing between Plaintiffs' Counsel and Settling Defendants' Counsel), review the

validity of any request for exclusion and/or attempt to cause retraction, revocation or withdrawal

of any request for exclusion. If, within said period, a sufficient number of retractions or

withdrawals of requests for exclusion are filed with the Claims Administrator, such that the

number of shares represented by the remaining requests for exclusion does not constitute

grounds for withdrawal under this paragraph, then the withdrawal notice shall automatically be

deemed to be a nullity and the Settlement shall proceed in accordance with the Stipulation. If,

within said period, an insufficient number of retractions or withdrawals of requests for exclusion

are filed with the Claims Administrator, such that the number of shares represented by the

remaining requests for exclusion constitute grounds for withdrawal under this paragraph, the

Settling Defendants shall have the 1ight to terminate the Settlement and the Stipulation.

84. Except as otherwise provided by this Stipulation, in the event the Settlement is

terminated, the parties to this Stipulation shall be deemed to have reverted to their respective

statuses in the Action as of the date the parties signed the MOU and, except as otherwise

expressly provided:

25


a) The parties to this Stipulation shall proceed in all respects as if this

Stipulation and any related judgments or orders entered by the Court are vacated, nunc

pro tunc;

b) Neither the facts nor the specific terms of the Stipulation or Settlement

shall be admissible in any action or proceeding; and

c) The Settlement Fund and any interest earned on it, less any Taxes, Tax

Expenses, Administration Expenses and Notification Costs shall be returned to Settling

Defendants within 7 business days of the termination of the Settlement. If the

Administration Expenses and Notification Costs deducted from the Settlement Fund

exceed $100,000 and the Settling Defendants' Counsel did not approve such excessive

deductions, Plaintiffs' Counsel shall be obligated to reimburse the Settlement Fund for

the amount deducted in excess of $100,000. At the written request of Settling

Defendants' Counsel, the Escrow Agent or its designee shall apply for any tax refund

owed to the Settlement Fund and pay the proceeds, after deduction of any Tax Expenses,

to Settling Defendants.

NO ADMISSION OF WRONGDOING

85. The Settling Defendants expressly deny all allegations of wrongdoing and charges

of liability asserted against them in the Action. Settling Defendants also deny the assertions that

Plaintiffs or the Class have suffered damage arising out of the conduct, statements, acts, or

omissions of the Settling Defendants, or that Plaintiffs or the Class were harmed by the conduct

of the Settling Defendants alleged in the Action. Nonetheless, Settling Defendants have

concluded that continuing to litigate the Action would be protracted and expensive, and that it is

desirable that the Action be fully and finally settled in the manner and upon the terms and

26


conditions set fm1h in this Stipulation. Settling Defendants also took into account the

uncertainty and risks inherent in any litigation, especially in complex cases like this Action.

Settling Defendants have therefore determined that it is desirable and beneficial that the claims

asserted against them in the Action be settled in the manner and upon the te1ms and conditions

set fm1h in this Stipulation. Plaintiffs believe their claims have merit, but have also decided, in

light of the uncertainty and risks in litigation, the risk of being unable to collect any judgment in

the People's Republic of China, and the inability of the China authorities to effect service on

certain of the named Defendants, that it is desirable and beneficial that they settle their claims in

the manner and upon the terms and conditions set forth in this Stipulation.

PUBLIC STATEMENTS AND EVIDENTIARY PROTECTIONS

86. The parties to this Stipulation agree that that they will not: (a) disparage each

other; and (b) will not issue any press releases or public statements regarding the Settlement

other than disclosures required by law or to effectuate the terms of this Stipulation.

87. This Stipulation, whether or not consummated, and any proceedings taken

pursuant to it:

(a) shall not be offered or received against the Released Parties as evidence

of, or construed to be evidence of, any presumption, concession, or admission by the

Released Parties with respect to the truth of any fact alleged in the Action or the validity

of any claim that has been or could have been asserted in the Action, or the deficiency of

any defense that has been or could have been asserted in the Action, or of any liability,

negligence, fault, or wrongdoing of the Released Parties;

(b) shall not be offered or received against any of the Released Parties as

evidence of a presumption, concession or admission with respect to any liability,

27


negligence, fault or wrongdoing, or in any way refeiTed to for any other reason as against

any of the Released Pmties, in any other civil, criminal or administrative action or

proceeding, other than such proceedings as may be necessary to effectuate the provisions

of this Stipulation; provided, however, that if this Stipulation is approved by the Court,

the Released Parties may refer to it to effectuate the liability protection granted them

hereunder; and

(c) shall not be constmed against any of the Released Parties as an admission

or concession that the consideration to be given hereunder represents the amount which

could be or would have been recovered after trial.

OBLIGATIONS OF THE RELEASED PARTIES

88. Settling Defendants shall be obligated to cause to be paid the Settlement Amount

into the Settlement Account.

89. The Released Parties shall have no obligation or responsibility in connection with

providing Notice to the Class, the administration of the Settlement or the Claims process, the

investment or administration of the Settlement Fund, the payment of Taxes or Tax Expenses

from the Settlement Fund, reviewing or challenging Proofs of Claim submitted to the Claims

Administrator, or disbursement of the Net Settlement Fund to Authorized Claimants, and shall

have no liability whatsoever to any person, including, but not limited to, the Class Members, in

connection with any such function or responsibility.

MISCELLANEOUS PROVISIONS

90. Within 30 days of the Effective Date, Plaintiffs and Plaintiffs' Counsel shall

either (a) return to Settling Defendants' Counsel all documents produced by the Settling

Defendants in this Action or in response to a subpoena served on Sidley Austin LLP in the

28


Derivative Action and all transcripts of depositions taken of Sidley Austin LLP attorneys in the

Action (the "Documents"), or (b) destroy such Documents. Plaintiffs' Counsel shall certify in

writing that, to the best of their knowledge, all such Documents have been returned or destroyed.

91. The Court shall retain jurisdiction over all parties to the Settlement (including all

Claimants and Class Members) and all matters relating to the Settlement, and shall have

exclusive jurisdiction to interpret the scope of the Bar Order contained in paragraph 57 above.

92. All of the exhibits attached to this Stipulation and the Supplemental Agreement

referenced herein are incorporated by reference as if fully set forth herein.

93. This Stipulation may not be modified or amended, nor may any of its provisions

be waived, except by a writing signed by all parties or their successors-in-interest or by order of

the Court.

94. The headings in this Stipulation are used for the purpose of convenience only and

are not meant to have legal effect.

95. The waiver by one party of any breach of this Stipulation by any other party shall

not be deemed a waiver of any other prior or subsequent breach of this Stipulation.

96. This Stipulation and the Supplemental Agreement constitute the entire agreement

among the parties concerning the Settlement of the Action, and no representations, warranties, or

inducements have been made by or to any party hereto concerning this Stipulation and its

exhibits and the Supplemental Agreement other than those contained and memorialized in such

documents.

97. This Stipulation may be signed in one or more counterparts. All signed

counterparts shall be deemed to be one and the same instrument.

29


98. This Stipulation is binding upon, and inures to the benefit of, the successors and

assigns of the parties to it.

99. The construction, interpretation, operation, effect and validity of this Stipulation,

and all documents necessary to effectuate it, shall be governed exclusively by the laws of the

State of Florida without regard to its conflicts and choice of law principles, except to the extent

that Federal law requires that Federal law governs.

100. This Stipulation shall not be construed more strictly against one party than

another merely by virtue of the fact that it, or any part of it, may have been prepared by counsel

for one of the parties, it being recognized that it is the result of arms' length negotiations between

the patties and all patties have contributed substantially and materially to the preparation of this

Stipulation.

101. All counsel and any other person signing this Stipulation and any of the exhibits

hereto, or any related settlement documents, warrant and represent that they have the full

authority to do so and that they have the authority to take appropriate action required or

pennitted to be taken pursuant to the Stipulation to effectuate its terms.

102. Plaintiffs, Plaintiffs' Counsel, Settling Defendants, and Settling Defendants'

Counsel agree to cooperate fully with one another in seeking Comt approval of the Order for

Notice and Hearing, the Stipulation and the Settlement, the Bar Order, and to promptly agree

upon and execute all such other documents as may be required to obtain final approval by the

Comt of the Settlement.

30


Dated: May I, 2019

Juli s·egmund, asS c essor Co-Trustee of The ederick Siegmund Linkwell Corp. Claims Living Trust dated July 31,2018

Seth Lipner, as Successor Co-Trustee of The Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018

Michael A. Fischler FISCHLER & FRIEDMAN, P.A. Counselfor Plaint[fjs

Charles J. Hecht WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP Counselfor Plaintiffs

31

Xuelian Bian

Wei Guan

Sidley Austin LLP

Tracy Nichols HOLLAND & KNIGHT LLP Counsel.for Defendant Sidley Austin LLP

Alice K. Sum FOWLER WHITE BURNETT, P.A. Counsel for Defendants Xuelian Bian and Wei Guan


Dated: May 1, 2019

Julie Siegmund, as Successor Co-Trustee of The Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018

~Ls:::-::=-seth Lipner, as Successor Co-Trustee ofThe Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018

Michael A. Fischler FISCHLER & FRIEDMAN, P.A. Counsel for Plaintiffs

Charles J. Hecht WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP Counsel for Plaintiffs

31

Xuelian Bian

Wei Guan

Sidley Austin LLP

Tracy Nichols HOLLAND & KNIGHT LLP Counsel for Defendant Sidley Austin LLP



Dated: May 1, 2019

Julie Siegmund, as Successor Co-Trustee of The Frederick Siegmund Linkwell Corp.

, Claims Living Trust dated July 31, 2018

Charles J. H WOLF H D STEIN ADLER FREEMAN & HERZ LLP Counsel for Plaintiffs

31

Xuelian Bian

Wei Guan

Sidley Austin LLP


AliceK. Sum FOWLER WHITE BURNETT, P.A. Counsel for Defimdants Xuelian Bian and Wei Guan


I

Dated: May I, 2019

Julie Siegmund, as Successor Co-Trustee of The Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018

Seth Lipner, as Successor Co-Trustee ofThe Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 20 18

Michael A. Fischler FISCHLER & FRIEDMAN, P.A. Counsel for Plaintiff~·

Charles J. Hecht WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP Counselfor Plaintiffs

31

Xuelian Bian

Wei~t Sidley Austin LLP




Dated: May 1, 2019

Julie Siegmund, as Successor Co-Trustee of The Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31,2018

Seth Lipner, as Successor Co-Trustee ofThe Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018

Michael A. Fischler FISCHLER & FRIEDMAN, P.A. Counsel for Plaintifft

Charles J. Hecht WOLF HALDENSTEIN ADLER FREEMAN & HERZ LLP Counsel for Plaintiffs

31

Xuelian Bian

Wei Guan



EXHIBIT A



Case No. 16-cv-62506 (FAM)(LFL)


Plaintiffs,

V.

XUELIAN BIAN, WEI GUAN, SIDLEY AUSTIN LLP, SHANGHAI YINLING ASSET MANAGEMENT CO., LTD., LEADING FIRST CAPITAL LIMITED and LEADING WORLD CORPORATION,

Defendants. --------------------------------~/

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT, MOTION FOR ATTORNEYS' FEES AND EXPENSES, AND FAIRNESS HEARING

TO: ALL PERSONS AND ENTITIES WHO OWNED ONE OR MORE SHARES OF LINKWELL CORPORATION COMMON STOCK AS OF THE CLOSE OF BUSINESS ON SEPTEMBER 19, 2014, WHO DID NOT VOTE TO APPROVE THE MERGER BETWEEN LINKWELL CORPORATION AND LEADING WORLD CORPORATION, WHOSE SHARES WERE CANCELED AS A RESULT OF THE MERGER, AND WERE DAMAGED THEREBY.

PLEASE READ THIS NOTICE CAREFULLY AND IN ITS ENTIRETY. YOUR RIGHTS MAY BE AFFECTED BY PROCEEDINGS IN THIS LITIGATION. PLEASE NOTE THAT IF YOU ARE A CLASS MEMBER, YOU MAY BE ENTITLED TO SHARE IN THE PROCEEDS OF THE SETTLEMENT DESCRIBED IN THIS NOTICE. TO CLAIM YOUR SHARE OF THIS FUND, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND REQUESTED DOCUMENTATION AND RELEASE FORM ("PROOF OF CLAIM") POSTMARKED OR SUBMITTED ONLINE ON OR BEFORE [*].

• Plaintiffs, Julie Siegmund and Seth Lipner as Co-Successor Trustees of The Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018 ("Proposed Class Representatives"), have reached a proposed settlement in the amount of $6,000,000 in cash (the "Settlement") on behalf of the proposed

QUESTIONS? PLEASE CALL 1-833-285-1327 OR VISIT WWW.LINKWELLCORPSHAREHOLDERLITIGATIONSETTLEMENT.COM


Settlement Class. 1 The Settlement will resolve all claims against the Released Parties (as defined below) in this proposed class action (the "Action").

• The Settlement, if approved by the Court, will: resolve all known and unknown claims of Class Members as against Defendants Xuelian Bian, Wei Guan, and Sidley Austin LLP (collectively, "Defendants")2 relating to the sale and cancellation of their Linkwell Corporation ("Linkwell") common stock, the subject matter of the Action, and any and all claims that were or could have been asserted therein; avoid the costs and risks of continuing the Action; provide a cash payment to Class Members who timely submit valid claims; and release Bian, Guan, and Sidley from liability.

• The Court in charge of the Action still has to decide whether to approve the Settlement. Cash payments will be made if the Court approves the Settlement and after any appeals are resolved.

SUMMARY OF THIS NOTICE

I. DESCRIPTION OF THE ACTION AND THE CLASS

This Notice relates to a proposed Settlement of claims in a pending securities class action lawsuit brought by an investor alleging, among other things, that Bian and Guan violated the federal securities law and Florida law by engaging in a fraudulent scheme to cause the forced sale of Linkwell common stock through an undisclosed go-private merger transaction between Linkwell and Leading World (the "Merger") resulting in the cancellation of Linkwell minority shareholders' common stock without due notice and for less than fair value; and that Sidley allegedly violated Florida law by aiding and abetting Bian and Guan in connection with a breach of their fiduciary duties. If approved by the Court, the Settlement will settle claims of all persons and entities who owned one or more shares of Linkwell common stock as of the close of business on September 19, 2014, who did not vote to approve the Merger, and whose shares were canceled as a result of the Merger (the "Class").

II. STATEMENT OF RECOVERY BY THE CLASS

Subject to Court approval, and as described more fully on pages 6-9 below, Proposed Class Representatives, on behalf of the proposed Class, have agreed to settle all claims in the Action in exchange for a cash payment of $6,000,000 (the "Settlement Amount"). The claims that will be resolved by the Settlement include any and all claims (including Unknown Claims as set forth

1 All capitalized tenus used in this Notice that are not otherwise defined herein shall have the meanings ascribed to them in the Stipulation and Settlement Agreement dated as of May 1, 2019 (the "Stipulation"). 2 The defendants named in the Action are: Xuelian Bian ("Bian"), Wei Guan ("Guan"), Sidley Austin LLP ("Sidley"), Shanghai Yinling Asset Management Co., Ltd. ("Yinling"), Leading First Capital Limited ("Leading First"), and Leading World Corporation ("Leading World"). Bian, Guan, Sidley, and Leading World were served with pleadings in the Action. Leading World failed to appear in the Action and a default was entered against it. Service of the pleadings abroad upon Yinling and Leading First was not completed.

2 QUESTIONS? PLEASE CALL 1-833-285-1327 OR VISIT

WWW.LINKWELLCORPSHAREHOLDERLITIGATIONSETTLEMENT.COM


below) that could have been asserted based on, arising from or relating to: the allegations, facts, matters, events, transactions, acts, occurrences, statements, representations, misrepresentations, or omissions or failures to act that were alleged or could have been alleged in the Action; and any disclosures, non-disclosures and/or public statements made in connection with any of the foregoing. The Settlement Amount will be deposited into an interest-bearing escrow account (the "Settlement Fund"). Based on Proposed Class Counsel's estimate of the number of shares affected, the estimated average recovery, before deducting Court awarded attorneys 'fees and expenses and Notice Administration Expenses, is $29.93 per share (assuming all eligible Class Members file valid claims valued at the full amount of the claim). Class Members should note, however, that the foregoing is only an estimate. A Class Member's actual recovery will depend on several things, including: (1) the number of claims filed; (2) the country of residence of Class Members; (3) the amount of Notice Administration Expenses; and (4) the amount of attorneys' fees and costs awarded by the Court to proposed Class counsel. The Net Settlement Fund (the Settlement Fund less court-awarded attorneys' fees and expenses, Notice and Administration Expenses, any required Taxes or Tax Estimates payments, and any other fees or expenses approved by the Court) will be distributed in accordance with a proposed plan of allocation (the "Plan of Allocation") that will be approved by the Court and will determine how the Net Settlement Fund shall be allocated to Class Members. The Plan of Allocation is described in this Notice (see page 15 below).

III. STATEMENT OF POTENTIAL OUTCOME OF THE CASE

Proposed Class Representatives and Defendants (the "Settling Parties") do not agree on whether Proposed Class Representatives would have prevailed on the claims against Defendants. Nor do they agree on the average amount of damages per security that might be recoverable if Proposed Class Representatives were to prevail on Class Members' claims. Proposed Class Representatives' expert valued the claims against Defendants at a range between $1 7 million to $62 million. Sidley's expert valued the claims at $0.00.

Defendants deny that they have engaged in any wrongdoing as alleged by Proposed Class Representatives, deny any liability whatsoever for any of the claims that were alleged in the First Amended Class Action Complaint, and deny that Class Members' shares of Linkwell common stock were canceled in connection with the Merger without due notice and for less than fair value. The issues on which Settling Parties disagree include: (i) whether Bian and Guan engaged in any scheme to defraud or deceive Class Members in connection with the Merger and the sale of their shares of Linkwell stock; (ii) whether Bian and Guan breached their fiduciary duty to Class Members by not providing them with notice of the Merger and any opportunity to assess the fairness of the Merger consideration of $0.88 per share of Linkwell common stock; (iii) whether Sidley aided and abetted breaches of fiduciary duty owed by Bian and Guan to Linkwell shareholders; (iv) whether Defendants conspired with one another to consummate the Merger without notice to Class Members and for less than fair value; (v) whether or not Defendants' conduct caused any harm to Class Members for which any damages could be recovered if Proposed Class Representatives were to have prevailed on each claim alleged; (vi) the fair value of Linkwell common stock as of the close of business on September 19, 2014 - the date when Bian, Guan, and certain other shareholders approved the Merger at the Special Meeting of




Linkwell Shareholders; and (iv) whether Defendants had other meritorious defenses to the alleged claims.

IV. STATEMENT OF ATTORNEYS' FEES AND LITIGATION EXPENSES SOUGHT

Proposed Class Counsel (as defined in Question 16 below) will apply to the Court for an award of attorneys' fees from the Settlement Fund in an amount not to exceed 35% of the Settlement Amount and an award of litigation expenses incurred in connection with the prosecution and resolution of the Action, in an amount not to exceed $450,000, plus interest on both amounts from the date of funding at the same rate as earned by the Settlement Fund. If the Court approves the attorneys' fees and expense application in full, the average amount of fees and expenses will be approximately $12.72 per share. In addition, Proposed Class Counsel will apply for the reimbursement to The Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018 ("The Siegmund Trust") for its reasonable costs and expenses (including lost wages) directly relating to its representation of the proposed Class, in an amount not to exceed $15,000, pursuant to the Private Securities Litigation Reform Act of 1995 ("PSLRA").

V. IDENTIFICATION OF ATTORNEYS' REPRESENTATIVES

Proposed Class Representatives are being represented by: Wolf Haldenstein Adler Freeman & Herz LLP, 270 Madison Avenue, New York, New York 10016.

VI. REASONS FOR THE SETTLEMENT

For Proposed Class Representatives, the principal reason for the Settlement is the immediate benefit of a substantial cash recovery for the Class. This benefit must be compared to the risk that no recovery or a smaller recovery might be achieved after the Court decides any class certification or summary judgment motions and after a contested trial and likely appeals are resolved, possibly years into the future. For Defendants, who deny all allegations of liability and deny that any Class Members were damaged, the principal reason for the Settlement is to eliminate the burden, expense, uncertainty and risk of further litigation.

ACTIONS YOU MAY PURSUE

SUBMIT A PROOF OF CLAIM FORM POSTMARKED OR SUBMITTED ONLINE NO LATER THAN [ *]

EXCLUDE YOURSELF FROM THE CLASS BY SUBMITTING A WRITTEN REQUEST FOR EXCLUSION RECEIVED BY NO LATER THAN [**]

4

EFFECT OF TAKING THIS ACTION

This is the only way to get a cash payment from the Settlement.

Get no payment. This is the only option that allows you to pursue a lawsuit against Defendants concerning the claims that were, or could have been, asserted in this case. It is also the only way for Class Members to remove themselves from the Class. If you are considering excluding yourself from the Class, please note that there is a risk that any new claims

QUESTIONS? PLEASE CALL 1-833-285-1327 OR VISIT WWW.LINKWELLCORPSHAREHOLDERLITIGATIONSETTLEMENT.COM


OBJECT TO THE SETTLEMENT BY SUBMITTING A WRITTEN OBJECTION RECEIVED BY NO LATER THAN [**]

GO TO THE HEARING ON [***] AT _A.M., AND FILE A NOTICE OF INTENTION TO APPEAR SO THAT IT IS POSTMARKED NO LATER THAN [**]

DO NOTHING

asserted against Defendants may no longer be timely and would be time-barred. You should talk to a lawyer before you request exclusion from the Class for the purpose of bringing a separate lawsuit. See page 11 below.

Write to the Court and explain why you do not like the Settlement, the proposed Plan of Allocation, and/or the request for attorneys' fees and expenses. In order to object, you must remain a Class Member, may not exclude yourself, and you will be bound by the Court's determinations.

Ask to speak in Court about the fairness of the Settlement, the proposed Plan of Allocation, or the request for attorneys' fees and expenses.

You will not be eligible to receive a payment from the Settlement, you will give up your rights, your pro rata share of the Net Settlement Fund will be allocated among Authorized Claimants, and you will still be bound by the Settlement.

WHAT THIS NOTICE CONTAINS

Why did I get this notice package? ......................................................................................... Page 6 What is this lawsuit about and what has happened so far? .................................................. Page 6-7 Why is this a class action? ...................................................................................................... Page 7 Why is there a settlement? ...................................................................................................... Page 7 How do I know ifl am part of the Settlement? ................................................................... Page 7-8 Are there exceptions to being included in the Class? ............................................................. Page 8 What ifl am not sure ifl am included? .................................................................................. Page 8 What does the Settlement provide? ........................................................................................ Page 8 How much will my payment be? ......................................................................................... Page 8-9 How can I get a payment? ....................................................................................................... Page 9 When would I get my payment? ............................................................................................. Page 9 What am I giving up by staying in the Class? ................................................................... Page 9-10 How do I "opt out" (exclude myself) from the Settlement? ................................................. Page 11 Ifl do not exclude myself, can I sue the Defendants later? .................................................. Page 11 Ifl exclude myself, can I get money from the Settlement? .................................................. Page 11 Do I have a lawyer in this case? ........................................................................................... Page 12 How will the lawyers be paid? .............................................................................................. Page 12 How do I tell the Court that I do not like something about the Settlement? ................... Page 12-13 What is the difference between objecting and requesting exclusion? .................................. Page 13 When and where will the Court decide whether to approve the Settlement? .................. Page 13-14 Do I have to come to the hearing? ........................................................................................ Page 14




May I speak at the hearing and submit additional evidence? ............................................... Page 14 What happens ifi do nothing at all? ..................................................................................... Page 14 Are there more details about the Settlement and the Action? .............................................. Page 14 What ifi bought Linkwell common stock on someone else's behalf? ................................ Page 16

BASIC INFORMATION

lt. Why did I get this notice package?

You or someone in your family may have owned Linkwell common stock as of the close of business on September 19, 2014, the day that the Merger was approved.

The Court directed that this Notice be sent to Class Members because they have a right to know about the proposed partial Settlement in this Action, and about all of their options, before the Court decides whether to approve the Settlement. If approved, the Settlement will end all of the Class's claims against Defendants. The Court will consider whether to approve the Settlement at a Settlement Hearing on [***] at __ a.m. If the Court approves the Settlement, and after any appeals are resolved and the Settlement administration is completed, the Claims Administrator appointed by the Court will make the payments that the Settlement allows.

The Court in charge of the case is the United States District Court for the Southern District of Florida, and the case is known as Julie Siegmund and Seth Lipner as Co-Successor Trustees of The Frederick Siegmund Linkwell Corp. Clams Living Trust dated July 31, 2018 v. Xuelian Bian, et al., Civil Action No. 0:16-cv-62506-FAM (S.D. Fla.). This case was assigned to United States District Judge Federico A. Moreno. The parties that are suing are called "Proposed Class Representatives" and the companies and the persons being sued are called "Defendants."

I 2. What is this lawsuit about and what has happened so far?

Proposed Class Representatives' claims in the Action are stated in the First Amended Class Action Complaint dated October 19, 2017 (the "Complaint"). Proposed Class Representatives alleged claims against some or all of the Defendants for violations of Section 1 O(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), and Florida law for breaches of fiduciary duty, aiding and abetting breaches of fiduciary duty, and civil conspiracy. The Complaint alleged that Defendants violated the federal securities law and/or Florida law by allegedly undertaking the Merger to (a) extinguish the valuable claims asserted in a previously filed derivative action on behalf of Linkwell; and (b) take Linkwell private and acquire the assets and operations of Linkwell's subsidiary businesses without due notice and for less than fair consideration.

The Action was commenced on October 24, 2016. Sidley moved to dismiss the Action on December 15, 2017. On September 29, 2017, the Court entered an Order granting the motion to dismiss, however, with leave to file an amended complaint. As set forth above, the amended pleading was filed on October 19, 2017.

On December 18, 2017 and January 30, 2018, Defendants filed motions to dismiss the Complaint for failure to state a claim upon which relief could be granted, lack of personal jurisdiction, and insufficient service of process. On January 17 and February 23, 2018, the motions were opposed. On April 2, 2018, the Court entered an Order granting the dismissal of the Section 1 O(b) claims against Sidley, however, sustained the Florida law claims in the Complaint for aiding and abetting breach of fiduciary duty and civil conspiracy. In another Order entered on the same date,




the Court sustained the Section 1 O(b) claims and Florida law claims for breach of fiduciary duty and civil conspiracy against Bian and Guan. On May 14, 2018, the Court entered an Order denying Sidley's motion for reconsideration of that part of the Order that sustained the Florida law claims. Fact and expert discovery was thereafter conducted by the parties.

On June 5 and September 28, 2018, the parties participated in mediations of the Action before a well-respected mediator, Jed Melnick. Proposed Class Representatives and Defendants subsequently agreed to resolve the Action for $6,000,000 in cash subject to the negotiation of the terms of the Settlement Agreement and approval by the Court.

The Settling Parties entered into the Stipulation on May 1, 2019. On [ ], 2019, the Court preliminarily approved the Settlement, authorized this Notice to be sent to potential Class Members, and scheduled the Fairness Hearing to consider whether to grant final approval to the Settlement.

I 3. Why is this a class action?

In a class action, one or more people called class representatives (in this case Proposed Class Representatives) sue on behalf of people or entities, known as "Class Members" who have similar claims. A class action allows one court to resolve in a single case many similar claims that, if brought separately by individuals, might be so small that they would not be economical to litigate and thus would never be brought. One court resolves the issues for all class members, except for those who exclude themselves, or "opt out," from the Class (see Question 13 below).

I 4. Why is there a settlement?

The Court has not decided the Action in favor of Proposed Class Representatives or Defendants. The Settlement will end all the claims against Defendants in the Action and avoid the uncertainties and costs of further litigation and any future trial. Assuming the Settlement is approved, affected investors will be eligible to receive cash compensation once the claims made against the Net Settlement Fund are validated and calculated.

Proposed Class Representatives, through Proposed Class Counsel, conducted an extensive investigation of the claims and transactions relating to the Action, vigorously pursued discovery from Defendants and third-parties related to the claims, underlying events, and transactions, and retained two outside separate experts to assist and evaluate the claims. Further, Proposed Class Counsel participated in hard-fought arm's-length negotiations and two mediation sessions before an experienced mediator prior to entering into the Settlement.

Defendants also vigorously pursued discovery and retained outside experts. Defendants denied and continue to deny all allegations of liability contained in the Complaint and deny that they are liable to the Class. The Settlement should not be seen as an admission or concession on the part of Defendants regarding the truth or validity of the allegations, claims, and/or defenses in the Action, or their fault or liability for alleged damages allegedly suffered by any Class Member.

WHO CAN PARTICIPATE IN THE SETTLEMENT

I 5. How do I know if I am part of the Settlement?

The Court has issued an Order, for the purposes of the Settlement only, that everyone who fits the following description, and is not excluded by definition from the Class (see Question 6




below), is a Member of the Class, or a "Class Member," unless they take steps to exclude themselves:

All persons and entities who owned, either as a record or beneficial owner, one or more shares of Linkwell common stock as of the close of business on September 19, 2014, who did not vote to approve the Merger between Linkwell and Leading World Corporation, whose shares were canceled as a result of the Merger between Linkwell and Leading World Corporation, and were allegedly damaged thereby.

Receipt of this Notice does not mean that you are a Class Member. Please check your records or contact your broker to see if you owned Linkwell securities as of the close of business on September 19, 2014, and that your shares were canceled as a result of the Merger.

I 6. Are there exceptions to being included in the Class?

There are some people who are excluded from the Class by definition. Excluded from the Class are Bian, Guan, Sidley and its employees and agents, Yinling, Leading First, Leading World Corporation, and their subsidiaries and affiliates, all Linkwell shareholders who voted to approve the Merger, and all persons who make a timely request to opt out of the Settlement Class.

You are a Class Member only if you (or your broker on your behalf) owned shares of Linkwell common stock as of the close of business on September 19, 2014 and your shares were canceled as a result of the Merger.

I 7. What if I am not sure if I am included?

If you are not sure whether you are included, you can ask for free help by writing to or calling the Claims Administrator: Linkwell Corp. Securities Litigation, Claims Administrator, c/o JND Legal Administration, P.O. Box 91211, Seattle, WA 98111-9311, 1-833-285-1327, or www.linkwellcorpshareholderlitigationsettlement.com. Or you can fill out and return the Proof of Claim and Release form ("Proof of Claim") described in Question 10, to see if you qualify.

THE SETTLEMENT BENEFITS- WHAT YOU MAY RECEIVE

I 8. What does the Settlement provide?

In the Settlement, Defendants have agreed to pay or cause to be paid $6,000,000 in cash, which will be deposited in an interest-bearing escrow account for the benefit of the Class (the "Settlement Fund"). The Settlement Fund will be divided, after deduction of Court-awarded attorneys' fees and expenses, settlement administration costs and any applicable taxes and tax estimates, among all Class Members, as set forth in the Plan of Allocation, who timely submit valid Proofs of Claim that are accepted for payment by the Court ("Authorized Claimants").

I 9. How much will my payments be?

The Plan of Allocation, discussed on page 15 below, explains how the Net Settlement Fund will be allocated among owners of Linkwell common stock. Your share of the Net Settlement Fund will depend on several things, including: (i) the number of claims filed by eligible Class Members; and (ii) the country of residence ofthose Class Members.

After all Class Members wishing to receive a share of the Net Settlement Fund have sent in their Proofs of Claim, the payment any Authorized Claimant will get will be their pro rata share of the Net Settlement Fund based on the Plan of Allocation approved by the Court. In general, an




Authorized Claimant's share will be his, her or its number of shares of Linkwell common stock divided by the total number of shares of Linkwell common stock owned by all Authorized Claimants and then multiplied by the total amount in the Net Settlement Fund. Authorized Claimants residing in the United States and its territories shall have their claims valued at the full amount of the claim. Authorized Claimants who do not reside in the United States and its territories, and all Linkwell record shareholders who did not vote to approve the Merger, shall have their claims valued at 40% of the full amount of the claim. See the Plan of Allocation on page 15 below for more information.

HOW YOU GET A PAYMENT - SUBMITTING A PROOF OF CLAIM

Ito. How can I get a payment?

To qualify for a payment, you must timely mail, or submit online, a valid Proof of Claim and Release ("Proof of Claim") with supporting documents (DO NOT SEND ORIGINALS of your supporting documents). A Proof of Claim is enclosed with this Notice. You may also get copies of the Proof of Claim on the Internet at the following website: www.linkwellcorpshareholderlitigationsettlement.com. Please read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it, and mail it to the Claims Administrator by First-Class Mail, postmarked or submitted online on or before [*] . The Claims Administrator needs all of the information and documents requested in the Proof of Claim in order to determine if you are eligible to receive a distribution from the Net Settlement Fund.

Any Class Member who fails to timely submit a Proof of Claim shall be barred from receiving any distribution from the Net Settlement Fund or payment pursuant to the Settlement unless, by order of the Court or the discretion of Proposed Class Counsel, late-filed Proofs of Claim are accepted, but shall in all other respects be bound by all the terms of the Settlement, including the terms of the Judgment and all releases provided for herein and therein, and will be permanently barred and enjoined from bringing any action, claim or other proceeding of any kind against any Released Person concerning the Settled Claims.

ln. When would I get my payment?

The Court will hold a hearing on [*] at _ a.m. , to decide whether to, among other things, approve the Settlement and the proposed Plan of Allocation. All Proofs of Claim must be postmarked or submitted online to the Claims Administrator, on or before [***] . If the Court approves the Settlement, there may still be appeals which would delay payment, perhaps for more than several years. It also takes time for all the Proofs of Claim to be processed. Please be patient.

112. What am I giving up by staying in the Class?

Unless you exclude yourself, you will stay in the Class, which means that as of the date that the Settlement becomes effective under the terms of the Stipulation (the "Effective Date"), you will forever give up and release all "Settled Claims" (as defined below) against the "Released Parties" (as defined below). You will not in the future be able to bring a case asserting any Settled Claim against any Released Parties.

(a) "Settled Claims" means any and all claims, debts, demands, rights, losses, damages, causes of action or liabilities, of every nature and description whatsoever arising from the


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beginning of time through the Effective Date, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, based in law or equity, or based on any foreign, federal, state, local, statutory or common law, or any other law, rule or regulation (including any claims for violations of Fed. R. Civ. P. 11), including both known claims and Unknown Claims that have been or could have been asserted in any forum by any Class Member, on behalf of themselves and any other legal or natural persons and entities who or which may claim by, through or under them, including their executors, administrators, heirs, assigns, privies, predecessors and successors, whether directly, indirectly, derivatively, representatively or in any other capacity against any of the Released Parties, which arise out of, relate to, or are based upon, in any way, directly or indirectly (a) the claims, allegations, transactions, facts, events, matters, occurrences, acts, representations or omissions involved, set forth, or referred to, or that could have been asserted in the Action, or (b) the purchase, sale, or cancellation of Linkwell securities by any Class Member. For the avoidance of doubt, the Settled Claims do not include claims to enforce the Settlement, if approved by the Court.

(b) "Released Parties" means the Settling Defendants and includes their directors, officers, employees, agents, consultants, attorneys, partners, associates, insurers, reinsurers, personal representatives, spouses, issues, heirs, executors, administrators, predecessors, successors, assigns, and affiliates. The Released Parties are express third-party beneficiaries of the Stipulation.

(c) "Unknown Claims" means any and all Settled Claims that any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, which if known by him, her, or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Settled Claims, each Class Member acting through Proposed Class Counsel, shall each, for themselves and all persons claiming by, through, or on behalf of them, be deemed to have waived, and by operation of the Final Judgment and Order shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, that is similar, comparable, or equivalent to Cal. Civ. Code§ 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Proposed Class Representatives, other Class Members or Defendants may hereafter discover facts in addition to or different from those which he, she, or it now know or believes to be true with respect to the subject matter of the Settled Claims, but hereby stipulates and agrees that Proposed Class Representatives, and each releasing person, shall be deemed to settle and release, and upon the Effective Date and by operation of the Order and Final Judgment shall have settled and released, fully, finally, and forever, and all Settled Claims against Released Parties, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or which heretofore existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is




negligent or intentional and with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts.

EXCLUDING YOURSELF FROM THE SETTLEMENT

If you want to keep any right you may have to sue the Released Parties on your own about the Settled Claims, then you must take steps to exclude yourself from the Class. Excluding yourself is known as "opting out" of the Class. Defendants may withdraw from and terminate the Settlement if potential Class Members who owned shares of Linkwell common stock as of the close of business on September 19, 2014 and whose shares were canceled as a result of the Merger opt out from the Class in an amount in excess of 5% of the Class.

If you timely and properly request exclusion from the Class, you will retain any rights you have to sue Defendants yourself with respect to the Settled Claims to the extent those claims are viable under the applicable statute of limitations. You should note that if you exclude yourself from the Class, you may forfeit any claims you may have against Defendants relating to your ownership of Linkwell securities as of the close of business on September 19, 2014 if you fail to act in a proper and timely manner under the applicable statutes of limitation and repose. Before you decide to request exclusion from the Class, you are urged to consult with an attorney, at your own expense, to fully evaluate your rights and the consequences of excluding yourself from the Class.

113. How do I "opt out" (exclude myself) from the Settlement?

To "opt out" (exclude yourself) from the Class, you must deliver or mail a signed letter by First-Class Mail stating that you "request exclusion from the Class in Julie Siegmund and Seth Lipner as Co-Successor Trustees of The Frederick Siegmund Linkwell Corp. Clams Living Trust dated July 31, 2018 v. Xuelian Bian, et al., Civil Action No. 0:16-cv-62506-FAM (S.D. Fla.)." Your letter must state the number of shares of Linkwell common stock you owned as of the close of business on September 19, 2014 and that your shares were cancelled as a result of the Merger. This information is needed to detennine whether you are a Class Member. In addition, you must include your name, address, telephone number, and your signature. You must submit your request for exclusion addressed to Linkwell Corp. Securities Litigation, EXCLUSIONS, c/o JND Legal Administration, P .0. Box 91211, Seattle, W A 98111-9311. The request for exclusion must be received on or before [*]. You cannot exclude yourself or opt out by telephone or by email. Your request for exclusion must comply with these requirements in order to be valid. If you are excluded, you will not be eligible to get any payment from the Settlement proceeds and you cannot object to the Settlement, the proposed Plan of Allocation or the application for attorneys' fees and expenses.

lt4. If I do not exclude myself, can I sue the Defendants for the same thing later?

No. Unless you exclude yourself, you give up any rights you may have to sue Defendants for all Settled Claims. If you have a pending lawsuit against any of the Defendants, speak to your lawyer in that case immediately. You must exclude yourself from this Class to continue your own lawsuit. Remember, the exclusion deadline is [**].

Its. If I exclude myself, can I get money from the Settlement?

No. If you exclude yourself, do not send in a Proof of Claim to ask for any money, as any such Proof of Claim will be rejected.




THE LA WYERS REPRESENTING YOU

/16. Do I have a lawyer in this case?

The law firm of Wolf Haldenstein Adler Freeman & Herz LLP ("Proposed Class Counsel") will move to be appointed as Class Counsel to represent all Class Members. You will not be separately charged for the services of these lawyers. The Court will determine the amount of attorney's fees and expenses, if any, to be paid to Proposed Class Counsel. Any fees and expenses awarded by the Court will be paid from the Settlement Fund. If you want to be represented by your own lawyer, you may hire one at your own expense.

/17. How will the lawyers be paid?

Proposed Class Counsel have not received any payment for their services in pursuing the claims against the Defendants on behalf of the Class since the Action was commenced in 2016, nor have they been paid to this point for any of their litigation expenses. At the Settlement Hearing described below, or at such other time as the Court may order, Proposed Class Counsel will ask the Court to award them, from the Settlement Fund, attorneys' fees of no more than 35% of the Settlement Amount and litigation expenses that they have incurred in pursuing the Action in an amount not to exceed $450,000, plus interest on both amounts from the date of funding at the same rate earned by the Settlement Fund. Proposed Class Counsel will also request an award to The Siegmund Trust for the reimbursement of its reasonable costs and expenses (including lost wages) directly related to its representation of the Class, in an amount not to exceed $15,000, pursuant to the PSLRA.

OBJECTING TO THE SETTLEMENT

18. How do I tell the Court that I do not like something about the proposed Settlement?

If you are a Class Member and do not exclude yourself (opt out) in accordance with Question 13 above, you can object to any part of the Settlement, the proposed Plan of Allocation, and/or the application by Proposed Class Counsel for attorneys' fees and expenses and request for an award to the Siegmund Trust. You must write to the Court setting out your objection, giving reasons why you think the Court should not approve any part or all of the Settlement, the proposed Plan of Allocation, or the attorneys' fee and expense request.

To object, you must send a signed letter stating that you object to the Settlement in the case known as: Julie Siegmund and Seth Lipner as Co-Successor Trustees of The Frederick Siegmund Linkwell Corp. Clams Living Trust dated July 31, 2018 v. Xuelian Bian, et al., Civil Action No. 0:16-cv-62506-FAM (S.D. Fla.). You must include your name, address, telephone number and your signature; include documents sufficient to prove your membership in the Class, such as the number of Linkwell securities owned as of the close of business on September 19, 2014 and the cancelation of those securities as a result of the Merger. Your letter must also state the specific reasons why you object to the Settlement, the proposed Plan of Allocation, the attorneys' fee and expense request, or award request, including any legal or evidentiary support for your objection.

Unless otherwise ordered by the Court, any Class Member who does not object in the manner described in this Notice will be deemed to have waived any objection and will not be able to appear separately at the Fairness Hearing or to make any objection to the Settlement, the proposed Plan of Allocation, the application for attorneys' fees and expenses, and/or award




request. If you elect to "opt out," you will not be entitled to share in the Settlement proceeds and will not have a right to make an objection to the Settlement, proposed Plan of Allocation, the application for attorneys' fees and expenses, or award request.

Your objection must be filed with the United States District Court for the Southern District of Florida by hand or by mail such that it is received on or before [**], at the address set forth below. You must also serve the papers on Proposed Class Counsel and Defendants' Counsel at the addresses set forth below so that the papers are received on or before [**].

COURT: Clerk of the Court United States District Court Southern District of Florida

United States Courthouse Wilkie D. Ferguson, Jr. Building 400 North Miami A venue Miami, FL 33128

DESIGNATED COUNSEL FOR XUELIAN BIAN AND WEI GUAN Alice K. Sum, Esq. Fowler White Burnett, P.A. Brickell Arch 1395 Brickell Avenue, 14th Floor Miami, FL 33131

PROPOSED CLASS COUNSEL: Charles J. Hecht, Esq. Wolf Haldenstein Adler Freeman & Herz LLP 270 Madison Avenue New York, NY 10016

DESIGNATED COUNSEL FOR SIDLEY:

Stephen Warren, Esq. Holland & Knight LLP 701 Brickell Avenue Suite 3300 Miami, FL 33131

lt9. What is the difference between objecting and requesting exclusion?

Objecting is simply telling the Court that you do not like something about the Settlement. You can still recover from the Settlement. You can object only if you stay in the Class. Excluding yourself is telling the Court that you do not want to be part of the Class. If you exclude yourself, you have no right to object because the Action no longer affects you and you are no longer a Member of the Class.

THE COURT'S SETTLEMENT HEARING

I 20. When and where will the Court decide whether to approve the Settlement?

The Court will hold a Fairness Hearing at __ on[***], in the United States District Court for the Southern District of Florida, United States Courthouse, Wilkie D. Ferguson, Jr. Building, 400 North Miami Avenue, Miami, FL 33128. At this hearing, the Court will consider whether the Settlement is fair, reasonable and adequate. The Court also will consider the proposed Plan of Allocation for the proceeds of the Settlement and Proposed Class Counsel's application for attorneys' fees and expenses. The Court will take into consideration any written objections filed in accordance with the instructions set out above in the answer to Question 18. We do not know how long it will take the Court to make these decisions.

You should also be aware that the Court may change the date and time of the Fairness Hearing without another notice being sent to Class Members. If you want to come to the hearing, you




should check with Proposed Class Counsel before coming to be sure that the date and/or time has not changed.

I 21. Do I have to come to the hearing?

No. Proposed Class Counsel will answer any questions the Court may have. But, you are welcome to come at your own expense. If you validly submit an objection, as set forth in Question 18, it will be considered by the Court. You do not have to come to Court to talk about it.

I 22. May I speak at the hearing and submit additional evidence?

If you file an objection, you may ask the Court for permission to speak at the Fairness Hearing. To do so, you must include with your objection (see Question 18 above) a statement that it is your "notice of intention to appear in Julie Siegmund and Seth Lipner as Co-Successor Trustees of The Frederick Siegmund Linkwell Corp. Clams Living Trust dated July 31, 2018 v. Xuelian Bian, et al., Civil Action No. 0:16-cv-62506-FAM (S.D. Fla.)." Persons who object and want to present evidence at the Fairness Hearing must also include in their written objection the identity of any witness they may call to testify and exhibits they intend to introduce at the Fairness Hearing. You cannot speak at the hearing if you exclude yourself from the Class or if you have not provided written notice of your intention to speak at the Fairness Hearing according to the procedures described above and in the answer to Question 18.

IF YOU DO NOTHING

I 23. What happens if I do nothing at all?

If you do nothing, you will get no money from this Settlement and you will not be able to start a lawsuit, continue with a lawsuit, or be part of any other lawsuit against Defendants about the Settled Claims in this case. To be eligible to share in the Net Settlement Fund you must submit a Proof of Claim (see Question 1 0). To start, continue or be a part of any other lawsuit against Defendants about the Settled Claims in this case you must exclude yourself from the Class (see Question 13).

GETTING MORE INFORMATION

I 24. Are there more details about the Settlement and the Action?

This Notice summarizes the proposed Settlement. More details are in the Stipulation. You may review the Stipulation filed with the Court and all documents filed in the Action during business hours at the Office of the Clerk of the United States District Court for the Southern District of Florida, United States Courthouse, Wilkie D. Ferguson, Jr. Building, 400 North Miami Avenue, Miami, FL 33128.

You also can call the Claims Administrator at: 1-833-285-1327; call Proposed Class Counsel Wolf Haldenstein Adler Freeman & Herz LLP: 1-212-545-4600; write to Linkwell Corp. Securities Litigation, Claims Administrator, c/o JND Legal Administration, P.O. Box 91211, Seattle, W A 98111-9311; or VISit the website www.linkwellcorpshareholderlitigationsettlement.com, where you can download copies of this Notice and the Proof of Claim. Please do not call the Court, the Defendants or their counsel with questions about the Settlement.


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PLAN OF ALLOCATION OF NET SETTLEMENT FUND

The Net Settlement Fund will be distributed to Class Members who, in accordance with the terms of the Stipulation, are entitled to a distribution from the Net Settlement Fund pursuant to any Plan of Allocation or any order of the Court and who submit a valid and timely Proof of Claim under the Plan of Allocation described below.

For each share of Linkwell common stock canceled as a result of the Merger, each Authorized Claimant will receive his, her, or its pro rata share of the Net Settlement Fund.

The pro rata share shall be calculated from the total number of shares of Linkwell common stock an Authorized Claimant owned as of the close of business on September 19, 2014 and canceled as a result of the Merger, divided by the total number of shares of Linkwell common stock owned by all Authorized Claimants, and then multiplied by the total amount in the Net Settlement Fund.

Authorized Claimants residing in the United States and its territories, except for Linkwell record shareholders who did not vote to approve the Merger, shall have their claims valued at the full amount of the claim.

Authorized Claimants that do not reside in the United States and its territories, and all Linkwell record shareholders who did not vote to approve the Merger, shall have their claims valued at 40% of the full amount of the claim.

The Net Settlement Fund shall be distributed pro rata to all Authorized Claimants entitled to receive payment.

Payment pursuant to the Plan of Allocation, or such other plan of allocation as may be approved by the Court, shall be conclusive against all Authorized Claimants. No person shall have any claim against Proposed Class Representatives, Proposed Class Counsel, Defendants, Defendants' counsel or any of the other Released Parties, or the Claims Administrator or other agent designated by Proposed Lead Counsel arising from distribution made substantially in accordance with the Settlement Agreement, the Plan of Allocation approved by the Court, or further Orders of the Court. Proposed Class Representatives, Defendants and their respective counsel, and all other Released Parties, shall have no responsibility or liability whatsoever for the investment or distribution of the Settlement Fund or the Net Settlement Fund; the Plan of Allocation; the determination, administration, calculation or payment of any Claim Form or non-performance of the Claims Administrator; the payment or withholding of taxes; or any losses incurred in connection therewith.

The Plan of Allocation set forth herein is the plan that is being proposed to the Court for its approval by Proposed Class Counsel after consultation with their damages expert. The Court may approve the Plan of Allocation as proposed or may modify it without further notice to the Class. Any Orders regarding any modification of the Plan of Allocation will be posted on the settlement website.




SPECIAL NOTICE TO SECURITIES BROKERS AND OTHER NOMINEES

I 25. What if I held Linkwell stock on someone else's behalf?

If you held Linkwell securities as of the close of business on September 19, 2014 for the beneficial interest of a person or organization other than yourself and those securities were canceled as a result of the Merger, the Court has directed that, WITHIN TEN (1 0) BUSINESS DAYS OF YOUR RECEIPT OF THIS NOTICE, you either: (a) provide to the Claims Administrator the name and last known address of each person or organization for whom or which you purchased or otherwise acquired Linkwell common stock during the Class Period (preferably in an MS Excel, .CSV, or .TXT format) , setting forth (i) title/registration, (ii) street address, and (iii) city/state/zip; or (b) request additional copies of this Notice and the Proof of Claim form, which will be provided to you free of charge, and within ten (1 0) business days of receipt of such copies send them by First-Class Mail, postage prepaid, directly to the beneficial owners of those shares of Linkwell common stock.

If you choose to follow alternative procedure (b), the Court has directed that, upon such mailing, you shall send a statement to the Claims Administrator confirming that the mailing was made as directed. You are entitled to reimbursement from the Settlement Fund of your reasonable expenses actually incurred in connection with the foregoing, including reimbursement of postage expenses and the cost of ascertaining the names and addresses of beneficial owners. Those expenses will be paid after request and submission of appropriate supporting documentation. All communications concerning the foregoing should be addressed to the Claims Administrator:

Linkwell Corp. Securities Litigation c/o JND Legal Administration

P.O. Box 91211 Seattle, W A 98111-9311

1-833-285-1327 www.linkwellcorpshareholderlitigationsettlement.com [email protected]

PLEASE DO NOT CONTACT THE COURT FOR INFORMATION OR QUESTIONS ABOUT THE TERMS OF THE SETTLEMENT. INSTEAD, PLEASE DIRECT ALL QUESTIONS TO PROPOSED CLASS COUNSEL AND/OR THE CLAIMS ADMINISTRATOR, AS DIRECTED IN QUESTION 24 ABOVE.

/804280




EXHIBIT A ... t


*P-[ * ]-POC/1* • Must Be Postmarked

No Later Than •

•

Linkwe/1 Corp. Securities Litigation c/o JND Legal Administration

P.O. Box 91211 Seattle, WA 98111-9311

1-833-285-1327

[email protected] www.linkwellcorpshareholderlitigationsettlement.com

PROOF OF CLAIM AND RELEASE FORM

TO BE ELIGIBLE TO RECEIVE A SHARE OF THE NET SETTLEMENT FUND IN CONNECTION WITH THE SETTLEMENT OF THIS ACTION, YOU MUST MAIL, OR SUBMIT ONLINE, YOUR COMPLETED AND SIGNED CLAIM FORM TO THE CLAIMS ADMINISTRATOR BY FIRST-CLASS MAIL, POSTAGE PREPAID, POSTMARKED OR SUBMITTED ONLINE BY[*], TO THE ADDRESS SET FORTH AT THE TOP OF THIS PAGE.

IF YOU FAIL TO SUBMIT A TIMELY, PROPERLY ADDRESSED, AND COMPLETED CLAIM FORM, YOUR CLAIM MAY BE REJECTED AND YOU MAY BE PRECLUDED FROM RECEIVING ANY PROCEEDS FROMTHE SETTLEMENT.

DO NOT MAIL OR DELIVER YOUR CLAIM FORM TO THE COURT, THE SETTLING PARTIES OR THEIR COUNSEL. SUBMIT YOUR CLAIM FORM ONLY TO THE CLAIMS ADMINISTRATOR AT THE ADDRESS SET FORTH ABOVE.

TABLE OF CONTENTS PAGE#

PART I -CLAIMANT IDENTIFICATION ......... ............................................................................................. 2

PART II - GENERAL INSTRUCTIONS ........................................................................................................ 3

PART Ill- SCHEDULE OF TRANSACTIONS IN LINKWELL COMMON STOCK ..................................... .4

PART IV- SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGEMENTS ...................... 5

PARTV- RELEASE AND DECLARATION ............................................................................................. 5-6

REMINDER CHECKLIST ............................................................................................................................. 7

QUESTIONS? PLEASE CALL 1-833-285-1327 OR VISIT www.linkwellcorpshareholderlitigationsettlement.com

Important- This form should be completed IN CAPITAL LETTERS using BLACK or DARK BLUE ballpoint/fountain pen. Characters and marks used should be similar in the style to the following:

ABCDEFGHIJKLMNOPQRSTUVWXYZ12345670

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PART 1- CLAIMANT IDENTIFICATION

Beneficial Owner's Name (First, Middle, Last):

Joint Beneficial Owner's Name (First, Middle, Last):

Street Address:

City: State:

Zip or Postal Code: Country (if Other than U.S.):

Last 4 digits of Claimant SSNITIN1 (applicable only to U.S. residents):

Telephone Number (work): Telephone Number (home):

Email Address:

Record Owner's Name (if different from beneficial owner listed above):

NOTICE REGARDING ELECTRONIC FILES: Certain claimants with large numbers of transactions may request, or may be requested , to submit information regarding their transactions in electronic files. To obtain the mandatory electronic filing requirements and file layout, you may visit the settlement website at www.linkwellcorpshareholderlitigationsettlement.com or you may email the Claims Administrator's electronic filing department at [email protected] . Any file not in accordance with the required electronic filing format will be subject to rejection . Only one claim should be submitted for each separate legal entity (see Part II, section II below) and the complete name of the beneficial owner of the securities must be entered where called for (see Part II , section II below). No electronic files will be considered to have been submitted unless the Claims Administrator issues an email to that effect after processing your file with your claim numbers and respective account information. Do not assume that your file has been received until you receive this email. If you do not receive such an email within 10 days of your submission, you should contact the electronic filing department at [email protected] to inquire about your file and confirm it was received.

• To view JNDLA's Privacy Notice, please visit http://www.linkwellcorpshareholderlitigationsettlement.com

'The last four digits of the taxpayer identification number (TIN), consisting of a valid Social Security Number (SSN) for individuals or Employer Identification Number (EIN) for business entities, trusts, estates, etc., and telephone number of the beneficial owner(s) may be used in verifying this claim. •


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PART II -GENERAL INSTRUCTIONS

I. GENERAL INSTRUCTIONS To recover as a Class Member based on your claims in the action entitled Julie Siegmund and Seth Lipner as Co-Successor Trustees of The Frederick Siegmund Linkwe/1 Corp. Clams Living Trust dated July 31, 2018 v. Xuelian Bian, et at. , Civil Action No. 0:16-cv-62506-FAM (S.D. Fla.) (the "Action"), you must complete and, on page 4 hereof, sign this Proof of Claim and Release Form ("Proof of Claim") and provide all the necessary documentation. If you fail to submit a timely and properly addressed (as set forth in paragraph 3 below) Proof of Claim , your claim may be rejected and you may not receive any recovery from the Net Settlement Fund created in connection with the proposed Settlement.

2. Submission of this Proof of Claim , however, does not assure that you will share in the proceeds of the Settlement of the Action.

3. YOUR COMPLETED AND SIGNED PROOF OF CLAIM, ACCOMPANIED BY COPIES OF THE DOCUMENTS REQUESTED HEREIN, MUST BE POSTMARKED OR SUBMITTED ONLINE NO LATER THAN[**], 2019, AND ADDRESSED AS FOLLOWS:


P.O. Box 91211 Seattle , WA 98111-9311

1-833-285-1327 Online Submissions: www.linkwellcorpshareholderlitigationsettlement.com

If you are NOT a Class Member (as defined in the Notice of Pendency of Class Action and Proposed Settlement, Motion for Attorneys ' Fees and Fairness Hearing ("Notice")). DO NOT submit a Proof of Claim .

4. If you are a Class Member and you do not timely request exclusion in response to the Notice, you are bound by the terms of any judgment entered in the Action , including the releases provided therein , WHETHER OR NOT YOU SUBMIT A PROOF OF CLAIM.

II. CLAIMANT IDENTIFICATION 1. If you owned shares of Linkwell Corporation ("Linkwell") common stock and held the stock certificate(s) in your

name, you are the beneficial owner as well as the record owner. If, however, you owned shares of Linkwell common stock and the stock certificate(s) were registered in the name of a third party, such as a nominee or brokerage firm , you are the beneficial owner and the third party is the record owner.

2. Use Part I of th is form entitled "Claimant Identification" to identify each beneficial owner of shares of Linkwell common stock that forms the basis of this claim. THIS CLAIM MUST BE FILED BY THE ACTUAL BENEFICIAL OWNER(S) OR THE LEGAL REPRESENTATIVE OF SUCH OWNER(S) OF LINKWELL COMMON STOCK UPON WHICH THIS CLAIM IS BASED.

3. All joint owners must sign this claim . Executors, administrators, guardians, conservators, and trustees must complete and sign this claim on behalf of persons represented by them and their authority must accompany this claim and their titles or capacities must be stated . The Social Security (or taxpayer identification) number and telephone number of the beneficial owner may be used in verifying the claim . Failure to provide the foregoing information could delay verification of your claim or result in rejection of the claim.

Ill. CLAIM FORM Use Part Ill of this form entitled "Schedule of Holdings of Linkwell Common Stock on September 19, 2014" to supply all required details of your ownership of Linkwell securities as of the close of business on September 19, 2014 .

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PART Ill- SCHEDULE OF HOLDINGS OF LINKWELL COMMON STOCK ON SEPTEMBER 19,2014

A

B.

State the total number of shares of Linkwell common stock held at the close of trading on September 19, 2014 (if none, enter "0"; if other than zero, it must be documented).

State the number of shares of Linkwell common stock canceled as a result of the Merger. The number of shares canceled must be documented.

C. Copies of your brokerage statements or other documentation of your holdings of and cancellation of shares of Linkwell common stock should be attached to your Proof of Claim form. Failure to provide this information could delay verification of your claim and/or result in its rejection.

D. Please check box if you are the beneficial owner of Linkwell common stock, and not the record owner (see Claimant Identification § II, supra).

Shares

Shares

D

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PART IV- SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGEMENTS

I (We) submit this Proof of Claim and Release under the terms of the Stipulation and Settlement Agreement, dated April _, 2019, described in the Notice. I (We) also submit to the jurisdiction of the United States District Court for the Southern District of Florida with respect to my (our) claim as a Class Member and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I am (we are) bound by and subject to the terms of any judgment that may be entered in the Action. I (We) agree to furnish additional information to the Claims Administrator to support this claim (including all transactions in Linkwell common stock), if requested to do so. I (We) have not submitted any other claim covering the ownership of shares of Linkwell common stock as of the close of business on September 19, 2014 or the cancellation of such securities as a result of the Merger and know of no other person having done so on my (our) behalf.

PART V- RELEASE

1. I (We) hereby waive, release, forever discharge and dismiss, with prejudice, and agree not to institute, maintain or prosecute any or all Settled Claims, including Unknown Claims (as defined below), against any or all of the Released Parties. I acknowledge that I shall be permanently and finally enjoined without the necessity of posting a bond from commencing or prosecuting any actions or other proceedings asserting any of the Settled Claims either directly, indirectly, representatively, derivatively or in any other capacity against any of the Released Parties herein. This injunction expressly extends to all claims covered by this Settlement and all releasing parties defined herein.

2. "Released Parties" refers jointly and severally, individually and collectively to Defendants Xuelian Bian, Wei Guan, and Sidley Austin LLP ("Sidley") (collectively, "Defendants"), and includes their directors, officers, employees, agents, consultants, attorneys, partners, associates, insurers, reinsurers, personal representatives, spouses, issues, heirs, executors, administrators, predecessors, successors, assigns, and affiliates.

3. "Settled Claims" means any and all claims, debts, demands, rights, losses, damages, causes of action or liabilities, of every nature and description whatsoever arising from the beginning of time through the Effective Date, whether fixed or contingent, accrued or unaccrued, liquidated or unliquidated, based in law or equity, or based on any foreign, federal, state, local, statutory or common law, or any other law, rule or regulation (including any claims for violations of Fed. R. Civ. P. 11 ), including both known claims and Unknown Claims that have been or could have been asserted in any forum by any Class Member, on behalf of themselves and any other legal or natural persons and entities who or which may claim by, through or under them, including their executors, administrators, heirs, assigns, privies, predecessors and successors, whether directly, indirectly, derivatively, representatively or in any other capacity against any of the Released Parties, which arise out of, relate to, or are based upon, in any way, directly or indirectly (a) the claims, allegations, transactions, facts, events, matters, occurrences, acts, representations or omissions involved, set forth, or referred to, or that could have been asserted in the Action, or (b) the purchase, sale, or cancellation of Linkwell securities by any Class Member. For the avoidance of doubt, the Settled Claims do not include (i) any claim by Defendants against any insurance carrier; (ii) claims to enforce the Settlement, if approved by the Court; or (iii) any claims of or against any Opt-Out.

4. "Unknown Claims" means any and all Settled Claims that any Class Member does not know or suspect to exist in his, her or its favor at the time of the release of the Released Parties, which if known by him, her, or it might have affected his, her or its decision(s) with respect to the Settlement. With respect to any and all Settled Claims, each Class Member acting through Proposed Class Counsel, shall each, for themselves and all persons claiming by, through, or on behalf of them, be deemed to have waived, and by operation of the Final Judgment and Order shall have expressly waived, any and all provisions, rights and benefits conferred by any law of any state or territory of the United States, or principle of common law, that is similar, comparable, or equivalent to Cal. Civ. Code§ 1542, which provides:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

Proposed Class Representatives, other Class Members or Defendants may hereafter discover facts in addition to or different from those which he, she, or it now know or believes to be true with respect to the subject matter of the Settled Claims, but hereby stipulates and agrees that Proposed Class Representatives, and each releasing party, shall be deemed to settle and release, and upon the Effective Date and by operation of the Order and Final Judgment shall have settled and released, fully, finally, and forever, and all Settled Claims against Released Parties, known or unknown, suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist, or which heretofore existed upon any theory of law or equity now existing or coming into existence in the future, including, but not limited to, conduct that is negligent or intentional

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PART V- RELEASE (CONTINUED)

and with or without malice, or a breach of any duty, law, or rule, without regard to the subsequent discovery or existence of such different or additional facts.

5. I (We) hereby warrant and represent that I (We) have not assigned or transferred or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to this release or any other part or portion thereof.

6. I (We) hereby warrant and represent that I (we) have included the information requested about my (our) ownership of shares of Linkwell common stock as of the close of business on September 19, 2014 and the cancellation of those shares as a result of the Merger as requested in this Proof of Claim.

7. I (We) certify that I am (we are) not subject to backup withholding under the provisions of Section 3406(a)(1 )(C) of the Internal Revenue Code. (Note: If you have been notified by the Internal Revenue Service that you are subject to backup withholding, please strike out the prior sentence.)

8. If signed outside of the United States of America: I 0Ne) declare under penalty of perjury under the laws of the United States of America that all of the foregoing information supplied on this Proof of Claim by the undersigned is true and correct. If signed inside of the United States of America: I (We) declare under penalty of perjury that all of the foregoing information supplied on this Proof of Claim by the undersigned is true and correct.

Executed this __ day of _________ in _________________________ _ (Month) (Year) (City, State, Country)

Signature of Claimant (if this claim is being made on behalf of Joint Claimants, then each must sign.)

Signature of Claimant Date

Print Name of Claimant

Signature of Joint Claimant, if any Date

Print Name of Joint Claimant, if any

If the Claimant is other than an individual, or is not the person completing this form, the following also must be provided:

Signature of Person Completing Form

Print Name of Person Completing Form

Capacity of person(s) signing on behalf of Claimant, if other than an individual, e.g., Beneficial Purchaser or Acquirer, Executor or Administrator

•

Date

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PART VI - REMINDER CHECKLIST

ACCURATE CLAIMS PROCESSING TAKES A SIGNIFICANT AMOUNT OF TIME. THANK YOU FOR YOUR PATIENCE.

1. Please sign the above release and declaration.

2. If this claim is being made on behalf of Joint Claimants, then both must sign.

3. Remember to attach copies of all supporting documentation.

4. Do not send originals or certificates.

5. Keep a copy of your Proof of Claim and all supporting documentation for your records.

6. If you move after submitting your Proof of Claim, please send your new address to: Linkwe/1 Corp. Securities Litigation

c/o JND Legal Administration P.O. Box 91211

Seattle, WA 98111-9311 1-833-285-1327

7. Do not use red pen or highlighter on the Proof of Claim or supporting documentation.

•

THIS PROOF OF CLAIM MUST BE SUBMITTED ONLINE OR, IF MAILED, POSTMARKED NO LATER THAN*** ADDRESSED AS FOLLOWS:

/803963

•


P.O. Box 91211 Seattle, WA 98111-9311

1-833-285-1327

[email protected] www .I in kwellcorpsha reho lderl itigationsettlement. com

•


EXHIBITB



Case No. 16-cv-62506 (FAM)(LFL)


Plaintiffs,

v.


Defendants. ____________________________________ /

SUMMARY NOTICE OF PENDENCY AND PROPOSED CLASS ACTION SETTLEMENT

TO: ALL PERSONS AND ENTITIES WHO OWNED ONE OR MORE SHARES OF LINKWELL CORPORATION COMMON STOCK AS OF THE CLOSE OF BUSINESS ON SEPTEMBER 19, 2014, WHO DID NOT VOTE TO APPROVE THE MERGER BETWEEN LINKWELL CORPORATION AND LEADING WORLD CORPORATION, WHOSE SHARES WERE CANCELED AS A RESULT OF THE MERGER, AND WERE DAMAGED THEREBY.

YOU ARE HEREBY NOTIFIED that, pursuant to an Order of the United States District Court for the Southern District of Florida, a hearing will be held on _, 2019 at_: __ .m., before the Honorable Federico A. Moreno at the United States District Court for the Southern District of Florida, United States Courthouse, Wilkie D. Ferguson, Jr. Building, Courtroom 13-3, 400 North Miami Avenue, Miami, Florida 33128, to determine: (i) whether the proposed Settlement1 of the Class Claims in the above-captioned action ("Action") for consideration in the amount of $6,000,000.00 in cash should be approved by the Court as fair, reasonable, and adequate; (ii) whether the proposed Plan of Allocation should be approved as fair and reasonable; and (iii) whether proposed Class Counsel's application for an award of attorneys' fees of up to 35 percent of the Settlement Amount, reimbursement of litigation

1 All capitalized terms used in this Summary Notice that are not otherwise defined herein shall have the meanings ascribed to them in the Stipulation and Settlement Agreement dated as of May 1, 2019 (the "Stipulation").


expenses of not more than $450,000.00, and an award to The Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018 ("The Siegmund Trust") of no more than $15,000.00 should be approved; and (iv) whether the Action should be dismissed with prejudice and the release specified and described in the Stipulation should be granted.

If you owned Linkwell Corporation ("Linkwell") common stock as of the close of business on September 19, 2014, did not vote to approve the merger between Linkwell and Leading World Corporation (the "Merger"), and your Linkwell common stock was canceled as a result of the Merger, your rights may be affected by this proposed Settlement, including the release and extinguishment of claims you may possess relating to your ownership of Linkwell common stock. If you have not received a detailed Notice of Pendency of Class Action and Proposed Settlement, Motion for Attorneys' Fees and Fairness Hearing ("Notice of Pendency") and a copy of the Proof of Claim and Release Form ("Proof of Claim"), you may obtain copies by writing to Linkwell Corp. Securities Litigation, Claims Administrator, c/o JND Legal Administration, P.O. Box 91211, Seattle, WA 98111-9311, or at: www.linkwellcorpshareholderlitigationsettlement.com. If you are a Class Member, in order to share in the distribution of the Net Settlement Fund, you must submit a Proof of Claim postmarked no later than [*], establishing that you are entitled to recovery. Unless you submit a written exclusion request, you will be bound by any judgment rendered in this Action whether or not you make a claim.

If you desire to be excluded from the Settlement, you must submit to the Claims Administrator a request for exclusion so that it is received no later than [**], in the manner and form explained in the Notice of Pendency. ALL CLASS MEMBERS WHO HAVE NOT VALIDLY REQUESTED EXCLUSION FROM THE SETTLEMENT WILL BE BOUND BY ANY JUDGMENT ENTERED IN THE ACTION PURSUANT TO THE SETTLEMENT.

Any objection to the Settlement, Plan of Allocation, or proposed Class Counsel's request for an award of attorneys' fees and reimbursement of expenses and a Service Award to The Siegmund Trust must be in the manner and form explained in the detailed Notice of Pendency and filed and served no later than[***], to each of the following:

Clerk of the Court United States District Court Southern District of Florida United States Courthouse Wilkie D. Ferguson, Jr. Building 400 North Miami A venue Miami, FL 33128

COUNSEL FOR XUELIAN BIAN ANDWEIGUAN Alice K. Sum, Esq. Fowler White Burnett, P.A. Brickell Arch 1395 Brickell Avenue, 14th Floor Miami, Florida 33131

PROPOSED CLASS COUNSEL Charles J. Hecht, Esq. Wolf Haldenstein Adler

Freeman & Herz LLP 270 Madison Avenue New York, NY 10016

COUNSEL FOR SIDLEY Stephen Warren, Esq. Holland & Knight LLP 701 Brickell Avenue Suite 3300 Miami, FL 33131


If you have any questions about the Settlement, you may contact the Claims Administrator or Proposed Class Counsel at the addresses listed above or go to the website at: www.linkwellcorpshareholderlitigationsettlement.com.

PLEASE DO NOT CONTACT THE COURT OR THE CLERK'S OFFICE REGARDING THIS NOTICE.

Dated: May_, 2019

/803962


EXHIBIT C



Case No. 16-cv-62506 (FAM)

JULIE SIEGMUND and SETH LIPNER, as Successor Co-Trustees of THE FREDERICK SIEGMUND LINK WELL CORP. CLAIMS LIVING TRUST DATED JULY 31,2018, Individually and on Behalf of All Others Similarly Situated,

Plaintiffs,

v.


Defendants. ----------------------------------~/

[PROPOSED] ORDER GRANTING PRELIMINARY APPROVAL OF CLASS ACTION SETTLEMENT, APPROVING FORM AND MANNER OF NOTICE, AND SETTING

DATE FOR FAIRNESS HEARING ON FINAL APPROVAL OF SETTLEMENT

Plaintiffs Julie Siegmund and Seth Lipner, as Successor Co-Trustees of The Frederick

Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018 ("Plaintiffs"), and

Defendants Xuelian Bian ("Bian"), Wei Guan ("Guan") and Sidley Austin LLP (Sidley")

(collectively referred to as "Settling Defendants") (Plaintiffs and Settling Defendants are

collectively referred to as the "Parties"), have agreed to settle the above-captioned litigation

("Action") memorializing their settlement in an executed Stipulation and Settlement Agreement

(DE No. _) (the "Stipulation"). Pursuant to the Stipulation, subject to its terms and conditions

therein and the Court's approval, Plaintiffs and the proposed Class ("Class") will fully, finally,

and forever resolve, discharge, and release their claims.


The Stipulation has been filed with the Court, and Plaintiffs and their counsel have filed

an Unopposed Motion for Preliminary Approval of Class Settlement, Preliminary Certification of

Class, Approval of Form and Manner of Class Notice, and Date for Hearing on Final Approval

of Settlement (DE No._) ("Motion"), filed on May_, 2019.

Upon review and considering the Motion, the Stipulation and all exhibits thereto, and

having been fully advised in the premises, it is hereby ORDERED and ADJUDGED as follows:

1. The Court has jurisdiction over the subject matter and the Parties to this Action

pursuant to 28 U.S.C. §§ 1331 and 1332.

2. Venue is proper in this District.

3. The Settlement. The Parties have negotiated a settlement of this Action

("Settlement") to avoid the expense, uncertainties, and burden of protracted litigation, and to

resolve the Settled Claims (as defined in the Stipulation) against Settling Defendants and the

Released Parties (as defined in the Stipulation). The Court has carefully reviewed the Stipulation

and all of the exhibits thereto. The terms and conditions of the Stipulation are hereby

incorporated as though fully set forth in this Order and, unless otherwise indicated, capitalized

terms in this Order shall have the meanings ascribed to them in the Stipulation.

4. Preliminary Approval. At the preliminary approval stage, the Court's task is

to evaluate whether the Settlement is within the "range of reasonableness." 4 Newberg on Class

Actions § 11.26. "Preliminary approval is appropriate where the proposed settlement is the result

of the parties' good faith negotiations, there are no obvious deficiencies and the settlement falls

within the range of reason." Smith v. Wm. Wrigley Jr. Co., No. 09-60646-CIV, 2010 U.S. Dist.

LEXIS 67832, at *7 (S.D. Fla. June 15, 2010) (citations omitted). Settlement negotiations that

involve arm's length, informed bargaining with the aid of experienced counsel support a

preliminary finding of fairness. See Manual for Complex Litigation, Third,§ 30.42 (1995).

2


5. The Court preliminarily approves the Stipulation executed by the Parties, together

with all its exhibits, as fair, reasonable, and adequate to the Class, subject to further

consideration at the Fairness Hearing to be conducted as described below.

6. The Court finds the Stipulation was reached in the absence of collusion, is the

product of informed, good-faith, arm's length negotiations between the Parties and their counsel.

The Court also finds the Settlement Agreement is within the range of reasonableness and

possible judicial approval, such that: (a) a presumption of fairness is appropriate for the purposes

of preliminary settlement approval; and (b) it is appropriate to effectuate notice to the Class and

schedule a Fairness Hearing to assist the Court in determining whether to grant final approval of

the Settlement and enter a Final Approval Order.

7. Provisional Certification of Class and Appointment of Class Representative

and Class Counsel. "A class may be certified solely for purposes of settlement where a

settlement is reached before a litigated determination of the class certification issue." Borcea v.

Carnival Corp., 238 F.R.D. 664, 671 (S.D. Fla. 2006) (internal quotations and citations omitted).

In deciding whether to provisionally certify a settlement class, a court must consider the same

factors that it would consider in connection with a proposed litigation class- i.e., all Rule 23(a)

factors and at least one subsection of Rule 23 (b) must be satisfied - except that the Court need

not consider the manageability of a potential trial, since the settlement, if approved, would

obviate the need for a trial. !d. See Amchem Prods., Inc. v. Windsor, 521 U.S. 591, 620 (1997)

(citation omitted) ("Confronted with a request for settlement-only class certification, a district

court need not inquire whether the case, if tried, would present intractable management

problems, for the proposal is that there be no trial.").

8. The Court finds for purposes of settlement only that the Federal Rule of Civil

Procedure 23 factors are satisfied and that certification of the proposed Class is appropriate under

3


Rule 23. The Court therefore provisionally certifies the following Class for purposes of the

Settlement:


Excluded from the Class are Bian and Guan, Sidley and its employees and agents, Defendants

Shanghai Yinling Asset Management Co., Ltd., Leading First Capital Limited, Leading World

Corporation, and their subsidiaries and affiliates, all Linkwell Corporation ("Linkwell")

shareholders who voted to approve the Merger, and all persons who make a timely request to

opt-out ofthe Class.

9. The Court makes the following determinations for purposes of settlement only

under Federal Rule of Civil Procedure 23(a) and (b)(3);

a. The Class is so numerous that joinder of all members is impracticable;

b. There are questions oflaw and fact common to Class Members;

c. The claims of the Plaintiffs are typical of the claims of other Class

Members;

d. Plaintiffs and Plaintiffs' counsel are capable of fairly and adequately

protecting the interests of Class Members in connection with the Settlement;

e. Common questions of law and fact predominate over individualized

issues; and

f. Resolution of common issues for Class Members in a single, coordinated

proceeding is superior to hundreds of individual lawsuits addressing the same legal and factual

tssues.

4


10. Pursuant to Federal Rule of Civil Procedure 23, the Court appoints Plaintiffs Julie

Siegmund and Seth Lipner as Class Representatives, and Wolf Haldenstein Adler Freeman &

Herz LLP as Class Counsel.

11. Fairness Hearing. A Fairness Hearing shall be held on ______ , 2019 at

:00 a.m. in Courtroom 13-3 of the United States Courthouse, Wilkie D. Ferguson, Jr.

Building, 400 North Miami Avenue, Miami, Florida 33128, for the following purposes:

a. To determine whether the proposed Settlement on the terms and

conditions provided for in the Stipulation is fair, reasonable, and adequate to the Class, and

should be approved by the Court;

b. To determine whether a Final Judgment and Order, substantially in the

form attached as Exhibit D to the Stipulation, should be entered dismissing the Action with

prejudice;

c. To determine whether the proposed Plan of Allocation for the Net

Settlement Fund is fair and reasonable and should be approved;

d. To determine whether the motion by Class Counsel for an award of

attorneys' fees and expenses should be approved;

e. To determine whether Class Counsel's request for a Service Award for

The Frederick Siegmund Linkwell Corp. Claims Living Trust dated July 31, 2018 ("The

Siegmund Trust") should be approved, and

f. To consider any other matters that may properly be brought before the

Court in connection with the Settlement.

12. The Court may adjourn the Fairness Hearing without further notice to the Class,

and may approve the Settlement with such modifications as the Parties may agree to, if

appropriate, without further notice to Class Members.

5


13. Approval of Class Notice and the Claims Process. The Court approves the

form and content of the Notice of Pendency of Class Action and Proposed Settlement, Motion

for Attorneys' Fees and Expenses, and Fairness Hearing ("Notice ofPendency"), ProofofClaim

and Release Form ("Proof of Claim"), and Summary Notice of Pendency and Proposed Class

Action Settlement ("Summary Notice"), substantially in the forms attached to the Stipulation as

Exhibits A, A-1, and B, respectively.

14. The Court finds that the Notice program described in the Stipulation and attached

Exhibits is the best practicable notice under the circumstances. The Notice program is reasonably

calculated under the circumstances to inform the Class of the pendency of the Action, the terms

of the Settlement, certification of the Class, Class Counsel's application for attorneys' fees and

expenses, request for a Service Award, and Class Members' rights to opt-out of the Class or

object to the Settlement.

15. Class Counsel is hereby authorized to retain JND Legal Administration as Claims

Administrator to supervise and administer the Notice program in connection with the Settlement

and the processing of claims.

16. The Claims Administrator shall implement the Notice program using the Notice

of Pendency, Proof of Claim, and Summary Notice, substantially in the forms attached to the

Stipulation. Notice shall be provided to Class Members as follows:

a. Mail Notice: No later than fifteen (15) business days after the date of

entry of this Order (the "Notice Date"), the Claims Administrator shall cause copies of the

Notice of Pendency and Proof of Claim, substantially in the forms attached to the Stipulation as

Exhibits A and A-1 (the "Notice Packet"), to be mailed first class mail, post prepaid, to the

potential Class Members who can be identified with reasonable effort;

6


b. Settlement Website: Contemporaneously with the mailing of the Notice

Packet, the Claims Administrator shall cause copies of the Notice of Pendency and Proof of

Claim to be posted on a website to be developed for the Settlement

(www.linkwellcorpshareholderlitigationsettlement.com), from which copies of the Notice of

Pendency and Proof of Claim can be downloaded; and

c. Publication Notice: Not later than fourteen (14) calendar days after the

Notice Date, the Claims Administrator shall cause the Summary Notice, substantially in the form

attached to the Stipulation as Exhibit B, to be published in Investor's Business Daily and The

New York Times (International), and to be transmitted once over the PR Newswire.

17. Nominee Procedures. The Claims Administrator shall use reasonable

efforts to give notice to nominees such as brokerage firms and other persons or entities who held

Linkwell common stock as ofthe close ofbusiness on September 19, 2014 as record owners but

not as beneficial owners. Such nominees shall within ten (1 0) business days of receipt of the

Notice Packet either: (a) request additional copies of the Notice Packet from the Claims

Administrator to forward to all such beneficial owners and within ten (10) business days of

receipt of such copies from the Claims Administrator forward them to all such beneficial owners;

or (b) within ten ( 1 0) calendar days of receipt of the Notice Packet, provide a list of the names

and addresses of all such beneficial owners to the Claims Administrator and the Claims

Administrator is ordered to send the Notice Packets promptly to such identified beneficial

owners. Nominees who elect to send the Notice Packets to their beneficial owners shall also send

a statement to the Claims Administrator confirming that the mailing was made and shall retain

their mailing records for use in connection with any further notices that may be provided in the

Action. Upon full compliance with these directions, such nominees may seek reimbursement of

7


their reasonable expenses actually incurred by providing the Claims Administrator with proper

documentation supporting the expenses for which reimbursement is sought.

18. Not later than two (2) calendar days prior to the Fairness Hearing, Class Counsel

shall file with the Court proof, by affidavit or declaration, of such mailing and publication.

19. The form and content of the Notice program described herein, and the methods set

forth herein of notifying the Class of the Settlement and its terms and conditions, meet the

requirements of Federal Rule of Civil Procedure 23, the United States Constitution (including the

Due Process Clause), Section 21D(a)(7) of the Securities Exchange Act of 1934, 15 U.S.C. §

78u-4(a)(7), as amended by the Private Securities Litigation Reform Act of 1995 ("PSLRA"),

and all other applicable law and rules. The Notice program constitutes the best notice practicable

under the circumstances and shall constitute due and sufficient notice to all persons and entities

entitled thereto.

20. Participation in the Settlement. Class Members who wish to participate in the

Settlement and to be eligible to receive a distribution from the Net Settlement Fund must

complete and submit a Proof of Claim, substantially in the form attached to the Stipulation as

Exhibit A-1, in accordance with the instructions contained therein. Unless the Court orders

otherwise, all Proofs of Claim must be postmarked (if properly addressed and mailed by first

class of overnight mail, postage prepaid) or submitted online no later than one hundred twenty

(120) calendar days after the Notice Date. Notwithstanding the foregoing, Class Counsel may, at

its discretion, accept for processing late Proofs of Claim provided such acceptance does not

delay the distribution of the Net Settlement Fund to the Class. Payment oflate Proofs of Claim

may only be allowed by Order of the Court. By submitting a Proof of Claim, a person or entity

shall be deemed to have submitted to the jurisdiction of the Court with respect to his, her or its

Proof of Claim and the subject matter of the Settlement.

8


21. Each Proof of Claim submitted must satisfy the following conditions, unless

otherwise allowed pursuant to the Stipulation: (a) it must be properly completed, signed, and

submitted in a timely manner in accordance with the provisions of Paragraph 20 above; (b) it

must be accompanied by adequate supporting documentation for the transactions and holdings

reported therein, in the form of broker confirmation slips, broker account statements, an

authorized statement from the broker containing the transactional and holding information found

in a broker confirmation slip or account statement, or such other documentation as is deemed

adequate by Class Counsel or the Claims Administrator; (c) if the person or entity executing the

Proof of Claim is acting in a representative capacity, a certification of his, her, or its current

authority to act on behalf of the Class Member must be included in the Proof of Claim to the

satisfaction of Class Counsel or the Claims Administrator; and (d) the Proof of Claim must be

complete and contain no material deletions or modifications of any of the printed matter

contained therein and must be signed under penalty of perjury.

22. Any Class Member that does not timely and validly submit a Proof of Claim or

whose Proof of Claim is not otherwise approved by the Court: (a) shall be deemed to have

waived his, her, or its right to share in the Net Settlement Fund; (b) shall be forever barred from

participating in any distributions from the Net Settlement Fund; (c) shall be bound by the

provisions of the Stipulation and all proceedings, determinations, orders, and judgments in the

Action relating thereto, including, without limitation, the Final Judgment and Order, and the

releases provided therein; and (d) will be barred from commencing, maintaining, or prosecuting

any of the Settled Claims against each and all of the Settling Defendants and/or Released Parties,

as more fully described in the Stipulation. Notwithstanding the foregoing, late Proofs of Claim

may be accepted for processing as set forth in Paragraph 20 above.

9


23. Exclusion from the Settlement. Any Class Member who wishes to exclude

himself, herself, or itself from the Settlement must request exclusion in writing within the time

and in the manner set forth in the Notice, which shall provide that: (a) any such request for

exclusion from the Class must be mailed or delivered such that it is received no later than

twenty-one (21) calendar days prior to the Fairness Hearing, to: Linkwell Corp. Securities

Litigation, EXCLUSIONS, c/o JND Legal Administration, P.O. Box 91211, Seattle, WA 98111-

9311, and (b) each request for exclusion must (i) state the name, address, and telephone number

of the person or entity requesting exclusion, and in the case of entities, the name and telephone

number of the appropriate contact person; (ii) state that such person or entity "requests exclusion

from the Class in Julie Siegmund and Seth Lipner as Co-Successor Trustees of The Frederick

Siegmund Linkwell Corp. Clams Living Trust dated July 31, 2018 v. Xuelian Bian, et al., Civil

Action No. 0:16-cv-62506-FAM (S.D. Fla.)"; (iii) state the number of shares of Linkwell

common stock that the person or entity requesting exclusion owned as of the close ofbusiness on

September 19, 2014 and the number of shares of Linkwell common stock that were cancelled as

a result of the Merger; and (iv) be signed by the person or entity requesting exclusion or an

authorized representative. A request for exclusion shall not be effective unless it provides all of

the required information and is received within the time stated above, or is otherwise accepted by

the Court.

24. Any person or entity who or which timely and validly requests exclusion from the

Class in compliance with the terms herein and is excluded from the Class shall not be a Class

Member, shall not be bound by the terms of the Settlement or any Orders or Judgments in the

Action, and shall not receive any payment out of the Net Settlement Fund.

25. Any Class Member who or which does not timely and validly request exclusion

from the Class in the manner stated herein: (a) shall be deemed to have waived his, her, or its

10


right to be excluded from the Class; (b) shall be forever barred from requesting exclusion from

the Class in this or any other proceeding; (c) shall be bound by the provisions of the Stipulation

and all proceedings, determinations, Orders, and Judgments in the Action, including, but not

limited to, the Final Judgment and Order and the releases provided for therein, whether favorable

or unfavorable to the Class; and (d) will be barred from commencing, maintaining, or

prosecuting any of the Settled Claims against any of the Settling Defendants and Released

Parties, as more fully described in the Stipulation and Notice of Pendency.

26. Appearance and Objections at Fairness Hearing. Any Class Member

who does not request exclusion from the Class may enter an appearance in the Action, at his,

her, or its own expense, individually or through counsel of his, her, or its choice, by filing with

the Clerk of Court and delivering a notice of appearance to counsel for the Parties at the

addresses set forth below, such that it is received no later than twenty-one (21) calendar days

prior to the Settlement Fairness Hearing, or as the Court may otherwise direct. Any Class

Member who does not enter an appearance will be represented by Class Counsel.

Proposed Class Counsel Wolf Haldenstein Adler Freeman & Herz LLP Charles J. Hecht, Esq. Daniel W. Krasner, Esq. 270 Madison A venue New York, NY 10016

Counsel for Individual Defendants Fowler White Burnett, P .A. Alice K. Sum, Esq. Brickell Arch 1395 Brickell Avenue, 14th Floor Miami, FL 33131

Counsel for Sidley Holland & Knight LLP Tracy A. Nichols, Esq. 701 Brickell A venue Suite 3300 Miami, FL 33131

11


27. Any Class Member who does not request exclusion from the Class may file a

written objection to the proposed Settlement, the proposed Plan of Allocation, Class Counsel's

application for an award of attorneys' fees and expenses, the proposed Service Award for the

Siegmund Trust, and appear and show cause, if he, she, or it has any cause, why the proposed

Settlement, the proposed Plan of Allocation, Class Counsel's application for attorneys' fees and

expenses, and the proposed Service Award should not be approved; provided, however, that no

Class Member shall be heard or entitled to contest the approval of the terms and conditions of the

proposed Settlement, the proposed Plan of Allocation, Class Counsel's application for attorneys'

fees and expenses, and the proposed Service Award unless that person or entity has filed a

written objection with the Court and served copies of such objection on counsel for the Parties at

the addresses set forth in Paragraph 26 above such that they are received no later than twenty-one

(21) calendar days prior to the Settlement Fairness Hearing.

28. Any objections, filings, and other submissions by the objecting Class Member: (a)

must state the name, address, and telephone number of the person or entity objecting and must be

signed by the objector; (b) must contain a statement of the Class Member's objection or

objections, and the specific reasons for each objection, including any legal and evidentiary

support the Class Member wishes to bring to the Court's attention; and (c) must include

documents sufficient to prove membership in the Class, including the number of shares of

Linkwell common stock that the objecting Class Member owned as of the close of business on

September 19, 2014. Objectors who enter an appearance and desire to present evidence at the

Fairness Hearing in support of their objection must include in their written objection or notice of

appearance the identity of any witnesses they may call to testify and any exhibits they intend to

introduce into evidence at the hearing.

12


29. Any Class Member who or which does not make his, her, or its objection in the

manner provided herein shall be deemed to have waived his, her, or its right to object to any

aspect of the proposed Settlement, the proposed Plan of Allocation, Class Counsel's application

for attorneys' fees and expenses, and the proposed Service A ward, and shall be forever barred

and foreclosed from objecting to the fairness, reasonableness, or adequacy of the Settlement, the

Plan of Allocation, or the requested attorneys' fees and expenses, and the Service A ward, or

from otherwise being heard concerning the same in this or any other proceeding.

30. Stay of Proceedings. Unless otherwise ordered by the Court, all

proceedings in the Action, other than proceedings necessary to carry out or enforce the terms and

conditions of the Stipulation, are hereby stayed.

31. Settlement Administration Fees and Expenses. All reasonable costs incurred

in identifying Class Members and notifying them of the Settlement as well as in administering

the Settlement shall be paid as set forth in the Stipulation without further order of the Court.

32. Settlement Fund. No person who is not a Class Member or Class Counsel

shall have any right to any portion of, or to any distribution of, the Net Settlement Fund unless

otherwise ordered by the Court or otherwise provided in the Stipulation.

33. All funds held in escrow shall be deemed and considered to be in custodia legis of

the Court, and shall remain subject to the jurisdiction of the Court until such time as such funds

shall be disbursed pursuant to the Stipulation and/or further Order of the Court.

34. Neither Settling Defendants nor their counsel shall have any responsibility for the

Plan of Allocation, any application for attorneys' fees or expenses submitted by Class Counsel,

or Class Representatives, or any application for a Service Award to the Siegmund Trust, and

such matters shall be considered separately from the fairness, reasonableness and adequacy of

the Settlement.

13


35. Termination of Settlement. If the Settlement fails to become effective as

defined in the Stipulation or is terminated, then both the Stipulation, including any amendment(s)

thereof, except as expressly provided in the Stipulation, and this Preliminary Approval Order

shall be vacated, rendered null and void, be of no further force and effect, without prejudice to

any of the Parties, and may not be introduced as evidence or used in any actions or proceedings

by any person or entity against the Parties, and the Parties shall be deemed to have reverted to

their respective litigation positions in the Action as of February 4, 2019.

36. Supporting Papers. Class Counsel shall file and serve the opening papers in

support of the Final Approval of Settlement, the Plan of Allocation, Class Counsel's application

for an award of attorneys' fees and expenses, and request for a Service Award no later than

thirty-five (35) calendar days prior to the Fairness Hearing; and reply papers, if any, shall be

filed and served no later than seven (7) calendar days prior to the Fairness Hearing.

37. Retention of Jurisdiction. The Court retains jurisdiction to consider all further

applications arising out of or connected with the proposed Settlement.

DONE AND ORDERED in Chambers at Miami, Florida, this_ day of May 2019.

FEDERICO A. MORENO UNITED STATES DISTRICT JUDGE

/803931

14


EXHIBITD



Case No. 16-cv-62506-FAM-LFL

JULIE SIEGMUND and SETH LIPNER, as Co-Successor Trustees of THE FREDERICK SIEGMUND LINK WELL CORP. CLAIMS LIVING TRUST DATED JULY 31,2018, Individually and on Behalf of All Others Similarly Situated,

Plaintiff, v.

XUELIAN BIAN et al.,

Defendants.

FINAL JUDGMENT AND ORDER APPROVING SETTLEMENT AND DISMISSING THE ACTION WITH PREJUDICE

THESE MATTERS have come before the Court to determine whether the proposed

Settlement should be finally approved pursuant to the terms set forth in the Stipulation and

Settlement Agreement dated as of May 1, 2019 (the "Stipulation"). The Court has considered all

of the relevant papers and otherwise is fully informed in the premises, and after holding a

Fairness Hearing on _____ 2019, has determined that the Settlement set forth in the

Stipulation should be approved as fair, reasonable, and adequate. The Court hereby enters this

Final Judgment and Order, which constitutes a final adjudication of this Action on the merits.

Good cause appearing therefore, IT IS HEREBY ORDERED AND ADJUDGED THAT:

1. The definitions of terms set forth in the Stipulation and in the Preliminary

Approval Order entered by this Court on ______ 2019 are hereby incorporated as

though fully set forth in this Final Judgment. Any inconsistencies between the terms of the

Stipulation and this Final Judgment shall be resolved in favor of the Stipulation.

1


2. This Court has jurisdiction over the subject matter of the Action, over the Class

Representatives, the Settling Defendants, and over all Class Members, who are defined as:


Excluded from the Settlement Class are Defendants Xuelian Bian, Wei Guan, Sidley Austin LLP

(and its employees or agents), Shanghai Yinling Asset Management Co., Ltd., Leading First

Capital Limited and Leading World Corporation and their subsidiaries and affiliates, and all

Linkwell shareholders who voted to approve the Merger. Also excluded from the Class are all

persons and entities who submitted a valid and timely request to be excluded from the Class

pursuant to the terms of the Stipulation and Preliminary Approval Order.

a. With respect to the Class, the Court finds for purposes of the Settlement

only that: The Class is so numerous that joinder of all members is impracticable;

b. There are questions oflaw and fact common to Class Members;

c. The claims of the Class Representatives are typical of the claims of other

Class Members;

d. Class Representatives and Class Counsel are capable of fairly and

adequately protecting the interests of Class Members in connection with the Settlement;

e. Common questions of law and fact predominate over individualized

issues; and

f. Resolution of common issues for Class Members in a single, coordinated

proceeding is superior to hundreds of individual lawsuits addressing the same legal and factual

issues.

2


3. The Notice of Pendency and Summary Notice were previously approved by the

Court in the Preliminary Approval Order. The notices, among other things, advised the Class

Members of their right to appear and express their views on the fairness of the Settlement at the

Fairness Hearing before the Court. The notices also advised Class Members of their right to

exclude themselves from the Class. __ persons and entities have submitted valid and timely

requests for exclusion pursuant to the terms of the Notice. These persons and entities are listed

on the attached Exhibit 1 and are not bound by this Final Judgment.

4. The Court hereby finally approves the Settlement set forth in the Stipulation and

finds that the Settlement is in all respects fair, reasonable and adequate to the Class. The Court

further finds that the Settlement is the result of arm's length negotiations between experienced

counsel representing the interests of the Class and the Settling Defendants, and that it was

negotiated with the assistance of an experienced mediator. The Class and the Settling

Defendants are directed to consummate the Settlement in accordance with the terms and

provisions of the Stipulation.

5. The Plan of Allocation is approved as fair and reasonable and Class Counsel and

the Claims Administrator are directed to administer the Plan of Allocation in accordance with the

terms and provisions of the Stipulation.

6. If, after 6 months from the date of distribution of the Net Settlement Fund (the

"Reallocation Date"), there is a balance greater than 2% of the Cash Settlement Amount

remaining in the Net Settlement Fund (whether by reason of tax refunds, uncashed checks or

otherwise), the Claims Administrator shall reallocate the balance among Authorized Claimants in

an equitable and economic fashion, but only to those Authorized Claimants who have cashed

their first distribution check and would receive at least $10.00 from the reallocation. Any

3


balance which still remains in the Net Settlement Fund 4 months after the Reallocation Date

(whether any reallocation was necessary) shall be donated to one or more secular non-profit

organization(s) qualifying under Internal Revenue Code § 501(c), as designated jointly by Class

Counsel and Settling Defendants' Counsel.

7. The Escrow Agent shall continue to serve as such for the Settlement Account,

until such time as all funds in the Settlement Account are distributed pursuant to the terms of the

Stipulation or further Court Order.

8. This Action (D.E. 60) is hereby dismissed with prejudice as to all named parties,

with each party paying his, her or its costs, except as provided in the Stipulation.

9. Upon the Effective Date, the Class Members, on behalf of themselves, their heirs,

executors, administrators, predecessors, successors, and assigns, and any other person claiming

by, through or on behalf of them, whether or not that Class Member executes and delivers a

Proof of Claim or otherwise shares in the Settlement Fund shall: (a) be deemed by operation of

law to have released, waived, dismissed and forever discharged each and every Settled Claim,

and (b) forever be enjoined from prosecuting, commencing or instituting, either directly or

indirectly, whether in the United States or elsewhere, any Settled Claims against any of the

Released Parties.

10. Upon the Effective Date of this Settlement, each of the Settling Defendants, on

behalf of themselves, their heirs, executors, administrators, predecessors, successors, and

assigns, and any other person claiming by, through or on behalf of them, shall be: (a) deemed to

have forever and irrevocably released all Inter-Defendant Settled Claims; and (b) be forever

enjoined from prosecuting, either directly or indirectly, any Inter-Defendant Settled Claims

against any of the other Settling Defendants.

4


11. All persons and entities (including but not limited to Defendants Shanghai


Corporation) are hereby permanently barred, enjoined and restrained from commencing,

prosecuting, or asserting any claim for contribution or indemnification (whether contractual or

otherwise) against the Released Parties or any other claim against the Released Parties where the

injury to such entity/individual is any person's or entity's actual or threatened liability to the

Class Representative or any Class Member, including but not limited to any amounts paid in

settlement of such actual or threatened liability, or any other costs or expenses (including

attorneys' fees) incurred in connection with this Action. The Released Parties are permanently

barred, enjoined and restrained from commencing, prosecuting or asserting any claim for

contribution or indemnification (whether contractual or otherwise) against Defendants Shanghai


Corporation or any other claim against the Defendants Shanghai Yinling Asset Management Co.

Ltd., Leading First Capital Limited and Leading World Corporation where the injury to the

Released Parties is any person's or entity's actual or threatened liability to the Class

Representatives or Class Members, including but not limited to any amounts paid in settlement

of such actual or threatened liability, or any other costs or expenses (including attorneys' fees)

incurred in connection with this Action.

12. The notice given to the Class was the best notice practicable under the

circumstances, consisting of individual Notice mailed to all Class Members who could be

identified through reasonable efforts, as well as a Summary Notice published to all others. The

notices provided due and adequate notice of these proceedings, including the Settlement, to all

persons entitled to such notice, and fully satisfied the requirements of Rule 23 of the Federal

5


Rules of Civil Procedure and the requirements of due process. The Court hereby finds that all

persons and entities who are Class Members were provided a full and fair opportunity to be

heard with respect to the foregoing matters. Thus, it is hereby determined that all Class

Members who did not timely and properly elect to exclude themselves by written communication

postmarked or otherwise delivered on or before the date set forth in the Preliminary Approval

Order, are bound by this Final Judgment.

13. Neither this Final Judgment, the Stipulation, nor any of its terms and provisions,

nor any of the negotiations or proceedings connected with it, nor any of the documents or

statements referred to therein shall be:

(a) offered or received against the Released Parties as evidence of or

construed as or deemed to be evidence of any presumption, concession, or admission by

any of the Released Parties with respect to the truth of any fact asserted in this Action or

the validity of any claim that had been or could have been asserted in this Action or in

any litigation, or the deficiency of any defense that has been or could have been asserted

in the Action or in any litigation, or of any liability, negligence, fault, or wrongdoing of

the Released Parties;

(b) offered or received against the Released Parties or against any Class

Member as evidence of a presumption, concession or admission with respect to any

liability, negligence, fault or wrongdoing, or in any way referred to for any other reason

as against any of the parties to the Stipulation, in any other civil, criminal or

administrative action or proceeding, other than such proceedings as may be necessary to

effectuate the provisions of the Stipulation; provided, however, that the Released Parties

may refer to the Stipulation to effectuate the liability protection granted them thereunder;

6


or

(c) construed against the Released Parties or any Class Member as an

admission or concession that the consideration to be given hereunder represents the

amount which could be or would have been recovered after trial.

14. Class Counsel are hereby awarded __ % of the Settlement Fund in fees, which

sum the Court finds to be fair and reasonable, and $ in reimbursement of ------

expenses, which shall be paid to Class Counsel from the Settlement Fund.

15. In making this award of Counsel Fees and Expenses to be paid from the

Settlement Fund, the Court has considered and found that:

(a) the Settlement has resulted in the creation of the Settlement Amount of

$6,000,000 that is already on deposit, and that numerous Class Members who submit

valid Proofs of Claim will benefit from the Settlement achieved by Class Counsel;

(b) the Notice that was distributed to putative Class Members explained that

Class Counsel was moving for attorneys' fees in an amount not to exceed 35% of the

Settlement Fund and for reimbursement of actual expenses, and __ objections were

filed against the terms of the proposed Settlement or the ceiling on the fees and expenses

to be requested as disclosed in the Notice;

(c) Class Counsel have conducted the litigation and achieved the Settlement

with skill, perseverance and diligent advocacy;

(d) the Action involves complex legal and factual issues and, in the absence of

a settlement, would involve further lengthy proceedings with uncertain resolution of these

complex issues;

7


(e) had Class Counsel not achieved the Settlement, there would remain a

significant risk that the Class may have recovered less or nothing from the Settling

Defendants; and

(f) the amount of Counsel Fees and Expenses reimbursed from the Settlement

Fund is fair and reasonable and consistent with awards in similar cases.

16. This Final Judgment incorporates all terms and provisions of the Stipulation.

Without affecting the finality of this Final Judgment in any way, this Court hereby retains

exclusive jurisdiction over all matters relating to the administration, consummation and

enforcement of the Settlement.

17. The Court finds that, pursuant to the Class Action Fairness Act of 2005, the

Settling Defendants provided timely and adequate notice of this Settlement to the appropriate

state and federal officials.

18. If the Settlement is terminated pursuant to the Stipulation, then this Final

Judgment shall be rendered null and void to the extent provided by and in accordance with the

Stipulation, and shall be vacated to the extent provided by the Stipulation and, in such event: (a)

all Orders entered and releases delivered in connection herewith shall be null and void to the

extent provided by and in accordance with the Stipulation; (b) the fact of the Settlement shall not

be admissible in any trial of this Action and the Plaintiffs and the Defendants shall be deemed to

have reverted to their respective statuses in this Action as of February 4, 2019; and (c) any

portion of the Cash Settlement Amount previously paid or caused to be paid by Settling

Defendants, including, but not limited to, any funds disbursed in payment of litigation expenses

and attorneys' fees, together with any interest actually earned or gains thereon, less any amounts

for Taxes paid or owing with respect to such interest income and/or gains and/or for Notification

8


Costs and Administration Expenses actually incurred and paid or payable, shall be returned by

the Escrow Agent and/or Class Counsel, as applicable, to the Settling Defendants within seven

business days after written notification of such event by Settling Defendants, as specified in the

Stipulation.

19. Without further order of the Court, the parties to the Stipulation may agree to

reasonable extensions of time to carry out any of the provisions of the Stipulation.

20. There is no just reason for delay in the entry of this Final Judgment and

immediate entry by the Clerk of the Court is expressly directed.

Dated: _________ _

THE HONORABLE FEDERICO MORENO UNITED STATES DISTRICT JUDGE

9
