Order: In the Matter Greenstar Agricultural Corporation and Lianyun Guan

IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5, AS AMENDED

- AND -

IN THE MATTER OF
GREENSTAR AGRICULTURAL CORPORATION AND LIANYUN GUAN

ORDER
(Sections 127 and 127.1 of the Securities Act)

WHEREAS on March 12, 2015, the Ontario Securities Commission (the “Commission”) issued a Notice of Hearing (the “Notice of Hearing”) pursuant to sections 127 and 127.1 of the Securities Act, R.S.O. 1990, c. S.5, as amended (the “Act”) in connection with a Statement of Allegations (the “Statement of Allegations”) filed by Staff of the Commission (“Staff”) with respect to GreenStar Agricultural Corporation and Lianyun Guan dated March 11, 2015 (collectively, the “Respondents”);

AND WHEREAS the Notice of Hearing stated that a hearing would be held at the offices of the Commission on April 2, 2015 at 10:00 a.m.;

AND WHEREAS the Commission rescheduled the hearing from April 2, 2015 at 10:00 a.m. to April 2, 2015 at 11:30 a.m.;

AND WHEREAS on April 2, 2015, Staff attended before the Commission and made submissions and no one appeared on behalf of the Respondents;

AND WHEREAS the Commission was satisfied that the Respondents were served with the Notice of Hearing and Statement of Allegations and received notice of the hearing;

AND WHEREAS pursuant to Rule 1.4 of the Commission’s Rules of Procedure (2010), 33 O.S.C.B. 8017 (the “Rules”), Staff requested that the Commission waive or vary certain requirements of Rule 4 of the Rules;

AND WHEREAS the Commission ordered that Staff is permitted to make available for inspection by the Respondents at the offices of the Commission, all documents or things in Staff’s possession or control relevant to the allegations set out in the Statement of Allegations on seven days’ notice by the Respondents;

AND WHEREAS the Commission ordered that Staff is permitted to make available for inspection by the Respondents at the offices of the Commission, all documents or things that Staff intends to produce or enter as evidence at the hearing on the merits;

AND WHEREAS the Commission ordered that, pursuant to its ongoing disclosure obligations, Staff shall make available for inspection by the Respondents as soon as is reasonably practicable, all relevant documents or things that may come into Staff’s possession or control following the making of this order;

AND WHEREAS the Commission ordered that the hearing be adjourned to a pre-hearing conference to be held on April 29, 2015 at 9:00 a.m.;

AND WHEREAS by letter dated April 20, 2015, Staff requested, pursuant to Rule 11 of the Rules, that all or substantially all of the hearing on the merits be conducted in writing;

AND WHEREAS in support of its request for a written hearing, Staff provided the Commission with the Affidavit of Marcel Tillie sworn April 9, 2015 (the “Tillie Affidavit”) and the Affidavit of Service of Maria Montalto dated April 14, 2015 (the “Affidavit of Service”);

AND WHEREAS on April 29, 2015, Staff attended at a pre-hearing conference before the Commission and made submissions and no one appeared on behalf of the Respondents;

AND WHEREAS the Commission has considered Staff’s request for a written hearing, the Tillie Affidavit and the Affidavit of Service and is of the opinion that, in the circumstances of this case, it is appropriate to order that the hearing on the merits be conducted in writing;

AND WHEREAS the Commission is of the opinion that it is in the public interest to make this order;

IT IS ORDERED that all or substantially all of the hearing on the merits in this matter is to be conducted in writing;

IT IS FURTHER ORDERED that:

1. Staff shall file any affidavit evidence on which it intends to rely on or before May 29, 2015;
2. The Respondents shall file any affidavit evidence on which they intend to rely on or before June 19, 2015;
3. Staff shall file written submissions setting out the facts and the law on or before July 3, 2015;
4.  The Respondents shall file written submissions setting out the facts and the law on or before July 17, 2015; and
5. Staff shall file any reply submissions on or before July 31, 2015.

Dated at Toronto this 30th day of April, 2015.