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

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IN THE MATTER OF
GREENSTAR AGRICULTURAL CORPORATION AND LIANYUN GUAN

ORDER
(Sections 127 and 127.1 of the Securities Act)

WHEREAS:

1. On March 12, 2015, the Ontario Securities Commission (the “Commission”) issued a 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 relation to the Statement of Allegations, dated March 11, 2015, filed by Staff of the Commission with respect to GreenStar Agricultural Corporation (“GreenStar”) and Lianyun Guan (“Guan” and, together with GreenStar, the “Respondents”);
2. Following the hearing on the merits, which was conducted in writing, the Commission issued its Reasons and Decision on September 18, 2015 (the “Merits Decision”);
3. The Commission determined that the Respondents had not complied with Ontario securities law and had acted contrary to the public interest, as described in the Merits Decision;
4. The hearing with respect to the sanctions and costs to be imposed in this matter was conducted in writing;
5. On January 28, 2016, the Commission released its Reasons and Decision on Sanctions and Costs in this matter; and
6. The Commission is of the opinion that it is in the public interest to issue this Order.

IT IS HEREBY ORDERED that:

1. Pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities of GreenStar shall permanently cease;
2. Pursuant to paragraph 2 of subsection 127(1) of the Act, trading in any securities by GreenStar shall permanently cease;
3. Pursuant to paragraph 2.1 of subsection 127(1) of the Act, the acquisition of any securities by GreenStar is prohibited permanently;
4. Pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to GreenStar permanently;
5. Pursuant to paragraph 2 of subsection 127(1) of the Act, the trading of any securities by Guan is prohibited permanently;
6. Pursuant to paragraph 2.1 of subsection 127(1) of the Act, the acquisition of any securities by Guan is prohibited permanently;
7. Pursuant to paragraph 3 of subsection 127(1) of the Act, any exemptions contained in Ontario securities law do not apply to Guan permanently;
8. Pursuant to paragraph 7 of subsection 127(1) of the Act, Guan shall resign all positions that he may hold as a director or officer of an issuer;
9. Pursuant to paragraphs 8, 8.2 and 8.4 of subsection 127(1) of the Act, Guan is prohibited permanently from becoming or acting as a director or officer of any issuer, registrant, and investment fund manager;
10. Pursuant to paragraph 8.5 of subsection 127(1) of the Act, Guan is prohibited permanently from becoming or acting as a registrant, as an investment fund manager and as a promoter; and
11. Pursuant to section 127.1 of the Act, Guan shall pay the investigation and hearing costs incurred in this matter in the amount of $129,845.66.

DATED at Toronto this 28th day of January, 2016.