The accompanying notes are an integral part
of the unaudited condensed consolidated financial statements.
The accompanying notes are an integral part
of the unaudited condensed consolidated financial statements.
The accompanying notes
are an integral part of the unaudited condensed consolidated financial statements
The accompanying notes are an integral part
of the unaudited condensed consolidated financial statements
The accompanying notes are an integral part
of the unaudited condensed consolidated financial statements
NOTES TO CONSOLIDATED
FINANCIAL STATEMENTS(UNAUDITED)
|
1.
|
ORGANIZATION
AND BUSINESS DESCRIPTION
|
The Company conducts business through Shanghai
Jianchi Supply chain Co.,Ltd, a subsidiary of the Company, which is engaged in the commodity trading business and providing supply chain
management services to customers in the PRC. Supply chain management services consist of loan recommendation services and commodity product
distribution services. The Company incorporated Hainan Jianchi Import and Export Co., Ltd, a subsidiary of Shanghai Jianchi, and Hainan
Baiyu Cross-border e-commerce Limited, a subsidiary of Tongdow HK, Hainan Baiyu Cross-border e-commerce Limited, a subsidiary
of Tongdow HK, and Yangzhou Baiyu Cross-border e-commerce Limited, a subsidiary of Yangzhou Baiyu VC during the six months ended
September 30, 2021.
HMC was renamed Shenzhen Baiyu Jucheng Data Techonology
Co.,Ltd during the nine months ended September 30, 2021.
Name
|
|
Background
|
|
Ownership
|
Hainan Jianchi Import and Export Co., Ltd
(“Hainan Jianchi”)
|
|
A PRC limited liability company
Incorporated on December 21, 2020
Engaged in commodity trading business and providing supply chain management services to customers
|
|
A wholly owned subsidiary of Shanghai Jianchi
|
Hainan Baiyu Cross-border e-commerce Limited
(“Hainan Baiyu”)
|
|
A Hong Kong company
Incorporated on March 18, 2021
Engaged in commodity trading business and providing supply chain management services to customers
|
|
A wholly owned subsidiary of Tongdow HK
|
Yangzhou Baiyu Venture Capital Co.,Ltd
(“Yangzhou Baiyu VC”)
|
|
A Hong Kong company
Incorporated on April 19, 2021
Engaged in commodity trading business and providing supply chain management services to customers
|
|
A wholly owned subsidiary of Tongdow HK
|
Yangzhou Baiyu Cross-border e-commerce Limited
(“Yangzhou Baiyu”)
|
|
A PRC limited liability company
Incorporated on May 14, 2021
Engaged in commodity trading business and providing supply chain management services to customers
|
|
A wholly owned subsidiary of Yangzhou Baiyu VC
|
|
2.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES
|
|
(a)
|
Basis of presentation
|
The accompanying unaudited condensed consolidated
financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S.
GAAP”). All transactions and balances among the Company and its subsidiaries have been eliminated upon consolidation.
The unaudited interim condensed consolidated
financial information as of September 30, 2021 and for the nine months ended September 30, 2021 and 2020 have been prepared, pursuant
to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures,
which are normally included in annual condensed consolidated financial statements prepared in accordance with US GAAP, have been omitted
pursuant to those rules and regulations. The unaudited interim condensed consolidated financial information should be read in conjunction
with the consolidated financial statements and the notes thereto, included in the Company’s Form 10-K for the fiscal year ended
December 31, 2020 previously filed with the SEC on June 4, 2021.
In the opinion of management, all adjustments
(which include normal recurring adjustments) necessary to present a fair statement of the Company’s unaudited condensed consolidated
financial position as of September 30, 2021 and its unaudited condensed consolidated results of operations for the three months and nine
months ended September 30, 2021 and 2020, and its unaudited condensed consolidated cash flows for the nine months ended September 30,
2021 and 2020, as applicable, have been made. The interim results of operations are not necessarily indicative of the operating results
for the fiscal year or any future periods.
The preparation of these condensed consolidated
financial statements in conformity with the US GAAP requires management to make estimates and judgments that affect the reported amounts
of assets and liabilities, disclosures of contingent assets and liabilities on the date of these condensed consolidated financial statements
and the reported amounts of revenues and expenses during the reporting periods. The Company bases its estimates and judgments on historical
experience and on various other assumptions and information that are believed to be reasonable under the circumstances. Estimates and
assumptions of future events and their effects cannot be perceived with certainty and, accordingly, these estimates may change as new
events occur, as more experience is acquired, as additional information is obtained and as our operating environment changes. Significant
estimates and assumptions made by management include, among others, useful lives and impairment of long-lived assets, collectability
of receivables, including accounts receivable, loans receivable, and amount due from related parties, advances to suppliers, allowance
for doubtful accounts and fair value of goodwill. While the Company believes that the estimates and assumptions used in the preparation
of these condensed consolidated financial statements are appropriate, actual results could differ from those estimates. Estimates and
assumptions are periodically reviewed and the effects of revisions are reflected in the condensed consolidated financial statements in
the period they are determined to be necessary.
|
(b)
|
Convertible promissory notes
|
The Company accounts for its convertible notes
at issuance by allocating the proceeds received among freestanding instruments according to ASC 470, Debt (“ASC 470,”)
based upon their relative fair values. The fair value of debt and common stock is determined based on the closing price of the
common stock on the date of the transaction, and the fair value of warrants, if any, is determined using the Black-Scholes option-pricing
model. Convertible notes are subsequently carried at amortized cost. The fair value of the warrants is recorded as additional
paid-in capital, with a corresponding debt discount from the face amount of the convertible note.
Each convertible note is analyzed for the existence
of a beneficial conversion feature, defined as the fair value of the common stock at the commitment date for the convertible note less
the effective conversion price. Beneficial conversion features are recognized at their intrinsic value, and recorded as an increase to
additional paid-in capital, with a corresponding reduction in the carrying amount of the convertible note (as a debt discount from the
face amount of the convertible note.) The discounts on the convertible notes, consisting of amounts ascribed to warrants and beneficial
conversion features, are amortized to interest expense, using the effective interest method, over the terms of the related convertible
notes. Beneficial conversion features that are contingent upon the occurrence of a future event are recorded when the contingency
is resolved.
Each
convertible note is also analyzed for the existence of embedded derivatives, which may require bifurcation from the convertible note
and separate accounting treatment.
The Company also analyzes the features of its
convertible notes which, when triggered, mandate a downward adjustment to the instrument’s strike price (or conversion price) if
equity shares are issued at a lower price (or equity-linked financial instruments are issued at a lower strike price) than the instrument’s
then-current strike price. The purpose of the feature is typically to protect the instrument’s counterparty from future issuances
of equity shares at a more favorable price.
|
(c)
|
Recent accounting pronouncement
|
In June 2016,
the FASB issued ASU No. 2016-13 (“ASU 2016-13”) “Financial Instruments - Credit Losses” (“ASC 326”):
Measurement of Credit Losses on Financial Instruments” which requires the measurement and recognition of expected credit losses
for financial assets held at amortized cost. ASU 2016-13 replaces the existing incurred loss impairment model with an expected loss model
which requires the use of forward-looking information to calculate credit loss estimates. It also eliminates the concept of other-than-temporary
impairment and requires credit losses related to available-for-sale debt securities to be recorded through an allowance for credit losses
rather than as a reduction in the amortized cost basis of the securities. These changes will result in earlier recognition of credit
losses. In November 2019, the FASB issued ASU 2019-10 “Financial Instruments – Credit Losses (Topic 326), Derivatives
and Hedging (Topic 815), and Leases (Topic 842)” (“ASC 2019-10,”) which defers the effective date of ASU 2016-13
to fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, for public entities which meet
the definition of a smaller reporting company. The Company will adopt ASU 2016-13 effective January 1, 2023. Management is currently
evaluating the effect of the adoption of ASU 2016-13 on the consolidated financial statements. The effect will largely depend on the
composition and credit quality of our investment portfolio and the economic conditions at the time of adoption.
In January 2017, the FASB issued ASU 2017-04,
“Intangibles — Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment,” which simplifies how
an entity is required to test goodwill for impairment by eliminating step two from the goodwill impairment test. Step two of the goodwill
impairment test measures a goodwill impairment loss by comparing the implied fair value of a reporting unit’s goodwill with its
carrying amount. As amended by ASU 2019-10, annual or interim goodwill impairment tests are performed in fiscal years beginning after
December 15, 2022. We do not expect that the adoption of this guidance will have a material impact on our financial position, results
of operations and cash flows.
In August 2020, the FASB issued ASU No. 2020-06
(“ASU 2020-06”) “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts
in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU
2020-06 will simplify the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments
and convertible preferred stock. For public business entities, the amendments in ASU 2020-06 are effective for public entities which
meet the definition of a smaller reporting company are effective for fiscal years, and interim periods within those fiscal years,
beginning after December 15, 2023. The Company will adopt ASU 2020-06 effective January 1, 2022. Management is currently evaluating the
effect of the adoption of ASU 2020-06 on the consolidated financial statements. The effect will largely depend on the composition and
terms of the financial instruments at the time of adoption.
|
3.
|
LOANS
RECEIVABLE FROM THIRD PARTIES
|
|
|
September
30,
2021
|
|
|
December 31,
2020
|
|
|
|
|
|
|
|
|
Loans receivable from third parties
|
|
$
|
103,932,909
|
|
|
$
|
18,432,691
|
|
As of September 30, 2021, the Company has eight
loan agreements compared with four loan agreements on December 31, 2020. The Company provided loans aggregating $99,030,244 for the purpose
of making use of idle cash and maintaining long-term customer relationship and paid back $13,463,633 during the nine months ended September
30, 2021. These loans will mature in October 2021 through December 2021, and charges interest rate of 10.95% per annum on these customers.
Interest income of $1,840,962 and$1,828,080 was
recognized for the three months ended September 30, 2021 and 2020, respectively. Interest income of $6,860,545 and $3,728,093 was recognized
for the nine months ended September 30, 2021 and 2020. As of September 30, 2021 and December 31, 2020, the Company recorded an interest
receivable of $ 1,850,147 and $1,290,864 as reflected under “other current assets” in the unaudited condensed consolidated
balance sheets.
As of September 30, 2021 and December 31,2020
there was no allowance recorded as the Company considers all of the loan receivable fully collectible.
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
Gross carrying amount:
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
20,263,978
|
|
|
$
|
20,117,564
|
|
Software copyright
|
|
|
5,088,352
|
|
|
|
-
|
|
Total
|
|
$
|
25,352,330
|
|
|
$
|
20,117,564
|
|
Accumulative amortization:
|
|
|
|
|
|
|
|
|
Customer relationships
|
|
$
|
(3,012,213
|
)
|
|
$
|
(543,718
|
)
|
Software copyright
|
|
|
(434,584
|
)
|
|
|
-
|
|
Total
|
|
$
|
(3,446,797
|
)
|
|
$
|
(543,718
|
)
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
$
|
21,905,533
|
|
|
$
|
19,573,846
|
|
The Company’s intangible assets consist
of customer relationships, which are recorded in connection with acquisitions at their fair value, and software copyright which are purchased
from the related party Yunfeihu. Intangible assets with estimable lives are amortized, generally on a straight-line basis, over their
respective estimated useful lives of 6.2 years and 6.83 years respectively to their estimated residual values.
For the nine months ended September 30, 2021
and 2020, the Company amortized $2,905,932 and $Nil respectively. No impairment loss was made against the intangible assets during
the nine months ended September 30, 2021.
The estimated amortization expense for these
intangible assets in the next five years and thereafter is as follows:
Period ending September 30, 2021:
|
|
Amount
|
|
2021
|
|
$
|
1,007,763
|
|
2022
|
|
|
4,031,051
|
|
2023
|
|
|
4,031,051
|
|
2024
|
|
|
4,031,051
|
|
2025
|
|
|
4,031,051
|
|
Thereafter
|
|
|
4,773,566
|
|
Total:
|
|
$
|
21,905,533
|
|
|
5.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
Derivative Instruments Not Designated As
Hedge Accounting Treatment
On April 23 2021, Hainan Jianchi Import and Export
Co., Ltd, a subsidiary of the Company, have entered into an contract with CITIC Futures Co., Ltd to deal futures business to hedging
sales and purchase commodity products market price risks. The futures contracts are to trade non-ferrous metal products such as aluminium
ingots, copper, silver, and gold. The contact is a derivative instrument for accounting purposes. The quantities of product in these
agreements offset and are priced at prevailing market prices. The contract does not qualify for hedge accounting treatment. The company
recognized other current asset on fair value $109,551, and the notional amount is about $0.5 million as of September 30, 2021. The
realized gain $243,883 and unrealized loss $1,812 for the three and nine month ended September 30, 2021 were recognized in other income
in the unaudited condensed consolidated statement of operations and comprehensive income (loss).
|
6.
|
CONVERTIBLE
PROMISSORY NOTES
|
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
Convertible notes – principal
|
|
$
|
3,256,240
|
|
|
$
|
-
|
|
Convertible notes – discount
|
|
|
(889,225
|
)
|
|
|
-
|
|
Convertible notes – interest
|
|
|
207,609
|
|
|
|
-
|
|
Convertible notes, net
|
|
$
|
2,574,624
|
|
|
$
|
-
|
|
On January 6, 2021, the Company entered into a
securities purchase agreement with Streeterville Capital, LLC, a Utah limited liability company, pursuant to which the Company issued
an unsecured promissory note in the original principal amount $1,670,000, convertible into shares of common stock, for proceeds of $1,500,000.
The Company recorded a debt discount of $170,000, which is being amortized over 12 months. On July 7, 2021, The Company settled the convertible
note of principal amount $200,000 and issued 260,254 shares of the Company’s common stock on July 8, 2021. On July 16, 2021, the
Company settled convertible notes of principal amount $ 1,590,694 and amortized interests $ 92,499, and issued 1,980,227 shares of the
Company’s common stock on July 19, 2021.
On March 4, 2021, the Company entered into a
securities purchase agreement with Streeterville Capital, LLC, pursuant to which the Company issued an unsecured promissory note in
the original principal amount of $3,320,000, convertible into shares of common stock, for proceeds of $3,000,000. The Company
recorded a debt discount of $320,000, which is being amortized over 12 months. On September 8, 2021,The Company settled the
convertible note of principal amount $300,000 , and issued 488,982 shares of the Company’s common stock on September 15,
2021.
The above two Notes have a maturity date of 12
months with an interest rate of 10% per annum. The Company retains the right to prepay the Note at any time prior to conversion with
an amount in cash equal to 125% of the principal that the Company elects to prepay at any time three months after the issue date, subject
to maximum monthly redemption amount of $187,500 or $375,000 respectively. On or before the close of business on the third trading day
of redemption, the Company should deliver conversion shares via “DWAC” (DTC’s Deposit/Withdrawal at Custodian system).
The Company will be required to pay the redemption amount in cash, or chooses to satisfy a redemption in registered stock or unregistered
stock, such stock shall be issued at 80% of the average of the lowest “VWAP ” (the volume weighted average price of the Common
Stock on the principal market for a particular Trading Day or set of Trading Days) during the fifteen trading days immediately preceding
the redemption notice is delivered.
During the period that these Notes are outstanding,
the Company will reserve from its authorized and unissued shares of common stock more than 5,000,000 shares, free from preemptive rights,
to provide for the issuance of the common stock upon the full conversion of the Notes. The earlier of (i) 45 days after filing of the
PRE14C with SEC, or (ii) May 31,2021 under the assumption of no comments from PRE14C. In the event that the SEC has any comments to the
Company’s PRE14C, the Company agrees to grant an additional 30 days to meet the requirement no later than June 30, 2021. On May
3, outstanding principal amount was increased to $1,790,694 and $3,556,240 or by 7% respectively due to standstill fee application from
the borrower. A modification loss of $356,934 was recognized in the condensed consolidated statement of operations in relation to this
non-substantial notes modification.
Upon evaluation, the Company determined that
the Agreements contained embedded beneficial conversion features which met the definition of Debt with Conversion and Other Options
covered under the Accounting Standards Codification topic 470 (“ASC 470”). According to ASC 470, an embedded beneficial
conversion feature present in a convertible instrument shall be recognized Separately at issuance by allocating a portion of the proceeds
equal to the intrinsic value of that feature to additional paid-in capital. Pursuant to the agreement, the Company shall recognize embedded
beneficial conversion features three months after commitment date of $459,250 and $913,000 respectively. The Company will not recognize
embedded beneficial conversion features until July 2021 due to the effective of standstill agreement. Beneficial conversion features
have been recognized into discount on convertible notes and additional paid-in capital and such discount will be amortized in twelve
months until the notes will be settled. For the three and nine months ended September 30, 2021, the Company have recognize Amortization
of beneficial conversion feature $459,250 and $ 159,775 to profit .
Common stock issued in private placements
On January 7, 2021, the Company entered into
certain securities purchase agreement with two investors, the Chairman and CEO of the Company, Ouyang Renmei and another shareholder
pursuant to which the Company agreed to sell an aggregate of 15,000,000 shares of Common Stock, at a per share market price of $1.63.
The transaction was consummated on January 12, 2021 by issuance of 15,000,000 shares of Common Stock. The Company received proceeds of
$24,450,000 in January 2021.
On August
26, 2021, the Company entered into certain securities purchase agreements with eight investors, the Chairman and CEO of the Company, Ouyang
Renmei and other seven shareholders pursuant to which the Company agreed to sell an aggregate of 16,000,000 shares of Common Stock, at
a per share market price of $1.00. The transaction was consummated on September 22, 2021 by issuance of 16,000,000 shares of Common Stock.
The Company received proceeds of $16,000,000 in September 2021.
On August 26, 2021, the Company entered into
certain securities purchase agreement with three investors pursuant to which the Company agreed to sell an aggregate of 19,000,000 units,
each unit consisting of one share of common stock and warrant to purchase one share, at a price of $1.15 per unit. on September 22, 2021,
the Company issued 19,000,000 shares of Common Stock and received proceeds of $21,850,000 in September 2021 and October 2021.
Common
stock issued pursuant to the conversion of convertible notes
The Company settled convertible notes of $200,000
on July 7, 2021, $1,683,193.1 on July 16, 2021, $300,000 on September 8, 2021, and issued 260,254, 1,980,227, 488,982 shares of the Company’s
common stock on July 8, 2021, July 19, 2021, and September 15, 2021 respectively.
Common stock issued in registered direct
offering
On January 20, 2021, the Company entered into
a securities purchase agreement, pursuant to which the Company agreed to sell to certain investor an aggregate of 478,468 shares of common
stock in a registered direct offering, for gross proceeds of approximately $1.07 million. The Company received proceeds of $834,845 in
January 2021 after deducting the agent commission and other professional fee.
On February 8, 2021, the Company entered into
a securities purchase agreement, pursuant to which the Company agreed to sell to certain investor an aggregate of 775,000 shares of common
stock in a registered direct offering, for gross proceeds of approximately $1.62 million. The Company received proceeds of $1,358,144
in February 2021 after deducting the agent commission and other professional fee.
On July 16, 2021, the Company issued 140,000 shares of the Company’s
common stock as compensation to a PR service provider for increasing the Company’s visibility in the financial news community. The
company recognized 141,400 Share-based payment for service to profit on the basis of the company’ close price on the Nasdaq Capital
Market on July 16, 2021.
Common stocks issued for exercise of warrants
by holders of warrants
On March 10, 2021, the Company entered into certain
waiver and warrant exercise agreements with some institutional investors, which modified (a) 100,000 warrants with an exercise price
of $1.32 originally issued on April 15, 2019 in a common stock private placement and (b) 1,530,000 warrants with an exercise price of
$2.20 originally issued on March 23, 2019 in a common stock private placement. The modification of these warrant agreements lowered the
exercise prices to $0.95 per warrant and $1.17 per warrant, respectively, and allowed the holders to exercise the warrants on a cashless
basis. In March 2021, the holders exercised 1,630,000 warrants on a cashless basis, resulting in the issuance of 808,891 shares of common
stock. The Company recorded the modification and the cashless exercise of the warrants as a reduction of retained earnings, similar to
a dividend, and an increase in additional paid-in capital, using a fair value of $1,439,826, estimated according to “free distribution”
accounting practice.
On March 10, 2021, the Company entered into certain
waiver and warrant exercise agreements with some institutional investors, which modified (a) 100,000 warrants with an exercise price
of $1.32 originally issued on April 15, 2019 in a common stock private placement and (b) 1,530,000 warrants with an exercise price of
$2.20 originally issued on March 23, 2019 in a common stock private placement. The modification of these warrant agreements lowered the
exercise prices to $0.95 per warrant and $1.17 per warrant, respectively, and allowed the holders to exercise the warrants on a cashless
basis. In March 2021, the holders exercised 1,630,000 warrants on a cashless basis, resulting in the issuance of 808,891 shares of common
stock. The Company recorded the modification and the cashless exercise of the warrants as a reduction of retained earnings, similar to
a dividend, and an increase in additional paid-in capital, using a fair value of $1,439,826, estimated according to “free distribution”
accounting practice.
On March 4, 2021, the Company issued 750,000
fully-vested warrants with an exercise price of $0.01, with a five-year life, to an agent who was engaged to complete the warrant waiver
and exercise agreements. The Company applied Black-Scholes model and determined the fair value of the warrants to be $1.7 million. Significant
estimates and assumptions used included stock price on March 4, 2021 of $2.27 per share, risk-free interest rate of one year of 0.08%,
life of 5 years, and volatility of 71.57%.
On April 27, 2021, the Company entered warrant
exercise agreements and received proceeds of $7,500 and issued 750,000 common stock.
Warrants
A summary of warrants activity for the nine months
ended September 30, 2021 was as follows:
|
|
Number of
shares
|
|
|
Weighted
average life
|
|
|
Weighted
average
exercise
price
|
|
|
Intrinsic
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance of warrants outstanding and exercisable as of December 31,
2020
|
|
|
1,903,370
|
|
|
|
3.13 years
|
|
|
$
|
21
|
|
|
|
-
|
|
Granted
|
|
|
19,750,000
|
|
|
|
5 years
|
|
|
|
1.11
|
|
|
|
-
|
|
Exercised
|
|
|
(2,380,000
|
)
|
|
|
|
|
|
$
|
1.48
|
|
|
|
-
|
|
Balance of warrants outstanding and exercisable as
of September 30, 2021
|
|
|
19,273,370
|
|
|
|
4.95 years
|
|
|
$
|
1.43
|
|
|
|
-
|
|
As of September 30, 2021, the Company had 19,273,370
shares of warrants, among which 273,370 shares of warrants were issued to two individuals in private placements, and 19,000,000 shares
of warrants were issued in three private placements closed on September 22, 2021.
In connection with 19,000,000 shares of warrants,
the Company issued warrants to investors to purchase a total of 19,000,000 ordinary shares with a warrant term of five (5) years. The
warrants have an exercise price of $1.15 per share.
The Warrants ended on September 30 2021 are subject
to anti-dilution provisions to reflect stock dividends and splits or other similar transactions, but not as a result of future securities
offerings at lower prices. The warrants did not meet the definition of liabilities or derivatives, and as such they are classified as
equity.
On September 22, 2021, the Company estimated fair value of the 19,000,000
warrants at $5,795,099 using the Black-Scholes valuation model, which took into consideration the underlying price of ordinary shares,
a risk-free interest rate, expected term and expected volatility. As a result, the valuation of the warrant was categorized as Level 3
in accordance with ASC 820, “Fair Value Measurement”.
The key assumptions used in estimates are as follows:
|
|
September 22,
|
|
|
|
2021
|
|
|
|
|
|
Price of underlying stock
|
|
$
|
0.69
|
|
Terms of warrants (in months)
|
|
|
60.0
|
|
Exercise price
|
|
$
|
1.15
|
|
Risk free rate of interest
|
|
|
0.86
|
%
|
Dividend yield
|
|
|
0.00
|
|
Annualized volatility of underlying stock
|
|
|
67.43
|
%
|
|
8.
|
EARNINGS (LOSS)
PER SHARE
|
Basic earnings (loss) per share is computed by
dividing the net profit or loss by the weighted average number of common shares outstanding during the period. Diluted income per share
is calculated by dividing net income attributable to common shares by the weighted average number of common and dilutive common equivalents
shares outstanding during the period. Common equivalents shares consist of shares issuable upon the conversion of convertible notes using
the if-converted method.
The number of warrants is excluded from the computation
as the anti-dilutive effect.
The following table sets forth the computation
of basic and diluted loss per common share for the nine months ended September 30, 2021 and 2020 respectively:
|
|
For the
nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Net loss attributable to TD Holdings, Inc.’s Stockholders
|
|
$
|
(722,805
|
)
|
|
$
|
(5,263,096
|
)
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding-Basic
|
|
|
97,406,331
|
|
|
|
43,695,789
|
|
Weighted Average Shares Outstanding-Diluted
|
|
|
103,936,966
|
|
|
|
43,695,789
|
|
Net loss per share - basic and diluted
|
|
|
|
|
|
|
|
|
Earnings (loss) per share- basic
|
|
$
|
(0.01
|
)
|
|
$
|
(0.12
|
)
|
Earnings (loss) per share- diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.12
|
)
|
Earnings (loss) per share continuing - basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.03
|
)
|
Earnings (loss) per share discontinued - basic and diluted
|
|
$
|
-
|
|
|
$
|
(0.09
|
)
|
|
|
For the
Three Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to TD Holdings, Inc.’s Stockholders
|
|
$
|
457,615
|
|
|
$
|
546,801
|
|
|
|
|
|
|
|
|
|
|
Weighted Average Shares Outstanding-Basic
|
|
|
102,091,312
|
|
|
|
58,625,143
|
|
Weighted Average Shares Outstanding-Diluted
|
|
|
108,621,947
|
|
|
|
58,625,143
|
|
Net loss per share - basic and diluted
|
|
|
|
|
|
|
|
|
Earnings (loss) per share- basic
|
|
$
|
0.00
|
|
|
$
|
0.01
|
|
Earnings (loss) per share- diluted
|
|
$
|
0.00
|
|
|
$
|
0.01
|
|
Earnings (loss) per share continuing - basic and diluted
|
|
$
|
0.00
|
|
|
$
|
0.06
|
|
Earnings (loss) per share discontinued - basic and diluted
|
|
$
|
-
|
|
|
$
|
(0.05
|
)
|
Effective January 1, 2008, the New Taxation Law
of PRC stipulates that domestic enterprises and foreign invested enterprises (the “FIEs”) are subject to a uniform tax rate
of 25%. Under the PRC tax law, companies are required to make quarterly estimate payments based on 25% tax rate; companies that received
preferential tax rates are also required to use a 25% tax rate for their installment tax payments. The overpayment, however, will not
be refunded and can only be used to offset future tax liabilities.
The Company evaluates the level of authority for
each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures
the unrecognized benefits associated with the tax positions. For the nine months ended September 30, 2021, the Company had no unrecognized
tax benefits. Due to uncertainties surrounding future utilization, the Company estimates there will not be sufficient future income to
realize the deferred tax assets for certain subsidiaries and a VIE. As of September 30, 2021 and December 31, 2020, the Company had deferred
tax assets of $ 4,134,319 and $4,452,837, respectively. The Company maintains a full valuation allowance on its net deferred tax assets
as of September 30, 2021.
The Company does not anticipate any significant
increase to its liability for unrecognized tax benefit within the next 12 months. The Company will classify interest and penalties related
to income tax matters, if any, in income tax expense.
For the nine months ended September 30, 2021 and 2020, the Company
had current income tax expenses of $ 1,461,884 and $1,573,531, respectively, and deferred income tax benefit of $ 617,582 in the connection
of intangible assets generated from Baiyu acquisition, and $nil, respectively.
The Company accounts for uncertainty in income
taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position
for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be
sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit
as the largest amount that is more than 50% likely of being realized upon settlement. Interest and penalties related to uncertain tax
positions are recognized and recorded as necessary in the provision for income taxes. The Company is subject to income taxes in the PRC.
According to the PRC Tax Administration and Collection Law, the statute of limitations is three years if the underpayment of taxes is
due to computational errors made by the taxpayer or the withholding agent. The statute of limitations is extended to five years under
special circumstances, where the underpayment of taxes is more than RMB 100,000. In the case of transfer pricing issues, the statute
of limitation is ten years. There is no statute of limitation in the case of tax evasion. There were no uncertain tax positions as of
September 30, 2021 and December 31, 2020 and the Company does not believe that its unrecognized tax benefits will change over the next
twelve months.
|
10.
|
RELATED
PARTY TRANSACTIONS AND BALANCES
|
|
1)
|
Nature
of relationships with related parties
|
Name
|
|
Relationship
with the Company
|
Shenzhen Qianhai Baiyu Supply Chain Co., Ltd.
(“Qianhai Baiyu”)
|
|
Controlled by Mr. Zhiping Chen, the legal representative of Huamucheng, prior to March 31, 2020
|
Guangzhou Chengji Investment Development Co., Ltd.
(“Guangzhou Chengji”)
|
|
Controlled by Mr. Weicheng Pan, who is an independent director of the Company.
|
Yunfeihu International E-commerce Group Co., Ltd
(“Yunfeihu”)
|
|
An affiliate of the Company, over which an immediate family member of Chief Executive Officer owns equity interest and plays a role of director and senior management
|
Shenzhen Tongdow International Trade Co., Ltd.
(“TD International Trade”)
|
|
Controlled by an immediate family member of Chief Executive Officer of the Company
|
Beijing Tongdow E-commerce Co., Ltd.
(“Beijing TD”)
|
|
Wholly owned by Tongdow E-commerce Group Co., Ltd. which is controlled by an immediate family member of Chief Executive Officer of the Company
|
Shanghai Tongdow Supply Chain Management Co., Ltd.
(“Shanghai TD”)
|
|
Controlled by an immediate family member of Chief Executive Officer of the Company
|
Guangdong Tongdow Xinyi Cable New Material Co., Ltd.
(“Guangdong TD”)
|
|
Controlled by an immediate family member of Chief Executive Officer of the Company
|
Yangzhou Tongdow E-commerce Co., Ltd.
(“Yangzhou TD”)
|
|
Controlled by an immediate family member of Chief Executive Officer of the Company
|
Tongdow (Zhejiang) Supply Chain Management Co., Ltd.
(“Zhejiang TD”)
|
|
Controlled by an immediate family member of Chief Executive Officer of the Company
|
Shenzhen Meifu Capital Co., Ltd. (“Shenzhen Meifu”)
|
|
Controlled by Chief Executive Officer of the Company
|
Shenzhen Tiantian Haodian Technology Co., Ltd. (“TTHD”)
|
|
Wholly owned by Shenzhen Meifu
|
Guotao Deng
|
|
Legal representative of Huamucheng before December 31, 2019
|
Hainan Tongdow International Trade Co.,Ltd.(“Hainan TD”)
|
|
Controlled by the same ultimate parent company
|
Yunfeihu modern logistics Co.,Ltd (“Yunfeihu Logistics”)
|
|
Controlled by the same ultimate parent company
|
Shenzhen Tongdow Jingu Investment Holding Co.,Ltd (“Shenzhen Jingu”)
|
|
Controlled by an immediate family member of Chief Executive Officer of the Company
|
Tongdow E-commerce Group Co.,Ltd (“TD E-commerce”)
|
|
Controlled by an immediate family member of Chief Executive Officer of the Company
|
|
|
|
Fujian Pan
|
|
Shareholder of TD Holdings Inc
|
|
2)
|
Balances
with related parties
|
|
-
|
Due
from related parties
|
As of September 30, 2021 and December 31, 2020,
the balances with related parties were as follows:
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
|
|
|
|
|
|
|
TD International Trade (i)
|
|
$
|
-
|
|
|
$
|
4,592,698
|
|
Yangzhou TD (i)
|
|
|
-
|
|
|
|
3,041,180
|
|
Zhejiang TD (i)
|
|
|
-
|
|
|
|
8,734,024
|
|
Yunfeihu (ii)
|
|
|
12,083,999
|
|
|
|
19,830,214
|
|
TTHD (ii)
|
|
|
-
|
|
|
|
19,640,929
|
|
Total due from related parties
|
|
$
|
12,083,999
|
|
|
$
|
55,839,045
|
|
(i)
|
The balance due from TD
International Trade, Yangzhou TD and Zhejiang TD represented prepayments for commodity metal products.
|
|
|
(ii)
|
The balance due from Yunfeihu
represented loans provided to the related party. Both the principal and interest will be due in December 2021, with an interest rate
of 10.95% per annum.
|
|
|
|
The balance due from TTHD
represented loans provided to the related party. Both the principal and interest will be due in December 2021, with an interest rate
of 10.95% per annum.
|
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
|
|
|
|
|
|
|
Guangzhou Chengji
|
|
$
|
-
|
|
|
$
|
1,878,511
|
|
Yunfeihu (1)
|
|
|
-
|
|
|
|
4,235,680
|
|
Guangdong TD (1)
|
|
|
-
|
|
|
|
612,313
|
|
Shenzhen Meifu (1)
|
|
|
-
|
|
|
|
317,637
|
|
Beijing TD (1)
|
|
|
93
|
|
|
|
300,992
|
|
Other related parties
|
|
|
22,785
|
|
|
|
888
|
|
Total due to related parties
|
|
$
|
22,878
|
|
|
$
|
7,346,021
|
|
|
(1)
|
The balance due to Yunfeihu, Guangdong TD, Shenzhen Meifu and Beijing TD represents the advance from these four related parties for supply chain management services.
|
|
3)
|
Transactions
with related parties
|
For the three and nine months ended September
30, 2021, the Company generated revenues from below related party customers:
|
|
For the
Three Months Ended
September 30,
|
|
|
For the
nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Revenue from sales of commodity products
|
|
|
|
|
|
|
|
|
|
|
|
|
Yunfeihu
|
|
$
|
1,365,823
|
|
|
$
|
-
|
|
|
$
|
21,650,752
|
|
|
$
|
1,921,586
|
|
Yangzhou TD
|
|
|
-
|
|
|
|
958,108
|
|
|
|
1,641,702
|
|
|
|
958,108
|
|
TD International Trade
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
695,715
|
|
|
|
|
1,365,823
|
|
|
|
958,108
|
|
|
|
23,292,454
|
|
|
|
3,575,409
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue from supply chain management services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Yunfeihu
|
|
|
-
|
|
|
|
1,353,735
|
|
|
|
-
|
|
|
|
1,424,331
|
|
TD International Trade
|
|
|
-
|
|
|
|
418,047
|
|
|
|
-
|
|
|
|
418,047
|
|
Guangdong TD
|
|
|
-
|
|
|
|
269,788
|
|
|
|
-
|
|
|
|
269,788
|
|
Total revenues generated from related parties
|
|
$
|
1,365,823
|
|
|
$
|
2,041,570
|
|
|
$
|
23,292,454
|
|
|
$
|
2,112,166
|
|
|
-
|
Purchases
from a related party
|
For the nine months ended September 30, 2021
and 2020, the Company purchased commodity products from below related party vendors:
|
|
For the
Three Months Ended
September 30,
|
|
|
For the
nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
Purchase of commodity products
|
|
|
|
|
|
|
|
|
|
|
|
|
Yunfeihu
|
|
$
|
-
|
|
|
$
|
943,553
|
|
|
$
|
1,641,313
|
|
|
$
|
943,553
|
|
Zhejiang TD
|
|
|
-
|
|
|
|
-
|
|
|
|
7,950,545
|
|
|
|
-
|
|
Hainan TD
|
|
|
-
|
|
|
|
-
|
|
|
|
3,689,710
|
|
|
|
-
|
|
TD International Trade
|
|
|
-
|
|
|
|
-
|
|
|
|
1,121,345
|
|
|
|
1,256,218
|
|
Yangzhou TD
|
|
|
1,173,364
|
|
|
|
2,666,086
|
|
|
|
7,974,732
|
|
|
|
2,666,086
|
|
|
|
$
|
1,173,364
|
|
|
$
|
3,609,639
|
|
|
$
|
22,377,645
|
|
|
$
|
4,865,857
|
|
For the three months and nine months ended September
30, 2021, the Company purchased copyright software of $5,107,410 from “Yunfeihu”.
|
11.
|
DISCONTINED
OPERATION
|
On August 28, 2020 when the Company closed disposition
of HC High Summit Limited, the Company’s used luxurious car leasing business met all the conditions required in order to be classified
as a discontinued operation. Accordingly, the operating results of used luxurious car leasing business are reported as a loss from discontinued
operations in the accompanying consolidated financial statements for all periods presented. In addition, the assets and liabilities related
to our used luxurious car leasing business are reclassified as assets and liabilities of discontinued operations in the condensed consolidated
balance sheets at September 30, 2020.
The summarized operating results of the discontinued
operation included in the Company’s unaudited interim condensed consolidated statements of operations consist of the following:
|
|
For the
nine months ended
September 30,
2020
|
|
Revenues
|
|
$
|
13,946
|
|
Cost of revenues
|
|
|
323,608
|
|
Gross loss
|
|
|
(309,662
|
)
|
|
|
|
|
|
Operating expenses
|
|
|
175,961
|
|
Other expense
|
|
|
3,056,184
|
|
Loss before income taxes
|
|
|
(3,541,807
|
)
|
|
|
|
|
|
Income taxes
|
|
|
-
|
|
Net loss from discontinued operations
|
|
$
|
(3,541,807
|
)
|
|
12.
|
COMMITMENTS
AND CONTINGENCIES
|
The Company leases offices which are classified
as operating leases in accordance with Topic 842. Under Topic 842, lessees are required to recognize the following for all leases (with
the exception of short-term leases) on the commencement date: (i) lease liability, which is a lessee’s obligation to make lease
payments arising from a lease, measured on a discounted basis; and (ii) right-of-use asset, which is an asset that represents the lessee’s
right to use, or control the use of, a specified asset for the lease term. Leases with initial term of 12 months or less are not recorded
on the balance sheet.
As of September 30, 2021, the Company had one
lease arrangement with an unrelated third party with a monthly rental fee of approximately $7,710. The lease term was within 12 months,
which will be due in August 2022. As of the date of this report, the Company cannot reasonably assess whether it will renew the lease
term.
Lease expenses for the three months ended September
30, 2021 and 2020 were $38,468 and $79,098, respectively. Lease expenses for the nine months ended September 30, 2021 and 2020 were $85,476 and $234,744, respectively.
On February 3, 2015, a purported shareholder
Kiran Kodali filed a putative shareholder derivative complaint against the Company, alleging that the Company and its former officers
and directors violated their fiduciary duties, grossly mismanaged the Company and were unjustly enriched based upon the transfer that
was the subject of the Internal Review and other grounds substantially similar to those asserted in the class action complaints.
On July 16, 2019, the Company received a copy
of the final order and judgment that the Court entered on July 11, 2019, approving the settlement set forth in the Stipulation. The Stipulation
provides for dismissal of the Derivative Action as to the Company and the Individual Defendants, and the Company agrees to adopt or maintain
certain corporate governance reforms for at least three years. The Stipulation also provides for attorneys’ fees and expenses to
be paid by the Individual Defendants’ insurance carriers to plaintiffs’ counsel.
|
b
|
2017
Arbitration with Sorghum
|
On December 21, 2017, the Company delivered notice
(“Notice”) to Sorghum notifying Sorghum that certain recent actions of Sorghum constituted breaches of Sorghum’s covenants
under the Exchange Agreement. Specifically, we believe that Sorghum is in breach of Section 6.9 (a and Section 6.11 (b of the Exchange
Agreement which required Sorghum to use commercially reasonable efforts and to cooperate fully with the other parties to consummate the
transactions contemplated by the Exchange Agreement and to make its directors, officers and employees available in connection with responding
in a timely manner to SEC comments. According to the terms of the Exchange Agreement, the Company is entitled to terminate the Exchange
Agreement if the breach is not cured within twenty (20 days after the Notice is provided to Sorghum.
On January 25, 2018, the Company filed an arbitration
demand (“Arbitration Demand” with the American Arbitration Association (“AAA”) against Sorghum in connection
with Sorghum’s breach of the Exchange Agreement.
On July 30, 2018, Arbitrator entered a reasoned
award, accepting the Company’s proposal for resolution, awarding the Company damages of $1,436,522 against Sorghum and denying
Sorghum’s Counterclaim against the Company in its entirety with prejudice. Sorghum has sought to vacate the arbitration award by
filing a petition to vacate the arbitration award in the Supreme Court for the State of New York, New York County. The Court heard the
Company and Sorghum’s arguments on May 1, 2019, and entered an order vacating the arbitration award. The Company vigorously opposed
and moved to confirm the arbitration award on May 6, 2019. On June 5, 2019, the Company filed a notice of appeal with the New York Supreme
Court Appellate Division First Department. The appeal was scheduled to be mediated on November 20, 2019. On November 15, 2019, the Company
withdrew its appeal filed June 5, 2019, upon the stipulation of the parties and accordingly, the arbitration award is deemed to be vacated.
|
c
|
2018
Court Matter with Shanghai Nonobank Financial Information Service Co. Ltd.
|
On August 2, 2018, the Company became party to
an action filed by Shanghai Nonobank Financial Information Service Co. Ltd. (“Plaintiff”) in the Supreme Court for the State
of New York, New York County (“NY Supreme Court” (Index No. 653834/2018 (the “Action”). Plaintiff’s complaint
seeks to recover approximately $3.5 million of Plaintiff’s funds that were allegedly required to be held in escrow in New York
pursuant to an agreement by and between Plaintiff, Yang Jie and Yi Lin (the “Complaint”). Plaintiff has alleged that the
funds were required to be held in escrow in a New York attorney trust account pending the alleged consummation of a merger between Plaintiff’s
parent company and the Company. Plaintiff alleged two causes of action against the Company for fraud/fraudulent inducement and conversion.
On August 30, 2018, the Company filed a motion to dismiss Plaintiff’s causes of action against the Company. The Court has scheduled
oral arguments on the Company’s motion to dismiss for May 1, 2019.
On July 15, 2019, the Company received a copy
of the decision and order the Court entered on July 12, 2019, granting the Company’s motion to dismiss the Complaint in its entirety
as against the Company without prejudice, with costs and disbursements to the Company as taxed by the Clerk of the Court, and the Clerk
is directed to enter judgment accordingly in favor of the Company.
|
d
|
2020
Court Matter with Harrison Fund
|
On April 6, 2020, the Company filed a law suit
against Harrison Fund, LLC (“Harrison Fund”) in the United States District Court for the Northern District of California
(the “District Court”) (Case No. 3:20-cv-2307). The Company had invested $1,000,000 in Harrison Fund around May 2019. However,
Harrison Fund had been reluctant to disclose related investment information to the Company and it was discovered that certain information
presented on Harrison Fund’s brochure appeared to be problematic. The Company demanded a return of its investment from Harrison
Fund. When the Company failed to obtain a response from Harrison Fund, it filed the complaint against Harrison Fund seeking to recover
the $1,000,000 investment.
Due to the uncertainty arising from this pending
legal proceeding, a full impairment has been applied against the Company’s investment in financial products.
|
13.
|
RISKS
AND UNCERTAINTIES
|
Financial instruments that are potentially subject
to credit risk consist principally of trade receivables and advances to suppliers. The Company believes the concentration of credit risk
in its trade receivables and advances to suppliers is substantially mitigated by its ongoing credit evaluation process and relatively
short collection terms. The Company does not generally require collateral from customers. The Company evaluates the need for an allowance
for doubtful accounts based upon factors surrounding the credit risk of specific customers, historical trends and other information.
All of the Company’s cash is maintained with banks within the People’s Republic of China of which no deposits are covered
by insurance. The Company has not experienced any losses in such accounts. The Company performs ongoing credit evaluations of its customers
and key suppliers to help further reduce credit risk.
The Company is also exposed to liquidity risk
which is risk that it is unable to provide sufficient capital resources and liquidity to meet its commitments and business needs. Liquidity
risk is controlled by the application of financial position analysis and monitoring procedures. When necessary, the Company will turn
to other financial institutions and the owners to obtain short-term funding to meet the liquidity shortage.
|
(3)
|
Foreign
currency risk
|
The Company’s financial information is
presented in U.S. dollars (“USD”). The functional currency of the Company is the Chinese Yuan, Renminbi (“RMB”),
the currency of the PRC. Any transactions which are denominated in currencies other than RMB are translated into RMB at the exchange
rate quoted by the People’s Bank of China prevailing at the dates of the transactions, and exchange gains and losses are included
in the statements of operations as foreign currency transaction gain or loss. The consolidated financial statements of the Company have
been translated into U.S. dollars in accordance with ASC 830, “Foreign Currency Matters”. The financial information is first
prepared in RMB and then is translated into U.S. dollars at period-end exchange rates for assets and liabilities and average exchange
rates for revenue and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.
The effects of foreign currency translation adjustments are included as a component of accumulated other comprehensive income in stockholder’s
equity. Cash flows from the Company’s operations are calculated based upon the local currencies using the average translation rate.
As a result, amounts related to assets and liabilities reported on the statements of cash flows will not necessarily agree with changes
in the corresponding balances on the balance sheets. The value of RMB is subject to changes in central government policies and to international
economic and political developments affecting supply and demand in the China Foreign Exchange Trading System market. Where there is a
significant change in value of RMB, the gains and losses resulting from translation of financial statements of a foreign subsidiary will
be significant affected.
|
|
September 30,
2021
|
|
|
December 31,
2020
|
|
|
|
|
|
|
|
|
|
|
Balance sheet items, except for equity accounts
|
|
|
6.4854
|
|
|
|
6.5326
|
|
|
|
For the
nine Months Ended
September 30,
|
|
|
|
2021
|
|
|
2020
|
|
|
|
|
|
|
|
|
Items in the statements of operations, comprehensive loss and statements of cash flows
|
|
|
6.4702
|
|
|
|
7.0339
|
|
Transactions denominated in currencies other
than the functional currency are translated into prevailing functional currency at the exchange rates prevailing at the dates of the
transactions. The resulting exchange differences are included in the consolidated statements of comprehensive loss.
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(4)
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Economic
and political risks
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The Company’s operations are conducted
in the PRC. Accordingly, the Company’s business, financial condition and results of operation may be influenced by the political,
economic and legal environment in the PRC, and by the general state of the PRC economy. In light of the uncertain and rapidly evolving
situation relating to the spread of the coronavirus (COVID-19), we have taken temporary precautionary measures intended to help minimize
the risk of the virus to our employees, our customers, and the communities in which we participate, which could negatively impact our
business. To this end, we are evaluating alternative working arrangements, including requiring all employees to work remotely, and we
have suspended all non-essential travel for our employees and limiting in-person work-related meetings.
In addition, with the extended Chinese business
shutdowns that resulted from the outbreak of COVID-19, we may experience delays or the inability to service our customers on a timely
basis in our commodities trading business. The disruptions to our supply chain and business operations, or to our suppliers’ or
customers’ supply chains and business operations, could include disruptions from the closure of our luxury car rental facilities,
interruptions in the supply of commodities, personnel absences, and restrictions on the luxury car rental services or delivery and storage
of commodities, any of which could have adverse ripple effects on our luxurious car leasing business and our commodities trading business.
If we need to close any of our facilities or a critical number of our employees become too ill to work, our ability to provide our products
and services to our customers could be materially adversely affected in a rapid manner. Similarly, if our customers experience adverse
business consequences due to COVID-19, or any other pandemic, demand for our products and services could also be materially adversely
affected in a rapid manner. Global health concerns, such as COVID-19, could also result in social, economic, and labor instability in
the localities in which we or our suppliers and customers operate within China.
While the potential economic impact brought by
and the duration of COVID-19 may be difficult to assess or predict, a widespread pandemic could result in significant disruption of global
financial markets, reducing our ability to access capital, which could in the future negatively affect our liquidity. In addition, a
recession or market correction resulting from the spread of COVID-19 could materially affect our business and the value of our common
stock. While it is too early to tell whether COVID-19 will have a material effect on our business over time, we continue to monitor the
situation as it unfolds. The extent to which COVID-19 affects our results will depend on many factors and future developments, including
new information about COVID-19 and any new government regulations which may emerge to contain the virus, among others.
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(5)
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Risks
related to industry
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The Company sells precious products to customers
through our industrial relationship. Sales contracts are entered into with each individual customer. The Company is the principal under
the precious metal direct sales model as the Company controls the products with the ability to direct the use of, and obtain substantially
all the remaining benefits from the precious metal products before they are sold to its customers. The Company has a single performance
obligation to sell metal products to the buyers. Revenue for precious metal trading under direct sales model is recognized at a point
in time when the single performance obligation is satisfied when the products are delivered to the customer. We are under the risk of
economic environment in general and specific to the precious metal industry and to China as well as changes to the existing governmental
regulations.
Commodity trading in China is subject to seasonal
fluctuations, which may cause our revenues to fluctuate from quarter to quarter. We generally experience less user traffic and purchase
orders during national holidays in China, particularly during the Chinese New Year holiday season in the first quarter of each year.
Consequently, the first quarter of each calendar year generally contributes the smallest portion of our annual revenues. Furthermore,
as we are substantially dependent on sales of precious metal, our quarterly revenues and results of operations are likely to be affected
by price fluctuation under macroeconomic circumstance these years.
As our revenues have grown rapidly in recent
years, these factors are difficult to discern based on our historical results, which, therefore, should not be relied on to predict our
future performance. Our financial condition and results of operations for future periods may continue to fluctuate. As a result, the
trading price of our stock may fluctuate from time to time due to seasonality.
(1)
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Convertible
Note Issuance
|
On October 4, 2021, the Company entered into a securities purchase
agreement with Atlas Sciences, LLC, a Utah limited liability company, pursuant to which the Company issued the Investor an unsecured promissory
note on October 4, 2021 in the original principal amount of $2,220,000, convertible into shares of the Company’s common stock, for
$2,000,000 in gross proceeds.
The Note bears interest at a rate of 10% per annum compounding daily.
All outstanding principal and accrued interest on the Note will become due and payable twelve months after the purchase price of the Note
is delivered by Purchaser to the Company. The Note includes an original issue discount of $200,000 along with $20,000 for Investor’s
fees, costs and other transaction expenses incurred in connection with the purchase and sale of the Note.
(2)
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Settlement
of Convertible Notes
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The Company settled convertible notes of $250,000
on October 15, 2021, $400,000 on October 26, 2021, $100,000 on October 29, 2021, $350,000 on November 1, 2021 and $400,000 on November
9, 2021, and issued 525,652, 875,350, 218,838, 765,931, and 875,350 shares of the Company’s common stock on October 18, 2021, October
28, 2021, November 2, 2021, November 3, 2021, and November 9, 2021, respectively.
(3)
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November
Private Placement
|
On November 5, 2021, the Company entered into
a certain securities purchase agreement with Mr. Shuxiang Zhang and Huiwen Hu, affiliates of the Company, and certain other non-affiliate
purchasers whom are non-U.S. Persons, pursuant to which the Company agreed to sell an aggregate of 65,000,000 shares of its common stock,
at a per share purchase price of $0.70. The gross proceeds to the Company from the Common Stock Offering will be $45.5 million. Since
Ms. Hu and Mr. Zhang are affiliates of the Company, the Common Stock Offering has been approved by the Audit Committee of the Board of
Directors of the Company as well as the Board of Directors of the Company.