PART
I
Item
1. Identity of Directors, Senior Management and Advisers
Not
applicable for annual reports on Form 20-F.
Item
2. Offer Statistics and Expected Timetable
Not
applicable for annual reports on Form 20-F.
Item
3. Key Information
|
A.
|
Selected
Financial Data.
|
In the table below, we provide you with
summary financial data of our company. The selected consolidated statement of income and other comprehensive income data for the
years ended December 31, 2017, 2018 and 2019 and the selected consolidated balance sheet data as of December 31, 2018 and 2019
are derived from our audited consolidated financial statements, which are included elsewhere in this annual report. The selected
consolidated statement of income and comprehensive income data for the year ended December 31, 2015 and the selected consolidated
balance sheet data as of December 31, 2015 and 2016 are derived from our audited consolidated financial statements, which are
not included in this annual report. Historical results are not necessarily indicative of the results that may be expected for
any future period. When you read this historical selected financial data, it is important that you read it along with the historical
statements and notes and “Operating and Financial Review and Prospects” included elsewhere in this annual report.
Selected
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Statement
of Income and Other
|
|
For
The Years Ended December 31,
|
|
Comprehensive
Income Data
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
(In U.S.
dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
net revenues
|
|
$
|
173,409,113
|
|
|
$
|
141,433,641
|
|
|
$
|
88,971,787
|
|
|
$
|
72,731,706
|
|
|
$
|
59,350,721
|
|
Cost
of revenues
|
|
|
134,504,540
|
|
|
|
102,567,896
|
|
|
|
65,562,563
|
|
|
|
53,098,552
|
|
|
|
46,891,617
|
|
Gross
profit
|
|
|
38,904,573
|
|
|
|
38,865,745
|
|
|
|
23,409,224
|
|
|
|
19,633,154
|
|
|
|
12,459,104
|
|
Total
operating expenses
|
|
|
26,318,771
|
|
|
|
21,329,908
|
|
|
|
14,766,524
|
|
|
|
11,082,106
|
|
|
|
7,259,279
|
|
Income
from operations
|
|
|
12,585,802
|
|
|
|
17,535,837
|
|
|
|
8,642,700
|
|
|
|
8,551,048
|
|
|
|
5,199,825
|
|
Other
income and (expenses)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government
grants
|
|
|
1,825,402
|
|
|
|
1,709,297
|
|
|
|
1,885,340
|
|
|
|
801,125
|
|
|
|
1,027,581
|
|
Other
income
|
|
|
1,547,788
|
|
|
|
552,205
|
|
|
|
175,995
|
|
|
|
479,387
|
|
|
|
225,306
|
|
Other
expense
|
|
|
(202,688
|
)
|
|
|
(124,370
|
)
|
|
|
(331,641
|
)
|
|
|
(55,003
|
)
|
|
|
(124,473
|
)
|
Interest
expense
|
|
|
(190,808
|
)
|
|
|
(404,958
|
)
|
|
|
(1,609
|
)
|
|
|
(50,383
|
)
|
|
|
(278,363
|
)
|
Total
other income
|
|
|
2,979,694
|
|
|
|
1,732,174
|
|
|
|
1,728,085
|
|
|
|
1,175,126
|
|
|
|
850,051
|
|
Income
before provision for income taxes
|
|
|
15,565,496
|
|
|
|
19,268,011
|
|
|
|
10,370,785
|
|
|
|
9,726,174
|
|
|
|
6,049,876
|
|
Income
tax provision
|
|
|
2,391,371
|
|
|
|
2,966,880
|
|
|
|
1,255,654
|
|
|
|
1,448,923
|
|
|
|
1,275,633
|
|
Net
income
|
|
|
13,174,125
|
|
|
|
16,301,131
|
|
|
|
9,115,131
|
|
|
|
8,277,251
|
|
|
|
4,774,243
|
|
Net
income attributable to noncontrolling interest
|
|
|
118,114
|
|
|
|
208,593
|
|
|
|
341,672
|
|
|
|
-
|
|
|
|
-
|
|
Net
income attributable to China Customer Relations Centers, Inc.
|
|
|
13,056,011
|
|
|
|
16,092,538
|
|
|
|
8,773,459
|
|
|
|
8,277,251
|
|
|
|
4,774,243
|
|
Earnings
per common share attributable to China Customer Relations Centers, Inc. – basic and fully diluted
|
|
$
|
0.71
|
/0.71
|
|
$
|
0.88
|
/0.88
|
|
$
|
0.48
|
/0.48
|
|
$
|
0.45
|
/0.45
|
|
$
|
0.30/0.30
|
|
|
|
As of December 31,
|
|
Selected Balance Sheet Data
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
|
2016
|
|
|
2015
|
|
(In U.S. dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
25,328,486
|
|
|
$
|
24,419,912
|
|
|
$
|
18,628,365
|
|
|
$
|
15,947,268
|
|
|
$
|
13,623,849
|
|
Total current assets
|
|
|
74,543,209
|
|
|
|
58,939,783
|
|
|
|
45,867,354
|
|
|
|
32,385,492
|
|
|
|
25,385,177
|
|
Total non-current assets
|
|
|
24,019,533
|
|
|
|
12,268,122
|
|
|
|
10,069,477
|
|
|
|
5,338,137
|
|
|
|
5,624,155
|
|
Total assets
|
|
|
98,562,742
|
|
|
|
71,207,905
|
|
|
|
55,936,831
|
|
|
|
37,723,629
|
|
|
|
31,009,332
|
|
Total current liabilities
|
|
|
27,043,612
|
|
|
|
17,889,549
|
|
|
|
15,823,091
|
|
|
|
9,220,397
|
|
|
|
9,245,817
|
|
Total non-current liabilities
|
|
|
6,068,702
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Total liabilities
|
|
|
33,112,314
|
|
|
|
17,889,549
|
|
|
|
15,823,091
|
|
|
|
9,220,397
|
|
|
|
9,245,817
|
|
Total equity
|
|
|
65,450,428
|
|
|
|
53,318,356
|
|
|
|
40,113,740
|
|
|
|
28,503,232
|
|
|
|
21,763,515
|
|
Total liabilities and equity
|
|
$
|
98,562,742
|
|
|
$
|
71,207,905
|
|
|
$
|
55,936,831
|
|
|
$
|
37,723,629
|
|
|
$
|
31,009,332
|
|
Exchange
Rate Information
Our business is conducted in China, and
the financial records of WFOE and Taiying are maintained in RMB, their functional currency. However, we use the U.S. dollar as
our reporting currency; therefore, periodic reports made to shareholders will include current period amounts translated into U.S.
dollars using the then-current exchange rates, for the convenience of the readers. Our financial statements have been translated
into U.S. dollars in accordance with Accounting Standards Codification (“ASC”) 830-10, “Foreign Currency Matters.”
We have translated our asset and liability accounts using the exchange rate in effect at the balance sheet date. We translated
our statements of operations using the average exchange rate for the period. We reported the resulting translation adjustments
under other comprehensive income. Unless otherwise noted, we have translated balance sheet amounts with the exception of equity
at December 31, 2019 at RMB 6.9668 to $1.00 as compared to RMB 6.8764 to $1.00 at December 31, 2018. The average translation
rates applied to income statement accounts for the years ended December 31, 2019, 2018 and 2017 were RMB 6.9072, RMB 6.6146
and RMB 6.7570, respectively.
We
make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as
the case may be, at any particular rate, or at all. The Chinese government imposes control over its foreign currency reserves
in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. The
Company does not currently engage in currency hedging transactions.
|
B.
|
Capitalization
and indebtedness.
|
Not
applicable for annual reports on Form 20-F.
|
C.
|
Reasons
for Offer and use of Proceeds.
|
Not
applicable for annual reports on Form 20-F.
Risks
Related to Our Business
We may incur losses resulting from business interruptions
resulting from occurrence of natural disasters, health epidemics and other outbreaks or events.
Our operations may be damaged in natural
disasters such as earthquakes, floods, heavy rains, sand storms, tsunamis and cyclones, or other events such as fires. Such natural
disasters or other events may lead to disruption of information systems and telephone service for sustained periods. Also, our
business operations could be disrupted by health epidemics, such as the COVID-19, which broke out in January 2020. A prolonged
outbreak of such illness or other adverse public health developments in China or elsewhere in the world could have a material adverse
effect on our business operations. In addition, our results of operations could be adversely affected to the extent that any natural
disaster or health epidemic harms the Chinese economy in general.
We
are likely to depend on third-party software, systems and services and an interruption in the services could have a material adverse
effect on our business, financial condition and results of operations.
Our
business and operations rely on China Telecom and China Mobile and may rely on other third parties to provide services, such as
IT services, or shipping and transportation services. We may experience operational problems attributable to the installation,
implementation, integration, performance, features or functionality of third-party software, access to communication networks
and fiber optics, hosted environments, systems and services. Any interruption in the availability or usage of the services provided
by China Mobile or China Telecom or other third parties could have a material adverse effect on our business, financial condition
and results of operations.
Unexpected
network interruptions, security breaches or computer virus attacks could have a material adverse effect on our business, financial
condition and results of operations.
Our
business depends on the performance and reliability of the mobile telecommunications network of China Mobile or China Telecom,
as the case may be. We may not have access to alternative networks in the event of disruptions, failures or other problems with
China Mobile or China Telecom’s wireless infrastructure.
Any
failure to maintain the satisfactory performance, reliability, security and availability of our network infrastructure may cause
significant harm to our reputation and our ability to attract and maintain clients. Major risks involved in such network infrastructure
include, among others, any breakdowns or system failures resulting in a prolonged shutdown of all or a material portion of our
servers, including failures which may be attributable to sustained power outages, or effort to gain unauthorized access to our
systems causing loss or corruption of data or malfunctions of software or hardware.
Our
network systems are vulnerable to damage from fire, flood, power loss, telecommunications failures, computer viruses, hackings
and other similar events. Any network interruption or inadequacy that causes interruptions in the availability of our services
or deterioration in the quality of access to our services could reduce our user satisfaction and our competitiveness. In addition,
any security breach caused by hacking, which involves effort to gain unauthorized access to information or systems, or to cause
intentional malfunctions or loss or corruption of data, software, hardware or other computer equipment, and the inadvertent transmission
of computer viruses could have a material adverse effect on our business, financial condition and results of operations. We do
not maintain insurance policies covering losses relating to our systems and we do not have business interruption insurance. See
“Risk Factors - We have limited business insurance coverage. Any future business liability, disruptions or litigation we
experience might divert management focus from our business and could significantly impact our financial results.”
Our
business is dependent upon the reliability and accessibility of China’s telecommunications and Internet infrastructure and
if they become nonfunctional our operational results could suffer as a result.
We
render our services via telecommunications and Internet networks, and therefore our ability to fulfill our contracts and generate
revenue and profits is dependent on those systems remaining available and accessible with minimal disruption or interruption.
Just as we are dependent on the reliability of our software and systems and the telecommunications networks of our principal clients,
we are also dependent on the operational reliability and capacity of China’s overall telecommunications and Internet infrastructure.
Should this infrastructure or key portions of it be disabled or become nonfunctional, we may not be able to secure alternate means
of communication or alternate means of accessing needed information. Our operational results could suffer as a result.
The
alteration of the revenue sharing percentage in our agreements with our customers or termination of these agreements could materially
and adversely impact our business operations and financial conditions.
Our revenues and profitability could be
materially and adversely affected if our customers decide to materially increase its revenue sharing percentage in our agreements
with them. In addition, in some instances our customers can impose monetary penalties upon us or even terminate agreements with
us, for a variety of reasons, including without limitation, the following:
|
●
|
if the customers receive
a high level of customer complaints about our call center service; or
|
|
●
|
if we fail to meet the performance standards established by our customers from time to time.
|
Significant changes in the policies or guidelines of
our customers with respect to services provided by us may materially adversely affect our financial condition and results of operations.
Our clients may from time to time issue
certain operating policies or guidelines. For example, our telecommunications clients may request or state preferences for certain
actions to be taken by all MVAS providers using their networks. A significant change in the policies or guidelines of our clients
may result in lower revenues or additional operating costs to us. We cannot assure that our financial condition and results of
operations will not be materially adversely affected by a change in policies or guidelines by our clients.
Our
clients may adopt technologies that decrease the demand for our services, which could harm our business, results of operations
and financial condition.
We
target clients that need our BPO services, and we depend on their continued need for our services. However, over time, our clients
may adopt new technologies that decrease the need for live customer interaction, such as interactive voice response, web-based
self-help and other technologies used to automate interactions with customers. The adoption of these technologies could reduce
the demand for our services, create pricing pressure and harm our business, results of operations and financial condition.
Failure to maintain or strengthen our ability to provide
quality BPO services to our clients will negatively affect our ability to grow revenues and market share.
The amount of fees we can charge our clients
depends upon the size of potential customers that we can reach, the outbound cold calling success rate, and the quality of our
data mining work. Our clients, including telecommunications operators, e-commence companies, transportation companies, and banks
and insurances companies, choose us to provide BPO services in part because of the effectiveness and quality of the services we
offer. If we fail to maintain or increase the satisfaction level of our customers, or fail to solidify our brand name and reputation
as a quality provider of call center services and content services, our clients may be unwilling to pay the fees at a level necessary
for us to remain profitable.
Changes
in the regulation of the Chinese telecommunications industry could result in new burdens and expenses on service providers like
us.
The telecommunications industry in China
operates in a highly regulated environment. Major telecommunications companies in China are state-owned or controlled, and their
business decisions and strategies are affected by government budgeting and spending plans. In addition, in December 2001, the
Ministry of Industry and Information Technology of China promulgated a set of regulations governing telecommunications providers,
and these regulations were amended in 2015 with a classification system that covers, among other things, Type 2 (hereafter defined)
value added service providers such as us. Changes in the regulatory system may impose new costs and burdens on us, or affect us
indirectly by imposing new burdens and obligations onto our customers that, in turn, may be passed on to us under our agreements
with customers. If such changes occur, our financial performance may be adversely affected.
If we fail to obtain and maintain the licenses, permits
and approvals required or applicable to our business under the complex regulatory environment for our businesses in China, our
business, financial condition and results of operations may be materially and adversely affected.
As the telecommunication industry in China
is still at a relatively early stage of development, new laws and regulations may be adopted from time to time to address new
issues that come to the authorities’ attention. Considerable uncertainties still exist with respect to the interpretation
and implementation of existing and future laws and regulations governing our business activities. We cannot assure you that we
will not be found in violation of any future laws and regulations or any of the laws and regulations currently in effect due to
changes in or discrepancies with respect to the relevant authorities’ interpretation of these laws and regulations. In addition,
we may be required to obtain additional license or approvals, and we cannot assure you that we will be able to timely obtain or
maintain all the required licenses or approvals or make all the necessary filings in the future. Should we be required to obtain
additional licenses or approvals, we may not be able to do so in a timely manner or at all. If we fail to obtain or maintain any
of the required licenses or approvals or make the necessary filings, or fail to obtain required licenses or approvals in a timely
manner, we may be subject to various penalties, such as confiscation of the net revenues that were generated through the unlicensed
telecommunications activities, the imposition of fines and the termination or restriction of our operations. Any such penalties
may disrupt our business operations or materially and adversely affect our business, financial condition and results of operations.
Further
restructuring of China’s telecommunications sector may have an adverse impact on our business prospects and results of operations.
Historically,
China’s telecommunications sector has been subject to a number of state-mandated restructurings. For example, in 2002 China
Telecom was split geographically into a northern division (consisting of 10 provinces) and a southern division (consisting of
21 provinces).
In
May 2008, China announced a new restructuring plan for the country’s telecommunications carriers. This restructuring plan
reorganized the operations of Chinese telecommunications carriers, creating three major carriers that have both mobile and fixed-line
services. Moreover, in 2013, the Chinese government started to permit mobile virtual network operators to lease and repackage
mobile services for sale to end customers. Such changes will lead to further intensified competition in China’s telecommunications
industry. As a result, more call center outsourcing solution providers will be competing for projects and telecommunications carriers
may be able to exact lower prices for our solutions and services. If we cannot effectively compete with our competitors, our profit
margin will be reduced, and our results of operations may be materially and adversely affected. Furthermore, telecommunications
carriers may also find it more cost-effective to keep or establish their own BPO operations, instead of outsourcing to third-party
providers. If the outsourcing of such services is reduced or reversed, our financial condition and results of operations may be
materially and adversely affected.
Call
center services, particularly telemarketing services, may fall into disfavor among the public, reducing demand for our services.
Telemarketing
services, particularly outbound call center services, may fall into public disfavor if the recipients of calls find them annoying,
burdensome or otherwise overbearing. While we strive to render our services in a professional, polite and courteous manner, we
cannot control the public perception of telemarketing generally. Moreover, we do not always have control over the nature or subject
matter of outbound calls that our customers require us to make. Public hostility to telemarketing services generally, or to the
particular types of calls our customers would like us to make, could result in decreased demand for such services, and thus be
detrimental to our revenues and profits.
The
growth of our business may be adversely affected due to public concerns over the security and privacy of confidential user information.
The
growth of our business may be inhibited if public concerns over the security and privacy of confidential user information transmitted
over the Internet and wireless networks are not adequately addressed. Our services may decline and our business may be adversely
affected if significant breaches of network security or user privacy occur.
The
intellectual property of our customers may be damaged, misappropriated, stolen or lost while in our possession, subjecting us
to litigation and other adverse consequences.
In
the course of providing services to our clients, we may have possession of or access to their intellectual property, including
databases, software, certificates of authenticity and similar valuable items of intellectual property. If our clients’ intellectual
property is damaged, misappropriated, stolen or lost, we could suffer adverse impacts to our business, including but not limited
to:
|
●
|
claims
under client agreements or applicable law, or other liability for damages;
|
|
●
|
delayed
or lost revenue due to adverse client reaction;
|
|
●
|
negative
publicity; and
|
|
●
|
litigation
that could be costly and time-consuming.
|
Our
limited operating history makes it difficult to evaluate our future prospects and results of operations.
We
have a limited operating history. Taiying was established in 2007, CBPO, WFOE and CCRC were established in 2014. As our operating
history is limited, the revenues and income potential of our business and markets are unproven. Our limited operating history
and the early stage of development of the industry in which we operate makes it difficult to evaluate our business and future
prospects. Although we expect our revenues to grow, we cannot assure that we will maintain our profitability or that we will not
incur net losses in the future. Any significant failure to realize anticipated revenue growth could result in significant operating
losses. Accordingly, you should consider our future prospects in light of the risks and uncertainties experienced by early stage
companies in evolving markets such as the growing market for call center services in the PRC. In addition, we face numerous risks,
uncertainties, expenses and difficulties frequently encountered by companies at an early stage of development. We will continue
to encounter risks and difficulties in implementing our business model, including (among other risks and difficulties) potential
failure to:
|
●
|
offer
additional call center services to attract and retain a larger customer base;
|
|
●
|
increase
our revenue and market share by targeting specific markets with positive consumer demographics;
|
|
●
|
expand
our operations and service network to other provinces;
|
|
●
|
attract
additional customers and increase spending per customer;
|
|
●
|
attract
a wider client base and explore new mobile marketing opportunities to target segmented consumer groups;
|
|
●
|
increase
visibility of our brand and maintain customer loyalty;
|
|
●
|
respond
to competitive market conditions;
|
|
●
|
anticipate
and adapt to changing conditions in the markets in which we operate as well as changes in government regulations, mergers
and acquisitions involving our competitors, technological developments and other significant competitive and market dynamics;
|
|
●
|
manage
risks associated with intellectual property rights;
|
|
●
|
maintain
effective control of our costs and expenses;
|
|
●
|
raise
sufficient capital to sustain and expand our business;
|
|
●
|
attract,
train, retain and motivate qualified personnel, continue to train, motivate and retain our existing employees, attract and
integrate new employees, including into our senior management; and
|
|
●
|
upgrade
our technology to support additional research and development of new call center services.
|
We
cannot predict whether we will be successful in addressing any or all of these risks. If we are unsuccessful in addressing these
risks and uncertainties, our business, financial condition and results of operation may be materially and adversely affected.
The
markets in which we operate are highly competitive and fragmented. The competition could limit our ability to increase market
share, and materially adversely affect our business operations, financial condition and results of operations.
We
operate in a highly fragmented market and expect competition to persist and intensify in the future. The outsourcing industry
is extremely competitive, and outsourcers have historically competed based on pricing terms. Accordingly, we could be subject
to pricing pressure and may experience a decline in our average selling prices for our call center services. We compete with these
companies primarily on the basis of brand, type and timing of service offerings, content, customer service, business partners
and channel relationships. We also compete for experienced and talented employees. While we believe that we have certain advantages
over our competitors, some of them may have greater financial, human and other resources, longer operating histories, greater
technological expertise, more recognizable brand names and more established relationships than we do in the industries that we
currently serve or may serve in the future. Some of our competitors may enter into strategic or commercial relationships among
themselves or with larger, more established companies in order to increase their ability to address client needs. Increased competition,
pricing pressure or loss of market share could reduce our operating margin, which could harm our business, results of operations
and financial condition. Furthermore, our competitors may be able to develop or exploit new technologies faster than we can, or
offer a broader range of services than we are presently able to offer.
If
we fail to compete successfully against new and existing competitors, we may not be able to increase our market share, and our
profitability may be adversely affected.
We
do and will continue to face significant competition in the PRC in the BPO business. We compete for clients primarily on the basis
of our brand name, delivery method, price and the range of services that we offer. We also compete for overall advertising spending
with other alternative advertising media companies, such as the Internet, newspapers, television, magazines and radio.
Increased
competition will provide advertisers with a wider range of media and advertising service alternatives, which could force us to
offer lower prices for our services, resulting in reduced operating margins and profitability and a loss of market share. Some
of our existing and potential competitors may have competitive advantages, such as significantly greater financial, marketing
or other resources. We cannot assure that we will be able to successfully compete against new or existing competitors.
If
we are unable to respond successfully to technological or industry developments, our business may be materially adversely affected.
Rapid
advances in technology, industry standards and customer demands characterize the telecommunications industry. New technologies,
industry standards or market demands may render our existing services or technologies less competitive or even obsolete. Responding
and adapting to any technological developments and standard changes in our industry may require substantial time, effort and capital
investment. If we are unable to respond successfully to technology, industry and market developments, such developments may materially
adversely affect our business, results of operations and competitiveness.
Our leased property interest
may be defective and our right to lease the properties may be affected by such defects, which could cause significant disruption
to our business.
Under the applicable
PRC laws and regulations, all lease agreements are required to be registered with the local housing authorities. The landlords
of certain of our leased premises in China may have not completed the registration of their ownership rights or our leases with
the relevant authorities. Failure to complete these required registrations may expose our landlords, lessors and us to potential
monetary fines. If these registrations are not obtained in a timely manner, or at all, we may be subject to monetary fines or
may have to relocate our offices, which will incur the associated losses and adversely affect our normal business operations.
Our
operating margin will suffer if we are not able to maintain our pricing, utilize our employees and assets efficiently or maintain
and improve the current mix of services that we deliver.
Our operating margin is largely a function
of the prices that we are able to charge for our services, the new programs we are able to develop, the efficient use of our assets,
the utilization of our employees, and the geographical location from which we deliver services. For example, China Mobile Beijing
has transferred a portion of its call center service business to our Shandong Province location in an effort to reduce costs and
DiDi Chuxing has transferred a portion of its call center service business to our Shandong and Guangxi Province locations. Our
business model is predicated on our ability to objectively quantify the value that we provide to our clients. If we fail to succeed
on any of these objectives, we may experience a decline in our current operating margin.
The
rates we are able to charge for our services, our ability to manage our assets efficiently and the location from which we deliver
our services are affected by a number of factors, including, without limitation:
|
●
|
our
clients’ perceptions of our ability to add value through our services;
|
|
●
|
our
ability to objectively differentiate and verify the value we offer to our clients;
|
|
●
|
the
introduction of new services by us or our competitors;
|
|
●
|
our
ability to estimate demand for our services;
|
|
●
|
our
ability to control costs and improve the efficiency of our employees; and
|
|
●
|
general
economic and political conditions.
|
Wage
increases in China may prevent us from sustaining our competitive advantage and could reduce our profit margins.
Wage costs for our call center professionals
and other employees form a significant part of our costs. For instance, in 2019, 2018 and 2017, our compensation and benefit expenses
in respect of our professionals was $114.12 million, $90.68 million and $58.76 million, accounting for 66%, 64%, and 66% of our
total revenues, respectively. Because of rapid economic growth and increased competition for skilled employees in China, we may
need to increase our levels of employee compensation more rapidly than in the past to remain competitive in retaining the quality
and number of employees that our business requires. Increases in the wages and other compensations we pay our employees in China
could reduce our competitive strength; especially if increase in wage costs of our call center professionals exceeds increase in
our call center professionals’ billing rate, we may suffer a reduction in profit margins. In addition, the future issuance
of equity-based compensation to our professional staff and other employees would also result in additional stock dilution for our
shareholders.
We
depend on our key personnel, and our business and growth prospects may be severely disrupted if we lose their services.
Our
future success depends heavily upon the continued service of our key executives. In particular, we rely on the expertise and experience
of Gary Wang, our founder, chairman and chief executive officer. We rely on his industry expertise and experience in our business
operations, and in particular, his business vision, management skills, and working relationship with our employees, our other
major shareholders, the regulatory authorities, and many of our clients. If he became unable or unwilling to continue in his present
position, or if he joined a competitor or formed a competing company in violation of his employment agreement, we may not be able
to replace him easily, our business may be significantly disrupted and our financial condition and results of operations may be
materially adversely affected.
We
do not maintain key man life insurance on any of our senior management or key personnel. The loss of any one of them would have
a material adverse effect on our business and operations. Competition for senior management and our other key personnel is intense
and the pool of suitable candidates is limited. We may be unable to locate a suitable replacement for any senior management or
key personnel that we lose. In addition, if any member of our senior management or key personnel joins a competitor or forms a
competing company, they may compete with us for customers, business partners and other key professionals and staff members of
our company. Although each of our senior management and key personnel has signed a confidentiality and non-competition agreement
in connection with his employment with us, we cannot assure that we will be able to successfully enforce these provisions in the
event of a dispute between us and any member of our senior management or key personnel.
In
addition, we compete for qualified personnel with other call center companies, and we face competition in attracting skilled personnel
and retaining the members of our senior management team. These personnel possess technical and business capabilities, including
expertise relevant to the BPO market, which are difficult to replace. There is intense competition for experienced senior management
with technical and industry expertise in the BPO industry, and we may not be able to retain our key personnel. Intense competition
for these personnel could cause our compensation costs to increase, which could have a material adverse effect on our results
of operations. Our future success and ability to grow our business will depend in part on the continued service of these individuals
and our ability to identify, hire and retain additional qualified personnel. If we are unable to attract and retain qualified
employees, we may be unable to meet our business and financial goals.
If
we fail to attract and retain enough sufficiently trained customer service associates and other personnel to support our operations,
our business, results of operations and financial condition will be seriously harmed.
We
rely on large numbers of customer service associates, and our success depends to a significant extent on our ability to attract,
hire, train and retain qualified customer service associates. Companies in the BPO market, including us, experience high employee
attrition. Our attrition rate for our customer service associates who remained with us following a 90-day training and orientation
period was on average approximately 5% per month. A significant increase in the attrition rate among our customer service
associates could decrease our operating efficiency and productivity. Our failure to attract, train and retain customer service
associates with the qualifications necessary to fulfill the needs of our existing and future clients would seriously harm our
business, results of operations and financial condition.
Our
senior management lacks experience in managing a public company and complying with laws applicable to operating as a U.S. public
company domiciled in the British Virgin Islands and failure to comply with such obligations could have a material adverse effect
on our business.
Prior
to the completion of our initial public offering, Taiying operated as a private company located in the PRC. In connection with
our initial public offering, the senior management of Taiying formed CCRC in the British Virgin Islands, CBPO in Hong Kong and
made WFOE a CCRC subsidiary in the PRC. Taiying, its shareholder, and WFOE also entered into certain agreements that gave CCRC
effective control over the operations of Taiying by virtue of its ownership of CBPO and CBPO’s ownership of WFOE. In the
process of taking these steps to prepare our company for its initial public offering, Taiying’s senior management became
the senior management of CCRC. None of CCRC’s senior management has experience managing a public company or managing a British
Virgin Islands company.
As
a result of our initial public offering, the Company became subject to laws, regulations and obligations that dis not previously
apply to it, and our senior management currently has limited experience in complying with such laws, regulations and obligations.
For example, CCRC will need to comply with the British Virgin Islands laws applicable to companies that are domiciled in that
country. The senior management is only experienced in operating the business of Taiying in compliance with Chinese laws. Similarly,
by virtue of the initial public offering, CCRC is required to file annual reports in compliance with U.S. securities and other
laws. These obligations can be burdensome and complicated, and failure to comply with such obligations could have a material adverse
effect on CCRC. In addition, we expect that the process of learning about such new obligations as a public company in the United
States will require our senior management to devote time and resources to such efforts that might otherwise be spent on the operation
of our BPO business.
We may be exposed to liabilities
under the Foreign Corrupt Practices Act and Chinese anti-corruption laws.
In connection with our
initial public offering, we became subject to the U.S. Foreign Corrupt Practices Act (“FCPA”), and other laws that
prohibit improper payments or offers of payments to foreign governments and their officials and political parties by U.S. persons
and issuers as defined by the statute for the purpose of obtaining or retaining business. We are also subject to the Anti-Unfair
Competition Law of the PRC and the relevant anti-bribery provisions in the Criminal Law of the PRC, or together, the “PRC
Anti-Bribery Laws.” The current PRC Anti-Bribery Laws prohibit the payment of bribes to government officials, private companies
or individuals in a commercial transaction or their agents. We have operations, agreements with third parties, and make sales
in China, which may experience corruption. Our activities in China create the risk of unauthorized payments or offers of payments
by one of the employees, consultants or distributors of our company, because these parties are not always subject to our control.
We are in process of implementing an anticorruption program, which prohibits the offering or giving of anything of value to foreign
officials, directly or indirectly, for the purpose of obtaining or retaining business. The anticorruption program also requires
that clauses mandating compliance with our policy be included in all contracts with foreign sales agents, sales consultants and
distributors and that they certify their compliance with our policy annually. It further requires all hospitality involving promotion
of sales to foreign governments and government-owned or controlled entities to be in accordance with specified guidelines. In
the meantime, we believe to date we have complied in all material respects with the provisions of the FCPA and the PRC Anti-Bribery
Laws.
However, our existing safeguards and any
future improvements may prove to be less than effective, and the employees, consultants or distributors of our Company may engage
in conduct for which we might be held responsible. Violations of the FCPA or PRC Anti-Bribery Laws may result in severe criminal
or administrative sanctions, and we may be subject to other liabilities, which could negatively affect our business, operating
results and financial condition. In addition, the government may seek to hold our company liable for successor liability FCPA
violations committed by companies in which we invest or that we acquire.
Our
quarterly operating results are difficult to predict and may fluctuate significantly from period to period in the future.
Our
quarterly operating results may differ significantly from period to period due to factors such as, without limitation:
|
●
|
client
losses or program terminations;
|
|
●
|
variations
in the volume of business from clients resulting from changes in our clients’ operations;
|
|
●
|
delays
or difficulties in expanding our operational facilities and infrastructure;
|
|
●
|
changes
to our pricing structure or that of our competitors;
|
|
●
|
inaccurate
estimates of resources and time required to complete ongoing programs;
|
|
●
|
inaccurate
estimates of amounts billed by our clients for the services we provided during such period;
|
|
●
|
ability
to hire and train new employees;
|
|
●
|
seasonal
changes in the operations of our clients;
|
|
|
|
|
●
|
business interruptions resulting from occurrence of natural disasters,
health epidemics and other outbreaks or events;
|
|
●
|
a
deterioration of economic conditions in the PRC;
|
|
●
|
potential
changes to the regulation of the advertising, Internet and wireless communications industries in the PRC; and
|
|
●
|
seasonality
of economic activities in the PRC, such as the anticipated decrease in outbound calling during January and February each year
due to the Chinese Lunar New Year holiday, and the anticipated decrease in revenues during July and August due to overall
slow commercial activities during the summer months.
|
As
a result, you may not be able to rely on period-to-period comparisons of our operating results as an indication of our future
performance. If our revenues for a particular quarter are lower than we expect, we may be unable to reduce our operating expenses
for that quarter by a corresponding amount, which would harm our operating results for that quarter relative to our operating
results from other quarters.
We may incur losses resulting from business interruptions
resulting from occurrence of natural disasters, health epidemics and other outbreaks or events.
Our operations may be damaged in natural disasters
such as earthquakes, floods, heavy rains, sand storms, tsunamis and cyclones, or other events such as fires. Such natural disasters
or other events may lead to disruption of information systems and telephone service for sustained periods. Also, our business
operations could be disrupted by health epidemics, such as the COVID-19 breaking out in January 2020. A prolonged outbreak of
such illness or other adverse public health developments in China or elsewhere in the world could have a material adverse effect
on our business operations. In addition, our results of operations could be adversely affected to the extent that any natural
disaster or health epidemic harms the Chinese economy in general.
We
have limited business insurance coverage. Any future business liability, disruption or litigation we experience might divert management
focus from our business and could significantly impact our financial results.
Availability
of business insurance products and coverage in the PRC is limited, and most such products are expensive in relation to the coverage
offered. We have determined that the risks of disruption, cost of such insurance and the difficulties associated with acquiring
such insurances on commercially reasonable terms make it impractical for us to maintain such insurances. As a result, we do not
have any business liability, disruption or litigation insurance coverage for our operations in the PRC. Accordingly, a business
disruption, litigation or natural disaster may result in substantial costs and divert management’s attention from our business,
which would have an adverse effect on our results of operations and financial condition.
We
may require additional financing in the future and our operations could be curtailed if we are unable to obtain required additional
financing when needed.
We
may need to obtain additional debt or equity financing to fund future capital expenditures. While we do not anticipate seeking
additional financing in the immediate future, any additional equity financing may result in dilution to the holders of our outstanding
shares of capital stock. Additional debt financing may put us in situations that would restrict our freedom to operate our business,
such as situations that:
|
●
|
limit
our ability to pay dividends or require us to seek consent for the payment of dividends;
|
|
●
|
increase
our vulnerability to general adverse economic and industry conditions;
|
|
●
|
require
us to dedicate a portion of our cash flow from operations to payments on our debt, thereby reducing the availability of our
cash flow to fund capital expenditures, working capital and other general corporate purposes; and
|
|
●
|
limit
our flexibility in planning for, or reacting to, changes in our business and our industry.
|
We
cannot guaranty that we will be able to obtain additional financing on terms that are acceptable to us, or any financing at all.
Potential
disruptions in the capital and credit markets may adversely affect our business, including the availability and cost of short-term
funds for liquidity requirements, which could adversely affect our results of operations, cash flows and financial condition.
Potential
changes in the global economy may affect the availability of business and consumer credit. We may need to rely on the credit markets,
particularly for short-term borrowings from banks in the PRC, as well as the capital markets, to meet our financial commitments
and short-term liquidity needs if internal funds from our operations are not available to be allocated to such purposes. Disruptions
in the credit and capital markets could adversely affect our ability to draw on such short-term bank facilities. Our access to
funds under such credit facilities is dependent on the ability of the banks that are parties to those facilities to meet their
funding commitments, which may be dependent on governmental economic policies in the PRC. Those banks may not be able to meet
their funding commitments to us if they experience shortages of capital and liquidity or if they experience excessive volumes
of borrowing requests from us and other borrowers within a short period of time.
Long-term
disruptions in the credit and capital markets could result from uncertainty, changing or increased regulations, reduced alternatives
or failures of financial institutions could adversely affect our access to the liquidity needed for our business. Any disruption
could require us to take measures to conserve cash until the markets stabilize or until alternative credit arrangements or other
funding for our business needs can be arranged. Such measures may include deferring capital expenditures, and reducing or eliminating
discretionary uses of cash.
Continued market disruptions could cause
broader economic downturns, which may lead to decreased cellular telephone usage, decreased commercial activities in general,
and increased likelihood that customers will be unable to pay for our services. Further, bankruptcies or similar events by or
significant customers, or our other clients may cause us to incur bad debt expense at levels higher than historically experienced.
These events would adversely impact our results of operations, cash flows and financial position.
Rapid
growth and a rapidly changing operating environment may strain our limited resources.
We may not have adequate operational, administrative
and financial resources to sustain the growth we want to achieve. Taiying was incorporated in December 2007. As of December 31,
2019, we had a total of approximately 12,636 full-time employees and 5,601 workers who are not considered full-time employees
under the PRC laws, including part-time workers, dispatched workers, reemployed workers after retirement, and interns. We have
experienced rapid growth in our employee headcount. This expansion has resulted, and will continue to result, in substantial demands
on our management resources. To manage our growth, we must develop and improve our existing administrative and operational systems
and our financial and management controls and further expand, train and manage our work force. As we continue these efforts, we
may incur substantial costs and expend substantial resources due to, among other things, different technology standards, legal
considerations and cultural differences.
Our future success also depends on our
product development, customer service, sales and marketing. If we fail to manage our growth and expansion effectively, the quality
of our services and our customer support may deteriorate and our business may suffer. This could prompt our clients to discontinue
their respective outsourcing relationships with us. We cannot assure that we will be able to efficiently or effectively manage
the growth of our operations, recruit top talent and train our personnel. Any failure to efficiently manage our expansion may
materially and adversely affect our business and future growth.
We may be classified as a “Resident
Enterprise” of China pursuant to the Enterprise Income Tax Law, and subject to unfavorable tax consequences to us and our
non-PRC shareholders.
China passed an Enterprise Income Tax Law (the
“EIT Law”) and implementing rules, both of which became effective on January 1, 2008. Under the EIT Law, resident
enterprises pay income tax at the rate of 25% for their worldwide income while non-resident enterprises pay 20% for their income
generated from China. As far as the definition of resident enterprises, according to the EIT Law, an enterprise established outside
of China with “de facto management bodies” within China is considered a “resident enterprise.” The implementing
rules of the EIT Law define de facto management as “substantial and overall management and control over the production and
operations, personnel, accounting, and properties” of the enterprise.
On April 22, 2009, the State Administration
of Taxation of China (the “SAT”) issued the Circular 82 Concerning Relevant Issues Regarding Cognizance of Chinese
Investment Controlled Enterprises Incorporated Offshore as Resident Enterprises pursuant to Criteria of De Facto Management Bodies
(“Circular 82”) further interpreting the application of the EIT Law and its implementation to offshore entities controlled
by a Chinese enterprise or group. Pursuant to the Circular 82, an enterprise incorporated in an offshore jurisdiction and controlled
by a Chinese enterprise or group will be classified as a “non-domestically incorporated resident enterprise” if
(i) its senior management in charge of daily operations reside or perform their duties mainly in China; (ii) its financial or
personnel decisions are made or approved by bodies or persons in China; (iii) its substantial assets and properties, accounting
books, corporate stamps, board and shareholder minutes are kept in China; and (iv) at least half of its directors with voting
rights or senior management frequently reside in China. The SAT issued a bulletin on August 3, 2011 to provide more guidance on
the implementation of Circular 82, or Bulletin 45. Bulletin 45 clarifies certain matters relating to resident status determination,
post-determination administration and competent tax authorities. In addition, the SAT issued a bulletin on January 29, 2014, which
further provides that, among other things, an entity that is classified as a “resident enterprise” in accordance with
Circular 82 shall file the application for classifying its status of residential enterprise with the local tax authorities where
its main domestic investors are registered. From the year in which the entity is determined to be a “resident enterprise,”
any dividend, profit and other equity investment gain shall be taxed in accordance with the enterprise income tax law and its
implementing rules. A resident enterprise would have to pay a withholding tax at a rate of 10% when paying dividends to its non-PRC
shareholders.
We do not believe that our company or its subsidiaries
meet the conditions outlined in the preceding paragraph to be classified as a PRC “resident enterprise,” since CCRC
does not have a PRC enterprise or enterprise group as our primary controlling shareholder, and we are not aware of any offshore
company with a corporate structure similar to the company that has been deemed a PRC “resident enterprise” by the
PRC tax authorities.
However, as the tax resident status of
an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation
of the term “de facto management body,” we cannot guarantee that the relevant authorities will not make a contrary
conclusion to ours. If the PRC tax authorities determine that we are a “resident enterprise” for PRC enterprise income
tax purposes, a number of unfavorable PRC tax consequences could follow. First, we may be subject to the enterprise income tax
at a rate of 25% on our worldwide taxable income as well as PRC enterprise income tax reporting obligations. In our case, this
would mean that income such as non-China source income would be subject to PRC enterprise income tax at a rate of 25%. Second,
under the EIT Law and its implementing rules, dividends paid to us from our PRC subsidiaries would qualify as “tax-exempt
income.” Finally, it is possible that future guidance issued with respect to the new “resident enterprise” classification
could result in a situation in which a 10% withholding tax is imposed on dividends we pay to our non-PRC shareholders and with
respect to gains derived by our non-PRC shareholders from transferring our shares. In addition to the uncertainty in how the new
resident enterprise classification could apply, it is also possible that the rules may change in the future, possibly with retroactive
effect. If we are required under the Enterprise Income Tax law to withhold PRC income tax on our dividends payable to our foreign
shareholders, or if we are required to pay PRC income tax on the transfer of our shares under the circumstances mentioned above,
the value of your investment in our common shares may be materially and adversely affected. It is unclear whether in the event
we are considered as a PRC resident enterprise, holders of our shares would be able to claim the benefit of income tax treaties
or agreements entered into between China and other countries or areas.
Our
bank accounts are not insured or protected against loss.
WFOE
and the Operating Companies maintain cash accounts with various banks and trust companies located in the PRC. Such cash accounts
are not insured or otherwise protected. Should any bank or trust company holding such cash deposits become insolvent, or if WFOE
or an operating company of ours is otherwise unable to withdraw funds, this entity would lose the cash on deposit with that particular
bank or trust company.
We
may not pay dividends.
We have not previously paid any cash dividends,
and we do not anticipate paying any dividends on our common shares. Although we have achieved net profitability in 2019,
2018 and 2017, we cannot assure that our operations will continue to result in sufficient revenues to enable us to operate at
profitable levels or to generate positive cash flows. Furthermore, there is no assurance that our Board of Directors will
declare dividends even if we are profitable. Dividend policy is subject to the discretion of our Board of Directors and will
depend on, among other things, our earnings, financial condition, capital requirements and other factors. If we determine
to pay dividends on any of our common shares in the future, we will be dependent, in large part, on receipt of funds from Taiying. See
“Dividend Policy.”
Our
growth strategy may prove to be disruptive and divert management resources, which could adversely affect our existing businesses.
Our
growth strategy includes the continued expansion of Taiying’s call center operations and may include strategic acquisitions
of competitive operators. We do not have any understanding, commitment or agreement in place with regard to any such acquisitions
at this time. The implementation of such strategies may involve large transactions and present financial, managerial and operational
challenges, including diversion of management attention from existing businesses, difficulty with integrating personnel and financial
and other systems, increased expenses, including compensation expenses resulting from newly-hired employees, assumption of unknown
liabilities and potential disputes. We also could experience financial or other setbacks if any of our growth strategies encounter
problems of which we are not presently aware.
We
expect to allocate a portion of the net proceeds from our initial public offering to such acquisitions, but we have not yet located
any potential targets, and we may be unable to do so. Further, even if we find a target we believe to be suitable, we may be unable
to negotiate acquisition terms that are satisfactory to us. In the event we are unable to complete acquisitions, we will reserve
the right to reallocate such funds to our working capital. If this happens, we would have broad discretion over the ultimate use
of such funds, and we could use such funds in ways with which investors might disagree.
Furthermore,
any such acquisitions must comply with all PRC laws and regulations applicable to such transactions. The regulatory environment
that governs mergers and acquisitions in the PRC has continued to evolve in recent years and remains subject to interpretation
by the agencies that have responsibility for reviewing or approving such transactions. Compliance with such regulations in the
process of structuring, negotiating and closing such transactions will require us to expend company resources that would otherwise
be available for and used in the management and operation of the Company, all of which could have an adverse effect on our operations
and financial results.
The
misappropriation of our intellectual property could have a material adverse effect on our business, financial condition and results
of operations.
Our intellectual property rights are important
to our business. We rely on a combination of trade secrets, confidentiality procedures and contractual provisions to protect our
intellectual property. We presently hold 14 patents, 14 registered trademark and have been granted registered computer software
ownership rights to 168 pieces of intellectual property rights by the China State Copyright Bureau. In addition, we enter into
confidentiality agreements with some of our employees and consultants, and control access to and distribution of our documentation
and other licensed information. Despite these precautions, it may be possible for a third party to copy or otherwise obtain and
use our technology without authorization, or to develop similar technology independently. Since the Chinese legal system in general,
and the intellectual property regime in particular, is relatively weak, it is often difficult to enforce intellectual property
rights in China. In addition, confidentiality agreements may be breached by counterparties, and there may not be adequate remedies
available to us for any such breach. Accordingly, we may not be able to effectively protect our intellectual property rights or
to enforce our contractual rights in China or elsewhere. In addition, policing any unauthorized use of our intellectual property
is difficult, time-consuming and costly and the steps we have taken may be inadequate to prevent the misappropriation of our intellectual
property. In the event that we resort to litigation to enforce our intellectual property rights, such litigation could result
in substantial costs and a diversion of our managerial and financial resources. We can provide no assurance that we will prevail
in such litigation. Any failure in protecting or enforcing our intellectual property rights could have a material adverse effect
on our business, financial condition and results of operations.
Risks
Relating to Our Corporate Structure
WFOE’s
contractual arrangements with Taiying may result in adverse tax consequences to us.
We
could face material and adverse tax consequences if the PRC tax authorities determine that WFOE’s contractual arrangements
with Taiying were not made on an arm’s length basis and adjust our income and expenses for PRC tax purposes in the form
of a transfer pricing adjustment. A transfer pricing adjustment could result in a reduction, for PRC tax purposes, of adjustments
recorded by Taiying, which could adversely affect us by increasing Taiying’s tax liability without reducing WFOE’s
tax liability, which could further result in late payment fees and other penalties to Taiying for underpaid taxes, all of which
could have a material adverse effect on our results of operations and financial condition.
WFOE’s
contractual arrangements with Taiying may not be as effective in providing control over Taiying as direct ownership.
We
conduct substantially all of our operations, and generate substantially all of our revenues, through contractual arrangements
with Taiying that provide us, through our ownership of WFOE, with effective control over Taiying. We depend on Taiying to
hold and maintain contracts with our customers. Taiying also own substantially all of our intellectual property, facilities
and other assets relating to the operation of our business, and employ the personnel for substantially all of our business. Neither
our company nor WFOE has any ownership interest in Taiying. Although we have been advised by our PRC legal counsel, that
each contract under WFOE’s contractual arrangements with Taiying is valid, binding and enforceable under current PRC laws
and regulations, these contractual arrangements may not be as effective in providing us with control over Taiying as direct ownership
of Taiying would be. In addition, Taiying may breach the contractual arrangements. For example, Taiying may decide not to
make contractual payments to WFOE, and consequently to our company, in accordance with the existing contractual arrangements. In
the event of any such breach, we would have to rely on legal remedies under PRC law. These remedies may not always be effective,
particularly in light of uncertainties in the PRC legal system.
PRC
laws and regulations governing our businesses and the validity of certain of our contractual arrangements are uncertain. If
we are found to be in violation of such PRC laws and regulations, we could be subject to sanctions. In addition, changes in such
PRC laws and regulations may materially and adversely affect our business.
Prior to July 30, 2019, foreign ownership
of a call center BPO and its related business was subject to restrictions under PRC laws and regulations. For example, foreign
investors were not allowed to own more than 50% of the equity interests in a value-added telecommunication service provider and
any such foreign investor must have experience in providing value-added telecommunications services overseas and maintain a good
track record. Because we are a BVI company and our PRC subsidiary WFOE is considered a foreign-invested enterprise, to comply
with then-applicable PRC laws and regulations, we conducted our business in China through WFOE, Taiying and its subsidiaries based
on a series of contractual arrangements by and among WFOE, Taiying and its shareholders, which enable us to:
|
●
|
exercise
effective control over Taiying and its subsidiaries;
|
|
●
|
receive
substantially all of the economic benefits and bear the obligation to absorb substantially all of the losses of Taiying; and
|
|
●
|
have
an exclusive option to purchase all or part of the equity interests in Taiying when and to the extent permitted by PRC law.
|
Because of these contractual arrangements,
we are the primary beneficiary of Taiying and hence consolidate its financial results as our variable interest entity. While the
PRC government has lifted all the restrictions on foreign ownership for call center operators beginning on July 30, 2019, we have
not restructured our ownership structure to-date.
In
the opinion of our PRC legal counsel, (a) our current ownership structure of our WFOE and Taiying, both comply with all existing
PRC laws and regulations; and (b) each of the contractual arrangements is valid, binding and enforceable in accordance with
its terms and applicable PRC Laws, and will not result in any violation of PRC laws or regulations currently in effect. However,
our PRC legal counsel has also advised us that there are substantial uncertainties regarding the interpretation and application
of PRC Laws and future PRC Laws, and there can be no assurance that the PRC authorities may take a view that is contrary to or
otherwise different from our PRC legal counsel.
It
is uncertain whether any new PRC laws, rules or regulations relating to contractual arrangements structures will be adopted or
if adopted, what they would provide. Further, the effectiveness of newly enacted laws, regulations or amendments may be delayed,
resulting in detrimental reliance by foreign investors. If CCRC, WFOE or Taiying are found to be in violation of any existing
or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant
PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including,
sanctions, fines, revoking the business and operating licenses of WFOE or Taiying, requiring us to discontinue or restrict our
operations, restricting our right to collect revenue, requiring us to restructure our operations or taking other regulatory or
enforcement actions against us. If we are not able to restructure our ownership structure and operations in a satisfactory manner,
we would no longer be able to consolidate the financial results of Taiying in our consolidated financial statements. In addition,
any litigation in the PRC may be protracted and result in substantial costs and diversion of resources and management attention.
Any of these events would have a material adverse effect on our business, financial condition and results of operations.
The
shareholder of Taiying has potential conflicts of interest with us, which may adversely affect our business.
Neither
WFOE nor we own any portion of the equity interests of Taiying. Instead, we rely on WFOE’s contractual obligations to enforce
our interest in receiving payments from Taiying. Conflicts of interests may arise between Taiying’s shareholder and
our company if, for example, its interests in receiving dividends from Taiying were to conflict with our interest requiring these
companies to make contractually obligated payments to WFOE. As a result, we have required Taiying and its sole shareholder
to execute irrevocable powers of attorney to appoint the individual designated by us to be his attorney-in-fact to vote on their
behalf on all matters requiring shareholder approval by Taiying and to require Taiying’s compliance with the terms of its
contractual obligations. We cannot assure, however, that when conflicts of interest arise, the shareholder will act completely
in our interests or that conflicts of interests will be resolved in our favor. In addition, this shareholder could violate
its agreements with us by diverting business opportunities from us to others. If we cannot resolve any conflicts of interest
between us and Taiying’s shareholder, we would have to rely on legal proceedings, which could result in substantial costs
and diversion of management attention and resources, all of which could have a material adverse effect on our business, financial
condition and results of operations.
PRC
regulations relating to the establishment of offshore special purpose companies by PRC residents may subject our PRC resident
shareholders to personal liability and limit our ability to inject capital into our PRC subsidiary, limit our subsidiary’s
ability to increase its registered capital, distribute profits to us, or otherwise adversely affect us.
On
July 4, 2014, China’s State Administration for Foreign Exchange (“SAFE”) issued the Circular of the State
Administration of Foreign Exchange on Issues concerning Foreign Exchange Administration over the Overseas Investment and Financing
and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or Circular 37, which became effective as of July 4,
2014. According to Circular 37, prior registration with the local SAFE branch is required for PRC residents to contribute
domestic assets or interests to offshore companies, known as a special purpose vehicle (SPV). Moreover, Circular 37 applies retroactively.
As a result, PRC residents who have contributed domestic assets or interests to a SPV, but failed to complete foreign exchange
registration of overseas investments as required before July 4, 2014 shall send a letter to SAFE and its branches for explanation.
SAFE and its branches shall, under the principle of legality and legitimacy, conduct supplementary registration, and impose administrative
punishment on those in violation of the administrative provisions on the foreign exchange pursuant to the law.
We
attempt to comply, and attempt to ensure that our shareholders who are subject to these rules comply, with the relevant requirements.
However, we cannot provide any assurances that all of our shareholders who are PRC residents will make or obtain any applicable
registrations or comply with other requirements required by Circular 37 or other related rules. The failure or inability of our
PRC resident shareholders to make any required registrations or comply with other requirements may subject such shareholders to
fines and legal sanctions and may also limit our ability to contribute additional capital into or provide loans to (including
using the proceeds from our initial public offering) WFOE or Taiying, limiting their ability to pay dividends or otherwise distributing
profits to us.
We
rely on dividends paid by WFOE for our cash needs.
We
rely primarily on dividends paid by WFOE for our cash needs, including the funds necessary to pay dividends and other cash distributions,
if any, to our shareholders, to service any debt we may incur and to pay our operating expenses. The payment of dividends by entities
organized in the PRC is subject to limitations as described herein. Under British Virgin Islands law, we may only pay dividends
from surplus (the excess, if any, at the time of the determination of the total assets of our company over the sum of our liabilities,
as shown in our books of account, plus our capital), and we must be solvent before and after the dividend payment in the sense
that we will be able to satisfy our liabilities as they become due in the ordinary course of business; and the realizable value
of assets of our company will not be less than the sum of our total liabilities, other than deferred taxes as shown on our books
of account, and our capital. If we determine to pay dividends on any of our common shares in the future, as a holding company,
we will be dependent on receipt of funds from WFOE. See “Dividend Policy.”
Pursuant
to the Implementation Rules for the Chinese Enterprise Income Tax Law, effective on January 1, 2008, dividends payable by
a foreign investment entity to its foreign investors are subject to a withholding tax of up to 10%. Pursuant to Article 10 of
the Arrangement Between the Mainland of China and the Hong Kong Special Administration Region for the Avoidance of Double Taxation
and the Prevention of Fiscal Evasion with respect to Taxes on Income effective December 8, 2006, dividends payable by a foreign
investment entity to its Hong Kong investor who owns 25% or more of the equity of the foreign investment entity is subject to
a withholding tax of up to 5%.
The
payment of dividends by entities organized in the PRC is subject to limitations, procedures and formalities. Regulations in the
PRC currently permit payment of dividends only out of accumulated profits as determined in accordance with accounting standards
and regulations in China. WFOE is also required to set aside at least 10% of its after-tax profit based on PRC accounting standards
each year to its compulsory reserves fund until the accumulative amount of such reserves reaches 50% of its registered capital.
The transfer to this reserve must be made before
distribution of any dividend to shareholders. The surplus reserve fund is non-distributable other than during liquidation and
can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital
by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of the shares
currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital.
As of December 31, 2019 and 2018, the accumulated appropriations to statutory reserves amounted to $5,818,330 and $3,916,149
respectively.
WFOE
is required to allocate a portion of its after-tax profits, as determined by its board of directors, to the general reserve, and
the staff welfare and bonus funds, which may not be distributed to equity owners.
Pursuant
to the relevant PRC laws, WFOE is required to allocate
a portion of its after-tax profits in accordance with its Articles of Association, to the general reserve, and the staff welfare
and bonus funds. No lower than 10% of an enterprise’s after tax-profits should be allocated to the general reserve. When
the general reserve account balance is equal to or greater than 50% of the WFOE’s registered capital, no further allocation
to the general reserve account is required. According to the Articles of Association of WFOE, WFOE’s board of directors
determines the amount contributed to the staff welfare and bonus funds. The staff welfare and bonus fund are used for the collective
welfare of the staff of WFOE. These reserves represent appropriations of retained earnings determined according to PRC law.
As
of the date of this annual report, the amounts of these reserves have not yet been determined, and we have not committed to establishing
such amounts at this time. Under current PRC laws, WFOE is required to set aside reserve amounts, but has not yet done so. WFOE
has not done so because PRC authorities grant companies flexibility in making a determination. PRC law requires such a determination
to be made in accordance with the company’s organizational documents and WFOE’s organizational documents do not require
the determination to be made within a particular timeframe. Although we have not yet been required by PRC authorities to make
such determinations or set aside such reserves, PRC authorities may require WFOE to rectify its noncompliance and we may be fined
if we fail to do so after receiving a warning within its set time period.
Additionally,
PRC law provides that a PRC company must allocate a portion of after-tax profits to the general reserve and the staff welfare
and bonus funds reserve prior to the retention of profits or the distribution of profits to foreign invested companies. Therefore,
if for any reason, the dividends from WFOE cannot be repatriated to us or not in time, our cash flow may be adversely impacted
or we may become insolvent.
WFOE
is required to make a payment under its agreement to bear the losses of Taiying, thus our liquidity may be adversely affected,
which could harm our financial condition and results of operations.
On
September 3, 2014, WFOE entered into an Entrusted Management Agreement with Taiying. Pursuant to the Entrusted Management
Agreement, WFOE agreed to bear the losses of Taiying. If Taiying suffers losses and WFOE is required to absorb all or a portion
of such losses, WFOE will be required to seek reimbursement from Taiying. In such event, it is unlikely that Taiying will be able
to make such reimbursement and WFOE may be unable to recoup the loss WFOE absorbed at such time, if ever. Further, under the Entrusted
Management Agreement, WFOE may absorb the losses at a time when WFOE does not have sufficient cash to make such payment and at
a time when WFOE or we may be unable to borrow such funds on terms that are acceptable, if at all. As a result, any losses absorbed
under the Entrusted Management Agreement may have an adverse effect on our liquidity, financial condition and results of operations.
Our
business may be materially and adversely affected if any of our Operating Companies declare bankruptcy or become subject to a
dissolution or liquidation proceeding.
The
Enterprise Bankruptcy Law of China provides that an enterprise may be liquidated if the enterprise fails to settle its debts as
and when they fall due and if the enterprise’s assets are, or are demonstrably, insufficient to clear such debts.
Our
Operating Companies hold certain assets that are important to our business operations. If any of our Operating Companies undergoes
a voluntary or involuntary liquidation proceeding, unrelated third-party creditors may claim rights to some or all of these assets,
thereby hindering our ability to operate our business, which could materially and adversely affect our business, financial condition
and results of operations.
Our
failure to obtain prior approval of the China Securities Regulatory Commission (“CSRC”) for the listing and trading
of our common shares on a foreign stock exchange could have a material adverse effect upon our business, operating results, reputation
and trading price of our common shares.
On August 8, 2006, six PRC regulatory
agencies, including the Ministry of Commerce of the People’s Republic of China (“MOFCOM”), the State Assets
Supervision and Administration Commission, the State Administration of Taxation, the State Administration for Industry and Commerce,
the CSRC and SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, which
was subsequently revised on June 22, 2009 (the “New M&A Rule”). The New M&A Rule contains provisions that
require that an offshore special purpose vehicle (SPV) formed for overseas listing purposes and controlled directly or indirectly
by PRC companies or individuals shall obtain the approval of the CSRC prior to the listing and trading of such SPV’s securities
on an overseas stock exchange. On September 21, 2006, the CSRC published Provisions on Indirect Issuance of Securities Overseas
by a Domestic Enterprise or Overseas Listing of Its Securities for Trading, which specify documents and materials required to
be submitted to the CSRC by a SPV seeking CSRC’s approval for overseas listings. The application of the New M&A Rule
remains unclear. Further, on December 28, 2019, China amended the Securities Law of the PRC (the “2019 PRC Securities Law”)
and enacted it on March 1, 2020. Pursuant to this amendment, the direct or indirect listing or trading of a domestic company’s
securities on an overseas stock exchange shall be in compliance with the relevant requirements of the State Council. The State
Council has not yet implemented any detailed rules in this regard.
Our PRC counsel, GFE Law
Firm, has given us the following advice, based on their understanding of current PRC laws and regulations:
|
●
|
We
currently control our PRC affiliate, Taiying, by virtue of WFOE’s VIE agreements with Taiying, not through equity interest
or asset acquisition which are stipulated in the New M&A Rule; and
|
|
●
|
In
spite of the lack of clarity on this issue, the CSRC has not issued any definitive rule or interpretation regarding whether
offerings like our initial public offering are subject to the New M&A Rule.
|
The CSRC has not issued any such definitive
rule or interpretation, and we have not chosen to voluntarily request approval under the New M&A Rule or the 2019 Securities
Law. We did not obtain CSRC approval prior to our initial public offering. If prior CSRC approval was required, we may face regulatory
actions or other sanctions from the CSRC or other PRC regulatory authorities. These authorities may impose fines and penalties
upon our operations in the PRC, limit our operating privileges in the PRC, delay or restrict the repatriation of the proceeds
from our initial public offering into the PRC, or take other actions that could have a material adverse effect upon our business,
financial condition, results of operations, reputation and prospects, as well as the trading price of our common shares.
Failure to comply with the Individual Foreign Exchange
Rules relating to the overseas direct investment or the engagement in the issuance or trading of securities overseas by our Chinese
resident shareholders may subject such shareholders to fines or other liabilities.
Other
than Circular 37, our ability to conduct foreign exchange activities in China may be subject to the interpretation and enforcement
of the Implementation Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007
(as amended and supplemented, the “Individual Foreign Exchange Rules”). Under the Individual Foreign Exchange Rules,
any Chinese individual seeking to make a direct investment overseas or engage in the issuance or trading of negotiable securities
or derivatives overseas must make the appropriate registrations in accordance with SAFE provisions. Chinese individuals who fail
to make such registrations may be subject to warnings, fines or other liabilities.
We
may not be fully informed of the identities of all our beneficial owners who are Chinese residents. For example, because the investment
in or trading of our shares will happen in an overseas public or secondary market where shares are often held with brokers in
brokerage accounts, it is unlikely that we will know the identity of all of our beneficial owners who are Chinese residents. Furthermore,
we have no control over any of our future beneficial owners and we cannot assure you that such Chinese residents will be able
to complete the necessary approval and registration procedures required by the Individual Foreign Exchange Rules.
It is uncertain
how the Individual Foreign Exchange Rules will be interpreted or enforced and whether such interpretation or enforcement will
affect our ability to conduct foreign exchange transactions. Because of this uncertainty, we cannot be sure whether the failure
by any of our Chinese resident shareholders to make the required registration will subject our subsidiaries to fines or legal
sanctions on their operations, restriction on remittance of dividends or other punitive actions that would have a material adverse
effect on our business, results of operations and financial condition.
We
are an “emerging growth company,” and we cannot be certain if the reduced reporting requirements applicable to emerging
growth companies will make our common shares less attractive to investors.
We
are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act, or the JOBS Act. For as long
as we continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that
are applicable to other public companies that are not emerging growth companies, including not being required to comply with the
auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive
compensation in our periodic reports and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation
and shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for
up to five years, although we could lose that status sooner if our revenues exceed $1 billion, if we issue more than $1 billion
in non-convertible debt in a three year period, or if the market value of our commons shares held by non-affiliates exceeds $700
million as of any December 31 before that time, in which case we would no longer be an emerging growth company as of the following
December 31. We cannot predict if investors will find our common shares less attractive because we may rely on these exemptions.
If some investors find our common shares less attractive as a result, there may be a less active trading market for our commons
shares and our share price may be more volatile.
Under
the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards
apply to private companies. We have irrevocably elected not to avail our company of this exemption from new or revised accounting
standards and, therefore, are subject to the same new or revised accounting standards as other public companies that are not emerging
growth companies.
We
are a “foreign private issuer,” and our disclosure obligations differ from those of U.S. domestic reporting companies.
As a result, we may not provide you the same information as U.S. domestic reporting companies or we may provide information at
different times, which may make it more difficult for you to evaluate our performance and prospects.
We
are a foreign private issuer and, as a result, we are not subject to the same requirements as U.S. domestic issuers. Under the
Exchange Act, we will be subject to reporting obligations that, to some extent, are more lenient and less frequent than those
of U.S. domestic reporting companies. For example, we will not be required to issue quarterly reports or proxy statements. We
will not be required to disclose detailed individual executive compensation information. Furthermore, our directors and executive
officers will not be required to report equity holdings under Section 16 of the Exchange Act and will not be subject to the insider
short-swing profit disclosure and recovery regime.
As
a foreign private issuer, we will also be exempt from the requirements of Regulation FD (Fair Disclosure) which, generally, are
meant to ensure that select groups of investors are not privy to specific information about an issuer before other investors.
However, we will still be subject to the anti-fraud and anti-manipulation rules of the SEC, such as Rule 10b-5 under the Exchange
Act. Since many of the disclosure obligations imposed on us as a foreign private issuer differ from those imposed on U.S. domestic
reporting companies, you should not expect to receive the same information about us and at the same time as the information provided
by U.S. domestic reporting companies.
Foreign
Operational Risks
We
are dependent on the state of the PRC’s economy as all of our business is conducted in the PRC and a decline would have
a material adverse effect on our business, financial condition and results of operations.
Currently,
all of our business operations are conducted in the PRC, and all of our customers are also located in the PRC. Accordingly, any
material slowdown in the PRC economy may cause our customers to reduce expenditures or delay the building of new facilities or
projects. This may in turn lead to a decline in the demand for the services we provide. Any such decline would have a material
adverse effect on our business, financial condition and results of operations.
A
general economic downturn, a recession or a sudden disruption in business conditions in the PRC may affect consumer spending on
discretionary items, including cellular telephone services and MVAS, which could adversely affect our business.
Consumer
spending is generally affected by a number of factors, including general economic conditions, the level of unemployment, inflation,
interest rates, energy costs, gasoline prices and consumer confidence generally, all of which are beyond our control. Consumer
purchases of discretionary items tend to decline during recessionary periods, when disposable income is lower, and may impact
sales of our services. In addition, sudden disruption in business conditions as a result of a terrorist attack, retaliation and
the threat of further attacks or retaliation, war, adverse weather conditions and climate changes or other natural disasters,
pandemic situations or large scale power outages can have a short or, sometimes, long-term impact on consumer spending. A downturn
in the economy in the PRC, including any recession or a sudden disruption of business conditions in the PRC, could adversely affect
our business, financial condition or results of operation.
Since
our operations and assets are located in the PRC, shareholders may find it difficult to enforce a U.S. judgment against the assets
of our company, our directors and executive officers.
Our
operations and assets are located in the PRC. In addition, all of our executive officers and directors are non-residents of the
U.S., and substantially all the assets of such persons are located outside the U.S. As a result, it could be difficult for investors
to effect service of process in the U.S., or to enforce a judgment obtained in the U.S. against us or any of these persons.
Although
we do not import goods into or export goods out of the PRC, fluctuation of the Renminbi (“RMB”) may indirectly affect
our financial condition by affecting the volume of cross-border money flow.
Although
we use the United States dollar for financial reporting purposes, all of the transactions effected by WFOE and Taiying are denominated
in the PRC’s currency, the RMB. The value of the RMB fluctuates and is subject to changes in the PRC’s political and
economic conditions. We do not currently engage in hedging activities to protect against foreign currency risks. Even if we choose
to engage in such hedging activities, we may not be able to do so effectively. Future movements in the exchange rate of the RMB
could adversely affect our financial condition as we may suffer financial losses when transferring money raised outside of China
into the country or paying vendors for services performed outside of China.
If
any dividend is declared in the future and paid in a foreign currency, you may be taxed on a larger amount in U.S. dollars than
the U.S. dollar amount that you will actually ultimately receive.
If
you are a United States holder, you will be taxed on the U.S. dollar value of your dividends, if any, at the time you receive
them, even if you actually receive a smaller amount of U.S. dollars when the payment is in fact converted into U.S. dollars. Specifically,
if a dividend is declared and paid in a foreign currency, the amount of the dividend distribution that you must include in your
income as a U.S. holder will be the U.S. dollar value of the payments made in the foreign currency, determined at the spot rate
of the foreign currency to the U.S. dollar on the date the dividend distribution is includible in your income, regardless of whether
the payment is in fact converted into U.S. dollars. Thus, if the value of the foreign currency decreases before you actually convert
the currency into U.S. dollars, you will be taxed on a larger amount in U.S. dollars than the U.S. dollar amount that you will
actually ultimately receive.
We
may become a passive foreign investment company, which could result in adverse U.S. tax consequences to U.S. investors.
Based
on the nature of our business activities, we may be classified as a passive foreign investment company (“PFIC”), by
the U.S. Internal Revenue Service (“IRS”), for U.S. federal income tax purposes. Such characterization could result
in adverse U.S. tax consequences to you if you are a U.S. investor. For example, if we are a PFIC, a U.S. investor will become
subject to burdensome reporting requirements. The determination of whether or not we are a PFIC is made on an annual basis and
will depend on the composition of our income and assets from time to time. Specifically, we will be classified as a PFIC for U.S.
tax purposes if either:
|
●
|
75%
or more of our gross income in a taxable year is passive income; or
|
|
●
|
the
average percentage of our assets by value in a taxable year that produce or are held for the production of passive income
(which includes cash) is at least 50%.
|
The
calculation of the value of our assets is based, in part, on the then market value of our common shares, which is subject to change.
In addition, the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raised in
our initial public offering. We cannot assure that we will not be a PFIC for any taxable year. See “Taxation – United
States Federal Income Taxation-Passive Foreign Investment Company.”
Introduction
of new laws or changes to existing laws by the PRC government may adversely affect our business.
The
PRC legal system is a codified legal system made up of written laws, regulations, circulars, administrative directives and internal
guidelines. Unlike common law jurisdictions such as the U.S., decided cases (which may be taken as reference) do not form part
of the legal structure of the PRC and thus have no binding effect. Furthermore, in line with its transformation from a centrally
planned economy to a more market-oriented economy, the PRC government is still in the process of developing a comprehensive set
of laws and regulations. As the legal system in the PRC is still evolving, laws and regulations or their interpretation may be
subject to further changes. Such uncertainty and prospective changes to the PRC legal system could adversely affect our results
of operations and financial condition.
Governmental
control of currency conversion may affect the value of your investment.
The
PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance
of currency out of the PRC, which may take as long as six months in the ordinary course. We receive the majority of our revenues
in Renminbi. Under our current corporate structure, our income is derived from payments from WFOE. Shortages in the
availability of foreign currency may restrict the ability of WFOE to remit sufficient foreign currency to pay dividends or other
payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange
regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related
transactions, can be made in foreign currencies without prior approval from the PRC SAFE by complying with certain procedural
requirements. However, approval from appropriate government authorities is required where Renminbi is to be converted into
foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign
currencies. The PRC government may also at its discretion restrict access in the future to foreign currencies for current
account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy
our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders. See “Business
Overview – Regulations on Foreign Currency Exchange and Dividend Distribution.”
Fluctuation
of the Renminbi could materially affect our financial condition and results of operations
The
value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes
in political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value
of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band
against a basket of certain foreign currencies. This change in policy has resulted in an appreciation of the Renminbi against
the U.S. dollar. While the international reaction to the Renminbi revaluation has generally been positive, there remains international
pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more rapid
appreciation of the Renminbi against the U.S. dollar. Any material revaluation of Renminbi may materially and adversely affect
our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our common shares in
U.S. dollars. For example, an appreciation of Renminbi against the U.S. dollar would make any new Renminbi denominated investments
or expenditures more costly to us, to the extent that we need to convert U.S. dollars into Renminbi for such purposes. See “Exchange
Rate Information.”
Our business benefits from certain government grants and
incentives. Expiration, reduction or discontinuation of, or changes to, these incentives may reduce our net income.
The Company has received grants from various
governmental agencies after meeting certain conditions, such as locating call centers in their jurisdictions or obtaining certain
technological certifications. Government grants represented 14% of our net income during 2019.
The Company has benefitted from such grants
and subsidies. In particular, the grants and subsidies that the Company received in 2019 included but not limited to:
|
●
|
A one-time subsidy of RMB 2 million from Foshan
City Nanhai District Financial Development Office for the moving into the Foshan Center;
|
|
|
|
|
●
|
A subsidy of RMB 1.52 million of 2018 city-level
special fund for promoting commercial development of 2018;
|
|
|
|
|
●
|
A one-time subsidy of RMB 1,417,700 from Shushan
Economy Development Bureau for construction and redecoration;
|
|
|
|
|
●
|
A one-time subsidy of RMB 1 million from Jingdong
Township People’s Government for moving Jiangxi Center into 1-2-3 Office Buildings;
|
|
|
|
|
●
|
A one-time subsidy of RMB 600,000 from Taierzhuang
District Government for 2017 startup service funds;
|
|
|
|
|
●
|
A one-time subsidy of RMB 574,700 from Nanchang
City Department of Commerce and Qingshan Lake District Department of Commerce for the 2017 special funds of supporting service
outsourcing industry development;
|
|
|
|
|
●
|
A one-time subsidy of RMB 465,100 from Jingdong
Township People’s Government;
|
|
|
|
|
●
|
A one-time subsidy of RMB 450,000 from Taian
High-Tech Industry Development District Department of Finance for 2018 special fund of cultivating important enterprises;
|
|
|
|
|
●
|
A one-time subsidy of RMB 350,000 from Taian
High-Tech Industry Development District Department of Finance for 2018 province-level special fund of promoting commerce development;
|
|
|
|
|
●
|
A one-time subsidy of RMB 300,000 from Taian
High-Tech Industry Development District Department of Finance for 2019 technology innovation development project funds;
|
|
|
|
|
●
|
A one-time employment and internship subsidy
of RMB 278,100 for 2018 from Taian City Human Resources and Social Security Bureau;
|
|
|
|
|
●
|
A one-time subsidy of RMB 240,500 from Taian
High-Tech Industry Development District Department of Finance for supporting employment and internship;
|
|
|
|
|
●
|
A recurring subsidy of a total of RMB 367,800
from Bureau of Science and Technology, Bureau of Finance, Bureau of Taxation, and Bureau of Local Taxation of Shandong Province
for enterprise research development;
|
|
|
|
|
●
|
A one-time subsidy of RMB 200,000 from Langfang
City Department of Science and Technology for enterprise with newly-recognized HNTE status;
|
|
|
|
|
●
|
A one-time subsidy of RMB 200,000 from Sanhe
City Department of Industrialization and Informationalization for 2018 special fund of technology innovation;
|
|
|
|
|
●
|
A one-time subsidy of RMB 200,000 for 2017 special
fund promoting the transformation and upgrade of open economy;
|
|
|
|
|
●
|
A one-time subsidy of RMB 188,700 from Chongqing
City Yongchuan District Department of Human Resources and Social Security for stabilizing employment in 2018;
|
|
|
|
|
●
|
A one-time subsidy of RMB 188,000 from Anhui
Department of Human Resources and Social Security for new employee trainings;
|
|
|
|
|
●
|
A one-time employment subsidy of RMB 186,800
for 2019;
|
|
|
|
|
●
|
A one-time subsidy of RMB 32,000 from Taian
Startup Investment Co., Ltd. for province-level startup company incubation training and brining in high-level
talents
|
|
|
|
|
●
|
A recurring subsidy of a total of RMB 288,900
from Chongqing City Yongchuan District Department of Human Resources and Social Security for college graduate internship;
|
|
|
|
|
●
|
A one-time subsidy of RMB 150,000 from Taian
High-Tech Industry Development District Department of Finance for province-level service industry development;
|
|
|
|
|
●
|
A one-time subsidy of RMB 144,500 to Huaian
Center for stabilizing employment;
|
|
|
|
|
●
|
A one-time subsidy of RMB 130,000 from Xinjiang
Autonomous Region Department of Commerce for training foreign economy and trade service outsourcing talents;
|
In addition, Taiying, Central BPO,
JTTC, SCBI, JTIS, HTCC, JXTT, XTTC, ATIT, ZSEC, GTTC, and STTC were entitled to a 15% income tax rate for the year of 2019,
which is less than the standard 25% income tax rate in the PRC.
The local PRC government authorities may
reduce or eliminate these incentives through new legislation at any time in the future. In the event Taiying and its applicable
subsidiaries are no longer exempt from lowered income taxation, their applicable tax rate would increase from 15% to up to 25%,
the standard business income tax rate in the PRC. In addition, the termination of one-time subsidies for call center business
development could increase the burden of constructing and operating call centers of such size in the future. The reduction or
discontinuation of any of these economic incentives could negatively affect our business and operations.
PRC’s
labor law restricts our ability to reduce our workforce in the PRC in the event of an economic downturn and may increase our production
costs.
The PRC Labor Contract Law, effective on
July 1, 2013, is considered one of the strictest labor laws in the world, which, among other things, provides for specific
standards and procedures for the termination of an employment contract and places the burden of proof on the employer. The law
requires the payment of a statutory severance pay upon the termination of an employment contract in most cases, including the
case of the expiration of a fixed-term employment contract. Further, it requires an employer to conclude an “employment
contract without a fixed-term” with any employee who either has worked for the same employer for 10 consecutive years or
more or has had two consecutive fixed-term contracts with the same employer. An “employment contract without a fixed term”
can no longer be terminated on the ground of the expiration of the contract, although it can still be terminated pursuant to the
standards and procedures set forth under the new law. Because of the lack of precedent for the enforcement of such a law, the
standards and procedures set forth under the law in relation to the termination of an employment contract have raised concerns
among foreign investment enterprises in the PRC that such an “employment contract without a fixed term” might in fact
become a “lifetime, permanent employment contract.”
In addition, under the PRC Labor Contract
Law, downsizing of either more than 20 people or more than 10% of the workforce may occur only under specified circumstances,
such as a restructuring undertaken pursuant to the PRC’s Enterprise Bankruptcy Law, or where a company suffers serious difficulties
in production and/or business operations, or where there has been a material change in the objective economic circumstances relied
upon by the parties at the time of the conclusion of the employment contract, thereby making the performance of such employment
contract not possible. All of our employees working for us exclusively within the PRC are covered by the PRC Labor Contract Law
and thus, our ability to adjust the size of our operations when necessary in periods of recession or less severe economic downturns
may be curtailed. Accordingly, if we face future periods of decline in business activity generally or adverse economic periods
specific to our business, this new law can be expected to exacerbate the adverse effect of the economic environment on our results
of operations and financial condition.
Failure to make adequate contributions to various employee
benefit plans as required by PRC regulations may subject us to penalties.
Companies operating in China are required
to participate in various government sponsored employee benefit plans, including certain social insurance, housing funds and other
welfare-oriented payment obligations, and contribute to the plans in amounts equal to certain percentages of salaries, including
bonuses and allowances, of our employees up to a maximum amount specified by the local government from time to time at locations
where we operate our businesses. The requirement of employee benefit plans has not been implemented consistently by the local
governments in China given the different levels of economic development in different locations. If any of PRC companies controlled
by us are deemed to have made inadequate employee benefit payments for their employees, we may be required to make up the contributions
for these plans as well as to pay late fees and fines. If we are subject to late fees or fines in relation to the underpaid employee
benefits, our financial condition and results of operations may be adversely affected.
We
may be subject to fines and legal sanctions by SAFE or other PRC government authorities if we or our employees who are PRC citizens
fail to comply with PRC regulations relating to employee stock options granted by offshore listed companies to PRC citizens.
On February 15, 2012, SAFE promulgated
the Circular of the State Administration of Foreign Exchange on Issues Concerning the Administration of Foreign Exchange Used
for Domestic Individuals’ Participation in Equity Incentive Plans of Companies Listed Overseas, or Circular 7. Under Circular
7, Chinese citizens who are granted share options by an offshore listed company are required, through a Chinese agent or Chinese
subsidiary of the offshore listed company, to register with SAFE and complete certain other procedures, including applications
for foreign exchange purchase quotas and opening special bank accounts. In the event we or our Chinese employees are granted share
options we and our Chinese employees will subject to Circular 7. Failure to comply with these regulations may subject us or our
Chinese employees to fines and legal sanctions imposed by SAFE or other PRC government authorities and may prevent us from further
granting options under our share incentive plans to our employees. Such events could adversely affect our business operations.
Changes
in PRC’s political and economic policies could harm our business.
Substantially all of our business operations
are conducted in the PRC. Accordingly, our results of operations, financial condition and prospects are subject to economic, political
and legal developments in the PRC. China’s economy differs from the economies of most developed countries in many respects,
including with respect to the amount of government involvement, level of development, growth rate, and control of foreign exchange
and allocation of resources.
The
PRC economy has historically been a planned economy subject to governmental plans and quotas and has, in certain aspects, been
transitioning to a more market-oriented economy. Although we believe that the economic reform and the macroeconomic measures
adopted by the PRC government have had a positive effect on the economic development of PRC, we cannot predict the future direction
of these economic reforms or the effects these measures may have on our business, financial position or results of operations. In
addition, the PRC economy differs from the economies of most countries belonging to the Organization for Economic Cooperation
and Development (“OECD”). These differences include, without limitation:
|
●
|
level
of government involvement in the economy;
|
|
●
|
level
of capital reinvestment;
|
|
●
|
control
of foreign exchange;
|
|
●
|
methods
of allocating resources; and
|
|
●
|
balance
of payments position.
|
As
a result of these differences, our business may not develop in the same way or at the same rate as might be expected if the PRC
economy were similar to those of the OECD member countries. See “Business Overview– Industry and Market Background.”
Since
1979, the Chinese government has promulgated many new laws and regulations covering general economic matters. Despite these
efforts to develop a legal system, the PRC’s system of laws is not yet complete. Even where adequate law exists in
the PRC, enforcement of existing laws or contracts based on existing law may be uncertain or sporadic, and it may be difficult
to obtain swift and equitable enforcement or to obtain enforcement of a judgment by a court of another jurisdiction. The
relative inexperience of the PRC’s judiciary, in many cases, creates additional uncertainty as to the outcome of any lawsuit. In
addition, interpretation of statutes and regulations may be subject to government policies reflecting domestic political changes.
Our activities in the PRC will also be subject to administration review and approval by various national and local agencies of
the PRC’s government. Because of the changes occurring in the PRC’s legal and regulatory structure, we may not
be able to secure the requisite governmental approval for our activities. Although we have obtained all required governmental
approvals to operate our business as currently conducted, to the extent we are unable to obtain or maintain required governmental
approvals, the PRC government may, in its sole discretion, prohibit us from conducting our business. See “Business
Overview – Industry and Market Background.”
If
relations between the United States and China worsen, our share price may decrease and we may have difficulty accessing U.S. capital
markets.
At
various times during recent years, the United States and China have had disagreements over political and economic issues. Controversies
may arise in the future between these two countries. Any political or trade controversy between the United States and China could
adversely affect the market price of our common shares and our ability to access U.S. capital markets.
If we become directly subject to the recent scrutiny,
criticism and negative publicity involving U.S.-listed China-based companies, we may have to expend significant resources to investigate
and resolve the matter which could harm our business operations, and our reputation and could result in a loss of your investment
in our shares, especially if such matter cannot be addressed and resolved favorably.
Recently, U.S. public companies that have
substantially all of their operations in China, have been the subject of intense scrutiny, criticism and negative publicity by
investors, financial commentators and regulatory agencies, such as the SEC. Much of the scrutiny, criticism and negative publicity
has centered around financial and accounting irregularities, a lack of effective internal controls over financial accounting,
inadequate corporate governance policies or a lack of adherence thereto and, in some cases, allegations of fraud. As a result
of the scrutiny, criticism and negative publicity, the publicly traded stock of many U.S. listed Chinese companies has sharply
decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder
lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear
what effect this sector-wide scrutiny, criticism and negative publicity will have on our company and our business. If we become
the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant
resources to investigate such allegations and/or defend the Company. This situation may be a major distraction to our management.
If such allegations are not proven to be groundless, our company and business operations will be severely hampered and your investment
in our shares could be rendered worthless.
The
Chinese government could change its policies toward private enterprise or even nationalize or expropriate private enterprises,
which could result in the total loss of our investment in that country.
Our
business is subject to political and economic uncertainties and may be adversely affected by political, economic and social developments
in the PRC. Over the past several years, the PRC government has pursued economic reform policies including the encouragement
of private economic activity and greater economic decentralization. The PRC government may not continue to pursue these policies
or may alter them to our detriment from time to time with little, if any, prior notice.
Changes
in policies, laws and regulations or in their interpretation or the imposition of confiscatory taxation, restrictions on currency
conversion, restrictions or prohibitions on dividend payments to shareholders, devaluations of currency or the nationalization
or other expropriation of private enterprises could have a material adverse effect on our business. Nationalization or expropriation
could even result in the total loss of our investment in the PRC and in the total loss of any investment in us.
Our subsidiaries’ financial
statements are prepared under different accounting standards than our consolidated financial statements.
We prepare the financial statements for each of our subsidiaries that are PRC legal entities
in accordance with the requirements of generally accepted accounting principles in China, or PRC GAAP. These financial statements
drive how we calculate the taxes payable for operations of these subsidiaries. By contrast, we prepare the consolidated financial
statements for CCRC in accordance with generally accepted accounting principles in the United States, or U.S. GAAP. The process
of consolidating the financial statements and changing from PRC GAAP to U.S. GAAP requires us to make certain adjustments on consolidation.
This can result in some discrepancies between the financial statements used to prepare our tax filings in China and the financial
statements audited by our independent registered accounting firm and subsequently filed with the SEC. We intend to continue reporting
in this manner. To the extent the discrepancies between PRC GAAP and U.S. GAAP are material, we could find, for example, that
a PRC subsidiary shows taxable income for which payment of taxes is due, while our U.S. GAAP-audited financial statements show
taxable loss.
Because
our operations are located in the PRC, information about our operations is not readily available from independent third-party
sources.
Because
Taiying and WFOE are based in the PRC, our shareholders may have greater difficulty in obtaining information about them on a timely
basis than would shareholders of a U.S.-based company. Their operations will continue to be conducted in the PRC and shareholders
may have difficulty in obtaining information about them from sources other than the companies themselves. Information available
from newspapers, trade journals, or local, regional or national regulatory agencies such as issuance of construction permits and
contract awards for development projects will not be readily available to shareholders and, where available, will likely be available
only in Chinese. Shareholders will be dependent upon management for reports of their progress, development, activities and expenditure
of proceeds.
Risks
Related to Ownership of Our Common Shares
The
market price for our common shares may be volatile, which could result in substantial losses to investors.
The trading prices for our common shares
have fluctuated since we first listed our common shares. Since our common shares became listed on the NASDAQ on December 21, 2015,
the trading price of our common shares has ranged from $4.39 to $35.10 per common share, and the last reported trading price on
May 28, 2020 was $4.35 per common share. The market price of our common shares may fluctuate significantly in response
to numerous factors, many of which are beyond our control, including:
|
●
|
actual
or anticipated fluctuations in our revenue and other operating results;
|
|
●
|
the
financial projections we may provide to the public, any changes in these projections or our failure to meet these projections;
|
|
●
|
actions
of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts
who follow our company, or our failure to meet these estimates or the expectations of investors;
|
|
●
|
announcements
by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships,
joint ventures, or capital commitments;
|
|
●
|
price
and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;
|
|
●
|
lawsuits
threatened or filed against us;
|
|
●
|
price
and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; and
|
|
●
|
other
events or factors, including those resulting from war or incidents of terrorism, or responses to these events
|
In addition, the stock markets have experienced
extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many
companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance
of those companies. In the past, shareholders have filed securities class action litigation following periods of market volatility.
If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention
of management from our business, and adversely affect our business.
If
our financial condition deteriorates, we may not meet continued listing standards on the NASDAQ Capital Market.
The
NASDAQ Capital Market requires companies to fulfill specific requirements in order for their shares to continue to be listed.
In order to qualify for continued listing on the NASDAQ Capital Market, we must meet the following criteria:
|
●
|
Our
shareholders’ equity must be at least $2,500,000; or the market value of our listed securities must be at least $35,000,000;
or our net income from continuing operations in our last fiscal year (or two of the last three fiscal years) must have been
at least $500,000;
|
|
●
|
The
market value of our shares must be at least $1,000,000;
|
|
●
|
The
minimum bid price for our shares must be at least $1.00 per share;
|
|
●
|
We
must have at least 300 shareholders;
|
|
●
|
We
must have at least 2 market makers; and
|
|
●
|
We
must have adopted NASDAQ-mandated corporate governance measures, including a Board of Directors comprised of a majority of
independent directors, an Audit Committee comprised solely of independent directors and the adoption of a code of ethics among
other items.
|
If
our shares are delisted from the NASDAQ Capital Market at some later date, our shareholders could find it difficult to sell our
shares. In addition, if our common shares are delisted from the NASDAQ Capital Market at some later date, we may apply to have
our common shares quoted on the Bulletin Board or in the “pink sheets” maintained by the National Quotation Bureau,
Inc. The Bulletin Board and the “pink sheets” are generally considered to be less efficient markets than the NASDAQ
Capital Market. In addition, if our common shares are not so listed or are delisted at some later date, our common shares may
be subject to the “penny stock” regulations. These rules impose additional sales practice requirements on broker-dealers
that sell low-priced securities to persons other than established customers and institutional accredited investors and require
the delivery of a disclosure schedule explaining the nature and risks of the penny stock market. As a result, the ability or willingness
of broker-dealers to sell or make a market in our common shares might decline. If our common shares are not so listed or are delisted
from the NASDAQ Capital Market at some later date or become subject to the penny stock regulations, it is likely that the price
of our shares would decline and that our shareholders would find it difficult to sell their shares.
We
incur increased costs as a result of being a public company.
As
a public company, we incur legal, accounting and other expenses that we did not incur as a private company. For example, we must
now engage U.S. securities law counsel and U.S. auditors that we did not require as a private company, and we have annual payments
for listing on Nasdaq. In addition, the Sarbanes-Oxley Act, as well as new rules subsequently implemented by the SEC and Nasdaq,
have required changes in corporate governance practices of public companies. We expect these new rules and regulations to increase
our legal, accounting and financial compliance costs and to make certain corporate activities more time-consuming and costly.
In addition, we incur additional costs associated with our public company reporting requirements. While it is impossible to determine
the amounts of such expenses, we expect that we incur expenses of between $500,000 and $1 million per year that we did not experience
as a private company.
The obligation to disclose information publicly may put us
at a disadvantage to competitors that are private companies which could have an adverse effect on our results of operations.
As a reporting company in the United States,
we are required to file periodic reports with the Securities and Exchange Commission upon the occurrence of matters that are material
to our Company and shareholders. In some cases, we will need to disclose material agreements or results of financial operations
that we would not be required to disclose if we were a private company. Our competitors may have access to this information, which
would otherwise be confidential. This may give them advantages in competing with our Company. Similarly, as a U.S.-listed public
company, we are governed by U.S. laws that our competitors, which are mostly private Chinese companies, are not required to follow.
To the extent compliance with U.S. laws increases our expenses or decreases our competitiveness against such companies, our public
listing could affect our results of operations.
Securities analysts
may not publish favorable research or reports about our business or may publish no information at all, which could cause our stock
price or trading volume to decline.
The trading market for our common shares
is influenced to some extent by the research and reports that industry or financial analysts publish about us and our business.
We do not control these analysts. As a foreign public company, we may be slow to attract research coverage and the analysts who
publish information about our common shares will have had relatively little experience with us or our industry, which could affect
their ability to accurately forecast our results and could make it more likely that we fail to meet their estimates. In the event
we obtain securities or industry analyst coverage, if any of the analysts who cover us provide inaccurate or unfavorable research
or issue an adverse opinion regarding our stock price, our stock price could decline. If one or more of these analysts cease coverage
of us or fail to publish reports covering us regularly, we could lose visibility in the market, which in turn could cause our
stock price or trading volume to decline and result in the loss of all or a part of your investment in us.
Our disclosure controls
and procedures may not prevent or detect all errors or acts of fraud.
We are subject to the periodic reporting
requirements of the Exchange Act. We designed our disclosure controls and procedures to provide reasonable assurance that information
we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded,
processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure
controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that
the objectives of the control system are met.
These inherent limitations include the
realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized
override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or
fraud may occur and not be detected.
If we fail to maintain
an effective system of internal control, we may be unable to accurately report our operating results, meet our reporting obligations
or prevent fraud.
As a public company in the United States
we are subject to the Sarbanes-Oxley Act of 2002. Section 404 of the Sarbanes-Oxley Act of 2002, which requires that we include
a report of management on our internal control over financial reporting in this annual report on Form 20-F. In addition, once
we cease to be an “emerging growth company” as such term is defined under the JOBS Act, our independent registered
public accounting firm must attest to and report on the effectiveness of our internal control over financial reporting. Our management
may conclude that our internal control over financial reporting is not effective. Moreover, even if our management concludes that
our internal control over financial reporting is effective, our independent registered public accounting firm, after conducting
its own independent testing, may issue a report that is qualified if it is not satisfied with our internal controls or the level
at which our controls are documented, designed, operated or reviewed, or if it interprets the relevant requirements differently
from us. In addition, after we become a public company, our reporting obligations may place a significant strain on our management,
operational and financial resources and systems for the foreseeable future. We may be unable to timely complete our evaluation
testing and any required remediation.
During the course of documenting and testing
our internal control procedures, in order to satisfy the requirements of Section 404 of the Sarbanes-Oxley Act of 2002, we may
identify other weaknesses and deficiencies in our internal control over financial reporting. In addition, if we fail to maintain
the adequacy of our internal control over financial reporting, as these standards are modified, supplemented or amended from time
to time, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting in
accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Generally, if we fail to achieve and maintain an effective internal
control environment, we could suffer material misstatements in our financial statements and fail to meet our reporting obligations,
which would likely cause investors to lose confidence in our reported financial information. This could in turn limit our access
to capital markets, and harm our results of operations. Additionally, ineffective internal control over financial reporting could
expose us to increased risk of fraud or misuse of corporate assets and subject us to potential delisting from the stock exchange
on which we list, regulatory investigations and civil or criminal sanctions.
Our
classified board structure may prevent a change in control of our company.
Our
board of directors is divided into three classes of directors. Directors of the first class hold office for a term expiring
at the next annual meeting of shareholders, directors of the second class hold office for a term expiring at the second succeeding
annual meeting of shareholders and directors of the third class hold office for a term expiring as the third succeeding annual
meeting shareholders. Directors of each class are chosen for three-year terms upon the expiration of their current terms.
The staggered terms of our directors may reduce the possibility of a tender offer or an attempt at a change in control, even though
a tender offer or change in control might be in the best interest of our shareholders. See “Management – C. Board
Practices.”
Our
employees, officers and/or directors control a sizeable amount of our common shares, decreasing your influence on shareholder
decisions.
Our
employees, officers and/or directors, in the aggregate, beneficially own approximately 28.1% of our outstanding shares. As a result,
our employees, officers and directors possess substantial ability to impact our management and affairs and the outcome of matters
submitted to shareholders for approval. These shareholders, acting individually or as a group, could exert substantial influence
over matters such as electing directors and approving mergers or other business combination transactions. This concentration of
ownership and voting power may also discourage, delay or prevent a change in control of our company, which could deprive our shareholders
of an opportunity to receive a premium for their shares as part of a sale of our company and might reduce the price of our common
shares. These actions may be taken even if they are opposed by our other shareholders. See “Share Ownership.”
As the rights of shareholders under British Virgin Islands
law differ from those under U.S. law, you may have fewer protections as a shareholder.
Our corporate affairs are governed by our
memorandum and articles of association, the British Virgin Islands Business Companies Act, 2004 (the “BVI Act”), and
the common law of the British Virgin Islands. The rights of shareholders to take legal action against our directors, actions by
minority shareholders and the fiduciary responsibilities of our directors under British Virgin Islands law are to a large extent
governed by the common law of the British Virgin Islands and by the BVI Act. The common law of the British Virgin Islands is derived
in part from comparatively limited judicial precedent in the British Virgin Islands as well as from English common law, which
has persuasive, but not binding, authority on a court in the British Virgin Islands. The rights of our shareholders and the fiduciary
responsibilities of our directors under British Virgin Islands law are not as clearly established as they would be under statutes
or judicial precedents in some jurisdictions in the United States. In particular, the British Virgin Islands has a less developed
body of securities laws as compared to the United States, and some states (such as Delaware) have more fully developed and judicially
interpreted bodies of corporate law.
As
a result of all of the above, holders of our shares may have more difficulty protecting their interests through actions against
our management, directors or major shareholders than they would as shareholders of a U.S. company.
British
Virgin Islands companies may not be able to initiate shareholder derivative actions, thereby depriving shareholders of the ability
to protect their interests.
British
Virgin Islands companies may not have standing to initiate a shareholder derivative action in a federal court of the United States.
The circumstances in which any such action may be brought, and the procedures and defenses that may be available with respect
to any such action, may result in the rights of shareholders of a British Virgin Islands company being more limited than those
of shareholders of a company organized in the United States. Accordingly, shareholders may have fewer alternatives available to
them if they believe that corporate wrongdoing has occurred. The British Virgin Islands courts are also unlikely to recognize
or enforce against us judgments of courts in the United States based on certain liability provisions of U.S. securities law; and
to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain liability provisions
of U.S. securities laws that are penal in nature. There is no statutory recognition in the British Virgin Islands of judgments
obtained in the United States, although the courts of the British Virgin Islands will generally recognize and enforce the non-penal
judgment of a foreign court of competent jurisdiction without retrial on the merits. This means that even if shareholders were
to sue us successfully, they may not be able to recover anything to make up for the losses suffered.
The
laws of the British Virgin Islands provide little protection for minority shareholders, so minority shareholders will have little
or no recourse if the shareholders are dissatisfied with the conduct of our affairs.
Under
the law of the British Virgin Islands, there is little statutory law for the protection of minority shareholders other than the
provisions of the BVI Act dealing with shareholder remedies. The principal protection under statutory law is that shareholders
may bring an action to enforce the constituent documents of the corporation, in our case, our Memorandum and Articles of Association.
Shareholders are entitled to have the affairs of the company conducted in accordance with the general law and the Memorandum and
Articles. There are common law rights for the protection of shareholders that may be invoked, largely dependent on English company
law, since the common law of the British Virgin Islands for business companies is limited. Under the general rule pursuant to
English company law known as the rule in Foss v. Harbottle, a court will generally refuse to interfere with the management
of a company at the insistence of a minority of its shareholders who express dissatisfaction with the conduct of the company’s
affairs by the majority or the board of directors. However, every shareholder is entitled to have the affairs of the company conducted
properly according to law and the constituent documents of the corporation. As such, if those who control the company have persistently
disregarded the requirements of company law or the provisions of the company’s memorandum and articles of association, then
the courts will grant relief. Generally, the areas in which the courts will intervene are the following: (1) an act complained
of which is outside the scope of the authorized business or is illegal or not capable of ratification by the majority; (2) acts
that constitute fraud on the minority where the wrongdoers control the company; (3) acts that infringe on the personal rights
of the shareholders, such as the right to vote; and (4) where the company has not complied with provisions requiring approval
of a special or extraordinary majority of shareholders, which are more limited than the rights afforded minority shareholders
under the laws of many states in the United States.
Item
4. Information on the Company
|
A.
|
History
and Development of the Company.
|
Corporate
History – Taiying, WFOE, CBPO, and CCRC
Taiying was incorporated on December 18,
2007 as a domestic Chinese limited company, with initial registered capital of RMB 3 million. The registered capital of Taiying
was increased to RMB 10 million on February 16, 2012, and to RMB 36 million on February 25, 2019. We formed CBPO, WFOE and CCRC
in 2014, in anticipation of registering the common shares of CCRC in our initial public offering. In connection with the formation
of CCRC, CBPO and WFOE, we caused WFOE to become the wholly-owned foreign entity of CBPO as of August 2014 and to enter into certain
control agreements with Taiying and its shareholder, pursuant to which we, by virtue of our ownership of CBPO and CBPO’s
ownership of WFOE, control Taiying.
Corporate History – Central BPO, JTTC, HTCC, SCBI,
JCBI, ATIT, STTWB, STTCB, STTCZB, JTIS, NTEB, JXTT, XTTC, BTTC, BTIT, STTC, GDTC, GTTC, ZSEC, YTIT, GNDT, STTBB, STTJB, STTHB,
STTGB, ZTTC, and TTZN
Taiying incorporated the following subsidiaries
and branch companies on the dates indicated below:
|
●
|
Central
BPO – January 28, 2010;
|
|
●
|
JTTC
– February 25, 2010;
|
|
●
|
JCBI
– December 12, 2013;
|
|
●
|
ATIT
– December 26, 2013;
|
|
●
|
STTWB – November 8,
2018;
|
|
●
|
STTCB – February 22, 2013;
|
|
|
|
|
●
|
STTCZB – January 28, 2019;
|
|
●
|
NTEB
– December 25, 2014;
|
|
●
|
JXTT
– January 8, 2015;
|
|
●
|
BTTC – June 30, 2015;
|
|
|
|
|
●
|
ZSEC – June 16, 2016;
|
|
|
|
|
●
|
GDTC – September 6, 2018;
|
|
|
|
|
●
|
BTIT – June 16, 2017;
|
|
|
|
|
●
|
STTC – November 8, 2017;
|
|
|
|
|
●
|
GTTC – March 28, 2018;
|
|
|
|
|
●
|
YTIT – July 8,
2019;
|
|
|
|
|
●
|
GNDT – July 25,
2019;
|
|
|
|
|
●
|
STTBB – March
18, 2019;
|
|
|
|
|
●
|
STTJB – December
6, 2019;
|
|
|
|
|
●
|
STTHB – November
28, 2019;
|
|
|
|
|
●
|
STTGB
– January 22, 2020;
|
|
|
|
|
●
|
ZTTC – March 19, 2020; and
|
|
|
|
|
●
|
TTZN – May 18, 2020.
|
We previously incorporated a branch office
STTNB on May 28, 2013 and voluntarily dissolved it on January 15, 2019, and incorporated GTSL on February 17, 2017 and voluntarily
dissolved it on July 26, 2019.
The
principal executive offices of our main operations are located at 1366 Zhongtianmen Street, Xinghuo Science and Technology Park,
High-tech Zone, Taian City, Shandong Province, People’s Republic of China 271000. Our telephone number at this address is
(+86) 538 691 8899. Our registered office in the British Virgin Islands is at the offices of NovaSage Chambers, P.O. Box 4389,
Road Town, Tortola, British Virgin Islands, British Virgin Islands. Our agent for service of process in the United States
is Vcorp Agent Services, Inc. located at 25 Robert Pitt Dr., Suite 204, Monsey, New York 10952. Our corporate website
is www.ccrc.com.
Overview
We
are a BPO service provider focusing on the complex, voice-based and online-based segments of customer care services, including
customer relationship management, technical support, sales, customer retention, marketing surveys and research for certain major
enterprises in the PRC. We provide customer care service via telephone and multimedia platforms, such as Apps, WeChat, Weibo and
websites to our clients. Our call center BPO services enable our clients to increase revenue, reduce operating costs, improve
customer satisfaction, and enhance overall brand value and customer loyalty. Our largest customers in terms of revenue for the
year ended December 31, 2019 were DiDi Chuxing, Taobao, China CITIC Bank, China Merchants Bank, and Alipay. We also provide
outsourcing services to our clients whereby they can lease our employees to work at their offices. We operate our business through
contractual arrangements between our wholly-owned subsidiary, WFOE and our variable interest entity, Taiying.
Taiying
was founded in 2007 by a group of call center industry veterans who have experience running one of the largest paging service
call center network in northern China. Our service programs are delivered through a set of standardized best practices and sophisticated
technologies by our highly trained call center professionals.
We
seek to establish long-term, strategic relationships with our clients by delivering quantifiable value solutions that help improve
our clients’ revenue generation, reduce operating costs, and improve customer satisfaction. To achieve these objectives,
we work closely with our clients to understand what drives their economic value, and then we demonstrate how our performance on
their programs will align with that value. After we initiate the client program, we measure our performance each quarter on key
metrics that we have agreed upon with the client, such as first-time call resolution, the rate at which we are successful in completing
a sale on behalf of our client and customer satisfaction, and then convert our performance into quantifiable value. We then share
this information with our clients to enable them to compare the quantifiable value we have delivered to the value they have received
from other BPO providers or their in-house operations. By entering into contracts containing pricing terms that our clients agree
are based on the value we create per dollar spent by the client, rather than a pricing model focused solely on being able to deliver
the least expensive service offering, or a cost-based commodity pricing model which we believe is most often emphasized in our
industry, we believe we can increase our ability to withstand competitive pricing pressure and to win and retain clients.
We
believe our investments in the quality of our people and processes can lead to quantifiably superior results for our clients.
We have high standards for our employees and we make significant investments in all areas of our human capital, including training,
quality assurance, coaching and our performance management system. We employ a scorecard system that uses objective metrics to
review an employee’s performance to provide clarity of purpose and to ensure accountability for individual results. This
scorecard system is linked to a compensation structure for our employees that is heavily based on individual performance. As a
result of our reliance on objective metrics in our performance management system, we have what we refer to as a metric-driven
performance culture among our employees. We believe that our focus on investing in human capital and use of a metric-driven, performance
based business model positions us to provide value-added solutions to our clients, which we believe leads to strong relationships
with our clients and recognition in our industry.
As we grow, we continue to expand our national
presence and service offerings to increase revenue, improve operational efficiencies and drive brand loyalty for our clients.
Our service is currently delivered from our call centers located in Shandong Province, Jiangsu Province, Guangdong
Province, Yunnan Province, Hubei Province, Jiangxi Province, Hebei Province, Anhui Province, Sichuan Province, Heilongjiang Province,
the Xinjiang Uygur Autonomous Region, the Guangxi Zhuang Autonomous Region, and Chongqing City, which had a total capacity of
22,360 seats as of December 31, 2019. We reserved seats in excess of our current labor capacity in anticipation to increase in
labor force due to increase in projects in the near future. In addition to answering and responding to inbound calls, we also
make outbound cold calls to assist banks in promoting their credit card installment services, as well as assist insurance companies
and the provincial subsidiaries of China Mobile and China Telecom in marketing their service products. We also provide online
customer care services via multimedia platforms including Apps, WeChat, Weibo, and websites for our e-commerce clients. Our largest
clients in terms of revenue for the year ended December 31, 2019 were China Mobile, China CITIC Bank, DiDi Chuxing, Taobao,
and China Merchants Bank.
In
addition, we have received several industry awards and asked to participate in several important industry activities. Notable
awards and activities include:
|
●
|
“2018 Most Valuable Financial Service
Provider of Digital Transformation” awarded by the Devott Industry Research Institution in December 2019;
|
|
|
|
|
●
|
“2018 Top 50 Most Influential Service
Outsourcing Enterprise in China” awarded by the Devott Industry Research Institution in December 2019;
|
|
|
|
|
●
|
“2018 Top 20 Most Influential BPO Enterprise
in China” awarded by the Devott Industry Research Institution in December 2019;
|
|
|
|
|
●
|
“2018-2019 Best Service Outsourcing Provider
in China” awarded by CCCS Customer Service Center Standards Committee in December 2019;
|
|
|
|
|
●
|
“2018-2019 Best Customer Call Center Example
in China” awarded by CCCS Customer Service Center Standards Committee in December 2019;
|
|
|
|
|
●
|
“Golden Voice Award – 2019 Best
Outsourcing Customer Call Center” awarded by China Call Center & BPO Industry Association in October 2019;
|
|
●
|
“2019 Golden Headphone Cup - Best Customer
Call Center in China” awarded by China Call Center and E-Commerce Development Research Institution in October 2019;
|
|
|
|
|
●
|
“Leading Service Trade (Outsourcing) Enterprise
of Shandong Province” awarded by Shandong Service Trade Association in August 2019;
|
|
|
|
|
●
|
“2019 Recommended Brand of Customer Call
Center Professional Outsourcing” awarded by CC-CMM International Standard Association in July 2019;
|
|
|
|
|
●
|
“Excellent Community-Level Party Organization
of Shandong Province” awarded by Shandong Province Party Committee in July 2019;
|
|
|
|
|
●
|
“AAA Credit Rating Enterprise” awarded
by China Enterprise Credit Rating Center and Taian Credit Rating Co., Ltd. In March 2019;
|
|
|
|
|
●
|
“Enterprise for Public Service”
awarded by the Charity General Committee of Yongchuan District, Chongqing in March 2019;
|
|
|
|
|
●
|
“2018 Advanced Entity” awarded by
the Chongqing BPO Organization in January 2019;
|
|
|
|
|
●
|
“Vice President Enterprise” awarded
by Foshan BPO Organization in December 2018;
|
|
|
|
|
●
|
“Leading Enterprise of Jiangxi Province
BPO Industry” awarded by Jiangxi Province BPO Industry Organization in December 2018;
|
|
|
|
|
●
|
“Best Intelligent Solution for China Customer
Service Centers of 2017 – 2018” awarded by CCCS Customer Service Center Standards Committee in November 2018;
|
|
|
|
|
●
|
“Best BPO Service Provider for China Customer
Service Centers of 2017 – 2018” awarded by CCCS Customer Service Center Standards Committee in November 2018;
|
|
|
|
|
●
|
“Golden Headphone Yearly Best Data Management
Customer Center – Excellent Customer Experience” awarded by China Call Center and E-Commerce Development Research
Institution in October 2018;
|
|
|
|
|
●
|
“Golden Voice Yearly Customer Service
Center – Customer Service” awarded by China Call Center and E-Commerce Development Research Institution in October
2018;
|
|
|
|
|
●
|
“Excellent Exhibitor” awarded by
Foshan Service Trade and BPO Brand Expo Organization Committee in October 2018;
|
|
|
|
|
●
|
“Small-and-Mid Sized Technology Enterprise
of Hebei Province” awarded by the Science and Technology Department of Hebei Province in August 2018;
|
|
|
|
|
●
|
“City-level Small-and-Mid Sized Technology
Enterprise” awarded by the Zaozhuang City Science and Technology Department in July 2018;
|
|
|
|
|
●
|
“Advanced Enterprise of Safe Production”
awarded by the Muping Development District Management Committee in February 2018;
|
|
|
|
|
●
|
“2017 Excellent E-Commerce Service Enterprise
of Shandong Province” awarded by the Shandong Province E-Commerce Organization in January 2018;
|
|
|
|
|
●
|
“Advanced Entity Taxpayer of Industry
Taxation” awarded by the Management Committee of Chongqing City Yongchuan District Software and Information Service
Outsourcing Industry Zone in January 2018;
|
|
|
|
|
●
|
“Advanced Entity of United Ethnic Groups”
awarded by Xinjiang Shandong Chamber of Commerce in 2018;
|
|
|
|
|
●
|
“Award for BPO Service” awarded
by Intelligence Service Summit Organization Committee in 2018;
|
|
|
|
|
●
|
“Software Enterprise” awarded by
the Jiangsu Province Software Industry Organization in 2018;
|
|
●
|
“Yearly Enterprise of Excellent Development”
for 2016 awarded by the Party Working Committee of High-Tech District, Taian in February 2017;
|
|
●
|
“Golden Voice Award - China Best Customer
Outsourcing Employer” for 2017, awarded by CNCBA in September 2017;
|
|
|
|
|
●
|
“Golden Earphone Award - China Best Customer
Center – Excellent Management Innovation Award” for 2017, awarded by CICED in October 2017;
|
|
|
|
|
●
|
“Golden Earphone Award - China Best Data
Management Customer Center” for 2017, awarded by CICED in October 2017;
|
|
|
|
|
●
|
“Tai Mountain Pioneer Talents” for
2017, awarded by the People’s Government of Taian in December 2017;
|
In addition, our CEO, Gary Wang has received
many awards including, among others, the Distinguish Service Cross for Outsider Entrepreneur in Zhaozhuang City by the Zhaozhuang
People’s Government in October 2019, the 2017 Leading E-Commerce Professional in Shandong Province by the Shandong Province
E-Commerce Organization in January 2018, the Excellent Member of the Youth League by the Yantai City Muping District Committee
of the Youth League in May 2018, the Professional Talent of Shandong Province Service Industry by the Shandong Province Economy
and Information Committee in September 2018, the Leading Professional of Taishan by the People’s Government of Taian City
in December 2017, and the Golden Voice Award – China Customer Service Leader for 2016 awarded by 51 Call Center. Further,
he was one of the ten people recognized to receive the 2013 Outstanding People Award of China Software Outsourcing and Information
Technology Service Industry, an award jointly issued by China Software Outsourcing and Information Technology Service Industry
Alliance and the Software and Integrated Circuit Promotion Center of the Ministry of Industry and Information Technology (MIIT).
Mr. Wang was also one of the fifteen people recognized to receive the 2011 and 2009 China Sourcing Person of the Year within the
China Software and Information Industry Category, and award given by MIIT.
Our CFO, David Wang, was awarded the Golden
Headphone Award Excellent Achievement for the 20th Anniversary of China Customer Service Center Industry Development by the China
Call Center and E-Commerce Development Research Institution in October 2017, the Golden Voice Award 2017 China Customer Service
Leader by the China Call Center and BPO Industry Association in September 2017, Outstanding People Award of China IT Service Industry
for 2014 and 2015, awarded by the Alliance of China IT Service Industry. All of these awards and appointments were made by independent
entities in open competitions with others in the industry.
Also, our Vice President, Guoan Xu, was
awarded the Outstanding Contribution Award of China Customer Call Center by the CCCS Customer Service Center Standards Committee
in December 2019, the “Golden Headphone Award” of the 2019 Best Manager for Customer Center by the China Call Center
and E-Commerce Development Research Institution in October 2019, the 2017 Influential People by the China Information Technology
Service Industry Association in November 2017, and the Revitalization of Taian Award by the People’s Government of Taian
City in May 2017. We believe they reflect widespread recognition of our stature and success in our industry as well as the quality
of our service.
Industry
and Market Background
China’s
Call Center BPO Market
Compared
with countries such as the U.S. and India that have relatively more mature markets, China’s call center outsourcing market
is still in its early stage of development. In the past few years, competition in China’s market was relatively low due
to highly differentiated positions and large number of unexploited potential outsourcing customers. At present, low price, standard
service vendors tend to be most popular in the market. Nevertheless, as more competition in the China market is introduced in
the future, we believe that the ability to provide customer-oriented solutions in the China call center BPO market will be increasingly
valued by customers.
Future
outsourcing development is highly dependent on the current BPO companies’ performance and strategies. Among the current
outsourcing companies, the key drivers of high performance are cost, service quality, intellectual property rights protection,
workforce skills, and industry expertise, along with a high degree of comfort and familiarity with the use of outsourcing as an
effective business practice. Growth in the China call center BPO market will depend on the industry’s ability to address
customer concerns in such areas as quality, confidentiality, information processing ability, human resources, and price.
In
the highly competitive global contact center outsourcing market, China enjoys several advantages. As a result of 30 years of economic
reform, China has greatly improved its infrastructure, in some areas matching those in developed countries. China has a large
domestic market and supply of well-educated workers, along with a talent pool supported by a well-developed education system.
In addition, despite rising labor costs, China’s outsourcing businesses still have, a low cost advantage on the global call
center market.
We
believe outsourcing will continue to grow as a result of greater client demand for cost savings, along with the need for high-quality
customer interactions and innovative service solutions that deliver tangible value. We also believe the desire for companies to
focus on core competencies will remain strong and continue to cause them to outsource certain non-core functions to experienced
outsourcing providers with the appropriate scale, consistent processes and technological expertise.
China’s
economic growth has resulted in a growing consumer population, and we believe that Chinese consumers will continue to develop
needs that can be more efficiently serviced and supported through BPO services. The call center BPO services of our clients are
non-core outsourcing processes, or BPO services that our clients may not view as critical to their operations and are outsourced
to us. By providing these services for our clients, we aid them in streamlining their business operations. Our clients transfer
the complete responsibility of their BPO functions to us, and we are then responsible for maintaining service quality standards.
Telecommunications
Market
China’s mobile phone subscribers increased
to approximately 1.6 billion at the end of 2019. As of June 2019, China reached approximately 847 million mobile internet users,
the percentage of those using mobile phones to go online reaching 99%. With intensified competition in the telecommunications
market, major telecommunication companies such as China Mobile are making transitions from voice-centric to data-centric operations,
from communications to mobile Internet and information consumption, and from mobile communication operations to innovative full
service operations.
Growth in China’s telecommunications
sector continues to be influenced by the country’s overall economy. China’s gross domestic product (“GDP”)
increased 6.1% over the previous year, according to the National Statistical Bureau of China.
Our Operating Companies’ customers
include telecommunications operators in China, namely China Mobile and China Telecom. The restructuring of China’s telecommunications
industry opened the fixed-line, mobile and broadband segments to all existing telecommunications operators in China, and the ensuing
competition in these segments prompted each telecommunications operator to focus more on operating efficiency and its measure
metrics, namely, average revenue per employee. We believe that increasing competition among the three operators will drive demand
for outsourcing their call center functions to third party service providers.
Our
Competitive Strengths
We
believe the following strengths differentiate us from our competitors in our market in China:
|
●
|
We
are a provider of telecommunications call center BPO services to subsidiaries of two significant telecommunications carriers
in China. Our principal operating company, Taiying, is a provider of call center BPO services to the provincial subsidiaries
of two of the three telecommunications carriers in China, specifically China Mobile and China Telecom;
|
|
●
|
We
have developed comprehensive and scalable solutions. Taiying has developed different programs to maximize outbound
calling professionals’ performance across all three major sales metrics: (i) units sold - conversion rate and sales
per hour, (ii) customer retention, and (iii) customer satisfaction from a positive sales experience. Taiying benefits
from economies of scale as a result of being one of the largest telecommunications call center BPO operation in China;
|
|
●
|
We possess a commitment
to innovation and quality service. Taiying, JTIC, JXTY, SCBI and Central BPO have respectively obtained an aggregate
105 registered computer software ownership rights from the China State Copyright Bureau. Taiying has attained several awards
in recognition of its efforts in setting up national call center standards and in improving the quality of call center service;
and Taiying has been recognized with awards and certificates by a variety of government entities for its efforts in call center
BPO service;
|
|
●
|
We possess a strategic,
national presence. We have 29 call center locations in 15 provinces, autonomous regions, and directly-administered
municipalities (Beijing, Shanghai, and Chongqing), with the intention to service the whole China. We believe that our customers
value this strong national presence and our ability to do business in multiple geographic regions in the PRC depending on
factors such as the life cycle of their products, the complexity of the work being performed, the cultural and local language
requirements, and the economics of the total service solution. Our resulting ability to customize a multi-geographic strategy
enhances our ability to win new clients or expand our market share with existing clients;
|
|
●
|
We
possess a high quality, loyal client base in attractive sectors. We maintain broad and long-standing relationships
with clients in many business sectors in China, including e-commerce, banking, finance, transportation and telecommunications.
Notwithstanding our lack of long-term agreements we believe that we have sustainable and long-term relationships with our
clients that make us an integral component of their planning, strategy, and cost model. We believe our clients seek our services
due to our ability to provide scalable and timely solutions that leverage our proven processes and technology investments.
We believe that our approach to client service and our relationships will allow us to maintain our existing base of business
and grow new business as our clients launch new products and enter new geographic regions in the PRC;
|
|
●
|
We
focus upon strong industry growth opportunities. We have traditionally focused on the telecommunications segments
within the BPO market because of its growth potential and attractive operating margins. In addition, we seek to capitalize
on the national trend toward outsourcing BPO services. We also believe that the current economic slowdown has increased demand
for outsourcing not only because it can reduce customer service costs, but also because it offers an incremental channel to
increase sales. At the same time, we expect to benefit from growth in other industries such as financial services, government
bodies, IT and e-commerce; and
|
|
●
|
We
employ highly qualified personnel. Taiying’s workforce is highly skilled with specialized training designed
to address complex customer care engagements; our entrepreneurial management team includes employees who have significant
experience managing call center services. Led by industry veteran, founder, chairman and chief executive officer, Gary
Wang, our management team is comprised of an experienced group of executives, many of whom have approximately 15 or more years
of operating experience in the call center BPO industry.
|
Our
Strategies
We
provide integrated BPO services to help our clients create maximum value for their customers over the long-term. Our goal is to
become the largest call center BPO service provider in China. We intend to achieve this goal by implementing the following strategies:
We intend to pursue strategic acquisitions
and alliances that fit within our core competencies and growth strategy. We plan to grow our revenues and market share
both organically and through targeted acquisitions. Our plans to expand our service offerings into new segments, such as data
management, or into new industries, such as financial services and government bodies, may be accomplished most efficiently and
cost-effectively through the acquisition of companies or assets, or through joint venture arrangements with third parties. We
view acquisitions as a key component of our growth strategy and expect to seek acquisitions in the future that will expand our
existing competencies or add to our portfolio of BPO capabilities;
We
intend to strengthen relationships with key customers. Our existing clients are the subsidiaries of large companies with
diverse BPO needs and we plan to continue our strategy of expanding the scale and scope of the services we provide for these large
clients. We intend to further strengthen our relationships with key clients by not only offering an efficient and flexible cost
model that can reduce costs to the client, but also by expanding our current service offerings within our existing client base
to generate additional revenues for our clients;
We intend to develop new client
relationships. We intend to capitalize on growth opportunities driven by a trend towards use of third party
BPO service providers in China’s call center outsourcing market. The current 22,360 seat capacity of our existing
facilities in Shandong Province, Jiangsu Province, Guangdong Province, Yunnan Province, Hubei Province, Jiangxi Province,
Hebei Province, Anhui Province, Sichuan Province, Heilongjiang Province, the Xinjiang Uygur Autonomous Region, the Guangxi
Zhuang Autonomous Region, and Chongqing City represents what we believe is a very small percentage of China’s BPO
market, which leaves potential for us to gain market share;
We intend to increase our revenue
and market share by expanding our service networks to other provinces. We started with our call center in Shandong Province,
which covers the north region of China. Over the years, we have established a new call center in Chongqing City, which covered
the southwest region of China, and three new call centers in Jiangsu Province, which positioned us to target potential clients
in the Yangtze River Delta. We have also added call centers in Beijing City, Hebei Province, Anhui Province, Sichuan Province,
the Xinjiang Uygur Autonomous Region, and the Guangxi Zhuang Autonomous Region;
We
intend to diversify our client base and provide services to other industries, such as financial services, government bodies, IT
and e-commerce. We currently have a single industry focus, with most of our revenues coming from the telecommunications
industry. While we continue to target the significant market opportunity still available in the telecommunications industry, diversification
of our client base to include customers in the financial services, government, IT and e-commerce industries will position us to
maximize our return on the core competencies of our operation. We believe that the financial services, government services, IT
and e-commerce industries, combined with the telecommunications industry, represent a majority of the overall outsourced market;
We
intend to continue to enhance our brand and augment our service offerings to attract a wider client base and increase revenues.
We expect to continue to promote our brand name, increase our revenue through a combination of securing business from new clients
and increasing our service offerings and market share for existing clients. We expect that our track record, reputation, referrals
and historical working relationship with the provincial subsidiaries of two of the largest telecommunications operators in China,
will allow us to win new clients in the future as more companies outsource their BPO function. We also expect to generate new
business by working with our clients to outsource non-core programs that are currently managed internally; and
We
intend to continue to attract and retain quality employees. We plan to continue our focus on, and investment in, human capital.
Building on our already strong base of recruiting, training and performance management systems, we plan to expand our efforts
in all of these areas to increase our recruiting capacity and maintain our ability to deliver high-quality services.
Our
Lines of Service
We
believe BPO is a key enabler of improved business performance as measured by a company’s ability to consistently outperform
peers through both business and economic cycles. We believe the benefits of BPO include renewed focus on core capabilities, faster
time to market, enhanced revenue generation opportunities, streamlined processes, reduced capital and operating risk, movement
from a fixed to variable cost structure, access to borderless sourcing capabilities, and creation of proprietary best operating
practices and technology, all of which contribute to increased customer satisfaction, profits and shareholder returns for our
clients.
We
believe that companies with high customer satisfaction levels enjoy premium pricing in their industry, which we believe results
in increased profitability and greater shareholder returns. Given the strong correlation between customer satisfaction and improved
profitability, we believe that more companies are increasingly focused on selecting outsourcing partners, such as Taiying, that
can deliver strategic revenue generation and front-to-back-office capabilities to improve the customer experience.
Our
service offerings enable our clients to increase revenue, reduce operating costs, improve customer satisfaction, and enhance overall
brand value and customer loyalty.
Inbound
Customer Care Service. Our inbound customer support service offers answering service hotlines in China, 24 hours a day,
7 days a week. Contacts are initiated primarily by inbound calls from customers on a wide range of topics dealing with customer
enquiries regarding services and billings, directory assistance, account and service changes, password reset/appeals, product
and service inquiries, hotel reservations, airline ticket purchases, customer retention and customer complaints. Customer retention
programs are programs where the customer is calling to cancel service. In the latter case, our customer service associates are
trained to attempt to resolve the customer’s issue and convince the customer to keep their service with the particular provider.
In addition, we initiate sales calls, primarily to existing customers of our clients, for retention and loyalty programs, and
in some cases unsolicited calling for customer acquisition. Taiying operates under licensing and revenue sharing agreements with
the provincial subsidiaries of China Mobile and China Telecom for its inbound calling service.
Outbound
Customer Care Service. We also provide outbound cold calling services such as selling China Mobile’s color ring
back tones (“CRBT”), wireless news service, daily weather service and other Mobile value added service MVAS to targeted
wireless subscribers. Through market segmentation, customer trends and analysis of customer attrition rates, we generate revenue
by making targeted outbound cold callings of potential subscribers. Unlike other MVAS providers who use China Mobile or China
Telecom networks simply as a distribution channel, we create and manage a vast range of MVAS products for China Mobile or China
Telecom, as the case may be, and market them to mobile phone users through the Company’s call centers under the China Mobile
or China Telecom brand, as the case may be. The provincial subsidiaries of China Mobile and China Telecom compensate our company
for selling their products and increasing their revenues by splitting the subscription fee according to a pre-determined formula
for successfully enrolling each subscriber. We believe this arrangement, emphasizing the sale of the products of the telecommunications
operator rather than our own distinguishes us from our competitors, and further strengthen our relationship with the provincial
subsidiaries of China Mobile and China Telecom.
Online Customer Care Service. Our
online customer service is an alternative to our inbound customer care service. Instead of offering customer care services via
telephone, we provide services, such as verifying information, filling in information, and answering inquires, through an online
form of live chat through multimedia platforms including Appss, WeChat, Weibo, and websites. Our clients that use these services
are primary e-commerce providers and clients with some or all of their services provided online.
AI Customer Care Service. In 2019, we
began using artificial intelligence customer care to enchance our lines of services. We intend to use customer service robots,
which are professional service robots intended to interact with customers. These robots come with highly humanoid voice generation
technology and enhanced industry knowledge mapping and learning capabilities, which can automate many tasks in customer service.
We believe, like all robots, our customer service robots’ value lies in labor savings, efficiency and uptime.
For
inbound customer care service, fees are charged based on either number of calls (a fixed charge per interaction) or predetermined
seats charges (weekly charges, or monthly charges per seat). For outbound cold calling services, fees are charged based on the
success of marketing the product and service upon subscription. Telecommunications operators such as China Mobile and China Telecom
typically charge a subscription fee to the subscriber’s monthly bill, keeps predetermined percentage of this fee for itself
and remits the remainder to us. For advanced services, revenue sharing varies among products.
We have graduately diversified our client
base. Currently, our main clients include transportation companies, e-commerce companies, banks and insurance companies, and telecommunications
companies. We derived 45% of our revenues in 2019, compared to 58% in 2018, from our five largest clients.
We primarily utilize our cash flow from operations and short-term
loans to fund working capital, and other strategic and general operating purposes. As of December 31, 2019, and 2018, we had $4,306,138
and $3,635,623 in short term loans, respectively. The amount of capital required over the next 12 months will also depend
on our levels of investment in infrastructure necessary to meet the growth demand of our business. Our working capital and capital
expenditure requirements could increase materially in the event of acquisitions or joint ventures, among other factors. These factors
could require that we raise additional capital through future debt or equity financing. There can be no assurance that additional
financing will be available, at all, or on terms favorable to us.
Customers
We provide services to a diverse
client base that includes such customers as DiDi Chuxing, the provincial subsidiaries of China Mobile and China Telecom, Ping
An Insurance, Haier, HiSense Alibaba Group (including Taobao, Tmall, and Alipay), and so on. We also have outsourcing
contracts with some of China’s largest banks, including China Construction Bank, China CITIC Bank, and China Merchants
Bank.
Contractual
Arrangements
We have signed contracts with our clients
that generally have one-year terms. Outbound customer care service contracts also generally have one-year terms. Both inbound
and outbound contracts have no automatic renewal provisions.
Five of our customer relationships currently in place collectively
accounted for about 45% of our revenues in the year of 2019. The customers (in order of their contribution to our revenues during
that period) are as follows: China Mobile, China CITIC Bank, DiDi Chuxing, Taobao, and China Merchants Bank. Any loss of our relationship
with those customers could impact our revenue and profits.
Sales
and Marketing
Recently we have focused on the financial services
sector, internet-based companies and government bodies for further expansion. We rely on our own sales force to market and sell
our services in China. Our sales team is responsible for obtaining new clients and growing existing clients by identifying additional
sales opportunities. Our sales team is supported by our sales support team, which responds to requests for proposals and requests
for information, including preparing written responses to such requests. Our sales support team is also specifically responsible
for managing and coordinating visits by clients to our call centers. We view these site visits as one of the most important parts
of our sales cycle, and we design site visits to allow prospective clients to experience the elements of our business model at
work.
The focus of our sales and marketing efforts
is to educate prospective clients on what we believe differentiates us as an outsourced provider in the BPO market. Specifically,
our sales effort focuses on our approach of investing in our human capital to outperform expectations and in delivering greater
value per dollar spent. We provide a sales proposition to a prospective client based on quantifiable value per dollar spent by
the client on our services. This gives the client a means of comparing our value created per dollar spent as compared to the same
metrics for their internal centers or other outsourcers. We believe that this approach has been crucial to winning and retaining
clients and increasing our ability to withstand competitive pricing pressure. As of December 31, 2019, we had 23 sales, marketing
and sales support professionals.
Competition
We
operate in a highly competitive environment. We estimate that there are hundreds of companies providing call center BPO service
in China. We also compete with the in-house business process functions of our current and potential clients. We believe our key
advantage over in-house business process functions is that we enable companies to focus on their core services while we focus
on the specialized function of managing their customer relationships. We also compete with certain companies that provide BPO
services including: CM-Tong, Meiyin, Boyue, Asiainfo, 95Teleweb, and Poicom.
We
compete primarily on the basis of our experience, reputation, our quality and scope of services, our speed and flexibility of
implementation, our technological expertise, total value delivered, and our quantifiable value per dollar spent by the client
on our services.
The
business process outsourcing industry is extremely competitive, and outsourcers have historically competed based on pricing terms.
Accordingly, we could be subject to pricing pressure and may experience a decline in our average selling prices for our services.
We attempt to mitigate this pricing pressure by differentiating ourselves from our competition based on the value we bring to
our clients through the quality of our services and our ability to provide quantifiable results that our clients can measure against
our competitors. We seek to compete by emphasizing to our clients the value they receive per dollar spent for our services. We
do not generally compete in the segment of the customer care BPO market that focuses solely on price. We normally provide a sales
proposition to a client based on quantifiable value per dollar spent by the client on our services. We believe that our ability
to quantify value has allowed us to negotiate primarily fixed pricing with our clients that reflects the greater value created
per dollar spent, rather than the cost-based commodity pricing model most often emphasized in our industry.
We believe that we have competitive advantages
in the markets we serve due to our metric-driven BPO solutions, comprehensive and scalable product and service offerings, customer-centric
and cost-effective project management capability, and established customer relationships.
The
principal competitive factors in our markets include:
|
●
|
ability
to provide services that are innovative and attractive to customers and their end-users;
|
|
●
|
service
functionality, quality and performance;
|
|
●
|
customer
service and support;
|
|
●
|
establishment
of a significant customer base; and
|
|
●
|
ability
to introduce new services to the market in a timely manner
|
Research
and Development
We are committed to researching, designing and developing call center
information technology solutions and software products that will meet the future needs of our customers. We continuously upgrade
our existing software products to enhance scalability and performance and to provide added features and functions. As of December 31,
2019, our research and development team consisted of 166 researchers, engineers, developers and programmers. In addition, certain
support employees regularly participate in our research and development programs. Research and development expenses consist primarily
of wage expense incurred to personnel to continuously upgrade the Company’s existing software products. For the years ended
December 31, 2019, 2018, and 2017, research and development expenses of $3,994,464, $4,069,794 and $3,551,629 were included in
selling, general and administrative expenses.
Intellectual
Property Rights
The
PRC has domestic laws for the protection of rights in copyrights, patents, trademarks and trade secrets. The PRC is also a signatory
to all of the world’s major intellectual property conventions, including the:
|
●
|
Convention
establishing the World Intellectual Property Organization (WIPO Convention) (June 4, 1980);
|
|
●
|
Paris
Convention for the Protection of Industrial Property (March 19, 1985);
|
|
●
|
Patent
Cooperation Treaty (January 1, 1994); and
|
|
●
|
Agreement
on Trade-Related Aspects of Intellectual Property Rights (TRIPs) (November 11, 2001).
|
|
|
|
|
●
|
WIPO
Copyright Treaty (WCT) and WIPO Performances and Phonograms Treaty (WPPT) (June 2007).
|
The
PRC Trademark Law, adopted in 1982 and revised in 2013 and 2019, with its implementation rules adopted in 2014, protects registered
trademarks. The Trademark Office of the State Administration of Industry and Commerce (“SAIC”), handles trademark
registrations and grants trademark registrations for a term of ten years.
Our
intellectual property rights are important to our business. We rely on a combination of trade secrets, confidentiality procedures
and contractual provisions to protect our intellectual property. We do not presently hold any patents or registered trademarks.
We have been granted registered computer software
ownership rights by the China State Copyright Bureau to 168 pieces of computer software, including but not limited to, software
programs related to call center integration and optimization, customer relationship management, online testing, insurance industry
customer service inquiry system, and hospital customer service inquiry systems. These software programs allow us to implement
our own computer systems without having to purchase them from an outside vendor, lowering our startup costs for additional call
centers. The China State Intellectual Property Office has granted us patents to two pieces of intellectual property rights,
both patents are related to call center integration and optimization. The Trademark Office of SAIC has granted us 14 registered
trademarks for the abbreviations of our company name and images of our products. We have been granted 16 domain name rights by
the Internet Corporation for Assigned Names and Numbers (“ICANN”) and 11 domain name rights by the China Internet
Network Information Center (“CNNIC”), including our website address ccrc.com. We enter into confidentiality agreements
with most of our employees and consultants, and control access to and distribution of our documentation and other licensed information.
Despite these precautions, it may be possible for a third party to copy or otherwise obtain and use our technology without authorization,
or to develop similar technology independently. Since the Chinese legal system in general, and the intellectual property regime
in particular, is relatively weak, it is often difficult to enforce intellectual property rights in China. Policing unauthorized
use of our technology is difficult and the steps we take may not prevent misappropriation or infringement of our proprietary technology.
In addition, litigation may be necessary in the future to enforce our intellectual property rights, to protect our trade secrets
or to determine the validity and scope of the proprietary rights of others, which could result in substantial costs and diversion
of our resources and could have a material adverse effect on our business, results of operations and financial condition.
We
require our employees to enter into non-disclosure agreements to limit access to and distribution of our proprietary and confidential
information. These agreements generally provide that any confidential or proprietary information developed by us or on our behalf
must be kept confidential. These agreements also provide that any confidential or proprietary information disclosed to third parties
in the course of our business must be kept confidential by such third parties.
As of December 31, 2019, we have obtained
168 registered computer software ownership rights from the China State Copyright Bureau, 14 patents from the China State Intellectual
Property Office, 14 registered trademarks from the Trademark Office of SAIC and 27 domain name rights from ICANN and CNNIC.
In
the event of trademark infringement, the SAIC has the authority to fine the infringer and to confiscate or destroy the infringing
products. In addition to actions taken by SAIC, Taiying would be entitled to sue an infringer for compensation.
REGULATION
Regulation
of the Telecommunications Industry
The
telecommunications industry is highly regulated in China. PRC laws and regulations restrict foreign investment in China’s
telecommunications service industry. The contractual arrangements between our wholly-owned subsidiary, WFOE, and Taiying, allow
us to exercise significant rights over the business operations of Taiying and to realize the economic benefits of the business.
We believe that our operations are in compliance in all material aspects with current, applicable PRC regulations. However, many
PRC laws and regulations are subject to extensive interpretive power of governmental agencies and commissions, and there is substantial
uncertainty regarding the future interpretation and application of these laws or regulations.
The
Chinese telecommunications industry, in which our largest customers operate, is subject to extensive government regulation and
control. Currently, all the major telecommunications and Internet service providers in China are primarily state owned or state
controlled and their business decisions and strategies are affected by the government’s budgeting and spending plans. In
addition, they are required to comply with regulations and rules promulgated from time to time by the Ministry of Industry and
Information Technology and other ministries and government departments.
In September 2000, China published the Regulations
of the People’s Republic of China on Telecommunications, or the “Telecommunications Regulations.”, as amended
in February 2016. The Telecommunications Regulations were the first comprehensive set of regulations governing the conduct of
telecommunications businesses in China. In particular, the Telecommunications Regulations set out in clear terms the framework
for operational licensing, network interconnection, the setting of telecommunications charges and standards of telecommunications
services in China. Also, in September 2000 China’s State Council approved the Administrative Measures on Internet Information
Services, as amended in January 2011, which provide for control and censoring of information on the Internet.
The Ministry of Information Industry (“MII”),
which was reorganized as the Ministry of Industry and Information Technology (“MIIT”) promulgated the Administrative
Measures for Telecommunications Business Operating Licenses in June 2008 (the “Telecommunications License Measures”),
which were last amended in July 2017. The Telecommunications License Measures provide for two types of telecommunications operating
licenses for carriers in the PRC, namely licenses for basic services and licenses for value-added services. In February 2003,
the MII issued a classification of basic and value-added telecommunications services, as amended in March 2016 (the “2015
Classification”). The 2015 Classification maintains the general distinction between basic telecommunications services, or
BTS, and value-added telecommunications services, or VATS, and attempts to define the scope of each service. In particular, the
2015 Classification delineated the differences between “Type 1” and “Type 2” value-added services. Type
1 includes internet data center (IDC), content delivery network (CDN), domestic Internet VPN services (IP-VPN) and internet access
services (ISP). Type 2 covers storage and retransmission (email, voice mail, facsimile), online date and transaction processing,
call centers, domestic multi-party communications services, information services, encoding and protocol conversion and domain
name services (DNS).
Under a separate set of regulations introduced
in December 2001, qualified foreign investors are permitted to invest in certain sectors of China’s telecommunications industry
through Sino-foreign joint ventures, including Type 2 VATS providers, although there have been few reported investments of this
nature to date. These regulations, known as the Provisions on the Administration of Foreign-Invested Telecommunications Enterprises,
as amended, were the result of China’s accession to the World Trade Organization, under which certain qualifying foreign
investors are permitted to own up to 49% of basic telecommunications businesses in China, and up to 50% of value-added telecommunications
services businesses and wireless paging businesses (one of the basic telecommunications businesses). Such requirements for foreign
investments in telecommunication businesses were confirmed by the 2018 Special Management Measures (Negative List) for the Access Investment
(the “Negative List”) jointly issued by NDRC and MOFCOM on December 21, 2018. On June 30, 2019, however, NDRC and
MOFCOM promulgated the new Negative List which became effective on July 30, 2019. The 2019 Negative List lifted all restrictions
on foreign investments for certain types of value-added telecommunication services including e-commerce, domestic multiparty communication,
store-and-forward type, and most importantly, call centers.
We and our PRC operating subsidiaries are
considered foreign persons or foreign-invested enterprises under PRC laws, and, prior to July 30, 2019, were subject to foreign
ownership restrictions in connection with our limited VATS Type 2 business activities. In order to comply with these restrictions,
WFOE, our wholly-owned subsidiary, entered into a series of control agreements with Taiying and its sole shareholder, which allow
us to exercise significant rights over the business operations of Taiying and to realize the economic benefits of the business.
We do not have any equity interest in Taiying, but instead have the right to enjoy economic benefits similar to equity ownership
through our control agreements with Taiying and its sole shareholder. For more information on the regulatory and other risks associated
with our contractual arrangements related to Taiying, please see the discussion in “Risk Factors—Risks Relating to
Our Corporate Structure.” We believe that our operations are in compliance in all material aspects with the applicable PRC
regulations currently and before July 30. 2019. However, many PRC laws and regulations are subject to extensive interpretive power
of governmental agencies and commissions, and there is substantial uncertainty regarding the future interpretation and application
of these laws or regulations.
Regulation
of Foreign Currency Exchange and Dividend Distribution
Foreign
Currency Exchange. The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration
Regulations (1996), as amended on August 5, 2008, the Administration Rules of the Settlement, Sale and Payment of Foreign
Exchange (1996) and the Interim Measures on Administration on Foreign Debts (2003). Under these regulations, Renminbi are freely
convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign
exchange transactions, but not for most capital account items, such as direct investment, loans, repatriation of investment and
investment in securities outside China, unless the prior approval of SAFE or its local counterparts is obtained. In addition,
any loans to an operating subsidiary in China that is a foreign invested enterprise, cannot, in the aggregate, exceed the difference
between its respective approved total investment amount and its respective approved registered capital amount. Furthermore, any
foreign loan must be registered with SAFE or its local counterparts for the loan to be effective. Any increase in the amount of
the total investment and registered capital must be approved by the PRC Ministry of Commerce or its local counterpart. We may
not be able to obtain these government approvals or registrations on a timely basis, if at all, which could result in a delay
in the process of making these loans.
The
dividends paid by the subsidiary to its shareholder are deemed shareholder income and are taxable in China. Pursuant to the Administration
Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), foreign-invested enterprises in China may retain foreign
exchange incomes, subject to a cap approved by SAFE, for settlement of current account transactions without the approval of SAFE.
Foreign exchange transactions under the capital account are still subject to limitations and require approvals from, or registration
with, SAFE and other relevant PRC governmental authorities.
Dividend
Distribution. The principal regulations governing the distribution of dividends by foreign holding companies include the
Company Law of the PRC (1993), as amended in 2013, the Foreign Investment Enterprise Law (1986), as amended in 2016, and the Administrative
Rules under the Foreign Investment Enterprise Law (2001), as amended in 2014.
Under
these regulations, wholly foreign-owned investment enterprises in China may pay dividends only out of their retained profits,
if any, determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned investment enterprises
in China are required to allocate at least 10% of their respective retained profits each year, if any, to fund certain reserve
funds unless these reserves have reached 50% of the registered capital of the enterprises. These reserves are not distributable
as cash dividends, and a wholly foreign-owned enterprise is not permitted to distribute any profits until losses from prior fiscal
years have been offset.
Circular
37. On July 4, 2014, SAFE issued Circular 37, which became effective as of July 4, 2014. According to Circular
37, PRC residents shall apply to SAFE and its branches for going through the procedures for foreign exchange registration of overseas
investments before contributing the domestic assets or interests to a SPV. An amendment to registration or filing with the local
SAFE branch by such PRC resident is also required if the registered overseas SPV’s basic information such as domestic individual
resident shareholder, name, operating period, or major events such as domestic individual resident capital increase, capital reduction,
share transfer or exchange, merger or division has changed. Although the change of overseas funds raised by overseas SPV, overseas
investment exercised by overseas SPV and non-cross-border capital flow are not included in Circular 37, we may be required to
make foreign exchange registration if required by SAFE and its branches.
Moreover, Circular 37 applies retroactively.
As a result, PRC residents who have contributed domestic assets or interests to a SPV, but failed to complete foreign exchange
registration of overseas investments as required prior to implementation of Circular 37, are required to send a letter to SAFE
and its branches for explanation. Under the relevant rules, failure to comply with the registration procedures set forth in Circular 37
may result in receiving a warning from SAFE and its branches, and may result in a fine of up to RMB300,000 for an organization
or up to RMB50,000 for an individual. In the event of failing to register, if capital outflow occurred, a fine up to 30% of the
illegal amount may be assessed.
PRC
residents who control our company are required to register with SAFE in connection with their investments in us. If we use our
equity interest to purchase the assets or equity interest of a PRC company owned by PRC residents in the future, such PRC residents
will be subject to the registration procedures described in Circular 37.
M&A Regulations and Overseas Listings
On
August 8, 2006, six PRC regulatory agencies, including the Ministry of Commerce, the State Assets Supervision and Administration
Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, CSRC and SAFE, jointly
issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rule, which
became effective on September 8, 2006 and was amended on June 22, 2009. This New M&A Rule, among other things, includes
provisions that purport to require that an offshore special purpose vehicle formed for purposes of overseas listing of equity
interests in PRC companies and controlled directly or indirectly by PRC companies or individuals obtain the approval of CSRC prior
to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.
On September 21, 2006, CSRC published
on its official website the Provisions on Indirect Issuance of Securities Overseas by a Domestic Enterprise or Overseas Listing
of Its Securities for Trading, which specify procedures regarding CSRC’s approval for overseas listings by special purpose
vehicles. The CSRC approval procedures require the filing of a number of documents with the CSRC and it would take several months
to complete the approval process. The application of this new PRC regulation remains unclear. Further, on December 28, 2019, China
amended the Securities Law of the PRC (the “2019 PRC Securities Law”) and enacted it on March 1, 2020. Pursuant to
this amendment, the direct or indirect listing or trading of a domestic company’s securities on an overseas stock exchange
shall be in compliance with the relevant requirements of the State Council. The State Council has not yet implemented any detailed
rules in this regard.
Our PRC counsel, GFE Law Office, has advised
us that, based on their understanding of the current PRC laws and regulations:
|
●
|
we
currently control the Operating Companies by virtue of WFOE’s VIE agreements with CCRC but not through equity interest
acquisition nor asset acquisition which are stipulated in the New M&A Rule; and
|
|
●
|
in
spite of the above, CSRC currently has not issued any definitive rule or interpretation concerning whether offerings like
our initial public offering are subject to this new procedure.
|
Regulations
on Offshore Parent Holding Companies’ Direct Investment in and Loans to Their PRC Subsidiaries
An
offshore company may invest equity in a PRC company, which will become the PRC subsidiary of the offshore holding company after
investment. Such equity investment is subject to a series of laws and regulations generally applicable to any foreign-invested
enterprise in China, which include the Wholly Foreign Owned Enterprise Law, the Sino-foreign Equity Joint Venture Enterprise Law,
the Sino-foreign Contractual Joint Venture Enterprise Law, all as amended from time to time, and their respective implementing
rules; the Administrative Provisions on Foreign Exchange in Domestic Direct Investment by Foreign Investors; and the Notice of
the State Administration on Foreign Exchange on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct
Investment.
Under
the aforesaid laws and regulations, the increase of the registered capital of a foreign-invested enterprise is subject to the
prior approval by the original approval authority of its establishment. In addition, the increase of registered capital and total
investment amount shall be registered with Ministry of Commerce (or authorized provincial or same level government), SAIC and
SAFE.
Shareholder
loans made by offshore parent holding companies to their PRC subsidiaries are regarded as foreign debts in China for regulatory
purpose, which is subject to a number of PRC laws and regulations, including the PRC Foreign Exchange Administration Regulations,
the Interim Measures on Administration on Foreign Debts, the Tentative Provisions on the Statistics Monitoring of Foreign Debts
and its implementation rules, and the Administration Rules on the Settlement, Sale and Payment of Foreign Exchange.
Under
these regulations, the shareholder loans made by offshore parent holding companies to their PRC subsidiaries shall be registered
with SAFE. Furthermore, the total amount of foreign debts that can be borrowed by such PRC subsidiaries, including any shareholder
loans, shall not exceed the difference between the total investment amount and the registered capital amount of the PRC subsidiaries,
both of which are subject to the governmental approval.
PRC Foreign Investment Law
On March 15, 2019, the National People’s
Congress of the PRC adopted the Foreign Investment Law of the PRC (the “FIL”), which became effective on January 1,
2020. The FIL sets forth the principal basic legal framework of foreign investment in the PRC, and since taking effect, the FIL
replaces the trio of laws regulating foreign investment in the PRC, namely, the Wholly Foreign-Invested Enterprises Law, the Law
on Sino-Foreign Equity Joint Ventures, and the Law on Sino-Foreign Contractual Joint Ventures, together with their implementation
rules and ancillary regulations. Pursuant to the FIL, foreign-invested enterprises established after the effective date of the
FIL shall comply with, as the case may be, the Company Law or the Partnership Enterprise Law of the PRC in terms of its organization
form, corporate structure and bylaws. For FIEs established prior to the effective date of the FIL, they shall have a five-year
transition period, during which the FIEs, such as our WFOE, may maintain its current organization form, corporate structure and
bylaws. The FIL provides clear provisions on issues of common concern for foreign-invested enterprises (“FIEs”) and
their investors, such as the pre-access national treatment plus negative list system, the equal application of all national policies
to FIEs, no expropriation of foreign investments under unexceptional circumstances, liberalization of inbound and outbound remittances,
and concentration of undertakings reviews and foreign investment security review systems.
The FIL does not address the legality of
VIE structures, and it leaves open the possibility that VIE structures may be included in the regulatory scope of “foreign
investment” through special laws, or administrative regulations or even normative documents formulated by the State Council.
Regulations
Relating to Intellectual Property Rights
Patent.
Patents in China are principally protected under the Patent Law of China. The duration of a patent right is either 10 years
(utility model or design) or 20 years (invention) from the date of application, depending on the type of patent right.
Copyright.
Copyright in China, including copyrighted software, is principally protected under the Copyright Law of China and related
rules and regulations. Under the Copyright Law, for a company, the term of protection for copyright is 50 years from the
first publication of its work.
Trademark.
Registered trademarks are protected under the Trademark Law of China and related rules and regulations. Trademarks are registered
with the Trademark Office of the State Administration for Industry and Commerce. Where registration is sought for a trademark
that is identical or similar to another trademark that has already been registered or given preliminary examination and approval
for use in the same or similar category of commodities or services, the application for registration of such trademark could be
rejected. Trademark registrations are effective for a renewable ten-year period, unless otherwise revoked.
Domain
names. Domain names are protected under the Administrative Measures on the Internet Domain Names promulgated by the MIIT.
The MIIT is the major regulatory body responsible for the administration of the Chinese Internet domain names, under supervision
of which the CNNIC is responsible for the daily administration of .cn domain names and Chinese domain names. MIIT adopts the “first
to file” principle with respect to the registration of domain names.
Employee
Stock Option Plans
In February 2012, SAFE promulgated the
Notices on Issues concerning the Foreign Exchange Administration for Domestic Individuals Participating in Stock Incentive Plan
of Overseas Publicly-Listed Company, replacing earlier rules promulgated in March 2007, to regulate the foreign exchange administration
of Chinese citizens and non-Chinese citizens who reside in China for a continuous period of not less than one year, with a few
exceptions, who participate in stock incentive plans of overseas publicly-listed companies. Pursuant to these rules, these individuals
who participate in any stock incentive plan of an overseas publicly-listed company, are required to register with SAFE through
a domestic qualified agent, which could be the Chinese subsidiaries of such overseas listed company, and complete certain other
procedures. We and our executive officers and other employees who are Chinese citizens or non-Chinese citizens who reside in China
for a continuous period of not less than one year and have been granted options would be subject to these regulations. Failure
to complete such SAFE registrations could subject us and these employees to fines and other legal sanctions. The State Administration
of Taxation has issued certain circulars concerning employee share options or restricted shares. Under these circulars, our employees
working in China who exercise share options or are granted restricted shares would be subject Chinese individual income tax.
Regulations
Relating to Labor
Pursuant
to the China Labor Law, which was adopted in 1995 and amended in 2009, and the China Labor Contract Law, which was adopted in
2008 and amended in 2012, a written labor contract is required when an employment relationship is established between an employer
and an employee. Other labor-related regulations and rules of China stipulate the maximum number of working hours per day and
per week as well as the minimum wages. An employer is required to set up occupational safety and sanitation systems, implement
the national occupational safety and sanitation rules and standards, educate employees on occupational safety and sanitation,
prevent accidents at work and reduce occupational hazards.
An
employer is obligated to sign an indefinite term labor contract with an employee if the employer continues to employ the employee
after two consecutive fixed-term labor contracts or the employee has worked for the employer for ten years, with certain exceptions.
The employer also has to pay compensation to the employee if the employer terminates an indefinite term labor contract, with certain
exceptions. Except where the employer proposes to renew a labor contract by maintaining or raising the conditions of the labor
contract and the employee is not agreeable to the renewal, an employer is required to compensate the employee when a definite
term labor contract expires. Furthermore, under the Regulations on Paid Annual Leave for Employees issued by the State Council
in December 2007 and effective as of January 2008, an employee who has served an employer for more than one year and less than
ten years is entitled to a 5-day paid vacation, those whose service period ranges from 10 to 20 years are entitled to a 10-day
paid vacation, and those who have served for more than 20 years are entitled to a 15-day paid vacation. An employee who does
not use such vacation time at the request of the employer must be compensated at three times their normal salaries for each waived
vacation day.
Pursuant to the Regulations on Occupational
Injury Insurance which was adopted in 2004 and amended in 2010, and the Interim Measures concerning the Maternity Insurance for
Enterprise Employees, which was adopted in 1995, Chinese companies must pay occupational injury insurance premiums and maternity
insurance premiums for their employees. Pursuant to the Interim Regulations on the Collection and Payment of Social Insurance
Premiums, which was adopted in 1999, and the Interim Measures concerning the Administration of the Registration of Social Insurance,
which was adopted in 1999, basic pension insurance, medical insurance and unemployment insurance are collectively referred to
as social insurance. Both Chinese companies and their employees are required to contribute to the social insurance plans. The
aforesaid measures are reiterated in the Social Insurance Law of China, which was adopted in July 2011 and amended in 2018, which
stipulates the system of social insurance of China, including basic pension insurance, medical insurance, unemployment insurance,
occupational injury insurance and maternity insurance. Pursuant to the Regulations on the Administration of Housing Fund, which
was adopted in 1999 and amended in 2002, Chinese companies must register with applicable housing fund management centers and help
each of their employees to establish a special housing fund account in an entrusted bank. Both Chinese companies and their employees
are required to contribute to the housing funds.
|
C.
|
Organizational
Structure.
|
We are a holding company incorporated in the
British Virgin Islands that owns all of the outstanding capital stock of CBPO, our wholly owned Hong Kong subsidiary. CBPO, in
turn, owns all of the outstanding capital stock of WFOE, our operating subsidiary based in Taian City, Shandong Province, China.
WFOE has entered into control agreements with the sole shareholder of Taiying, which agreements allow WFOE to control Taiying.
Through our ownership of CBPO, CBPO’s ownership of WFOE and WFOE’s agreements with Taiying, we control Taiying. Taiying,
in turn, is the sole shareholder of Central BPO, JTTC, SCBI, JCBI, ATIT, STTWB, STTCB, STTCZB, JTIS, NTEB, JXTT, XTTC, BTTC, BTIT,
STTC, GTTC, GDTC, HTTC, ZSEC, YTIT, GNDT, STTBB, STTJB, STTHB, STTGB, ZTTC, and TTZN. CCRC was formed by Taiying as part of a
reorganization to facilitate it becoming a public company. The shareholders of Beijing Taiying presently own 83% of the shares
of CCRC.
Corporate History – Taiying, WFOE, CBPO, and
CCRC
Taiying was incorporated on December 18,
2007 as a domestic Chinese limited company, with initial registered capital of RMB3 million. The registered capital of Taiying
was increased to RMB 10 million on February 16, 2012, and to RMB36 million on February 25, 2019. We formed CBPO, WFOE and CCRC
in 2014, in anticipation of registering the common shares of CCRC in our initial public offering. In connection with the formation
of CCRC, CBPO and WFOE, we caused WFOE to become the wholly-owned foreign entity of CBPO as of August 2014 and to enter into certain
control agreements with Taiying and its shareholder, pursuant to which we, by virtue of our ownership of CBPO and CBPO’s
ownership of WFOE, control Taiying.
Corporate
History – Central BPO, JTTC, HTCC, SCBI, JCBI, ATIT, STTWB, STTCB, STTCZB, JTIS, NTEB, JXTT, XTTC, BTTC, GDTC, BTIT, STTC,
GTTC, ZSEC, YTIT, GNDT, STTBB, STTJB, STTHB, STTGB, ZTTC, and TTZN
Taiying incorporated the following subsidiaries
and branch companies on the dates indicated below:
|
●
|
Central
BPO – January 28, 2010;
|
|
|
|
|
●
|
JTTC
– February 25, 2010;
|
|
|
|
|
●
|
HTCC
– April 20, 2010;
|
|
|
|
|
●
|
SCBI
– August 9, 2012;
|
|
|
|
|
●
|
JCBI
– December 12, 2013;
|
|
|
|
|
●
|
ATIT
– December 26, 2013;
|
|
|
|
|
●
|
STTWB – November 8,
2018;
|
|
●
|
STTCB – February 22, 2013;
|
|
|
|
|
●
|
STTCZB – January 28, 2019;
|
|
|
|
|
●
|
JTIS – July 1, 2014;
|
|
|
|
|
●
|
NTEB – December 25, 2014;
|
|
|
|
|
●
|
JXTT – January 8, 2015;
|
|
|
|
|
●
|
XTTC – March 20, 2015;
|
|
|
|
|
●
|
BTTC – June 30, 2015;
|
|
|
|
|
●
|
ZSEC - June 16, 2016;
|
|
|
|
|
●
|
GDTC – September 6, 2018;
|
|
|
|
|
●
|
BTIT – June 16, 2017;
|
|
|
|
|
●
|
STTC – November 8, 2017;
|
|
|
|
|
●
|
GTTC – March 28, 2018;
|
|
●
|
YTIT – July 8, 2019;
|
|
|
|
|
●
|
GNDT – July 25, 2019;
|
|
|
|
|
●
|
STTBB – March 18, 2019;
|
|
|
|
|
●
|
STTJB – December 6, 2019;
|
|
|
|
|
●
|
STTHB – November 28, 2019;
|
|
|
|
|
●
|
STTGB – January 22, 2020;
|
|
|
|
|
●
|
ZTTC – March 19, 2020; and
|
|
|
|
|
●
|
TTZN – May 18, 2020.
|
We previously incorporated branch office
STTNB in Nanning City, Guangxi Zhuang Autonomous Region on May 28, 2013 and voluntarily dissolved it on January 15, 2019, incorporated
GTSL on February 17, 2017 and voluntarily dissolved it on July 26, 2019.
Purpose
and Significance of Taiying and its Subsidiaries, Central BPO, JTTC, HTCC, SCBI, JCBI, ATIT, STTWB, STTCB, STTCZB, JTIS, NTEB,
JXTT, XTTC, ZSEC, BTIT, STTC, GDTC, GTTC, BTTC, YTIT, GNDT, STTBB, STTJB, STTHB, STTGB, ZTTC, and TTZN
GTSL,
subsidiary of Taiying, was located in Hong Kong, and accounted for approximately 0% of revenue in 2019, and was voluntarily dissolved
on July 26, 2019.
Taiying
and its subsidiaries operate call centers throughout China. Below is a list of the call centers Taiying and each subsidiary operates,
along with the revenue allocated to each call center for 2019.
|
●
|
Taiying
operates three call centers located in Tai’an City, one in Chongqing, one in Kuming City, and one
in Nanning City. It accounted for approximately 18.98% of revenue in 2019.
|
|
|
|
|
●
|
Central
BPO operates two call centers located in Chongqing and accounted for approximately 15.03% of revenue in 2019.
|
|
|
|
|
●
|
JTTC
operates one call center located in Taizhou City, Jiangsu Province, and accounted for approximately 6.35% of revenue in 2019.
|
|
|
|
|
●
|
SCBI
operates a call center located in Yantai City, Shandong Province, and accounted for approximately 3.83% of revenue in
2019.
|
|
|
|
|
●
|
JCBI
operates a call center in Kunshan City, Jiangsu Province, and accounted for approximately 0.03% of revenue in 2019.
|
|
|
|
|
●
|
ATIT operates
three call centers located in Hefei City, Chuzhou City, and Luan City, Anhui Province, and accounted for approximately 10.51%
of revenue in 2019.
|
|
|
|
|
●
|
STTWB
operates a call center in Wuhan City, Hubei Province, and accounted for approximately 0.15% of revenue in 2019.
|
|
●
|
STTCB
does not operate any call center and did not generate any external revenues in 2019.
|
|
|
|
|
●
|
STTCZB
does not operate any call center, and did not generate any external revenues in 2019.
|
|
|
|
|
●
|
HTCC
operates a call center located in Sanhe City, Hebei Province, and accounted for approximately 1.11% of revenue in 2019.
|
|
|
|
|
●
|
JTIS
operates a call center located in Huaian City, Jiangsu Province, and accounted for approximately 12.91% of revenue
in 2019.
|
|
|
|
|
●
|
NTEB
operates a call center located in Nanjing City, Jiangsu Province, and accounted for approximately 0.90% of revenue
in 2019.
|
|
|
|
|
●
|
JXTT
operates a call center located in Nanchang City, Jiangxi Province, and accounted for approximately 3.31% of revenue in 2019.
|
|
|
|
|
●
|
XTTC
operates a call center located in Urumqi City, Xinjiang Uygur Autonomous Region, and accounted for approximately 2.61%
of revenue in 2019.
|
|
|
|
|
●
|
BTIT
operates a call center located in Baoding City, Hebei Province, and accounted for approximately 0.56% of revenue in 2019.
|
|
|
|
|
●
|
STTC
operates a call center located in Chengdu City, Sichuan Province, and accounted for approximately 8.08% of revenue in
2019.
|
|
|
|
|
●
|
GTTC
operates one call center located in Nanning City, Guangxi Zhuang Autonomous Region, and one in Shantou City, Guangdong Province,
and accounted for approximately 3.46% of revenue in 2019.
|
|
|
|
|
●
|
GDTC
operates a call center located in Foshan City, Guangdong Province, and accounted for approximately 1.82% of revenue in 2019.
|
|
|
|
|
●
|
BTTC
does not operate any call center and did not generate any external revenues in 2019.
|
|
|
|
|
●
|
ZSEC
operates a call center located in Zaozhuang City, Shandong Province, and accounted for approximately 9.18% of revenue in 2019.
|
|
|
|
|
●
|
YTIT
operates a call center located in Yangzhou City, Jiangsu Province, and accounted for approximately 0.70% of revenue in 2019.
|
|
|
|
|
●
|
GNDT
does not operate any call center and did not generate any external revenues in 2019.
|
|
|
|
|
●
|
STTBB
does not operate any call center and did not generate any external revenues in 2019.
|
|
|
|
|
●
|
STTJB
does not operate any call center and did not generate any external revenues in 2019.
|
|
|
|
|
●
|
STTHB
does not operate any call center and did not generate any external revenues in 2019.
|
|
|
|
|
●
|
STTGB
does not operate any call center and did not generate any external revenues in 2019.
|
|
|
|
|
●
|
ZTTC
is in the process of setting up a call center in Zaozhuang City, and did not generate any external revenues in 2019 as it
was established in March 2020.
|
|
|
|
|
●
|
TTZN
does not operate a call center and did not generate any external revenues in 2019, as it was established in May 2020.
|
Control
Agreements
We
conduct our business in China through our subsidiary, WFOE. WFOE, in turn, conducts its business through Taiying, in which we
hold no equity interest, but which we control through a series of control agreements with Taiying and its shareholder. Foreign
ownership of certain business is subject to restriction under applicable PRC laws, rules and regulations. Certain aspects of our
call center business are subject to these restrictions on foreign investment. In order to comply with these laws and regulations,
we have entered into control agreements with Taiying through which we operate the restricted businesses. Under U.S. GAAP, Taiying
is considered a VIE. U.S. GAAP requires us to consolidate the operating companies in our financial statements because our control
agreements related to Taiying provide us with the risks and rewards associated with equity ownership, even though we do not own
any of the outstanding equity interests in the Operating Companies.
On
September 3, 2014, Taiying and its sole shareholder, Beijing Taiying, entered into an Entrusted Management Agreement, Exclusive
Option Agreement, Shareholder’s Voting Proxy Agreement and Pledge of Equity Interest Agreement (collectively, the “Control
Agreements”) with WFOE in return for ownership interests in CCRC. Through the organization of CCRC as a holding company,
Beijing Taiying’s shareholders now own 83% of the common shares of CCRC. The remaining 17% of CCRC’s common shares
belong to other investors. CCRC indirectly controls Taiying through its 100% equity interests of WFOE. Through the Control Agreements,
we can control the Operating Companies’ daily operations and financial affairs, appoint their senior executives and approve
all matters requiring shareholder approval. As a result of the Control Agreements, which enable us to control the Operating Companies
and cause WFOE to absorb 100% of the expected losses and gains of the Operating Companies, we are considered the primary beneficiary
of the Operating Companies. Accordingly, we consolidate the Operating Companies’ operating results, assets and liabilities
in our financial statements.
Our
current corporate structure is as follows:
Contractual
Arrangements with Taiying and its Shareholder. Our relationships with Taiying and its sole shareholder are governed by
a series of contractual arrangements. Other than pursuant to the contractual arrangements between WFOE and Taiying, Taiying need
not transfer any other funds generated from its operations to WFOE. Effective as of September 3, 2014, WFOE entered into
the Control Agreements with Taiying and its sole shareholder, Beijing Taiying, which provide as follows:
Entrusted
Management Agreement. Taiying, its sole shareholder and WFOE have entered into an Entrusted Management Agreement, which
provides that WFOE will be fully and exclusively responsible for the management of Taiying. As consideration for such services,
Taiying has agreed to pay the entrusted management fee during the term of this agreement. The entrusted management fee will be
equal to Taiying’s estimated earnings. Also, WFOE will assume all operational risks related to the entrusted management
of Taiying and bear all losses of Taiying. The term of this agreement will be from the effective date thereof to the earliest
of the following: (1) the winding up of Taiying; (2) the termination date of the Entrusted Management Agreement, as
agreed by the parties thereto; or (3) the date on which WFOE completes an acquisition of Taiying.
Exclusive
Option Agreement. Taiying and Taiying’s sole shareholder have entered into an Exclusive Option Agreement with WFOE,
which provides that WFOE will be entitled to acquire such shares from the current shareholder upon certain terms and conditions.
In addition, WFOE is entitled to an irrevocable exclusive purchase option to purchase all or part of the assets and business of
Taiying, if such a purchase is or becomes allowable under PRC laws and regulations and WFOE so elects. The Exclusive Option Agreement
also prohibits Taiying and its shareholder from transferring any portion of the equity interests, business or assets of Taiying
to anyone other than WFOE. WFOE has not yet taken any corporate action to exercise this right of purchase, and there is no guarantee
that it will do so or will be permitted to do so by applicable law at such times as it may wish to do so.
Shareholder’s
Voting Proxy Agreement. The shareholder of Taiying has executed a Shareholder’s Voting Proxy Agreement to irrevocably
appoint the persons designated by WFOE with the exclusive right to exercise, on their behalf, all of its voting rights in accordance
with applicable law and Taiying’s Articles of Association, including but not limited to the rights to sell or transfer all
or any of its equity interests in Taiying and to appoint and elect the directors and Chairman as the authorized legal representative
of Taiying. This agreement will only be terminated prior to the completion of acquisition of all of the equity interests in, or
all assets or business of Taiying.
Pledge
of Equity Interest Agreement. WFOE and the shareholder of Taiying have entered into a Pledge of Equity Agreement, pursuant
to which the shareholder pledged all of its shares (100%) of Taiying, to WFOE. If Taiying or its shareholder breaches its
respective contractual obligations in the “Entrusted Management Agreement”, “Exclusive Option Agreement”
and “Shareholders’ Voting Proxy Agreement”, WFOE as pledgee, will be entitled to certain right to foreclose
on the pledged equity interests. Taiying’s shareholder cannot dispose of the pledged equity interests or take any actions
that would prejudice WFOE’s interest. This pledge has been recorded with applicable authorities in China to perfect WFOE’s
security interest.
Although
the structure the company has adopted is consistent with longstanding industry practice, and is commonly adopted by comparable
companies in China, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other
regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. There are
uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the company’s
contractual arrangements, which could limit the company’s ability to enforce these contractual arrangements. If the company
or any of its variable interest entities are found to be in violation of any existing or future PRC laws, rules or regulations,
or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad
discretion to take action in dealing with such violations or failures, including levying fines, revoking business and other licenses
of the company’s variable interest entities, requiring the company to discontinue or restrict its operations, restricting
its right to collect revenue, requiring the company to restructure its operations or taking other regulatory or enforcement actions
against the company. In addition, it is unclear what impact the PRC government actions would have on the company and on its ability
to consolidate the financial results of its variable interest entities in the consolidated financial statements, if the PRC government
authorities were to find the company’s legal structure and contractual arrangements to be in violation of PRC laws, rules
and regulations. If the imposition of any of these government actions causes the company to lose its right to direct the activities
of Taiying and through Taiying’s equity interest in its subsidiaries or the right to receive their economic benefits, the
company would no longer be able to consolidate the financial results of Taiying and its subsidiaries.
|
D.
|
Property,
Plants and Equipment.
|
Our
headquarters is located at 1366 Zhongtianmen Street, Xinghuo Science and Technology Park, High-tech Zone, Taian City,
Shandong Province, People’s Republic of China. Taiying has incorporated total 27 subsidiary companies and branch
offices strategically-located throughout China, affording our customers local expertise and management. Our facilities are
used for sales and marketing, research and development and administrative functions. All of the facilities are leased. We
believe our facilities are adequate for our current needs. A summary description of our current
facilities follows:
Office
|
|
Address
|
|
Rental
Term
|
|
Space
|
|
|
|
|
|
|
|
Principal Executive Office & Shandong Taian
Center #1
|
|
General Bldg 1/F-3/F,1366 Zhongtianmen Street,
IB District Standard Factories, Xinghuo Science and Technology Park High-tech Zone, Taian,
Shandong,China
|
|
November 2017-
October 2020
|
|
132,558 sq. ft.
|
|
|
|
|
|
|
|
Shandong Taian Center #2
|
|
1/F & 4/F, General Bldg. and #E General
Bldg, 1366 Zhongtianmen Street, Xinghuo Science and Technology Park High-tech Zone
Taian, Shandong, China
|
|
1/F: November 2017 – March 2021;
4/F: April 2018 –
March 2021;
#E General Bldg: January 2020 – September 2022
|
|
77,005 sq. ft.
|
|
|
|
|
|
|
|
Shanghai Office
|
|
Rm. 25-D18, 21/F, Bank of Shanghai, 168 Yincheng
Middle Rd, Lujiazui, Pudong, Shanghai, China
|
|
July 2019 – June 2020
|
|
1,609 sq. ft.
|
|
|
|
|
|
|
|
Chongqing Nan’an Center
|
|
29 Nanping W Rd, Nan’an District, Chongqing,
China
|
|
November 2019 – October 2021
|
|
592 sq. ft.
|
Office
|
|
Address
|
|
Rental
Term
|
|
Space
|
|
|
|
|
|
|
|
Shandong Taian Center #3
|
|
299 Tianzhufeng Rd, Taian,
Shandong, China
|
|
November 2018 – October
2023
|
|
21527.82 sq. ft.
|
|
|
|
|
|
|
|
Anhui Shushan Center
|
|
1201 Wenshui Rd., Shushan Economy Development
District, Hefei, Anhui, China
|
|
1/F-5/F, Area A, Bldg #3, Phase III: August 2019 –
September 2022;
1/F – 5/F, Area B, Bldg #3, Phase III: December 2019 –
December 2020;
6/F, Area A&B, Bldg#3, Phase III: September 2019 –
September 2022;
3/F, Phase II: August 2019 – July 2022
|
|
168,361 sq. ft.
|
|
|
|
|
|
|
|
Anhui Chuzhou Center
|
|
68 Xin’an Rd. Development District, Chuzhou,
Anhui, China
|
|
September 2018 – September 2021
|
|
2260 sq. ft.
|
|
|
|
|
|
|
|
Hebei Baoding Center
|
|
999 Fuxing East Rd., Baoding Zhidian Startup
Base1-202 & 1-203, Beishi District, Baoding, Hebei, China
|
|
1-202: May 2019 – December 2020;
1-203: February 2019 – December 2020;
|
|
17,048 sq. ft.
|
|
|
|
|
|
|
|
Hubei Wuhan Office
|
|
Rm. A11-301, Guanggu Software Park, Donghu High-Tech
District, Wuhan, Hubei, China
|
|
November 2019 – November 2020
|
|
2,562 sq. ft.
|
|
|
|
|
|
|
|
Guangdong Foshan Center
|
|
Rongyao International Finance Center, Rm. 401-408,
501-508, 25 Ronghe Rd., Guicheng Street, Nanhai District, Foshan, Guangdong, China
|
|
April 2018 – December 2023
|
|
44,849 sq. ft.
|
|
|
|
|
|
|
|
Guangxi Nanning Center
|
|
No. 5 Factory, China ASEAN Technology Enterprise
Incubate Base II, 3 Zongbu Rd., Nanning City, Guangxi Zhuang Autonomous Region, China
|
|
1/F: February 2019 – January 2021;
4/F: August 2018 – July 2020
|
|
28,701
sq. ft.
|
|
|
|
|
|
|
|
Guangdong Shantou Center
|
|
Factory A, 5/F Office, 71 Huangshan rd. Longhu
District, Shantou, Guangdong, China
|
|
April 2019 – April 2020 (renewing)
|
|
2,691 sq. ft.
|
|
|
|
|
|
|
|
Hebei Sanhe Center
|
|
Bai Shi Jin Gu Industry Base, Yanjiao Development
District, Sanhe, Hebei, China
|
|
March 2019 –
March 2022
|
|
45,402 sq. ft.
|
|
|
|
|
|
|
|
Jiangsu Huaian Center
|
|
Customer Service Bldg. N., 4/F-5/F, Zhongyi
District cc-1, 333 Chengde Rd. S., Economic Development District, Huaian, Jiangsu, China
|
|
September 2019 – December 2020
|
|
45,402 sq. ft.
|
|
|
|
|
|
|
|
Jiangxi Nanchang Center
|
|
Bldg. C, 1807 Gaoxin Avenue
Qingshan Lake District
Nanchang, Jiangxi, China
|
|
1/F & 2/F: January 2015 – December 2020;
3/F: July 2017 – December 2020
|
|
90,242 sq. ft.
|
|
|
|
|
|
|
|
Nanjing Office
|
|
8 Zhuanqiang Economic Park, Gaochun District,
Nanjing, Jiangsu, China
|
|
December 2014 – December 2024
|
|
538 sq. ft.
|
Office
|
|
Address
|
|
Rental
Term
|
|
Space
|
|
|
|
|
|
|
|
Nanjing Center
|
|
99 Shengtai Rd., Bldg 4,
3/F, Jiangning District, Nanjing, Jiangsu, China
|
|
July 2018 – July 2021
|
|
14,434 sq. ft.
|
|
|
|
|
|
|
|
Shandong Yantai Center
|
|
8-9 Jinhua Road
Muping, Yantai, Shandong,
China
|
|
June 2018 – May 2021
|
|
92,645 sq. ft.
|
|
|
|
|
|
|
|
Sichuan Chengdu Center
|
|
4 Jianshe South Zhi Rd., Dongjiaojiyi Park, Bldg 17.
1/F-5/F, and Bldg 19, 2/F-5/F,
Chengdu, Sichuan, China
|
|
17th Bldg.: November 2017 – November
2022;
19th Bldg.: December 2017 – December
2023
|
|
100,131 sq. ft.
|
|
|
|
|
|
|
|
Jiangsu Taizhou Center
|
|
West Bldg #2, 1/F – 4/F, 98 Phoenix West
Road, Taizhou, Jiangsu, China
|
|
1/F & 2/F:
December 2009 –
December 2024
3/F & 4/F: January 2017 – December 2024
|
|
129,167 sq. ft.
|
|
|
|
|
|
|
|
Xinjiang Center
|
|
4/F-6/F, 10 Xishan Rd., Urumqi, Xinjiang Uygur
Autonomous Region, China
|
|
October 2014 – December 2019
(renewing)
|
|
17,793 sq. ft.
|
|
|
|
|
|
|
|
Jiangsu Yangzhou Center
|
|
Bldg. 12, Area A, 2/F-3/F, Jiangsu Information
Service Industry Base, Guangling New Town, Guangling District, Yangzhou, Jiangsu, China
|
|
July 2019 – June 2021
|
|
24,692 sq. ft.
|
|
|
|
|
|
|
|
Shandong Zaozhuang Center
|
|
BPO Industry Park, South Bldg., Dongshun Rd.,
Taierzhuang District, Zaozhuang, Shandong, China
|
|
January 2018 – January 2021
|
|
69,965 sq. ft.
|
|
|
|
|
|
|
|
Chongqing Yongchuan Center
|
|
799 Heshun Ave. Bldg. 7,1/F-5/F, and Bldg. 10,
1/F-5/F, Yongchuan District, Chongqing, China
|
|
Periodic Tenancy
|
|
139,231 sq. ft.
|
|
|
|
|
|
|
|
Chongqing Center
|
|
5/F-6/F, A Zone, Neptune Science & Technology
Mansion, 62 Xingguang Ave., Southern Area, Chongqing, PRC
|
|
5/F: August 2018 –
August 2021;
6/F: August 2019 – February 2023
|
|
39,717 sq. ft.
|
|
|
|
|
|
|
|
Jiangsu Kunshan Center
|
|
Rm. 1010, 10/F, Bldg. 1 #A, Zhongke Innovation
Plaza, 1555 Lvdi Ave., Huaqiao Towhnship, Kunshan, Jiangsu, China
|
|
August 2018 – August 2020
|
|
1,249 sq. ft.
|
|
|
|
|
|
|
|
Beijing Office
|
|
8 Guanghua Road Zhaoyang District, Beijing,
China
|
|
June 2019 – June 2021
|
|
1,735 sq. ft.
|
Item
4A. Unresolved Staff Comments
Not
applicable.
Item
5. Operating and Financial Review and Prospects
You should read the following discussion
and analysis of our financial condition and results of operations in conjunction with our audited consolidated financial statements
and the related notes included elsewhere in this annual report. This discussion contains forward-looking statements that involve
risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in
these forward-looking statements as a result of various factors, including those set forth under “Risk Factors” and
elsewhere in this annual report.
Overview
We
are a BPO service provider focusing on the complex, voice-based and online-based segments of customer care services, including
customer relationship management, technical support, sales, customer retention, marketing surveys and research for some of China’s
major enterprises. We provide customer care service via telephone and multimedia platforms, such as Apps, WeChat, Weibo, and websites
to our clients. We help China companies enhance their strategic capabilities, improve quality and lower costs by designing, implementing
and managing their critical back-office processes. Our goal is to create the largest call center service network in China by providing
a fully-integrated solution that spans people, process, proprietary technology and infrastructure for governments and private-sector
clients in the automotive, financial services, government, logistics, media and entertainment, retail, technology, travel, and
telecommunication industries.
Our
service is currently delivered from our call centers located in Shandong Province, Jiangsu Province, Guangdong
Province, Yunnan Province, Hubei Province, Sichuan Province, Hebei Province, Anhui Province, the Xinjiang Uygur Autonomous Region,
the Guangxi Zhuang Autonomous Region, Jiangxi Province and Chongqing City, with a capacity approximately of 22,360 seats. We reserved
seats in excess of our current labor capacity in anticipation to increase in labor force due to increase in projects in the near
future. We believe Taiying and its subsidiaries’ strategic locations and our investment in technology and human resources
position us well in our efforts to reach our goals.
Our
customers represent a variety of industry lines, including, but not limited to, communication, banking, insurance, E-commerce,
manufacturing, software, media, postal, judicial, real estate, and tourism. In addition to answering inbound calls, or calls initiated
by customers purchasing products and services from our clients, we also make outbound cold calls to help our clients promote their
products, such as weather, health, education and farming related VAS products to targeted subscribers.
We
generate almost all of our revenues from more than one hundred sixty customers, including the subsidiaries of China Mobile,
Didi Chuxing (a mobile taxi-calling company), Taobao, China Merchants Bank, Tmall Technology, China CITIC Bank, China Construction
Bank, Alipay Internet Technology, Ping An Insurance, Haier, and HiSense. We also signed outsourcing contracts with some of China’s
largest banks, based upon assets held, including China Construction Bank, China CITIC Bank, and China Merchants Bank, and we also
signed outsourcing contracts with a subsidiary of China’s online retailer - Alibaba, Qunar, Jiedaibao, SF Express and China’s
tourism network.
We
received grants from various government agencies after meeting certain conditions if applicable, such as locating call centers
in their jurisdictions or helping local employment needs. Government grants are recognized when received and all the conditions
specified in the grant have been met. For the year ended December 31, 2019, the government grants recognized as income were $1,825,402,
accounting for 14% of our net income. For the year ended December 31, 2018, the government grants recognized as income were $1,709,297,
accounting for 10% of our net income. We anticipate that we will continue to receive government grants in the coming year, and
government grants will continue to have impact on our future profitability. In the absence of future government grants, our operations
and profitability will be negatively impacted.
We
operate our business through contractual arrangements between WFOE, our wholly-owned subsidiary, and Taiying. Through contractual
arrangements, we are able to control the business of Taiying.
The
COVID-19 Pandemic
Since
early 2020, the epidemic of the novel strain of coronavirus (COVID-19) (the “COVID-19 pandemic”) has spread across
China and other countries, and has adversely affected businesses and economic activities in the first quarter of 2020 and beyond.
The Company followed the restrictive measures implemented in
China, by suspending onsite operation and having employees work remotely until late March 2020, when the Company started to gradually
resume normal operation. Consequently, the COVID-19 pandemic may adversely affect the Company’s business operations, financial
condition and operating results for 2020, including but not limited to material negative impact to the Company’s total revenues,
slower collection of accounts receivables and significant impairment to the Company’s equity investments. Due to the high
uncertainty of the evolving situation, the Company has limited visibility on the full impact brought upon by the COVID-19 pandemic
and the related financial impact cannot be estimated at this time.
We
are monitoring the global outbreak and spread of COVID-19 and taking steps in an effort to identify and mitigate the adverse
impacts on, and risks to, our business (including but not limited to our employees, customers, and other business partners) posed
by its spread and the governmental and community reactions thereto. We continue to assess and update our business continuity plans
in the context of this pandemic, including taking steps in an effort to help keep our workforces healthy and safe. The spread
of COVID-19 has caused us to modify our business practices (including employee travel, employee work locations in certain
cases, and cancellation of physical participation in certain meetings, events and conferences), and we expect to take further
actions as may be required or recommended by government authorities or as we determine are in the best interests of our employees,
customers and other business partners. We are also working with our suppliers to understand the existing and future negative impacts,
and to take actions in an effort to mitigate such impacts. Due to the speed with which the COVID-19 pandemic is developing,
the global breadth of its spread and the range of governmental and community reactions thereto, there is uncertainty around its
duration and ultimate impact; therefore, any negative impact on our overall financial and operating results (including without
limitation our liquidity) cannot be reasonably estimated at this time, but the pandemic could lead to extended disruption of economic
activity and the impact on our financial and operating results.
Principal
Factors Affecting Our Results of Operations
Revenues
We
generate revenue from the BPO programs we administer for our clients. For the year ended December 31, 2019, we derived approximately
14% of our revenues from our service to China Mobile and their provincial subsidiaries.
We
provide our services to clients under contracts that typically consist of a master services agreement containing the general terms
and conditions of our client relationship, and a statement of work describing in detail the terms and conditions of each program
we administer for a client. We have signed contracts with China Mobile and China Telecom for calling services which are typically
for a one-year term. However, our client relationships tend to be longer-term given the scale and complexity of the services we
provide coupled with the risk and costs to our clients associated with bringing business processes in-house or outsourcing them
to another provider.
For
inbound customer care service, we charge fees based on either the number of calls (charges per interaction) or predetermined seats
charges (weekly charges, or monthly charges per seat). We negotiate these terms on a client-by-client basis. In most contracts,
our clients pay a pre-determined rate if we meet specified performance criteria. Such criteria are based on objective performance
metrics that our client agrees would add quantifiable value to their operations. In addition, most of our contracts include provisions
that provide for downward revision of our prices under certain circumstances, such as if the average speed required to answer
a call is longer than agreed to with the client. All of our fees and downward revision provisions are negotiated at the time that
we sign a statement of work with a client, and our revenue from our contracts is thus fixed and determinable at the end of each
month. For the year ended December 31, 2019, 44% of our revenue was generated from inbound calling and 34% of our revenue was
generated from outbound calling. The remaining 22% of revenue was related to other services provided to our customers such as
data processing.
China’s
major enterprises have begun to focus on BPO providers who can offer both inbound and outbound customer care service as a means
to increase their sales and profitability. In the past, companies performed call center services internally, however, companies
have found that by outsourcing these services they can lower their operational costs, along with obtaining high-quality customer
interactions and innovative service solutions. We do not anticipate any major changes in our sales percentage between inbound
and outbound calling and strive to keep a balance between these two services, because clients seek BPO providers who can provide
both. However, if there is a major shift in profitability between inbound and outbound calls services, it is likely that we will
focus our services to the area with the higher profit margin.
For
outbound cold calling services, we charge fees based on the success of marketing services upon subscription. The fees we charge
vary among all of our services.
We
currently still derive a significant portion of our revenue from our telecommunications clients. Though we have reduced the dependence
gradually during the past three years. Provincial subsidiaries of China Mobile and China Telecom represented 19%, 25%, and 37%
of our sales for the years ended December 31, 2019, 2018, and 2017, respectively.
Factors
Affecting Revenues
The
following factors affect the revenues we derive from our operations. For other factors affecting our revenues, see “Risk
Factors—Risks Related to Our Business.”
Customer
demand for outsourced call center customer care services. Customer demand for outsourced call BPO services is closely linked
to the performance of the general economy and is sensitive to business and personal discretionary spending levels. Declines in
customer demand due to adverse general economic conditions, lower customer confidence and changes in customer preferences for
our clients’ products can lower the revenues and profitability of our operations. As a result, changes in customer demand
and general business cycles can subject our revenues to volatility. Management is constantly trying to find additional services
that we can provide to our customers to help offset any decrease in demand for our services.
Relationships
with major customers. Any negative changes in our relationship with China Mobile, China Telecom or other major enterprises
and negative changes in customer demand and usage preference for our services can bring negative consequence to the revenue and
profitability of our business. The loss, cancellation, deferral or renegotiation of any large agreements with China Mobile, China
Telecom or other major enterprises could have a material adverse effect on our financial condition and results of operations.
In addition, if China Mobile, China Telecom or other major enterprises decide to increase their percentage of revenue sharing,
or do not comply with the terms and conditions of our agreements with them, our revenues and profitability could also be materially
adversely affected. To help offset this risk we attempt to expand our client lists, and develop more customers in other industries,
such as, banking and e-commerce.
Consumer
privacy. The growth of our business may be adversely affected if the public becomes concerned that confidential user information
transmitted over the Internet and wireless networks is not adequately protected. A damaging consumer backlash against unsolicited
mobile marketing could occur if overzealous marketers fail to respect consumers’ right to privacy and are perceived as inundating
them with unwanted and irrelevant mobile marketing calls or messages. Our services may decline and our business may be adversely
affected if significant breaches of network security or user privacy occur. We maintain and evaluate our networks for vulnerability
in an attempt to safeguard consumer privacy.
Experienced
customer care professionals. We rely on large numbers of customer service associates, and our success depends to a significant
extent on our ability to attract, hire, train and retain qualified customer service associates. If we fail to attract and retain
enough sufficiently trained customer service associates and other personnel to support our operations and our business, results
of operations and financial condition will be seriously harmed. We have developed relationships with local colleges to put us
in the position to recruit quality employees.
Competition.
Competition in the BPO market is intense and growing. While the call center industry in China features a large number of companies,
most of those companies are smaller call center operators with fewer than 100 seats each. We believe that the industry will experience
increasing consolidation since consolidated operations result in economies of scale, brand name recognition, and more convenience
and efficiency in servicing China’s major enterprises. It is also possible that competition, in the form of new competitors
or alliances, joint ventures or consolidation among existing competitors, may decrease our market share. Increased competition
could result in lower personnel utilization rates, billing rate reductions, fewer customer engagements, reduced gross margins
and loss of market share, any one of which could materially and adversely affect our profits and overall financial condition.
To offset this risk, we seek to leverage our economies of scale, reputation in the marketplace and expand our geographic locations
in order to serve our clients better and obtain new clients.
Expansion.
We believe that businesses in China are increasingly looking for vendors that provide call center BPO services from multiple geographic
locations. This allows clients to manage fewer vendors while minimizing risk to operations from natural disasters. We believe
that we should continue to expand our business to other regions of China to increase our market share. In 2019 and 2020, Taiying
incorporated nine new subsidiary companies and throughout China to further expand our business. If we fail to make acquisitions
or expand to other geographic regions, our revenue growth could slow down.
Costs
and Expenses
We
primarily incur the following costs and expenses:
Costs
of revenues. Cost of revenues consists primarily of the salaries, payroll taxes and employee benefit costs of our customer
service associates and other operations personnel. Cost of revenues also includes direct communications costs, rent expense, information
technology costs, and facilities support costs related to the operation of our call centers.
Selling,
general and administrative expenses. Selling, general and administrative expenses consist primarily of compensation expense
for our corporate staff and personnel supporting our corporate staff, communication costs, gasoline, welfare expenses, education
expenses, professional fees (including consulting, audit and legal fees), travel and business hospitality expenses.
Depreciation.
We currently purchase substantially all of our equipment. We record property and equipment at cost and calculate depreciation
using the straight-line method over the estimated useful lives of our assets, which generally range from three to five years.
We depreciate leasehold improvements on a straight-line basis over the shorter of the lease term or the estimated useful life
of the asset. If the actual useful life of any asset is less than its estimated depreciable life, we would record additional depreciation
expense or a loss on disposal to the extent the net book value of the asset is not recovered upon sale. Our depreciation is primarily
driven by large investments in capital equipment required for our continued expansion, including the build-out of seats, which
we define as workstations where customer service associates generate revenue. These expenditures include tenant improvements to
new facilities, furniture, information technology infrastructure, computers and software licenses and are usually in the range
of $2,000 to $8,000 per seat depending on specific client requirements. These costs are generally depreciated over five years.
Factors
Affecting Expenses
Prevailing
salary levels. Our cost of services is impacted the most by prevailing salary levels. Although we have not been subject to
significant wage inflation in China, any increase in the market rate for wages could significantly harm our operating results
and our operating margin.
Forecasted
demand for our services. We often incur more costs in the early stages of implementing our client’s forecasted demand
for our services. Similarly, we may also be required to increase recruiting and training costs to prepare our customer service
associates for a specific type of service. If we undertake additional recruiting and training programs and our client terminates
a program early or does not meet its forecasted demand, our operating margin could decline.
Managing
our customer service associates efficiently. Our cost of services is also impacted by our ability to manage and employ our
customer service associates efficiently. Our workforce management group monitors staffing requirements in an effort to ensure
efficient use of these employees. Although we generally have been able to reallocate our customer service associates as client
demand has fluctuated, an unanticipated termination or significant reduction of a program by a major client may cause us to experience
a higher-than-expected number of unassigned customer service associates.
Transition
to public company. Subsequent to the completion of our initial public offering, our administrative costs are increasing materially,
as we need to comply with detailed reporting requirements. The increased expenses also include legal fees, insurance premiums,
auditing fees, investor relations, shareholder meetings, printing and filing fees, share-based compensation expense, as well as
employee-related expenses for regulatory compliance and other costs. In addition, the selling and administrative expenses are
increasing as we add personnel and incur additional fees and costs related to the growth of our business and our operation as
a publicly traded company in the United States.
Number
of customers. To the extent Taiying increases the number of its clients, we expect to experience a corresponding increase
in selling expenses and travel expenses. At present, Taiying is able to service substantially all of its customers with its 29
call center locations including the call centers on client sites. As we expand our Jiangxi, Anhui, Jiangshu and Shandong facilities,
we expect Taiying to add more customers and incur more selling expenses.
Number
of call centers we operate. We operate 29 call centers located in 15 provinces throughout China, that enable us to service
clients throughout Shandong province (Taian City, Yantai City, Zaozhuang City), Jiangsu province (Taizhou City, Huaian City, Yangzhou
City), Anhui province (Hefei City, Chuzhou City, Luan City), Hebei province (Yanjiao City, Baoding City), the Xinjiang Uygur Autonomous
Region (Urumqi City), the Guangxi Zhuang Autonomous Region (Nanning City), Jiangxi province (Nanchang City, Gangjiang City), Chongqing
City, Sichuan Province (Chengdu City), and Yunnan province (Kunming City). As Taiying operates more call centers, our administrative
expenses tend to increase in dollars but decrease as a percentage of revenues.
Manage
and utilize our seats efficiently. The effect of our depreciation on our operating margin is impacted by our ability to manage
and utilize our seats efficiently. We seek to expand our seat capacity only after receiving contractual commitments from our clients.
However, we have in the past increased our seat capacity based on forecasted demand projections from our clients, which are not
contractual commitments. This has resulted in a surplus of seats, which has increased our depreciation and, to a limited extent,
reduced our operating margin. As a general rule, the efficiency of our use of seats has had less of an impact on our operating
margin than the efficiency of our deployment of our customer service associates.
Depreciation.
Our depreciation is primarily driven by large investments in capital equipment required for our continued expansion, including
the build-out of seats, which we define as workstations where customer service associates generate revenue. These expenditures
include tenant improvements to new facilities, furniture, information technology infrastructure, computers and software licenses
and are usually in the range of $2,000 to $8,000 per seat depending on specific client requirements. These costs are generally
depreciated over five years and are substantially the same in the United States and in China.
Results
of Operations
|
|
For The Years Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Revenues, net
|
|
$
|
173,409,113
|
|
|
$
|
141,433,641
|
|
|
$
|
88,971,787
|
|
Cost of revenues
|
|
|
134,504,540
|
|
|
|
102,567,896
|
|
|
|
65,562,563
|
|
Gross profit
|
|
|
38,904,573
|
|
|
|
38,865,745
|
|
|
|
23,409,224
|
|
Gross margin
|
|
|
22
|
%
|
|
|
27
|
%
|
|
|
26
|
%
|
Selling, general and administrative expenses
|
|
|
26,318,771
|
|
|
|
21,329,908
|
|
|
|
14,766,524
|
|
Operating income
|
|
$
|
12,585,802
|
|
|
$
|
17,535,837
|
|
|
$
|
8,642,700
|
|
Revenues.
Our revenues from third parties were $173,409,113 and $141,433,641 for the years ended December 31, 2019 and 2018, respectively,
an increase of $31,975,472, or 23% as a result of growth in our BPO business. Our revenues from third parties were $141,433,641
and $88,971,787 for the years ended December 31, 2018 and 2017, respectively, an increase of $52,461,854, or 59% as a result
of growth in our BPO business. All of our revenue was generated from third party companies for the years ended December 31, 2019,
2018, and 2017. Our revenue growth in the years of 2019, 2018 and 2017 resulted primarily from acquiring new customers and increased
sales volumes to our existing clients.
Gross
margin. Our gross margin stayed relatively stable for the years ended December 31, 2019, 2018, and 2017 at 22%, 27%, and 26%,
respectively. The slight decrease in gross margin resulted from an increase in our employees’ compensation and benefits.
We have been maintaining our efficiency while expanding our business over the years.
Cost
of revenues. Cost of revenues consists primarily of salaries, payroll taxes and employee benefits costs of our customer service
associates and other operations personnel. Cost of revenues also includes direct communications costs, rent expenses, information
technology costs and facilities support expenses. Our cost of revenues increased by $31,936,644, or 31% for the year ended December
31, 2019 compared to the year ended December 31, 2018. Our cost of revenues increased by $37,005,333, or 56% for the year ended
December 31, 2018 compared to the year ended December 31, 2017. This absolute dollar increase in cost of revenues for the year
ended December 31, 2019 as compared to the year ended December 31, 2018 and for the year ended December 31, 2018 as compared
to the year ended December 31, 2017 directly corresponded to the increase in revenues during the same year. Our cost of revenues
as a percentage of revenue was 78%, 73% and 74% for the years ended December 31, 2019, 2018 and 2017, respectively.
Selling,
general and administrative expenses. Selling, general and administrative expenses consist primarily of sales and administrative
employee-related expenses, professional fees, travel costs, research and development costs, and other corporate expenses. Selling,
general and administrative expenses were $26,318,771 for the year of 2019, an increase of $4,988,863, or 23% from December 31,
2018 to December 31, 2019. Selling, general and administrative expenses were $21,329,908 for the year of 2018, an increase of
$6,563,384, or 44% from December 31, 2017 to December 31, 2018. The increase in selling, general and administrative expenses over
years is a result of higher payroll and bonus expenses paid to the administrative and research personnel and the management team.
We anticipate that our administrative expenses, particularly those related to support personnel costs, professional fees, as well
as Sarbanes-Oxley compliance, will continue to increase as we are a new publicly traded company in the United States.
Income
from operations. Our income from operations were $12,585,802 for the year ended December 31, 2019, $17,535,837 for the year
ended December 31, 2018, and $8,642,700 for the year ended December 31, 2017. Our operating income as a percentage of
total revenues was 7% for the year ended December 31, 2019, 12% for the year ended December 31, 2018, and 10% for the year
ended December 31, 2017. We have been keeping a relatively stable yield from operation while successfully expanding and growing
our business for new and existing customers.
Government
Grants. Government grants were $1,825,402 and $1,709,297 for the years ended December 31, 2019 and 2018, respectively,
an increase of $116,105 or 7%. Government grants were $1,709,297 and $1,885,340 for the years ended December 31, 2018 and
2017, respectively, a decrease of $176,043 or 9%. Most of government grants were a one-time event. Government grants as a percentage
of net income is 14%, 10% and 21% for the years ended December 31, 2019, 2018 and 2017, respectively.
Income
Taxes. We incurred $2,391,371, $2,966,880 and $1,255,654 in income taxes for the years ended December 31, 2019, 2018
and 2017, respectively. The $575,509 decrease from the year ended December 31, 2018 to the year ended December 31, 2019 resulted
from our increased selling, general and administrative expenses and our successful application for the preferential tax rate for
some of our subsidiaries. The $1,711,226 increase from year ended December 31, 2017 to year ended December 31, 2018 resulted from
our increased revenues and operating income. In 2019, ZSEC, Taiying, Central BPO, JTTC, SCBI, JTIS, HTCC, JXTT, XTTC, ATIT, GTTC
and STTC were entitled to a preferential enterprise income tax rate of 15%. In 2018, ZSEC, Taiying, Central BPO, JTTC, SCBI, JTIS,
HTCC, JXTT, and XTTC were entitled to a preferential enterprise income tax rate of 15%. In 2017, Taiying, Central BPO, JTTC, SCBI,
JTIS, HTCC, and JXTT were entitled to a preferential enterprise income tax rate of 15%. The standard enterprise income tax rate in China is 25%.
Net
Income attributable to China Customer Relations Centers, Inc.
Our
net income attributable to China Customer Relations Centers, Inc. was $13,056,011 and $16,092,538 for the years ended December 31,
2019 and 2018, respectively, representing a decrease of $3,036,527, or 19%. The decrease in net income was a result of our increased
selling and administrative expenses, offset by increased gross profit, increased government grants, increased other income and
decreased income tax expense for the year ended December 31, 2019, compared to the year ended December 31, 2018.
Our
net income attributable to China Customer Relations Centers, Inc. was $16,092,538 and $8,773,459 for the years ended December 31,
2018 and 2017, respectively, representing a significant increase of $7,319,079, or 83%. The increase in net income was a result
of our increased revenues, offset by increased cost of revenues, selling and administrative expenses and income tax expense, and
decreased government grants for the year ended December 31, 2018, compared to the year ended December 31, 2017.
Net
Income attributable to Noncontrolling interest. Noncontrolling interest represents the ownership interests Jiate holds in
HTCC and the amount recorded as noncontrolling interest in our consolidated statements of income and comprehensive income is computed
by multiplying the after-tax loss for the year ended December 31, 2017 by the percentage ownership in HTCC not directly attributable
to us. For the years ended December 31, 2019, 2018, and 2017, the weighted average noncontrolling interest attributable to ownership
interests in HTCC not directly attributable to us was 49%, 49%, and 48%, respectively.
|
B.
|
Liquidity
and Capital Resources
|
Liquidity
Liquidity
is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise
operate on an ongoing basis. At December 31, 2019, we had a working capital of $47,499,597, compared to a working capital
of $41,050,234 at December 31, 2018.
Our
cash and cash equivalents balance at December 31, 2019 totaled $25,328,486, compared to $24,419,912 at December 31, 2018. During
the year ended December 31, 2019, cash provided by operating activities was $5,213,237, cash used in investing activities
was $4,460,851, cash provided by financing activities was $544,301, and the negative effect of prevailing exchange rates on our
cash position was $388,113.
During
the year ended December 31, 2018, cash provided by operating activities was $12,142,470, cash used in investing activities
amounted was $4,748,428, and cash used in financing activities was $89,084, and the negative effect of prevailing exchange rates
on our cash position was $1,513,411. During the year ended December 31, 2017, cash provided by operating activities was $3,002,240,
cash used in investment activities was $5,365,819, cash provided by financing activities was $3,660,157, and the positive effect
of prevailing exchange rates on our cash position was $884,519.
The
increase of $908,574 in cash and cash equivalents from December 31, 2018 to December 31, 2019 was mainly due to proceeds of $727,030
borrowed from China Merchants Bank and our increased revenue, offset by capital expansion we initiated to expand current call
centers and equip new call centers for the year ended December 31, 2019. To limit our expenditures in cash, we delayed suppliers’
payments, increased our accounts payables, and held on employees’ compensation.
The
increase of $5,791,547 in cash and cash equivalents from December 31, 2017 to December 31, 2018 was mainly due to our increased
net income, offset by capital expansion we initiated to expand current call centers and equip new call centers for the year ended
December 31, 2018.
Other
than the continued strength of China’s economy, the needs of telecommunications operators to outsource their call center
functions, and the growing demand for Taiying’s call-center service among other industries (all of which we believe may
increase our liquidity, if they continue), we are not aware of any trends or any demands, commitments, events or uncertainties
that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.
For
2019, we expect our main growth will be organic, from Taiying’s 29 call center locations. The demand for Taiying’s
call center services appears to be strengthening, from which we expect to generate a positive cash flow. We are seeking to acquire
potential target companies and expect to complete any acquisitions in the near future, which may be a more efficient way to expand
our business. In the near future, additional amounts need to be used for facility improvements and expansion based on our current
estimates of our facilities requirements that are necessary to support the anticipated growth of our business. In addition, we
expect additional cash and cash equivalent will be occupied as working capital with the rapid growth of our revenue. We believe
that we will be able to finance our acquisition plan, our working capital needs and planned facilities improvements and expansion
for at least the next 12 months from cash generated from operations and borrowings under our revolving line of credit.
To
the extent demand for Taiying’s call center BPO services increases, we need to consider establishing or acquiring additional
facilities in different cities to meet such increased demand. In addition to subsidiaries established in prior years, we set up
Yangzhou Taiying Information Technology Co., Ltd., Ganjiang New District Taiying Information Services Co., Ltd. and three new
branch companies of Taiying in 2019. With the completion of our initial public offering in December 2015 and the sustained rapid
growth in the last four years, we want to accelerate the expansion of our business by acquiring value-added target companies in
the near future.
Our
long-term future capital requirements will depend on many factors, including our level of revenue, the timing and extent of our
spending to support the maintenance and growth of our operations, the expansion of our sales and the continued market acceptance
of our services. As of December 31, 2019, we had a short-term bank loan outstanding of $4,306,138, compared to $3,635,623
short term bank loan outstanding as of December 31, 2018. We also expect to continue to have significant capital requirements
associated with the maintenance and growth of our operations, including the lease and build-out of additional facilities primarily
to support an increase in the number of our customer service associates and the purchase of computer equipment and software, telecommunications
equipment and furniture, fixtures and office equipment to support our operations. We expect to continue to incur additional costs
associated with being a publicly traded company in the United States, primarily due to increased expenses that we incur to comply
with the requirements of the Sarbanes-Oxley Act of 2002, as well as costs related to accounting and tax services, directors and
officers insurance, legal expenses and investor and shareholder-related expenses. These additional long-term expenses may require
us to seek other sources of financing, such as additional borrowings or public or private equity or debt capital. The availability
of these other sources of financing will depend upon our financial condition and results of operations as well as prevailing market
conditions, and may not be available on terms reasonably acceptable to us or at all.
The
COVID-19 Pandemic. On January 30, 2020, the World Health Organization declared the coronavirus outbreak a "Public Health
Emergency of International Concern" and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to
help mitigate the spread of the coronavirus include restrictions on travel, quarantines in certain areas, and forced closures
for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected
to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical areas
in China in which the Company operates. Consequently, the COVID-19 pandemic may adversely affect the Company’s business operations, financial
condition and operating results for 2020, including but not limited to material negative impact to the Company’s total revenues,
slower collection of accounts receivables and significant impairment to the Company’s equity investments. Due to the high
uncertainty of the evolving situation, the Company has limited visibility on the full impact brought upon by the COVID-19 pandemic
and the related financial impact cannot be estimated at this time.
Additionally,
it is possible that estimates made in the financial statements have been, or will be, materially and adversely impacted in the
near term as a result of these conditions, including the ability to raise additional funding.
Accordingly,
the following regulations have to be followed, regarding capital injections to foreign-invested enterprises.
PRC
regulations relating to investments in offshore companies by PRC residents. SAFE (Short for State Administration of Foreign
Exchange) promulgated the Circular on Relevant Issues Concerning Foreign Exchange Control on Domestic Residents’ Financing
and Roundtrip Investment Through Offshore Special Purpose Vehicles, or SAFE Circular 37, on July 4, 2014. SAFE Circular 37 requires
PRC residents to register and update certain investments in companies incorporated outside of China with their local SAFE branch.
SAFE also subsequently issued various guidance and rules regarding the implementation of SAFE Circular 37, which imposed obligations
on PRC subsidiaries of offshore companies to coordinate with and supervise any PRC-resident beneficial owners of offshore entities
in relation to the SAFE registration process.
We
may not be aware of the identities of all of our beneficial owners who are PRC residents. We do not have control over our beneficial
owners and cannot assure you that all of our PRC-resident beneficial owners will comply with SAFE Circular 37 and subsequent implementation
rules. The failure of our beneficial owners who are PRC residents to register or amend their SAFE registrations in a timely manner
pursuant to SAFE Circular 37 and subsequent implementation rules, or the failure of future beneficial owners of our company who
are PRC residents to comply with the registration procedures set forth in SAFE Circular 37 and subsequent implementation rules,
may subject such beneficial owners or our PRC subsidiaries to fines and legal sanctions. Failure to register may also limit our
ability to contribute additional capital to our PRC subsidiaries and limit our PRC subsidiaries’ ability to distribute dividends
to our company. These risks may have a material adverse effect on our business, financial condition and results of operations.
PRC
regulation of loans to and direct investment in PRC entities by offshore holding companies and governmental control of currency
conversion. We are an offshore holding company conducting our operations in China through our WFOE and consolidated Taiying.
As an offshore holding company, we may make loan to WFOE and Taiying subject to the approval from government authorities and limitation
of amount, we also may make additional capital contributions to our WFOE.
Any
loan to our WFOE, which is treated as foreign-invested enterprise under PRC law, is subject to PRC regulations and foreign exchange
loan registrations. In January 2003, SDRC (Short for State Development and Reform Commission), SAFE and Ministry of Finance jointly
promulgated the Circular on The Interim Provisions on the Management of Foreign Debts, or the Circular 28, regulating the total
amount of foreign debts of a foreign-invested company is the difference between the amount of total investment as approved by
the Ministry of Commerce or its local counterpart and the amount of registered capital of such foreign-invested company. This
means loans by us to our WFOE to finance its activities cannot exceed statutory limits and must be registered with SAFE. For example,
the current amounts of approved total investment and registered capital of our WFOE is $10 million and $5 million, respectively,
which means WFOE cannot obtain loans in excess of $5 million from our entities outside of China currently.
We
decided to finance WFOE by means of capital contributions. These capital contributions must be approved by the Ministry of Commerce
or its local counterpart. In August 2008, SAFE issued the Circular on the Relevant Operating Issues Concerning the Improvement
of the Administration of the Payment and Settlement of Foreign Currency Capital of Foreign-Invested Enterprises, or SAFE Circular
No. 142, regulating the conversion by a foreign-invested enterprise of foreign currency registered capital into RMB by restricting
how the converted RMB may be used. SAFE Circular No. 142 provides that the RMB capital converted from foreign currency registered
capital of a foreign-invested enterprise may only be used for purposes within the business scope approved by the applicable government
authority and may not be used for equity investments within the PRC. In addition, SAFE strengthened its oversight of the flow
and use of the RMB capital converted from foreign currency registered capital of a foreign-invested company. The use of such RMB
capital may not be altered without SAFE’s approval, and such RMB capital may not in any case be used to repay RMB loans
if the proceeds of such have not been used. Violation of SAFE Circular No. 142 could result in severe monetary or other penalties.
Furthermore, SAFE promulgated a circular in November 2010, SAFE Circular No. 59, which requires the authenticity of settlement
of net proceeds from offshore offerings to be closely examined and the net proceeds to be settled in the manner described in the
offering documents, or otherwise approved by our board. These two circulars may significantly limit our ability to effectively
transfer the proceeds from future financing activities to Taiying. Further, we may not be able to convert the net proceeds into
RMB to invest in or acquire any other PRC Companies in China, which may adversely affect our liquidity and our ability to fund
and expand our business in China.
Currently,
the approved investment amount of WFOE is $10 million, its registered capital as of the last period presented is $5 million. Taiying
is a PRC domestic company, which has a registered capital of RMB 36,000,000. Violations of these SAFE regulations may result in
severe monetary or other penalties, including confiscation of earnings derived from such violation activities, a fine of up to
30% of the RMB funds converted from the foreign invested funds or in the case of a severe violation, a fine ranging from 30% to
100% of the RMB funds converted from the foreign-invested funds.
Capital
Resources
The
following table provides certain selected balance sheets comparisons as of December 31, 2019 and December 31, 2018:
|
|
December 31,
|
|
|
December 31,
|
|
|
Increase
|
|
|
|
|
|
|
2019
|
|
|
2018
|
|
|
(Decrease)
|
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
25,328,486
|
|
|
$
|
24,419,912
|
|
|
$
|
908,574
|
|
|
|
4
|
%
|
Accounts receivable, net
|
|
|
42,606,485
|
|
|
|
30,050,506
|
|
|
|
12,555,979
|
|
|
|
42
|
%
|
Prepayments
|
|
|
2,396,646
|
|
|
|
1,689,835
|
|
|
|
706,811
|
|
|
|
42
|
%
|
Prepayment, related party
|
|
|
90,429
|
|
|
|
91,618
|
|
|
|
(1,189
|
)
|
|
|
-1
|
%
|
Due from related party, current
|
|
|
-
|
|
|
|
199,994
|
|
|
|
(199,994
|
)
|
|
|
-100
|
%
|
Income taxes recoverable
|
|
|
712,459
|
|
|
|
527,995
|
|
|
|
184,464
|
|
|
|
35
|
%
|
Other current assets
|
|
|
3,408,704
|
|
|
|
1,959,923
|
|
|
|
1,448,781
|
|
|
|
74
|
%
|
Total current assets
|
|
|
74,543,209
|
|
|
|
58,939,783
|
|
|
|
15,603,426
|
|
|
|
26
|
%
|
Equity investments
|
|
|
3,446,346
|
|
|
|
3,491,653
|
|
|
|
(45,307
|
)
|
|
|
-1
|
%
|
Property and equipment, net
|
|
|
10,115,782
|
|
|
|
8,290,460
|
|
|
|
1,825,322
|
|
|
|
22
|
%
|
Deferred tax assets
|
|
|
242,863
|
|
|
|
486,009
|
|
|
|
(243,146
|
)
|
|
|
-50
|
%
|
Due from related party, non-current
|
|
|
215,307
|
|
|
|
-
|
|
|
|
215,307
|
|
|
|
100
|
%
|
Operating lease right-of-use assets
|
|
|
9,827,114
|
|
|
|
-
|
|
|
|
9,827,114
|
|
|
|
100
|
%
|
Operating lease right-of-use assets -related party
|
|
|
172,121
|
|
|
|
-
|
|
|
|
172,121
|
|
|
|
100
|
%
|
Total non-current assets
|
|
|
24,019,533
|
|
|
|
12,268,122
|
|
|
|
11,751,411
|
|
|
|
96
|
%
|
Total assets
|
|
$
|
98,562,742
|
|
|
$
|
71,207,905
|
|
|
$
|
27,354,837
|
|
|
|
38
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Short term loan
|
|
$
|
4,306,138
|
|
|
$
|
3,635,623
|
|
|
$
|
670,515
|
|
|
|
18
|
%
|
Accounts payable
|
|
|
2,602,972
|
|
|
|
610,724
|
|
|
|
1,992,248
|
|
|
|
326
|
%
|
Accounts payable - related parties
|
|
|
149,658
|
|
|
|
162,112
|
|
|
|
(12,454
|
)
|
|
|
-8
|
%
|
Accrued liabilities and other payables
|
|
|
4,641,892
|
|
|
|
5,673,159
|
|
|
|
(1,031,267
|
)
|
|
|
-18
|
%
|
Deferred revenue
|
|
|
456,331
|
|
|
|
361,636
|
|
|
|
94,695
|
|
|
|
26
|
%
|
Wages payable
|
|
|
10,472,596
|
|
|
|
7,082,138
|
|
|
|
3,390,458
|
|
|
|
48
|
%
|
Income taxes payable
|
|
|
452,961
|
|
|
|
364,157
|
|
|
|
88,804
|
|
|
|
24
|
%
|
Operating lease liabilities, current
|
|
|
3,797,069
|
|
|
|
-
|
|
|
|
3,797,069
|
|
|
|
100
|
%
|
Operating lease liabilities – related party, current
|
|
|
163,995
|
|
|
|
-
|
|
|
|
163,995
|
|
|
|
100
|
%
|
Total current liabilities
|
|
|
27,043,612
|
|
|
|
17,889,549
|
|
|
|
9,154,063
|
|
|
|
51
|
%
|
Operating lease liabilities, non-current
|
|
|
6,068,702
|
|
|
|
-
|
|
|
|
6,068,702
|
|
|
|
100
|
%
|
Total liabilities
|
|
$
|
33,112,314
|
|
|
$
|
17,889,549
|
|
|
$
|
15,222,765
|
|
|
|
85
|
%
|
We
maintain cash and cash equivalents in China. At December 31, 2019 and 2018, bank deposits were as follows:
|
|
December 31,
|
|
|
December 31,
|
|
Country
|
|
2019
|
|
|
2018
|
|
China
|
|
$
|
25,160,080
|
|
|
$
|
23,767,806
|
|
China (offshore bank account)
|
|
|
136,883
|
|
|
|
596,689
|
|
Total
|
|
$
|
25,296,963
|
|
|
$
|
24,364,495
|
|
The
majority of our cash balances at December 31, 2019 are in the form of RMB stored in bank account of China. Cash held in banks
(both mainland and offshore bank accounts) in the PRC is not insured. The value of cash on deposit in mainland China of $25,296,963
as of December 31, 2019 has been converted based on the exchange rate as of December 31, 2019. In 1996, the Chinese
government introduced regulations, which relaxed restrictions on the conversion of the RMB; however restrictions still remain,
including but not limited to restrictions on foreign invested entities. Foreign invested entities may only buy, sell or remit
foreign currencies after providing valid commercial documents at only those banks authorized to conduct foreign exchanges. Furthermore,
the conversion of RMB for capital account items, including direct investments and loans, is subject to PRC government approval.
Chinese entities are required to establish and maintain separate foreign exchange accounts for capital account items. We cannot
be certain Chinese regulatory authorities will not impose more stringent restrictions on the convertibility of the RMB, especially
with respect to foreign exchange transactions. Accordingly, cash on deposit in banks in the PRC is not readily deployable by us
for use outside of China.
Cash
and cash equivalents
As
of December 31, 2019, cash and cash equivalents were $25,328,486, which increased by $908,574 compared to $24,419,912 as of December
31, 2018. The following table sets forth certain items in our consolidated statements of cash flows for 2019, 2018 and 2017.
|
|
For The Years Ended December 31,
|
|
|
|
2019
|
|
|
2018
|
|
|
2017
|
|
Net cash provided by operating activities
|
|
$
|
5,213,237
|
|
|
$
|
12,142,470
|
|
|
$
|
3,002,240
|
|
Net cash used in investing activities (1)
|
|
|
(4,460,851
|
)
|
|
|
(4,748,428
|
)
|
|
|
(5,365,819
|
)
|
Net cash provided by (used in) financing activities
|
|
|
544,301
|
|
|
|
(89,084
|
)
|
|
|
3,660,157
|
|
Exchange rate effect on cash, cash equivalents and restricted cash
|
|
|
(388,113
|
)
|
|
|
(1,513,411
|
)
|
|
|
884,519
|
|
Net cash inflow
|
|
$
|
908,574
|
|
|
$
|
5,791,547
|
|
|
$
|
2,181,097
|
|
(1)
For net cash used in investing activities for the year ended December 31, 2017, a positive effect from collection of restricted
cash of $500,000, which was excluded from presentation of cash flows used in investing activities in the statements of cash flow
and included in the beginning balance of cash, cash equivalents and restricted cash pursuant to the adoption of ASU 2016-18.
Accounts
Receivable, net
Account
receivables, net as of December 31, 2019 was $42,606,485, an increase of $12,555,979 compared to a balance of $30,050,506
as of December 31, 2018. This increase resulted primarily from increases in the volume of services we provided.
Due
from related party, current
As
of December 31, 2019, balance due from related party was $0, a decrease of $199,994 compared to $199,994 at December 31, 2018.
The amount owed to the Company by a related party company represents a non-secured, interest free, short-term loan obtained from
the Company, which was collected as of December 31, 2019.
Due
from related party, non-current
As
of December 31, 2019, balance due from related party, non-current was $215,307, an increase of $215,307 compared to $0 at December
31, 2018. The amount owed to the Company by a related party company represents a non-secured, 4.35% annual interest rate, long-term
loan obtained from the Company during the year ended December 31, 2019.
Current
assets
Current
assets as of December 31, 2019 totaled $74,543,209, an increase of $15,603,426, or 26% from our December 31, 2018 balance.
This increase primarily resulted from a $908,574 increase in cash and cash equivalents, a $12,555,979 increase in net accounts
receivable, a $706,811 increase in prepayments, an $184,464 increase in income taxes recoverable, and a $1,448,781 increase in
other current assets, offset by a $199,994 decrease in due from related parties, current, and a $1,189 decrease in prepayment
of related parties.
Property
and equipment, net
Property
and equipment, net as of December 31, 2019 were $10,115,782, an increase of $1,825,322 compared to December 31, 2018.
This increase primarily resulted from an increase of $1,202,423 in electronic equipment, an increase of $1,488,411 in office furniture
and other equipment, an increase of $408,507 in computer software to support the growth of our operations, an increase of $65,791
in motor vehicle payments and an increase of $94,361 in construction in progress, offset by an aggregate increase of $2,196,197
in current depreciation.
Accrued
liabilities and other payables
Accrued
liabilities and other payables principally include network rental expense in the telecommunication industry, unpaid travel expense,
professional service expense. The balance as of December 31, 2019 was $4,641,892, a decrease of $1,031,267 compared to $5,673,159
as of December 31, 2018.
Wages
payable
Wages
payable as of December 31, 2019 was $10,472,596, an increase of $3,390,458 compared to $7,082,138 as of December 31,
2018. This increase resulted from the increased employees’ compensation with our expansion of operations for the year ended
December 31, 2019.
Cash
Provided By Operating Activities
Net
cash provided by operating activities for the year ended December 31, 2019 totaled $5,213,237. The activities were mainly
comprised of net income of $13,174,125, depreciation of $3,404,912, gain on disposal of property and equipment of $19,091, deferred
income taxes of $238,883, non-cash lease expense of $3,501,753, and an increase in accounts payable of $2,017,431, an increase
in wages payable of $3,511,093, offset by an increase of $13,057,615 in net accounts receivable, an increase of $2,097,963 in
prepayments, an increase of $3,037,030 in operating lease liabilities and $1,510,847 in other current assets.
Net
cash provided by operating activities for the year ended December 31, 2018 totaled $12,142,470. The activities were mainly comprised
of net income of $16,301,131, depreciation of $2,635,242, allowance for doubtful accounts of $952,439, and an increase in accrued
liabilities and other payables of $1,077,098, offset by an increase of $7,937,804 in net accounts receivable and $970,199 in other
current assets.
Net
cash provided by operating activities for the year ended December 31, 2017 totaled $3,002,240. The activities were mainly
comprised of net income of $9,115,131, depreciation of $1,852,152, an increase in wages payable of $2,393,214, and an increase
in accrued liabilities and other payables of $1,016,373 offset by an increase of $9,269,755 in accounts receivable, a decrease
of $505,372 in accounts payable, an increase of $1,313,830 in prepayments, and a decrease of $386,825 in income taxes payable.
The
significant decrease in cash flows from our operating activities for the year ended December 31, 2019 compared to the year ended
December 31, 2018 primarily resulted from our decrease in net income yield from our operation for the year ended December 31,
2019, and an increase in net accounts receivable and operating lease liabilities, offset by the increase in wages payable and
accounts payable.
The
significant increase in cash flows from our operating activities for the year ended December 31, 2018 compared to the year ended
December 31, 2017 primarily resulted from the increase in net income yield from our operations for the year ended December 31,
2018, offset by increase in net accounts receivable.
Cash
Used In Investing Activities
Net
cash used in investing activities for the year ended December 31, 2019 totaled $4,460,851. The activities were
primarily comprised of $4,481,450 used to purchase property and equipment and advances to related parties of $214,111, offset
by $36,693 proceeds from sales of property and equipment and repayment from related parties of $198,017.
Net
cash used in investing activities for the year ended December 31, 2018 totaled $4,748,428. The activities were primarily comprised
of a $4,768,139 purchase of property and equipment.
Net
cash used in investing activities for the year ended December 31, 2017 totaled $5,365,819. The activities were
primarily comprised of a $233,596 collection from a loan made to a third party company, $3,509,404 payment for equity investments,
and $2,082,719 purchase of property and equipment.
One
of our primary uses of cash in our investing activities for each period is for our purchase of property and equipment, including
information technology equipment, furniture, fixtures and leasehold improvements for expansion of available seats. For the year
ended December 31, 2019, we spent $286,689 more in purchasing property and equipment than in 2018. For the year ended December
31, 2018, we spent $2,685,420 more in purchasing property and equipment than in 2017. In addition, for the year ended December
31, 2017, we paid cash of $3,509,404 to make investments in other companies for the first time in the past three years.
Cash
Provided By (Used In) Financing Activities
For
the year ended December 31, 2019, net cash provided by financing activities was $544,301, which primarily consisted of proceeds
from short-term loans of $4,452,368, offset by our repayment of a short-term loan of $3,694,345, and a dividend of $213,722 distributed
to Jiate, 49% owner of HTCC.
For
the year ended December 31, 2018, net cash used in financing activities was $89,084, which primarily resulted from a dividend
of $355,232 distributed to Jiate, 49% owner of HTCC.
For
the year ended December 31, 2017, net cash provided by financing activities was $3,660,157, which primarily consisted of
proceeds from a loan from Bank of China.
We
have maintained a stable financing with the Bank of China during the year ended December 31, 2019 and 2018 and established new
financing relationship with China Merchants Bank. We decided to distribute the dividend to Jiate for the continuous source of
income Jiate has introduced to HTCC.
Critical
Accounting Policies
The
discussion and analysis of our financial condition and results of operations are based upon our audited consolidated financial
statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation
of these audited consolidated financial statements requires us to make estimates and judgments that affect the reported amounts
of assets, liabilities, revenues and expenses. We evaluate our estimates on an ongoing basis, including those related to revenue
recognition and income taxes. We base our estimates on our historical experience and on various other assumptions that we believe
to be reasonable under the circumstances, the results of which form the basis for making the judgments we make about the carrying
values of our assets and liabilities that are not readily apparent from other sources. Because these estimates can vary depending
on the situation, actual results may differ from the estimates.
The
critical accounting policies summarized in this section are discussed in further detail in the notes to the audited consolidated
financial statements appearing elsewhere in this annual report. Management believes that the application of these policies on
a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.
Variable
Interest Entities
Pursuant
to ASC 810 and related subtopics related to the consolidation of variable interest entities, we are required to include in our
consolidated financial statements the financial statements of VIEs. The accounting standards require a VIE to be consolidated
by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of
the VIE’s residual returns. VIEs are those entities in which we, through contractual arrangements, bear the risk of, and
enjoy the rewards normally associated with ownership of the entity, and therefore we are the primary beneficiary of the entity.
Taiying is considered a VIE, and we are the primary beneficiary. We, through our wholly-owned subsidiary, WFOE, entered into the
Control Agreements with Taiying pursuant to which WFOE shall receive all of Taiying’s net income and bear all losses of
Taiying. In accordance with these agreements, Taiying shall pay consulting fees equal to 100% of its estimated earnings before
tax to WFOE.
The
accounts of Taiying and its subsidiaries are consolidated in the accompanying financial statements. As VIEs, Taiying and its subsidiaries’
sales are included in our total sales, its income from operations is consolidated with ours, and our net income includes all of
Taiying and its subsidiaries’ net income, and their assets and liabilities are included in our consolidated balance sheets.
The VIEs do not have any non-controlling interest and, accordingly, we did not subtract any net income in calculating the net
income attributable to us. Because of the Control Agreements, we have pecuniary interest in Taiying that require consolidation
of Taiying and its subsidiaries’ financial statements with our financial statements.
As
required by ASC 810-10, we perform a qualitative assessment to determine whether we are the primary beneficiary of Taiying which
is identified as a VIE of us. A quality assessment begins with an understanding of the nature of the risks in the entity as well
as the nature of the entity’s activities including terms of the contracts entered into by the entity, ownership interests
issued by the entity and the parties involved in the design of the entity. The significant terms of the agreements between us
and Taiying are discussed above in the “Our Corporate Structure—Contractual Arrangements with Taiying and Taiying’s
Shareholder” section. Our assessment on the involvement with Taiying reveals that we have the absolute power to direct the
most significant activities that impact the economic performance of Taiying. WFOE, our wholly own subsidiary, is obligated to
absorb all operating risks of loss from Taiying and entitles WFOE to receive all of Taiying’s expected residual returns.
In addition, Taiying’s shareholders have pledged their equity interest in Taiying to WFOE, irrevocably granted WFOE an exclusive
option to purchase, to the extent permitted under PRC Law, all or part of the equity interests in Taiying and agreed to entrust
all the rights to exercise their voting power to the person(s) appointed by WFOE. Under the accounting guidance, we are deemed
to be the primary beneficiary of Taiying and the results of Taiying and its subsidiaries are consolidated in our consolidated
financial statements for financial reporting purposes.
Revenue
Recognition
The
Company operates call centers and generates revenues primarily by providing BPO services, which focus on complex, voice-based
and online-based segment of customer care services.
Under
ASC 606, revenue is recognized when control of the promised services is transferred to the Company’s customers, in an amount
that reflects the consideration that the Company expects to be entitled to in exchange for those services, net of value-added
tax. The Company determines revenue recognition through the following steps:
|
●
|
Identify
the contract with a customer;
|
|
|
|
|
●
|
Identify
the performance obligations in the contract;
|
|
|
|
|
●
|
Determine
the transaction price;
|
|
|
|
|
●
|
Allocate
the transaction price to the performance obligations in the contract; and
|
|
|
|
|
●
|
Recognize
revenue when (or as) the entity satisfies a performance obligation.
|
The
Company provides BPO service, such as i) inbound call service, which includes directory assistance, mobile phone service plan,
billing questions, hotline consultation, complaints, customer feedbacks, customer relationship management, etc., and ii) outbound
call service, which includes products selling, marketing surveys, new products informing, plans expiration and bills overdue notification,
products selling, marketing surveys, new products informing, plans expiration and bills overdue notification, etc., for its customers.
The
Company makes arrangement and provides service to its customer pursuant to a master agreement that specifies service content and
the price of an individual performance of each service, generally on monthly basis. The BPO inbound and outbound service fees
are based on either a per minute, per hour, per transaction or per call basis. For outbound call service, certain business successful
rate was obtained. The fee is determined on a per call basis where the Company receives a basic standard fee for each call plus
an extra fee for successfully selling a product or completing a survey, etc.
The
nature of the Company’s contracts with customers gives rise to certain types of variable consideration. Certain client programs
provide for adjustments to monthly billings based upon whether the Company achieves, exceeds or fails certain performance criteria.
Adjustments to monthly billings consist of contractual bonuses/penalties, holdbacks and other performance based contingencies.
The Company includes estimated amounts of variable consideration in the transaction price to the extent that it is probable there
will not be a significant reversal of revenue. Estimates are based on historical or anticipated performance and represent the
Company’s best judgment at the time.
Revenues
are recognized as the performance obligations are satisfied over time over the service period as the service is rendered.
The
Company’s chief operating decision maker reviews results analyzed by customers and the analysis is only presented at the
revenue level with no allocation of direct or indirect costs. The Company determines that it has only one operating segment. Consequently,
the Company does not disaggregate revenue recognized from contracts with customers.
Contract
liabilities represented receipt in advance from customers. As of December 31, 2019, receipt in advance from customers was $456,331.
As of December 31, 2018, receipt in advance from customers was $361,636, of which $361,636 was recognized as revenue in the year
ended December 31, 2019. Receipt in advance from customers is included in deferred revenue in the consolidated balance sheets.
The Company does not have any contract asset.
Use
of Estimates
The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and judgments that affect
the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities on the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. 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 by management include, among others, useful lives and impairment of long-lived
assets, impairment of equity investments, allowance for doubtful accounts, income taxes including the valuation allowance for
deferred tax assets, and estimated amounts of variable consideration in the Company’s revenue recognition, and estimate on the execution of right of renewal and termination
of lease arrangements. While the Company
believes that the estimates and assumptions used in the preparation of the 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 financial statements in the period they are determined to be necessary.
Noncontrolling
Interest
Noncontrolling
interest on the consolidated balance sheets resulted from the consolidation of HTCC, a 51% owned subsidiary starting from January
31, 2017. The portion of the income or loss applicable to the noncontrolling interest in subsidiaries is reflected in the consolidated
statements of income and comprehensive income.
Fair
Value of Financial Instruments
For
certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, net, prepayments,
income taxes recoverable, other current assets, accounts payable, accrued liabilities and other payables, deferred revenue, wages
payable, income taxes payable, and short term loan, the carrying amounts approximate their fair values due to the short maturities.
Lease Commitments
Recent adoption of accounting pronouncement
ASU 2016-02
On January 1, 2019, the Company adopted
Accounting Standards Update (ASU) 2016-02, Leases (together with all amendments subsequently issued thereto, “ASC Topic 842”),
using the modified retrospective method. The Company elected the transition method which allows entities to initially apply the
requirements by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption.
As a result of electing this transition method, previously reported financial information has not been restated to reflect the
application of the new standard to the comparative periods presented. The Company elected the package of practical expedients permitted
under the transition guidance within ASC Topic 842, which among other things, allows the Company to carry forward certain historical
conclusions reached under ASC Topic 840 regarding lease identification, classification, and the accounting treatment of initial
direct costs. The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease
arrangements with terms of 12 months or less. The Company recognizes lease expenses for such leases on a straight-line basis over
the lease term. In addition, the Company elected the land easement transition practical expedient and did not reassess whether
an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease.
The initial lease liability is equal to
the future fixed minimum lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The
lease term includes option renewal periods and early termination payments when it is reasonably certain that the Company will exercise
those rights. The initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and
prepayments, less any lease incentives.
The primary impact of applying ASC Topic
842 is the initial recognition of approximately $7.9 million of operating lease liabilities, approximately $324,000 of which was
associated with a related party lease, and approximately $8.1 million of corresponding right-of-use assets, approximately $327,000
of which was associated with a related party lease, on the Company’s consolidated balance sheet as of January 1, 2019, for
leases classified as operating leases under ASC Topic 840, as well as enhanced disclosure of the Company’s leasing arrangements.
There is no cumulative effect to retained earnings or other components of equity recognized as of January 1, 2019 and the adoption
of this standard did not impact the consolidated statement of income and comprehensive income or consolidated statement of cash
flows of the Company. The Company does not have finance lease arrangements as of December 31, 2019. See Note 14 for further discussion.
Payments made under operating leases are charged to the consolidated
statements of income and comprehensive income on a straight-line basis over the lease period.
Equity
Investments
The
Company’s equity investments consist of investments in equity securities of privately held companies without readily determinable
fair value, where the Company’s level of ownership is such that it cannot exercise significant influence over the investees.
Investments are initially recorded at the amount of the Company’s initial investment and adjusted for declines in fair value
that are considered other than temporary.
Subsequent
to the Company’s adoption of ASC 321 on January 1, 2018, the Company elected to record these investments at cost, less impairment,
and plus or minus subsequent adjustments for observable price changes. The Company makes a qualitative assessment of whether the
investments is impaired at each reporting date. If a qualitative assessment indicates that an investment is impaired, the Company
estimates the investment’s fair value in accordance with the principles of ASC 820. If the fair value is less than the investment’s
carrying value, the Company has to recognize an impairment loss in net income equal to the difference between the carrying value
and fair value.
Foreign
Currency Translation
The
accompanying consolidated financial statements are presented in United States dollar (“$”), which is the reporting
currency of the Company. The functional currency of China Customer Relations Centers, Inc. and CBPO is United States dollar. The
functional currency of the Company’s subsidiary and VIEs located in the PRC is Renminbi (“RMB”). For the subsidiaries
whose functional currencies are RMB, results of operations and cash flows are translated at average exchange rates during the
period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated
at historical exchange rates. The resulting translation adjustments are included in determining other comprehensive income. Transaction
gains and losses are reflected in the consolidated statements of income and comprehensive income. For the years ended December
31, 2019, 2018 and 2017, the Company had gain (loss) of $77,348, $231,928 and ($283,343), respectively, resulting from foreign
currency transactions, which was included in other income (other expense) in the consolidated statements of income and comprehensive
income.
Recent
Accounting Pronouncements
In
December 2019, the FASB issued ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This
ASU provides an exception to the general methodology for calculating income taxes in an interim period when a year-to-date loss
exceeds the anticipated loss for the year. This update also (1) requires an entity to recognize a franchise tax (or similar
tax) that is partially based on income as an income-based tax and account for any incremental amount incurred as a non-income-based
tax, (2) requires an entity to evaluate when a step-up in the tax basis of goodwill should be considered part of the business
combination in which goodwill was originally recognized for accounting purposes and when it should be considered a separate transaction,
and (3) requires that an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax
rate computation in the interim period that includes the enactment date. The standard is effective for the Company for fiscal
years beginning after December 15, 2020, with early adoption permitted. The Company is currently in the process of evaluating the impact
of the adoption on its consolidated financial statements.
|
C.
|
Research and
Development, Patent and Licenses, etc.
|
Please refer to Item 4 Subparagraph B,
“Information on the Company—Business Overview—Research and Development” and “—Intellectual
Property Rights.”
Based on our experience and observations
of the business in which we operate, we believe the following trends are likely to affect our industry and, as a result, our company,
if they continue in the future.
|
●
|
We believe China’s major enterprises have
begun to focus on BPO providers who can offer fully integrated revenue generation solutions to target new markets and improve
revenue and profitability. We believe companies in various industries, including credit card, insurance and logistics enterprises,
have been increasingly contacting BPO service providers for their services as a means to increase sales and profitability.
In the past, companies of these types typically performed call center services internally. CCRC believes such companies are
increasingly outsourcing these functions.
|
|
●
|
Having experienced success with outsourcing
a portion of their business processes to capable third-party providers, Chinese companies are increasingly inclined to outsource
a larger percentage of this work. We have observed this trend among our major customers, for example, the provincial subsidiaries
of China Mobile and China Telecom, who have increased outsourcing as a means of meeting internal goals of limiting growth
in their own employment. We believe companies will continue to consolidate their business processes with third-party providers,
such as Taiying, who are financially stable and able to invest in their business while also demonstrating the ability to cost-effectively
meet their evolving needs.
|
|
●
|
There is increasing adoption of outsourcing
across broader groups of industries. Early adopters of the BPO trend, such as the media and communications industries,
are being joined by companies in other industries, including government, automobile, retail, logistics, media, financial services,
IT and e-commerce. These companies are beginning to adopt outsourcing to improve their business processes and competitiveness.
For example, we see increasing interest in our services from companies in the financial services industries, as evidenced
by our recent clients, two of the largest five commercial banks in China. We believe the increasing adoption of outsourcing
across broader groups of industries and the number of other industries that will adopt or increase their level of outsourcing
will continue to grow, further enabling us to increase and diversify our revenue and client base.
|
|
●
|
As companies broaden their product offerings
and seek to enter new geographic locations, we believe they will be looking for outsourcing providers that can provide speed-to-market
while reducing their capital and operating risk. To achieve these benefits, companies are seeking BPO providers with an extensive
operating history, an established geographic footprint, the financial strength to invest in innovations to deliver more strategic
capabilities and the ability to scale and meet customer demands quickly. We believe we can quickly implement large, complex
business processes around China in a short period of time while assuring a high-quality experience for their customers.
|
|
●
|
Our existing clients are large companies with
diverse BPO needs, and we plan to continue our strategy of expanding the scale and scope of the services we provide for these
large clients. As a full-service provider of voice services such as care, sales, and other back-office functions, we can provide
numerous capabilities to our existing client base. We have experienced continued growth from our existing clients, with more
services being demanded by our existing clients. We believe our organic growth in Taiying’s sales of service to existing
clients is likely to continue for the near future.
|
|
●
|
While we have our Shandong and Heilongjiang
contact centers and Beijing and Tianjing offices to cover the services demanded from the northern part of China and the Bohai
Bay Economic Rim, we believe that our, Hebei, Anhui, Guangxi, Xinjiang, Jiangxi, Jiangsu, Guangdong, Yunan, Hubei, Sichuan,
and Chongqing City contact centers and Shanghai office have allowed us to expand our geographic reach to other parts of China,
particularly the southwest region, the Yangtze River Delta, and the Pearl River Delta, covering a total of 10 provinces, 2 autonomous regions, and 4
directly-administered municipalities (Beijing, Shanghai, Tianjin, and Chongqing) in China. Given our strategic locations and our significant investment in standardized technology and processes, we
believe that we can meet our clients’ speed-to-market demand of launching new products or entering new geographic
locations.
|
|
●
|
While we continue to target the significant
market opportunity still available in the telecommunications industry, we are focusing on reaching new clients in the financial
service and internet commerce industry, which have a large share of the overall outsourced market. We have been actively marketing
our services to a wider range of industries, including government, consumer products and logistics entities.
|
|
●
|
We believe that competition in the customer
care call center BPO market is going to become more intense, and consolidation is going to prevail in the near future. It
is possible that competition in the form of new competitors or alliances, joint ventures or consolidation among existing competitors
may decrease our market share.
|
|
E.
|
Off-Balance
Sheet Arrangements.
|
Under SEC regulations, we are required
to disclose off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, such as changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures
or capital resources that are material to investors. An off-balance sheet arrangement means a transaction, agreement or contractual
arrangement to which any entity that is not consolidated with us is a party, under which we have:
|
●
|
any obligation under certain guarantee contracts,
|
|
●
|
any retained or contingent interest in assets
transferred to an unconsolidated entity or similar arrangement that serves as credit, liquidity or market risk support to
that entity for such assets,
|
|
●
|
any obligation under a contract that would be
accounted for as a derivative instrument, except that it is both indexed to our stock and classified in shareholder equity
in our statement of financial position, and
|
|
●
|
any obligation arising out of a material variable
interest held by us in an unconsolidated entity that provides financing, liquidity, market risk or credit risk support to
us, or engages in leasing, hedging or research and development services with us.
|
We do not have any off-balance sheet arrangements
that we are required to disclose pursuant to these regulations. In the ordinary course of business, we enter into operating lease
commitments, and other contractual obligations. These transactions are recognized in our financial statements in accordance with
generally accepted accounting principles in the United States.
|
F.
|
Tabular
Disclosure of Contractual Obligations.
|
We have certain potential commitments that
include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates, and other
factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts
of payments.
The following table summarizes our contractual
obligations as of December 31, 2019, and the effect these obligations are expected to have on our liquidity and cash flows in
future periods:
Contractual obligations
|
|
Total
|
|
|
1 year
|
|
|
2-3 years
|
|
|
4-5 years
|
|
|
thereafter
|
|
Operating leases
|
|
$
|
10,081,123
|
|
|
$
|
4,495,299
|
|
|
$
|
4,528,605
|
|
|
$
|
1,057,219
|
|
|
$
|
-
|
|
Total
|
|
$
|
10,081,123
|
|
|
$
|
4,495,299
|
|
|
$
|
4,528,605
|
|
|
$
|
1,057,219
|
|
|
$
|
-
|
|
See “Forward-Looking Statements.”
Item
6. Directors, Senior Management and Employees
|
A.
|
Directors
and Senior Management.
|
MANAGEMENT
The
following table sets forth our executive officers and directors, their ages and the positions held by them:
Name
|
|
Age
|
|
Position
|
|
Appointed
|
Gary Wang (1)
(2)
|
|
52
|
|
Chief Executive
Officer, Chairman of the Board and Director
|
|
2014
|
David Wang (1)
(2)
|
|
49
|
|
Chief Financial
Officer, Director
|
|
2014
|
Guoan Xu (1)
(2)
|
|
44
|
|
Vice President,
Director
|
|
2014
|
Tianjun Zhang (1)
(4) (5) (6) (7)
|
|
48
|
|
Director
|
|
2015
|
Weixin Wang (1)
(3) (6) (7)
|
|
50
|
|
Director
|
|
2014
|
Jie Xu (1)
(4) (5)
|
|
48
|
|
Director
|
|
2014
|
Owens Meng (1)
(3) (5) (6) (7)
|
|
42
|
|
Director
|
|
2014
|
(1)
|
The
individual’s business address is c/o Taiying, 1366 Zhongtianmen Dajie, Xinghuo Science and Technology Park, High-tech
Zone, Taian City, Shandong Province, People’s Republic of China 271000.
|
(2)
|
Class
III director whose term expires at the 2022 annual meeting of shareholders.
|
(3)
|
Class
II director whose term expires at the 2021 annual meeting of shareholders.
|
(4)
|
Class
I director whose term expires at the 2020 annual meeting of shareholders.
|
(5)
|
Member
of audit committee.
|
(6)
|
Member
of compensation committee.
|
(7)
|
Member
of nominating committee.
|
Gary
Wang. Mr. Wang has served as the Chief Executive Officer and Chairman of CCRC since September 2014. Mr. Wang co-founded
Taiying in 2007 and has served as Taiying’s Chief Executive Officer since December 2007. From 2004 through 2007, Mr. Wang
was the Chief Executive Officer of Shandong Luk Information Technology Co. Ltd, a call center company based in Shandong Province.
Mr. Wang received his MBA from the Hong Kong Polytechnic University, and a bachelor’s degree in finance from Shandong
University of Finance. Mr. Wang was nominated as a director because he has 15 years of experience serving in executive positions
at companies exclusively operating in the call center industry and has extensive knowledge, experience and relationships in China’s
BPO industry.
David
Wang. Mr. Wang has served as the Chief Financial Officer and Vice Chairman of CCRC since September 2014. Mr. Wang
co-founded Taiying in 2007 and has served as Taiying’s Executive Vice President and Chief Financial Officer since April
2008. From January 2006 through March 2008, Mr. Wang served as Executive Vice President of Fountain Investments Limited,
an investment advisory firm based in Shandong Province. From 2003 through 2005, Mr. Wang was Assistant to the President of
Tianqin Securities Limited, a full-service investment banking and brokerage firm based in Shandong Province. Mr. Wang holds
a bachelor’s degree in computer science from Shandong University, and is currently studying for the FMBA program at China
Europe International Business School (CEIBS). Mr. Wang was nominated as a director because of his extensive operating and
financial knowledge of the company as a long-term executive, which gives him detailed understanding of the complexities of our
operations.
Guoan
Xu. Mr. Xu has served as Vice President and Director of CCRC since September 2014. Mr. Xu has served as director
and vice president of Taiying since 2014. Between 2008 and 2013, Mr. Xu served as a consultant and independent director of
Taiying. Mr. Xu holds an associate bachelor’s degree in politics and public relations from Shandong University. Mr. Xu
was nominated as a director because of his extensive operating and public relation experience.
Tianjun Zhang. Mr. Zhang
has served as an independent director of CCRC since October 2015. Since February 2014, Mr. Zhang has been the vice president of
Jinan Zhongwei Century Technology Co., Ltd. between February 2011 and February 2014, Mr. Zhang was a director of Sinopec
Ningxia Branch. Between November 2009 and February 2011, Mr. Zhang was a vice president of Star Media Tanzania Co., Ltd.
between December 2001 and November 2009, Mr. Zhang was the general manager of Shandong branch of CITIC Application Service Provider
Co., Ltd. Mr. Zhang received both his MBA and bachelor degree in computer science from Shandong University. Mr. Zhang
was nominated as a director because of his experience in management.
Weixin
Wang. Mr. Wang has served as an independent director of CCRC since September 2014. Since 2013, Mr. Wang has been
the vice chairman of Jiangsu Sailian Information Industry Research Institute. Between 2006 and 2013, Mr. Wang was the director
of Software and Integrated Circuit Promotion Center within the Strategy Consulting Department of Ministry and Information Technology.
Between 2004 and 2006, Mr. Wang was an associate researcher of China Institute of Science. Mr. Wang holds a doctorate
degree in engineering from the China Academy of Agricultural Mechanization Sciences (CAAMS). Mr. Wang was nominated as a
director because of his research and development experience in information and technology.
Jie
Xu. Mr. Xu has served as an independent director of CCRC since September 2014. Since June 2015, Mr. Xu has been
the Chief investment officer of Shandong Juneng Investment Co., Ltd, an affiliated company of Shandong State-Owned Assets Investment
Holdings, Co., Ltd. Between September 2012 and May 2015, Mr. Xu was the general manager of the asset management department
of Luzheng Futures Stock Co., Ltd. Between 2008 and 2012, Mr. Xu was the senior manager of Qilu Securities (Beijing) Asset
Management Company, a division of Qilu Securities Co., Ltd., as full-service brokerage and investment banking firm. Between 2006
and 2007, Mr. Xu was an investment relation manager for Shandong Tianye Hengji Stock Company Limited. Between 2002 and 2006,
Mr. Xu was assistant vice president of the securities investment department of General Investment Management co., Ltd. Mr. Xu
holds a bachelor degree in finance from Shandong Economic University. Mr. Xu was nominated as a director because of his experience
in capital markets and finance.
Owens Meng. Mr. Meng has served
as an independent director of CCRC since September 2014. Mr. Meng is a certified public accountant in Delaware. Since 2013, Mr. Meng
has been the managing director of Beijing Songlin Xinya Financial Consultants, Ltd. Between 2007 and 2013, Mr. Meng served
as chief representative of Sherb Consulting LLC Beijing Representative Office, and managing director of Sherb & Co, LLP,
a mid-sized accounting firm which has audited more than 25 China-based, US publicly traded companies. Between 2003 and 2006, Mr. Meng
worked as an audit manager for Grant Thornton Beijing. Mr. Meng is a member of China Institute of Certified Public Accountants
(CICPA), and a Certified Internal Auditor (CIA) of the Institute of Internal Auditors. Mr. Meng has also served as an independent
director of TDH Holdings, Inc. since February 2019. Mr. Meng holds a bachelor degree in accounting and economics from Beijing
Technology and Business University. Mr. Meng was nominated as a director because of his experience in auditing, US GAAP
and with United States compliance issues.
There
are no family relations among any of our officers or directors. There are no other arrangements or understandings pursuant to
which our directors are selected or nominated.
Executive
Compensation
Our
compensation committee approves our salary and benefit policies. Before our initial public offering, our board of directors determined
the compensation to be paid to our executive officers based on our financial and operating performance and prospects, and contributions
made by the officers to our success. Each of the named officers are measured by a series of performance criteria by the board
of directors, or the compensation committee on a yearly basis. Such criteria are set forth based on certain objective parameters
such as job characteristics, required professionalism, management skills, interpersonal skills, related experience, personal performance
and overall corporate performance.
In 2019, we paid an aggregate of approximately
$1,329,048 U.S. dollars in cash as salaries, bonuses and fees to our senior executives and officers named in this annual report.
Other than salaries, fees and share incentives, we do not otherwise provide pension, retirement or similar benefits to our officers
and directors.
Director
Compensation
All directors hold office until the next
annual meeting of shareholders at which their respective class of directors is re-elected and until their successors have been
duly elected and qualified. There are no family relationships among our directors or executive officers. Officers are elected
by and serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for their services.
Independent directors are entitled to receive $20,000 per year for serving as directors and may receive stock, option or other
equity-based incentives to our directors for their service. The following table presents information regarding the compensation
of our independent directors for fiscal 2019. Compensation for our Chief Executive Officer, Gary Wang, Chief Financial Officer,
David Wang and Guoan Xu are Vice President is reflected above in the Summary Compensation Table rather than below.
Summary
Director Compensation Table FY 2019
Name
|
|
Director fees
earned or
paid in cash
|
|
|
Other
Compensation
|
|
|
Total
($)
|
|
Weixin Wang
|
|
$
|
20,000
|
|
|
$
|
0
|
|
|
$
|
20,000
|
|
Jie Xu
|
|
|
20,000
|
|
|
|
0
|
|
|
|
20,000
|
|
Tianjun Zhang
|
|
|
20,000
|
|
|
|
0
|
|
|
|
20,000
|
|
Owens Meng
|
|
|
20,000
|
|
|
|
0
|
|
|
|
20,000
|
|
See
information provided in response to Item 6.A. above as to the current directors.
Composition
of Board
Our
board of directors currently consists of seven directors. There are no family relationships between any of our executive officers
and directors.
The directors are divided into three classes,
as nearly equal in number as the then total number of directors permits. Class I directors shall face re-election at our annual
general meeting of shareholders in 2020 and every three years thereafter. Class II directors shall face re-election at our annual
general meeting of shareholders in 2021 and every three years thereafter. Class III directors shall face re-election at our annual
general meeting of shareholders in 2022 and every three years thereafter.
If
the number of director changes, any increase or decrease will be apportioned among the classes so as to maintain the number of
directors in each class as nearly as possible. Any additional director of a class elected to fill a vacancy resulting from an
increase in such class will hold office for a term that coincides with the remaining term of that class. Decreases in the number
of directors will not shorten the term of any incumbent director. These board provisions could make it more difficult for third
parties to gain control of our company by making it difficult to replace members of the Board of Directors.
A
director may vote in respect of any contract or transaction in which he is interested, provided, however that the nature of the
interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any
vote on that matter. A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written
resolution of the directors or any committee thereof of the nature of a director’s interest shall be sufficient disclosure
and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director
may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in
which he is so interested and may vote on such motion. There are no membership qualifications for directors. Further, there are
no share ownership qualifications for directors unless so fixed by us in a general meeting.
The
Board of Directors maintains a majority of independent directors who are deemed to be independent under the definition of independence
provided by NASDAQ Stock Market Rule 4200(a)(15). Messrs. Weixin Wang, Jie Xu, Tianjun Zhang and Owens Meng are our independent
directors.
There
are no other arrangements or understandings pursuant to which our directors are selected or nominated.
Our
Board of Directors plays a significant role in our risk oversight. The Board of Directors makes all relevant company decisions.
As such, it is important for us to have both our Chief Executive Officer and Chief Financial Officer serve on the Board as they
play key roles in the risk oversight or the company. As a smaller reporting company with a small board of directors, we believe
it is appropriate to have the involvement and input of all of our directors in risk oversight matters.
Board
Committees
Currently,
three committees have been established under the board: the audit committee, the compensation committee and the nominating committee.
The audit committee is responsible for overseeing the accounting and financial reporting processes of our company and audits of
the financial statements of our company, including the appointment, compensation and oversight of the work of our independent
auditors. The compensation committee of the board of directors reviews and makes recommendations to the board regarding our compensation
policies for our officers and all forms of compensation, and also administers our incentive compensation plans and equity-based
plans (but our board retains the authority to interpret those plans). The nominating committee of the board of directors is responsible
for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations
or elections of directors and other governance issues. The nominating committee considers diversity of opinion and experience
when nominating directors.
Tianjun
Zhang and Owens Meng serve on all three committees. Weixin Wang serves on the nominating and compensation committees. Jie Xu serves
on the audit committee. At this time, Weixin Wang chairs the nominating committee; Owens Meng chairs the audit committee; and
Tianjun Zhang chairs the compensation committee. Owens Meng qualifies as an “audit committee financial expert” as
that term is defined by the applicable SEC regulations and Nasdaq Capital Market corporate governance requirements.
Duties
of Directors
Under
British Virgin Islands law, our directors have a duty to act honestly, in good faith and with a view to our best interests. Our
directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable
circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our memorandum and articles of
association. We have the right to seek damages if a duty owed by our directors is breached.
The
functions and powers of our board of directors include, among others:
|
●
|
appointing
officers and determining the term of office of the officers;
|
|
●
|
authorizing
the payment of donations to religious, charitable, public or other bodies, clubs, funds or associations as deemed advisable;
|
|
●
|
exercising
the borrowing powers of the company and mortgaging the property of the company;
|
|
●
|
executing
checks, promissory notes and other negotiable instruments on behalf of the company; and
|
|
●
|
maintaining
or registering a register of mortgages, charges or other encumbrances of the company.
|
Interested
Transactions
A
director may vote, attend a board meeting or sign a document on our behalf with respect to any contract or transaction in which
he or she is interested. A director must promptly disclose the interest to all other directors after becoming aware of the fact
that he or she is interested in a transaction we have entered into or are to enter into. A general notice or disclosure to the
board or otherwise contained in the minutes of a meeting or a written resolution of the board or any committee of the board that
a director is a shareholder, director, officer or trustee of any specified firm or company and is to be regarded as interested
in any transaction with such firm or company will be sufficient disclosure, and, after such general notice, it will not be necessary
to give special notice relating to any particular transaction.
Remuneration
and Borrowing
The
directors may receive such remuneration as our board of directors may determine from time to time. Each director is entitled to
be repaid or prepaid for all traveling, hotel and incidental expenses reasonably incurred or expected to be incurred in attending
meetings of our board of directors or committees of our board of directors or shareholder meetings or otherwise in connection
with the discharge of his or her duties as a director. The compensation committee will assist the directors in reviewing and approving
the compensation structure for the directors.
Our
board of directors may exercise all the powers of the Company to borrow money and to mortgage or charge our undertakings and property
or any part thereof, to issue debentures, debenture stock and other securities whenever money is borrowed or as security for any
debt, liability or obligation of the Company or of any third party.
Qualification
A
director is not required to hold shares as a qualification to office.
Limitation
on Liability and Other Indemnification Matters
Under
British Virgin Islands law, each of our directors and officers, in performing his or her functions, is required to act honestly
and in good faith with a view to our best interests and exercise the care, diligence and skill that a reasonably prudent person
would exercise in comparable circumstances. British Virgin Islands law does not limit the extent to which a company’s memorandum
and articles of association may provide for indemnification of officers and directors, except to the extent any such provision
may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil
fraud or the consequences of committing a crime.
Under
our memorandum and articles of association, we may indemnify our directors, officers and liquidators against all expenses, including
legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with civil,
criminal, administrative or investigative proceedings to which they are party or are threatened to be made a party by reason of
their acting as our director, officer or liquidator. To be entitled to indemnification, these persons must have acted honestly
and in good faith with a view to the best interest of the Company and, in the case of criminal proceedings, they must have had
no reasonable cause to believe their conduct was unlawful. Such limitation of liability does not affect the availability of equitable
remedies such as injunctive relief or rescission. These provisions will not limit the liability of directors under United States
federal securities laws.
We
may indemnify any of our directors or anyone serving at our request as a director of another entity against all expenses, including
legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal,
administrative or investigative proceedings. We may only indemnify a director if he or she acted honestly and in good faith with
the view to our best interests and, in the case of criminal proceedings, the director had no reasonable cause to believe that
his or her conduct was unlawful. The decision of our board of directors as to whether the director acted honestly and in good
faith with a view to our best interests and as to whether the director had no reasonable cause to believe that his or her conduct
was unlawful, is in the absence of fraud sufficient for the purposes of indemnification, unless a question of law is involved.
The termination of any proceedings by any judgment, order, settlement, conviction or the entry of no plea does not, by itself,
create a presumption that a director did not act honestly and in good faith and with a view to our best interests or that the
director had reasonable cause to believe that his or her conduct was unlawful. If a director to be indemnified has been successful
in defense of any proceedings referred to above, the director is entitled to be indemnified against all expenses, including legal
fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred by the director or officer in connection
with the proceedings.
We
may purchase and maintain insurance in relation to any of our directors or officers against any liability asserted against the
directors or officers and incurred by the directors or officers in that capacity, whether or not we have or would have had the
power to indemnify the directors or officers against the liability as provided in our memorandum and articles of association.
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted for our directors or officers under the foregoing
provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable as a matter of United States law.
Our
Employees
As of December 31, 2019, we had approximately
12,636 full-time employees and approximately 5,601 workers who are not considered full-time employees under the PRC laws, including
part-time employees, dispatched workers, reemployed workers after retirement, and interns. Our senior management and many of our
employees have had prior experience in the call center industry.
We
devote significant resources to recruiting and training our call center associates. We target and select high-caliber employees
through a rigorous screening and testing process. After we hire an employee, we make significant investments in foundation training,
client-specific training and ongoing instruction and coaching. We emphasize small teams, which facilitates significant time for
evaluation and coaching of our customer service associates by our team leaders and quality personnel.
Our
culture is metric-driven and performance-based. We employ a scorecard system for substantially all of our employees that define
specific goals to provide clarity of purpose and to enable objective weekly, monthly and quarterly performance evaluations. We
believe that this system, which is linked with a compensation structure that is heavily weighted with performance-based incentives,
helps our managers identify and coach low performers, reward high performers and ultimately achieve high levels of quality for
our clients.
Most
of our senior management and technical employees are well-educated Chinese professionals with substantial experience in call center
management and call center system integration and application software development. We believe that attracting and retaining highly
experienced call center associates and sales and marketing personnel is a key to our success. In addition, we believe that we
maintain a good working relationship with our employees and we have not experienced any significant labor disputes or any difficulty
in recruiting staff for our operations. Our employees are not represented through any collective bargaining agreements or by labor
unions.
Employment
Agreements
Under
Chinese laws, there are some situations where we can terminate employment agreements without paying economic compensation, such
as the employer maintains or raises the employment conditions but the employee refuses to accept the new employment agreement,
when the employment agreement is scheduled to expire, the employee is retired in accordance with laws or the employee is dead,
declared dead or has disappeared. For termination of employment in absence of legal cause we are obligated to pay the employee
two-month’s salary for each year we have employed the employee. We are, however, permitted to terminate an employee for
cause without paying economic compensation, such as when the employee has committed a crime, being proved unqualified for recruitment
during the probation period, seriously violating the rules and regulations of the employer, or the employee’s actions or
inactions have resulted in a material adverse effect to us.
Our
employment agreements with our executive officers generally provide for a term of three years, provided that either party may
terminate the agreement on 60 days notice and a salary to be paid monthly, subject to certain limitations. The agreements also
provide that the executive officers are to work an average of 40 hours per week and are entitled to all legal holidays as
well as other paid leave in accordance with Chinese laws and regulations and our internal work policies. Under such agreements,
our executive officers may be terminated for cause without further compensation. During the agreement and for three years afterward,
our executive officers are required to keep trade secrets confidential.
The
contracts that we have entered into with executive officers include the following:
Gary
Wang
We
entered into an employment agreement with Mr. Wang, effective March 1, 2017, providing for Mr. Wang to serve as the Company’s
Chief Executive Officer. Under the terms of Mr. Wang’s employment agreement, Mr. Wang is, among other matters,
to take overall responsibility for the operational management and financial management of the Company in compliance with all applicable
laws and devote a minimum of forty hours per week to our business and affairs and in return will be entitled to the following:
|
●
|
Annual compensation
of RMB1,800,000 (approximately $277,000); and
|
|
●
|
Reimbursement
of reasonable expenses.
|
Mr.
Wang will be eligible to receive an annual bonus with a target payout up to 150% of his base salary, subject to achieving Company
and individual performance goals established by the Company’s Compensation Committee. Mr. Wang’s employment agreement
is for an initial term of thirty-six months, renewable for an additional twenty-four months unless either party terminates it
in writing at least sixty days before the expiration of the initial term.
Additionally,
Mr. Wang’s employment agreement provides for confidentiality and nondisclosure provisions, whereby Mr. Wang is required
to keep trade secrets confidential during the course of his employment and for a period of thirty-six months following the termination
of his employment. His employment contract also contains a non-compete clause for a duration of twenty-four months following his
employment.
David
Wang
We
entered into an employment agreement with Mr. Wang, effective March 1, 2017, providing for Mr. Wang to serve as our Chief
Financial Officer. Under the terms of Mr. Wang’s employment agreement, Mr. Wang is, among other matters, to oversee
all financial and operational controls and metrics within the organization in accordance with industry rules and devote a minimum
of forty hours per week to our business and affairs and in return will be entitled to the following:
|
●
|
Annual
compensation of RMB1,200,000 (approximately $185,000); and
|
|
●
|
Reimbursement
of reasonable expenses.
|
Mr.
Wang will be eligible to receive an annual bonus with a target payout up to 150% of his base salary, subject to achieving Company
and individual performance goals established by the Company’s Compensation Committee. Mr. Wang’s employment agreement
is for an initial term of thirty-six months, renewable for an additional twenty-four months unless either party terminates it
in writing at least sixty days before the expiration of the initial term.
Additionally,
Mr. Wang’s employment agreement provides for confidentiality and nondisclosure provisions, whereby Mr. Wang is required
to keep trade secrets confidential during the course of his employment and for a period of thirty-six months following the termination
of his employment. His employment contract also contains a non-compete clause for a duration of twenty-four months following his
employment.
Guoan
Xu
We
entered into an employment agreement with Mr. Xu, through Taiying, effective March 1, 2017, providing for Mr. Xu to serve
as our Vice President. Under the terms of Mr. Xu’s employment agreement, Mr. Xu is, among other matters, to take
respective responsibility for the operation and management of us in accordance with industry rules and devote a minimum of forty
hours per week to our business and affairs and in return will be entitled to the following:
|
●
|
Annual
compensation of RMB1,080,000 (approximately $166,000); and
|
|
●
|
Reimbursement
of reasonable expenses.
|
Mr.
Xu will be eligible to receive an annual bonus with a target payout up to 150% of his base salary, subject to achieving Company
and individual performance goals established by the Company’s Compensation Committee. Mr. Xu’s employment agreement
is for an initial term of thirty-six months, renewable for an additional twenty-four months unless either party terminates it
in writing at least sixty days before the expiration of the initial term.
Additionally,
Mr. Xu’s employment agreement provides for confidentiality and nondisclosure provisions, whereby Mr. Xu is required
to keep trade secrets confidential during the course of his employment and for a period of thirty-six months following the termination
of his employment. His employment contract also contains a non-compete clause for a duration of twenty-four months following his
employment.
The following tables set forth certain information
with respect to the beneficial ownership of our common shares as of May [●], 2020, for:
|
●
|
each
of our directors and named executive officers; and
|
|
●
|
all
of our directors and executive officers as a group.
|
We
have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe,
based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment
power or the power to receive the economic benefit with respect to all common shares that they beneficially own, subject to applicable
community property laws.
Applicable percentage ownership is based on
18,329,600 common shares outstanding at May 28, 2020. Unless otherwise indicated, the address of each beneficial owner
listed in the table below is c/o China Customer Relations Centers, Inc., 1366 Zhongtianmen Dajie, Xinghuo Science and Technology
Park, High-tech Zone, Taian City, Shandong Province, People’s Republic of China 271000.
|
|
Beneficial Ownership
(1)
|
|
Name of Beneficial Owner
|
|
Common Shares
|
|
|
Percentage
|
|
Gary Wang
(2) (4)
|
|
|
3,958,763
|
|
|
|
21.6
|
%
|
David Wang (3)
(4)
|
|
|
1,069,936
|
|
|
|
5.8
|
%
|
Guoan Xu (4)
|
|
|
122,400
|
|
|
|
*
|
|
Weixin Wang (4)
|
|
|
0
|
|
|
|
0
|
|
Jie Xu (4)
|
|
|
0
|
|
|
|
0
|
|
Tianjun Zhang (4)
|
|
|
0
|
|
|
|
0
|
|
Owens Meng (4)
|
|
|
0
|
|
|
|
0
|
|
All directors and executive officers as a group
|
|
|
5,151,099
|
|
|
|
28.1
|
%
|
*
|
Less
than 1%.
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the
common shares or the power to receive the economic benefit of the common shares.
|
(2)
|
Chairman
and Chief Executive Officer
|
(3)
|
Chief
Financial Officer
|
(4)
|
Director
|
2018 Share Incentive Plan
On August 11, 2018, the Company’s
shareholders approved the 2018 Share Incentive Plan (the “2018 Incentive Plan”). The 2018 Incentive Plan allows for
issuance of up to 2,000,000 shares of the Company’s Common Shares to employees, non-employee directors, officers and consultants
for services rendered to the Company.
As of the
current date, there are 2,000,000 shares available for issuance under the 2018 Incentive Plan.
Item
7. Major Shareholders and Related Party Transactions
The following tables set forth certain information
with respect to the beneficial ownership of our common shares as of May 28, 2020, for:
|
●
|
each
shareholder known by us to be the beneficial owner of more than 5% of our outstanding common shares.
|
We
have determined beneficial ownership in accordance with the rules of the SEC. Except as indicated by the footnotes below, we believe,
based on the information furnished to us, that the persons and entities named in the table below have sole voting and investment
power or the power to receive the economic benefit with respect to all common shares that they beneficially own, subject to applicable
community property laws.
Applicable percentage ownership is based on
18,329,600 common shares outstanding at May 28, 2020. Unless otherwise indicated, the address of each beneficial owner
listed in the table below is c/o China Customer Relations Centers, Inc., 1366 Zhongtianmen Dajie, Xinghuo Science and Technology
Park, High-tech Zone, Taian City, Shandong Province, People’s Republic of China 271000.
|
|
Beneficial Ownership
(1)
|
|
Name of Beneficial Owner
|
|
Common Shares
|
|
|
Percentage
|
|
Qingmao Zhang
|
|
|
1,174,000
|
|
|
|
6.4
|
%
|
5% or greater beneficial owners as a group
|
|
|
1,174,000
|
|
|
|
6.4
|
%
|
(1)
|
Beneficial
ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the
common shares or the power to receive the economic benefit of the common shares.
|
|
B.
|
Related
Party Transactions.
|
The related parties had transactions for the years ended December
31, 2019, 2018 and 2017 consist of the following:
Name of Related Party
|
|
Nature of Relationship
|
Beijing Taiying Anrui Holding Co., Ltd. (“Beijing Taiying”)
|
|
Sole Shareholder
|
|
|
|
Shandong Luk Information Technology Co., Ltd. (“Shandong Luk”)
|
|
Controlled by the brother of Gary Wang, the Chief Executive Officer of the Company
|
|
|
|
Chongqing Shenggu Human Resources Co., Ltd. (“CSHR”)
|
|
Controlled by Beijing Taiying
|
|
|
|
Chongqing Taiying Shiye Development Co., Ltd. (“Shiye”)
|
|
David Wang, the Chief Financial Officer of the Company, being a 5% shareholder
|
|
|
|
Shenzhen Shenggu Human Resources Management Co., Ltd. (“SSHR”)
|
|
Controlled by Beijing Taiying and David Wang being a 15% shareholder
|
|
|
|
Beijing Jiate Information Technology Co., Ltd. (“Jiate”)
|
|
Noncontrolling shareholder of HTCC
|
|
|
|
Jiangsu Sound Valley Human Resource Management Co., Ltd. (“JSVH”)
|
|
Controlled by Gary Wang
|
|
|
|
Jinan Shenggu Human Resources Management Co., Ltd. (“JSHR”)
|
|
Controlled by Gary Wang
|
|
|
|
Beijing Shenggu Education Investment Co., Ltd. (“BSEI”)
|
|
Controlled by Gary Wang
|
|
|
|
Shenzhen Shenggu Human Resources Management Co., Ltd. (“SSHR”)
|
|
Controlled by Gary Wang
|
|
|
|
Tai’an Taiying Wealth and Equity Investment and Management Co., Ltd. (“TWIC”)
|
|
David Wang being the legal person of TWIC
|
Significant balances and transactions with related parties are
as follows:
|
|
December 31,
|
|
|
|
Name of Related Party
|
|
2019
|
|
|
2018
|
|
|
Nature of Balance
|
PREPAYMENT - RELATED PARTY
|
|
|
|
|
|
|
|
|
|
|
Beijing Taiying
|
|
$
|
90,429
|
|
|
$
|
91,618
|
|
|
Prepayment of services
|
Prepayment - related party, total
|
|
$
|
90,429
|
|
|
$
|
91,618
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DUE FROM RELATED PARTY, CURRENT
|
|
|
|
|
|
|
|
|
|
|
CSHR
|
|
$
|
-
|
|
|
$
|
199,994
|
|
|
Non-secured and interest free short-term loan
|
Due from related party, current, total
|
|
$
|
-
|
|
|
$
|
199,994
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DUE FROM RELATED PARTY, NON-CURRENT
|
|
|
|
|
|
|
|
|
|
|
JSVH
|
|
$
|
215,307
|
|
|
$
|
-
|
|
|
A loan bearing annual interest rate of 4.35%
|
Due from related party, non-current, total
|
|
$
|
215,307
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ACCOUNTS PAYABLE - RELATED PARTIES
|
|
|
|
|
|
|
|
|
|
|
JSVH
|
|
$
|
60,664
|
|
|
$
|
73,020
|
|
|
Outstanding unpaid human resource service fee
|
JSHR
|
|
|
-
|
|
|
|
33,753
|
|
|
Outstanding unpaid human resource service fee
|
SSHR
|
|
|
88,994
|
|
|
|
-
|
|
|
Outstanding unpaid human resource service fee
|
Jiate
|
|
|
-
|
|
|
|
55,339
|
|
|
Outstanding unpaid customer referral commission
|
Accounts payable - related parties, total
|
|
$
|
149,658
|
|
|
$
|
162,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EQUITY INVESTMENT
|
|
|
|
|
|
|
|
|
|
|
TWIC
|
|
$
|
1,454
|
|
|
$
|
1,435
|
|
|
Equity investment (See Note 4)
|
Equity investment, total
|
|
$
|
1,454
|
|
|
$
|
1,435
|
|
|
|
Related party lease
BSEI leased certain office space at Zaozhuang Software and Service
Industrial Park with a total area of 18,000 square meters, of which 6,500 square meters were subleased to ZSEC at a price of RMB0.5
per square meter per day, from July 1, 2018 to January 1, 2021. Lease expense incurred associated with the BSEI lease for the years
ended December 31, 2019 and 2018 was approximately $164,000 and $88,000, respectively. The Company does not have any outstanding
balance owed to BSEI as of December 31, 2019 and 2018.
Notes receivable from related party, net
The Company had certain notes receivable from Shiye in relation
to a loan made in 2013. During the year ended December 31, 2018, the Company reserved an allowance for all the outstanding balance
from Shiye as the Company does not expect to collect from Shiye within a reasonable period of time.
|
C.
|
Interests
of experts and counsel.
|
Not
applicable for annual reports on Form 20-F.
Item
8. Financial Information
|
A.
|
Consolidated
Statements and Other Financial Information.
|
See
information provided in response to Item 18 below.
Legal
and Administrative Proceedings
We
are currently not a party to any material legal or administrative proceedings and are not aware of any pending or threatened material
legal or administrative proceedings against us. We may from time to time become a party to various legal or administrative proceedings
arising in the ordinary course of our business.
Dividend
Policy
The
holders of shares of our common shares are entitled to dividends out of funds legally available when and as declared by our board
of directors. Our board of directors has never declared a dividend and does not anticipate declaring a dividend in the foreseeable
future. Should we decide in the future to pay dividends, as a holding company, our ability to do so and meet other obligations
depends upon the receipt of dividends or other payments from our operating subsidiary and other holdings and investments. In addition,
the Operating Companies may, from time to time, be subject to restrictions on their ability to make distributions to us, including
as a result of restrictive covenants in loan agreements, restrictions on the conversion of local currency into U.S. dollars or
other hard currency and other regulatory restrictions. In the event of our liquidation, dissolution or winding up, holders of
our common shares are entitled to receive, ratably, the net assets available to shareholders after payment of all creditors.
We
have not experienced any significant changes since the date of our audited consolidated financial statements included in this
annual report.
Item
9. The Offer and Listing
|
A.
|
Offer
and listing details.
|
Our common shares have been listed on the
NASDAQ Capital Market since December 21, 2015 under the symbol “CCRC.”
Not
applicable for annual reports on Form 20-F.
Our common shares have been listed on the
NASDAQ Capital Market since December 21, 2015 under the symbol “CCRC.”
Not
applicable for annual reports on Form 20-F.
Not
applicable for annual reports on Form 20-F.
Not
applicable for annual reports on Form 20-F.
Item
10. Additional Information
Not
applicable for annual reports on Form 20-F.
|
B.
|
Memorandum
and Articles of Association.
|
We
incorporate by reference the description of our Memorandum and Articles of Association, as currently in effect in the British
Virgin Islands, set forth in our registration statement on Form F-1, declared effective on December 9, 2015 (File No. 333-199306).
Other
than described elsewhere in this annual report, we did not have any other material contracts.
Foreign
Currency Exchange
The
principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations (1996),
as amended on August 5, 2008, the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996) and
the Interim Measures on Administration on Foreign Debts (2003). Under these regulations, Renminbi are freely convertible for current
account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions,
but not for most capital account items, such as direct investment, loans, repatriation of investment and investment in securities
outside China, unless the prior approval of competent authorities (if required) and registration with SAFE or its local counterparts
are obtained. In addition, any loans to an operating subsidiary in China that is a foreign invested enterprise, cannot, in the
aggregate, exceed the difference between its respective approved total investment amount and its respective approved registered
capital amount. Furthermore, any foreign loan must be registered with SAFE or its local counterparts for the loan to be effective.
Any increase in the amount of the total investment and registered capital must be approved by the PRC Ministry of Commerce or
authorized provincial or same level government. We may not be able to obtain these government approvals or registrations on a
timely basis, if at all, which could result in a delay in the process of making these loans.
The
dividends paid by the subsidiary to its shareholder are deemed shareholder income and are taxable in China. Pursuant to the Administration
Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), foreign-invested enterprises in China may purchase or remit
foreign exchange, subject to a cap approved by SAFE, for settlement of current account transactions without the approval of SAFE.
Foreign exchange transactions under the capital account are still subject to limitations and require approvals from, or registration
with, SAFE and other relevant PRC governmental authorities.
Circular
37
On
July 4, 2014, SAFE issued Circular 37, which became effective as of July 4, 2014. According to Circular 37, PRC residents
shall apply to SAFE and its branches for going through the procedures for foreign exchange registration of overseas investments
before contributing the domestic or offshore assets or interests to a SPV. An amendment to registration or filing with the local
SAFE branch by such PRC resident is also required if the registered overseas SPV’s basic information such as domestic individual
resident shareholder, name, operating period, or major events such as domestic individual resident capital increase, capital reduction,
share transfer or exchange, merger or division has changed. Although the change of overseas funds raised by overseas SPV, overseas
investment exercised by overseas SPV and non-cross-border capital flow are not included in Circular 37, we may be required to
make foreign exchange registration if required by SAFE and its branches.
Moreover,
Circular 37 applies retroactively. As a result, PRC residents who have contributed domestic assets or interests to a SPV, but
failed to complete foreign exchange registration of overseas investments as required prior to implementation of Circular 37, are
required to send a letter to SAFE and its branches for explanation. Under the relevant rules, failure to comply with the registration
procedures set forth in Circular 37 may result in receiving a warning from SAFE and its branches, and may result in a fine
of up to RMB 300,000 for an organization or up to RMB 50,000 for an individual. In the event of failing to register, if capital
outflow occurred, a fine up to 30% of the illegal amount may be assessed.
PRC
residents who control our company are required to register with SAFE in connection with their investments in us. If we use our
equity interest to purchase the assets or equity interest of a PRC company owned by PRC residents in the future, such PRC residents
will be subject to the registration procedures described in Circular 37.
Circular 19 & Circular 16.
On March 30, 2015, SAFE issued the Circular Concerning the Reform of the Administration of the Settlement of Foreign Currency
Capital of Foreign-Invested Enterprises, or Circular 19, which became effective on June 1, 2015. Circular 19 regulates the conversion
of foreign currency capital funds into RMB by a foreign-invested enterprise, and limits how the converted RMB may be used.
Furthermore, SAFE promulgated a circular on
June 9, 2016, Circular on Reforming and Regulating Policies on the Administration over Foreign Exchange Settlement under Capital
Accounts, or Circular 16, which further revises several clauses in Circular 19. Both Circular 19 and Circular 16 regulate that
foreign exchange incomes of a domestic enterprise under their capital account shall not be used in the ways stated below:
|
●
|
For expenditures that
are forbidden by relevant laws and regulations, or for purposes which are not included in the business scope approved by relevant
government authority;
|
|
●
|
For direct or indirect securities investments
within China, or for any other kinds of investments except banks’ principal-guaranteed wealth-management products, unless
otherwise prescribed by other laws and regulations;
|
|
●
|
For issuing RMB entrusted loans directly or
indirectly (except those included in the business scope), or for repaying inter-enterprise loans (including advances by the
third party), or for repaying bank loans which has been on-lent to third parties;
|
|
●
|
For issuing RMB loans to non-affiliated enterprises,
unless expressly permitted in the business scope;
|
|
●
|
For purchasing or constructing real estate which
is not for personal use, in addition to those real estate enterprises.
|
In addition, SAFE supervises the flow and use
of those RMB capital converted from foreign currency capital funds of a foreign-invested company by further focusing on ex post
facto supervisions and violations, and the use the net proceeds from our initial public to invest in or acquire any other Chinese
companies in China is subject to the provisions under both Circular 19 and Circular 16.
Regulations
on Offshore Parent Holding Companies’ Direct Investment in and Loans to Their PRC Subsidiaries
An
offshore company may invest equity in a PRC company, which will become the PRC subsidiary of the offshore holding company after
investment. Such equity investment is subject to a series of laws and regulations generally applicable to any foreign-invested
enterprise in China, which include the Wholly Foreign Owned Enterprise Law, the Sino-foreign Equity Joint Venture Enterprise Law,
the Sino-foreign Contractual Joint Venture Enterprise Law, all as amended from time to time, and their respective implementing
rules; the Administrative Provisions on Foreign Exchange in Domestic Direct Investment by Foreign Investors; and the Notice of
the State Administration on Foreign Exchange on Further Improving and Adjusting Foreign Exchange Administration Policies for Direct
Investment.
Under
the aforesaid laws and regulations, the increase of the registered capital of a foreign-invested enterprise is subject to the
prior approval by the original approval authority of its establishment. In addition, the increase of registered capital and total
investment amount shall be registered with Ministry of Commerce (or authorized provincial or same level government), SAIC and
SAFE.
Shareholder
loans made by offshore parent holding companies to their PRC subsidiaries are regarded as foreign debts in China for regulatory
purpose, which is subject to a number of PRC laws and regulations, including the PRC Foreign Exchange Administration Regulations,
the Interim Measures on Administration on Foreign Debts, the Tentative Provisions on the Statistics Monitoring of Foreign Debts
and its implementation rules, and the Administration Rules on the Settlement, Sale and Payment of Foreign Exchange.
Under
these regulations, the shareholder loans made by offshore parent holding companies to their PRC subsidiaries shall be registered
with SAFE. Furthermore, the total amount of foreign debts that can be borrowed by such PRC subsidiaries, including any shareholder
loans, shall not exceed the difference between the total investment amount and the registered capital amount of the PRC subsidiaries,
both of which are subject to the governmental approval.
PRC Foreign Investment Law
On March 15, 2019, the National People’s
Congress of the PRC adopted the FIL, which became effective on January 1, 2020. The FIL sets forth the principal basic legal framework
of foreign investment in the PRC, and since its effectiveness, replaces the trio of laws regulating foreign investment in the
PRC, namely, the Wholly Foreign-Invested Enterprises Law, the Law on Sino-Foreign Equity Joint Ventures, and the Law on Sino-Foreign
Contractual Joint Ventures, together with their implementation rules and ancillary regulations. Pursuant to the FIL, foreign-invested
enterprises established after the effective date of the FIL shall comply with, as the case may be, the Company Law or the Partnership
Enterprise Law of the PRC in terms of its organization form, corporate structure and bylaws. For FIEs established prior to the
effective date of the FIL, they have a five-year transition period, during which the FIEs, such as our WFOE, may maintain its
current organization form, corporate structure and bylaws.
Regulation
of Dividend Distribution
The
principal regulations governing the distribution of dividends by foreign holding companies include the Company Law of the PRC
(1993), as amended in 2013, the Foreign Investment Enterprise Law (1986), as amended in 2016, and the Administrative Rules under
the Foreign Investment Enterprise Law (2001), as amended in 2014.
Under
these regulations, wholly foreign-owned investment enterprises in China may pay dividends only out of their retained profits,
if any, determined in accordance with PRC accounting standards and regulations. In addition, wholly foreign-owned investment enterprises
in China are required to allocate at least 10% of their respective retained profits each year, if any, to fund certain reserve
funds unless these reserves have reached 50% of the registered capital of the enterprises. These reserves are not distributable
as cash dividends, and a wholly foreign-owned enterprise is not permitted to distribute any profits until losses from prior fiscal
years have been offset.
The
following sets forth the material British Virgin Islands, Chinese and U.S. federal income tax matters related to an investment
in our common shares. It is directed to U.S. Holders (as defined below) of our common shares and is based on laws and relevant
interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This description does
not deal with all possible tax consequences relating to an investment in our common shares, such as the tax consequences under
state, local and other tax laws.
The
following brief description applies only to U.S. Holders (defined below) that hold common shares as capital assets and that have
the U.S. dollar as their functional currency. This brief description is based on the tax laws of the United States in effect as
of the date of this annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this
annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing
authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.
The
brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are
a beneficial owner of shares and you are, for U.S. federal income tax purposes,
|
●
|
an
individual who is a citizen or resident of the United States;
|
|
●
|
a
corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the
United States, any state thereof or the District of Columbia;
|
|
●
|
an
estate whose income is subject to U.S. federal income taxation regardless of its source; or
|
|
●
|
a
trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more
U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations
to be treated as a U.S. person.
|
WE
URGE POTENTIAL PURCHASERS OF OUR SHARES TO CONSULT THEIR OWN TAX
ADVISORS CONCERNING THE U.S. FEDERAL, STATE, LOCAL AND NON-U.S. TAX
CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR SHARES.
PRC
Enterprise Income Tax
According
to the Enterprise Income Tax Law of PRC (the “EIT Law”), which was promulgated on March 16, 2007 and became effective
on January 1, 2008 and last amended on February 24, 2017, the income tax for both domestic and foreign-invested enterprises
is at a uniform rate of 25%, unless they qualify for certain exceptions. The Regulation on the Implementation of Enterprise Income
Tax Law of the PRC (the “EIT Rules”) was promulgated on December 6, 2007 and became effective on January 1,
2008.
On April 14, 2008, the Chinese Ministry
of Science and Technology, Ministry of Finance and State Administration of Taxation enacted the Administrative Measures for Certifying
High and New Technology Enterprises, which retroactively became effective on January 1, 2008 and amended on January 1,
2016. Under the EIT Law, certain qualified high-tech companies may benefit from a preferential tax rate of 15% if they own their
core intellectual properties and are classified into certain industries strongly supported by the Chinese government and set forth
by certain departments of the Chinese State Council. Taiying was granted the high and new technology enterprise (“HNTE”)
qualification valid for three years starting from June 12, 2009, which was subsequently renewed, and is currently valid through
November 29, 2021. Further, the following subsidiaries were granted the HNTE qualifications and entitled to a preferential EIT
rate of 15% valid for three years: Central BPO starting from December 5, 2016 and renewed for another three year in 2019, JTTC
from December 7, 2017, SCBI from December 15, 2016 and renewed for another three year in 2019, JTIS from November 30, 2016 and
renewed for another three year on November 7, 2019, HTCC from October 27, 2017, JXTT from November 15, 2016 and renewed for another
three year on September 16 2019, ZSEC from August 16, 2018, and ATIT starting from November 20, 2019. There can be no assurance,
however, that Taiying and its subsidiaries will continue to meet the qualifications for such a reduced tax rate. In addition,
there can be no guaranty that relevant governmental authorities will not revoke Taiying’s “high and new technology
enterprise” status in the future.
On April 6, 2012, State Administration
of Taxation circulated the Announcement on Enterprise Income Tax Regarding Further Implementing the Western China Development
Strategy, effective retroactively on January 1, 2011. Pursuant to the Announcement, an enterprise with over 70% of its annual
revenues generated from businesses listed in the Catalogue of Industries Encouraged to Develop in the Western Region will be granted
a preferential tax rate of 15%. XTTC, GTTC, and STTC have been granted a preferential EIT rate of 15% valid through 2020, for
their BPO businesses conducted in the western regions of China. There can be no assurance, however, that XTTC, GTTC and STTC will
continue to meet the qualifications for such a reduced tax rate.
Uncertainties
exist with respect to how the EIT Law applies to the tax residence status of CCRC and our offshore subsidiaries. Under the EIT
Law, an enterprise established outside of China with a “de facto management body” within China is considered a “resident
enterprise”, which means that it is treated in a manner similar to a Chinese enterprise for enterprise income tax purposes.
Although the implementation rules of the EIT Law define “de facto management body” as a managing body that exercises
substantive and overall management and control over the production and business, personnel, accounting books and assets of an
enterprise, the only official guidance for this definition currently available is set forth in Circular 82 issued by the State
Administration of Taxation, at April 22, 2009 which provides that a foreign enterprise controlled by a PRC company or a PRC company
group will be classified as a “resident enterprise” with its “de facto management bodies” located within
China if the following criteria are satisfied:
|
●
|
the
place where the senior management and core management departments that are in charge of its daily operations perform their
duties is mainly located in the PRC;
|
|
●
|
its
financial and human resources decisions are made by or are subject to approval by persons or bodies in the PRC;
|
|
●
|
its
major assets, accounting books, company seals, and minutes and files of its board and shareholders’ meetings are located
or kept in the PRC; and
|
|
●
|
more
than half of the enterprise’s directors or senior management with voting rights frequently reside in the PRC.
|
Further, the SAT issued a bulletin on August
3, 2011 to provide more guidance on the implementation of Circular 82, or Bulletin 45. Bulletin 45 clarifies certain matters relating
to resident status determination, post-determination administration and competent tax authorities. The SAT then issued a bulletin
on January 29, 2014, which further provides that, among other things, an entity that is classified as a “resident enterprise”
in accordance with Circular 82 shall file the application for classifying its status of residential enterprise with the local
tax authorities where its main domestic investors are registered. Form the year in which the entity is determined to be a “resident
enterprise,” any dividend, profit and other equity investment gain shall be taxed in accordance with the enterprise income
tax law and its implementing rules. A resident enterprise would have to pay a withholding tax at a rate of 10% when paying dividends
to its non-PRC shareholders.
We
do not believe that we meet the conditions outlined in the preceding paragraph since CCRC does not have a PRC enterprise or enterprise
group as our primary controlling shareholder. In addition, we are not aware of any offshore holding companies with a corporate
structure similar to the Company that has been deemed a PRC “resident enterprise” by the PRC tax authorities.
If
we are deemed a PRC resident enterprise, we may be subject to the EIT at the rate of 25% on our global income, except that the
dividends we receive from our PRC subsidiaries may be exempt from the EIT to the extent such dividends are deemed dividends among
qualified resident enterprises. If we are considered a resident enterprise and earn income other than dividends from our PRC subsidiaries,
a 25% EIT on our global income could significantly increase our tax burden and materially and adversely affect our cash flow and
profitability.
PRC Value-Added Tax (“VAT”)
The Provisional Regulations of the PRC
on Value-added Tax were promulgated by the State Council on December 13, 1993 and came into effect on January 1, 1994 which were
subsequently amended on November 10, 2008, February 6, 2016, and November 19, 2017, and the Detailed Rules for the Implementation
of the Provisional Regulations of the PRC on Value-added Tax was promulgated by the Ministry of Finance on December 25, 1993 and
subsequently amended on December 15, 2008 and October 28, 2011. On December 12, 2013, the Ministry of Finance and the State Administration
of Taxation, or the SAT, issued the Circular on Including the Railway Transportation and Postal Industries in the Pilot Program
of Replacing Business Tax with Value-Added Tax, or the Pilot Collection Circular. The scope of certain modern services industries
under the Pilot Collection Circular is expanded to cover research and development and technical services, cultural and creative
services, and radio, film and television services. In addition, according to the Notice on Including the Telecommunications Industry
in the Pilot Program of Levying Value-added Tax in Lieu of Business Tax, which became effective on June 1, 2014, the scope
of certain modern services industries under the Pilot Collection Circular is further expanded to cover the telecommunications
industry. On March 23, 2016, the Ministry of Finance and SAT issued the Circular on Comprehensively Promoting the Pilot
Program of the Collection of Value-added Tax in Lieu of Business Tax. Effective from May 1, 2016, the PRC tax authorities
collect the valued-added tax in lieu of Business Tax in all regions and industries.
Pursuant to the Circular of the State
Council on Effectively and Comprehensively Promoting the Pilot Program of Replacing Business Tax with Value-added Tax recently
amended on November 19, 2017 and the regulations hereof, the VAT rates generally applicable were 17%, 11%, 6% and 0%, and
the VAT rate applicable to the small-scale taxpayers was 3% and 6% to value-added telecommunications services. On April 4, 2018,
SAT issued the Circular Regarding Adjusting Value-added Tax Rates, which came into effect on May 1, 2018, and thus, as of December
31, 2018, the VAT tax rates were 16%, 10%, 6%, and 0%. The VAT rates were further decreased pursuant to the Circular Regarding
the Relevant Policies of Deepening Value-added Tax Reform jointly issued by the Ministry of Finance, SAT, and the General Administration
of Customs on March 20, 2019, which became effective on April 1, 2019 (the “Circular 39”). Pursuant to the Circular
39, starting June 1, 2019, the previous VAT rates of 16% and 10% were adjusted to 13% and 9%.
British
Virgin Islands Taxation
Under
the BVI Act as currently in effect, a holder of common shares who is not a resident of the British Virgin Islands is exempt from
British Virgin Islands income tax on dividends paid with respect to the common shares and all holders of common shares are not
liable to the British Virgin Islands for income tax on gains realized during that year on sale or disposal of such shares. The
British Virgin Islands does not impose a withholding tax on dividends paid by a company incorporated or re-registered under the
BVI Act.
There
are no capital gains, gift or inheritance taxes levied by the British Virgin Islands on companies incorporated or re-registered
under the BVI Act. In addition, shares of companies incorporated or re-registered under the BVI Act are not subject to transfer
taxes, stamp duties or similar charges.
There
is no income tax treaty or convention currently in effect between the United States and the British Virgin Islands or between
China and the British Virgin Islands.
United
States Federal Income Taxation
The
following does not address the tax consequences to any particular investor or to persons in special tax situations such as:
|
●
|
a
dealer in securities or currencies;
|
|
●
|
a
person whose “functional currency” is not the United States dollar;
|
|
●
|
financial
institutions;
|
|
●
|
regulated
investment companies;
|
|
●
|
real
estate investment trusts;
|
|
●
|
traders
that elect to mark-to-market;
|
|
●
|
persons
liable for alternative minimum tax;
|
|
●
|
persons
holding our common shares as part of a straddle, hedging, conversion or integrated transaction;
|
|
●
|
persons
that actually or constructively own 10% or more of our voting shares;
|
|
●
|
persons
who acquired our common shares pursuant to the exercise of any employee share option or otherwise as consideration; or
|
|
●
|
persons
holding our common shares through partnerships or other pass-through entities.
|
Prospective
purchasers are urged to consult their tax advisors about the application of the U.S. Federal tax rules to their particular circumstances
as well as the state, local, foreign and other tax consequences to them of the purchase, ownership and disposition of our common
shares.
Taxation
of Dividends and Other Distributions on our Common Shares
Subject
to the passive foreign investment company rules discussed below, the gross amount of distributions made by us to you with respect
to the common shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income
as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated
earnings and profits (as determined under U.S. federal income tax principles). The dividends will not be eligible for the dividends-received
deduction allowed to corporations in respect of dividends received from other U.S. corporations.
With
respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate
applicable to qualified dividend income, provided that (1) the common shares are readily tradable on an established
securities market in the United States, or in the event we are deemed to be a PRC “resident enterprise” under the
PRC tax law, we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes
an exchange of information program, (2) we are not a passive foreign investment company (as discussed below) for either our
taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are
met. Under U.S. Internal Revenue Service authority, common shares are considered for purpose of clause (1) above to be readily
tradable on an established securities market in the United States if they are listed on the NASDAQ Capital Market. You are urged
to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our common shares,
including the effects of any change in law after the date of this annual report.
Dividends
will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend
income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit
limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of
tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect
to specific classes of income. For this purpose, dividends distributed by us with respect to our common shares will constitute
“passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”
To
the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S.
federal income tax principles), it will be treated first as a tax-free return of your tax basis in your common shares, and to
the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to
calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution
will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital
gain under the rules described above.
Taxation
of Dispositions of Common Shares
Subject
to the passive foreign investment company rules discussed below, you will recognize taxable gain or loss on any sale, exchange
or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and
your tax basis (in U.S. dollars) in the common shares. The gain or loss will generally be capital gain or loss. Capital gains
are generally subject to United States federal income tax at the same rate as ordinary income, except that non-corporate U.S.
Holders who have held common shares for more than one year may be eligible for reduced rates of taxation. The deductibility of
capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States
source income or loss for foreign tax credit limitation purposes.
Passive
Foreign Investment Company
Based
on our current operations and the composition of our income and assets, we are not a passive foreign investment company, or PFIC,
for U.S. federal income tax purposes for our current taxable year ending December 31, 2016. Our actual PFIC status for the
current taxable years ending December 31, 2017 will not be determinable until after the close of such taxable years and,
accordingly, there is no guarantee that we will not be a PFIC for the current taxable year. PFIC status is a factual determination
for each taxable year which cannot be made until the close of the taxable year. A non-U.S. corporation is considered a PFIC for
any taxable year if either:
|
●
|
at
least 75% of its gross income is passive income; or
|
|
●
|
at
least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is
attributable to assets that produce or are held for the production of passive income (the “asset test”).
|
We
will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other
corporation in which we own, directly or indirectly, at least 25% (by value) of the stock.
We
must make a separate determination each year as to whether we are a PFIC. As a result, our PFIC status may change. In particular,
because the value of our assets for purposes of the asset test will generally be determined based on the market price of
our common shares, our PFIC status will depend in large part on the market price of our common shares. Accordingly, fluctuations
in the market price of the common shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject
to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend
the cash we raised in our initial public offering. If we are a PFIC for any year during which you hold common shares, we will
continue to be treated as a PFIC for all succeeding years during which you hold common shares. However, if we cease to be a PFIC,
you may avoid some of the adverse effects of the PFIC regime by making a “deemed sale” election with respect to the
common shares.
If
we are a PFIC for any taxable year during which you hold common shares, you will be subject to special tax rules with respect
to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including
a pledge) of the common shares, unless you make a “mark-to-market” election as discussed below. Distributions you
receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the
three preceding taxable years or your holding period for the common shares will be treated as an excess distribution. Under these
special tax rules:
|
●
|
the
excess distribution or gain will be allocated ratably over your holding period for the common shares;
|
|
●
|
the
amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a PFIC,
will be treated as ordinary income, and
|
|
●
|
the
amount allocated to each other year will be subject to the highest tax rate in effect for that year and the interest charge
generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.
|
The
tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset
by any net operating losses for such years, and gains (but not losses) realized on the sale or other disposition of the common
shares cannot be treated as capital, even if you hold the common shares as capital assets.
A
U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election for such stock to
elect out of the tax treatment discussed above. If you make a mark-to-market election for the common shares, you will include
in ordinary income each year an amount equal to the excess, if any, of the fair market value of the common shares as of the close
of your taxable year over your adjusted tax basis in such common shares. You are allowed a deduction for the excess, if any, of
the adjusted tax basis of the common shares over their fair market value as of the close of the taxable year. However, deductions
are allowable only to the extent of any net mark-to-market gains on the common shares included in your income for prior taxable
years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition
of the common shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market
loss on the common shares, as well as to any loss realized on the actual sale or disposition of the common shares, to the extent
that the amount of such loss does not exceed the net mark-to-market gains previously included for such common shares. Your tax
basis in the common shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election,
the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that
the lower applicable capital gains rate for qualified dividend income discussed above under “—Taxation of Dividends
and Other Distributions on our Common Shares” generally would not apply.
The
mark-to-market election is available only for “marketable stock”, which is stock that is traded in other than de
minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange
or other market (as defined in applicable U.S. Treasury regulations), including the NASDAQ Capital Market. If the common shares
are regularly traded on the NASDAQ Capital Market and if you are a holder of common shares, the mark-to-market election would
be available to you were we to be or become a PFIC.
Alternatively,
a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election with respect to such PFIC to elect
out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC
will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings
and profits for the taxable year. However, the qualified electing fund election is available only if such PFIC provides such U.S.
Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We
do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election.
If you hold common shares in any year in which we are a PFIC, you will generally be required to file U.S. Internal Revenue Service
Form 8621 to report your ownership of our common shares as well as distributions received on the common shares, any gain realized
on the disposition of the common shares, any PFIC elections you would like to make in regard to the common shares, and any information
required to be reported pursuant to such an election.
You
are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our common shares and
the elections discussed above.
Information
Reporting and Backup Withholding
Dividend
payments with respect to our common shares and proceeds from the sale, exchange or redemption of our common shares may be subject
to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding at a current rate of 28%. Backup
withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other
required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders
who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form
W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup
withholding rules.
Backup
withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income
tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate
claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold
taxes for individual shareholders.
Under
the Hiring Incentives to Restore Employment Act of 2010, certain United States Holders are required to report information relating
to common shares, subject to certain exceptions (including an exception for shares held in accounts maintained by certain financial
institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with
their tax return for each year in which they hold shares. U.S. Holders are urged to consult their own tax advisors regarding the
application of the U.S. information reporting and backup withholding rules.
A
Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification
of its foreign status to the payor, under penalties of perjury, on the applicable IRS Form W-8BEN.
|
F.
|
Dividends
and Paying Agents.
|
Not
applicable for annual reports on Form 20-F.
Not
applicable for annual reports on Form 20-F.
We
are subject to the information requirements of the Exchange Act. In accordance with these requirements, the company files reports
and other information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100
F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that contains reports and other
information regarding registrants that file electronically with the SEC. In accordance with NASDAQ Stock Market Rule 5250(d),
we will post this annual report on Form 20-F on our website at www.ccrc.com. In addition, we will provide hard copies of
our annual report free of charge to shareholders upon request.
|
I.
|
Subsidiary
Information.
|
Not
Applicable.
Item
11. Quantitative and Qualitative Disclosures About Market Risk
Interest
Rate Risk
Our main interest rate exposure relates
to bank borrowings. We manage our interest rate exposure with a focus on reducing our overall cost of debt and exposure to changes
in interest rates. In the year 2019, we had $1.13 million in weighted average outstanding bank loans, with a weighted average
effective interest rate of 4.80%. In 2018, we had $3.74 million in weighted average outstanding bank loans, with weighted
average effective interest rate of 5.22%.
As of December 31, 2019, if interest rates
increased/decreased by 1%, with all other variables having remained constant, and assuming the amount of bank borrowings outstanding
at the end of the year was outstanding for the entire year, profit attributable to equity owners of our company would have been
RMB2,323,288 ($333,500) lower/higher, respectively, mainly as a result of higher/lower interest income from our cash and cash
equivalents and loan receivables.
As of December 31, 2018, if interest rates
increased/decreased by 1%, with all other variables having remained constant, and assuming the amount of bank borrowings outstanding
at the end of the year was outstanding for the entire year, profit attributable to equity owners of our company would have been
RMB 2,571,084 ($373,900) lower/higher, respectively, mainly as a result of higher/lower interest income from our cash and cash
equivalents and loan receivables.
Foreign
Exchange Risk
Our functional currency is the RMB, and
our financial statements are presented in U.S. dollar. The RMB depreciated against the U.S. dollar by 4.42% in 2019 and depreciated
against the U.S. dollar by 5.69% in 2018. The change in the value of RMB relative to the U.S. dollar may affect our financial results
reported in the U.S. dollar terms without giving effect to any underlying change in our business or results of operation.
Currently, our assets, liabilities, revenues
and costs are denominated in RMB and in U.S. dollars. Our exposure to foreign exchange risk will primarily relate to those financial
assets denominated in U.S. dollars. Any significant revaluation of RMB against U.S. dollar may materially affect our earnings
and financial position, and the value of, and any dividends payable on, our common shares in U.S. dollars in the future.
Commodity
Risk
We
are not exposed to commodity price risk.
Item
12. Description of Securities Other Than Equity Securities
With
the exception if Items 12.D.3 and 12.D.4, this Item 12 is not applicable for annual reports on Form 20-F. As to Items 12.D.3 and
12.D.4, this Item 12 is not applicable, as the company does not have any American Depository Shares.
(1) VIE effectively controlled by WFOE
through a series of contractual agreements
As of December 31, 2019 and 2018, the assets and liabilities
in the Company’s balance sheets relate to CCRC, CBPO, and WOFE are as follows:
As of December 31, 2019 and 2018, the carrying amount and classification
of the assets and liabilities in the Company’s balance sheets that relate to the Company’s VIE and VIE’s subsidiaries
is as follows:
The accompanying audited financial statements have been prepared
in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
The consolidated financial statements include the accounts
of the Company and Taiying, which is a variable interest entity with the Company as the primary beneficiary. In accordance with
U.S. GAAP regarding “Consolidation of Variable Interest Entities (“VIE”)”, the Company identifies entities
for which control is achieved through means other than through voting rights, and determines when and which business enterprise,
if any, should consolidate the VIE.
The Company evaluated its participating interest in Taiying
and concluded it is the primary beneficiary of Taiying, a VIE. The Company consolidated Taiying and all significant intercompany
transactions and balances have been eliminated.
Noncontrolling interest on the consolidated balance sheets
is resulted from the consolidation of HTCC, a 51% owned subsidiary starting from January 31, 2017. The portion of the income or
loss applicable to the noncontrolling interest in subsidiary is reflected in the consolidated statements of income and comprehensive
income.
The accompanying consolidated financial statements are presented
in United States dollar (“$”), which is the reporting currency of the Company. The functional currency of China Customer
Relations Centers, Inc. and CBPO is United States dollar. The functional currency of the Company’s subsidiary and VIEs located
in the PRC is Renminbi (“RMB”). For the subsidiaries whose functional currencies are RMB, results of operations and
cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange
rate at the end of the period, and equity is translated at historical exchange rates. The resulting translation adjustments are
included in determining other comprehensive income. Transaction gains and losses are reflected in the consolidated statements
of income and comprehensive income. For the years ended December 31, 2019, 2018 and 2017, the Company had gain (loss) of $77,348,
$231,928 and ($283,343), respectively, resulted from foreign currency transactions, which was included in other income (other
expense) in the consolidated statements of income and comprehensive income.
The preparation of financial statements in conformity with
U.S. GAAP requires management to make estimates and judgments that affect the reported amounts of assets and liabilities, disclosure
of contingent assets and liabilities on the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. 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
by management include, among others, useful lives and impairment of long-lived assets, impairment of equity investments, allowance
for doubtful accounts, income taxes including the valuation allowance for deferred tax assets, estimated amounts of variable consideration
in the Company’s revenue recognition, and estimate on the execution of right of renewal and termination of lease arrangements.
While the Company believes that the estimates and assumptions used in the preparation of the 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 financial statements in the period they are determined to be necessary.
Cash and cash equivalents include cash on hand and cash in
time deposits, certificates of deposit and all highly liquid instruments with original maturities of three months or less.
Accounts receivable consists principally of amounts due from
trade customers. Credit is extended based on an evaluation of the customer’s financial condition and collateral is not generally
required. Certain credit sales are made to industries that are subject to cyclical economic changes.
The Company maintains allowances for doubtful accounts for
estimated losses resulting from the inability of its clients to make required payments or to cover potential credit losses. Estimates
are based on historical collection experience, current trends, credit policy and relationship between accounts receivable and
revenues. In determining these estimates, the Company examines historical write-offs of its receivables and reviews each client’s
account to identify any specific customer collection issues.
The Company’s long-lived assets are reviewed for impairment
whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Recoverability
of an asset to be held and used is measured by a comparison of the carrying amount of the asset to the future undiscounted cash
flows expected to be generated by the asset. If such asset is considered to be impaired, the impairment to be recognized is measured
by the amount by which the carrying amount of the asset exceeds its fair value. Impairment evaluations involve management’s
estimates on asset useful lives and future cash flows. Actual useful lives and cash flows could be different from those estimated
by management which could have a material effect on our reporting results and financial position. Fair value is determined through
various valuation techniques including discounted cash flow models, quoted market values and third-party independent appraisals,
as considered necessary.
Property and equipment are recorded at cost less accumulated
depreciation and include expenditures for additions and major improvements. Significant improvements and betterments are capitalized
where it is probable that the expenditure resulted in an increase in the future economic benefits expected to be obtained from
the use of the asset beyond its originally assessed standard of performance. Routine repairs and maintenance are expensed when
incurred. The Company disposes property and equipment once the Company determines the possibility of receiving future benefit
from such property or equipment is remote. Substantially all of the property and equipment are abandoned when disposed. Gains
and losses on disposal are included in selling, general and administrative expenses in the consolidated statements of income and
comprehensive income based on the net disposal proceeds less the carrying amount of the assets.
Certain call center decoration projects were still under construction
as of December 31, 2019 and 2018, and the costs of construction were reported as construction in progress. No provision for depreciation
is made on the assets under construction until such time as the relevant assets are completed and ready for their intended use.
Depreciation is computed using the straight-line method over
the estimated useful lives of the assets.
For certain of the Company’s financial instruments, including
cash and cash equivalents, accounts receivable, net, prepayments, income taxes recoverable, other current assets, accounts payable,
accrued liabilities and other payables, deferred revenue, wages payable, income taxes payable, current portion of operating lease
liability, and short term loans, the carrying amounts approximate their fair values due to the short maturities.
On January 1, 2019, the Company adopted Accounting Standards
Update (ASU) 2016-02, Leases (together with all amendments subsequently issued thereto, “ASC Topic 842”), using the
modified retrospective method. The Company elected the transition method which allows entities to initially apply the requirements
by recognizing a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. As a result
of electing this transition method, previously reported financial information has not been restated to reflect the application
of the new standard to the comparative periods presented. The Company elected the package of practical expedients permitted under
the transition guidance within ASC Topic 842, which among other things, allows the Company to carry forward certain historical
conclusions reached under ASC Topic 840 regarding lease identification, classification, and the accounting treatment of initial
direct costs. The Company elected not to record assets and liabilities on its consolidated balance sheet for new or existing lease
arrangements with terms of 12 months or less. The Company recognizes lease expenses for such leases on a straight-line basis over
the lease term. In addition, the Company elected the land easement transition practical expedient and did not reassess whether
an existing or expired land easement is a lease or contains a lease if it has not historically been accounted for as a lease.
The initial lease liability is equal to the future fixed minimum
lease payments discounted using the Company’s incremental borrowing rate, on a secured basis. The lease term includes option
renewal periods and early termination payments when it is reasonably certain that the Company will exercise those rights. The
initial measurement of the ROU asset is equal to the initial lease liability plus any initial direct costs and prepayments, less
any lease incentives.
The primary impact of applying ASC Topic 842 is the initial
recognition of approximately $7.9 million of operating lease liabilities, approximately $324,000 of which was associated with a
related party lease, and approximately $8.1 million of corresponding right-of-use assets, approximately $327,000 of which was associated
with a related party lease, on the Company’s consolidated balance sheet as of January 1, 2019, for leases classified as operating
leases under ASC Topic 840, as well as enhanced disclosure of the Company’s leasing arrangements. There is no cumulative
effect to retained earnings or other components of equity recognized as of January 1, 2019 and the adoption of this standard did
not impact the consolidated statement of income and comprehensive income or consolidated statement of cash flows of the Company.
The Company does not have finance lease arrangements as of December 31, 2019. See Note 14 for further discussion.
Payments made under operating leases are charged to the consolidated
statements of income and comprehensive income on a straight-line basis over the lease period.
Basic earnings per common share is computed by dividing net
earnings attributable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted
earnings per share is computed by dividing net income attributable to common shareholders by the sum of the weighted average number
of common stock outstanding and dilutive potential common stock during the period.
The Company operates call centers and generates revenues primarily
by providing BPO services, which focus on complex, voice-based and online-based segment of customer care services.
Under ASC 606, revenue is recognized when control of the promised
services is transferred to the Company’s customers, in an amount that reflects the consideration that the Company expects
to be entitled to in exchange for those services, net of value-added tax. The Company determines revenue recognition through the
following steps:
The Company provides BPO service, such as i) inbound call service,
which includes directory assistance, mobile phone service plan, billing questions, hotline consultation, complaints, customer
feedbacks and customer relationship management, and ii) outbound call service, which includes products selling, marketing surveys,
new products informing, plans expiration and bills overdue notification, etc., for its customers.
The Company makes arrangement and provides service to its customer
pursuant to a master agreement that specifies service content and the price of an individual performance of each service, generally
on monthly basis. The BPO inbound and outbound service fees are based on either a per minute, per hour, per transaction or per
call basis. For outbound call service, certain business successful rate was obtained. The fee is determined on a per call basis
where the Company receives a basic standard fee for each call plus an extra fee for such things as successfully selling a product
or completing a survey.
The nature of the Company’s contracts with customers
gives rise to certain types of variable consideration. Certain client programs provide for adjustments to monthly billings based
upon whether the Company achieves, exceeds or fails certain performance criteria. Adjustments to monthly billings consist of contractual
bonuses/penalties, holdbacks and other performance based contingencies. The Company includes estimated amounts of variable consideration
in the transaction price to the extent that it is probable there will not be a significant reversal of revenue. Estimates are
based on historical or anticipated performance and represent the Company’s best judgment at the time.
Revenues are recognized as the performance obligations are
satisfied over time over the service period as the service is rendered.
The Company’s chief operating decision maker reviews
results analyzed by customers and the analysis is only presented at the revenue level with no allocation of direct or indirect
costs. The Company determines that it has only one operating segment. Consequently, the Company does not disaggregate revenue
recognized from contracts with customers.
Contract liabilities represented receipt in advance from customers.
As of December 31, 2019, receipt in advance from customers was $456,331. As of December 31, 2018, receipt in advance from customers
was $361,636, of which $361,636 was recognized as revenue during the year ended December 31, 2019. Receipt in advance from customers
is included in deferred revenue in the consolidated balance sheets. The Company does not have any contract assets.
Government grants include cash subsidies as well as other subsidies
received from various government agencies by the subsidiaries of the Company. Such subsidies are generally provided as incentives
from the local government to encourage the expansion of local business. The government grant is recognized in the consolidated
statements of income and comprehensive income when the relevant performance criteria specified in the grant are met, for instance,
locating contact centers in their jurisdictions or helping local employment needs. Grants applicable to purchase of property and
equipment are credited to deferred revenue upon receipt and are amortized over the life of depreciable assets.
Research and development expenses consist primarily of wage
expense incurred to personnel to continuously upgrade the Company’s existing software products. For the years ended December
31, 2019, 2018, and 2017, research and development expenses of $3,994,464, $4,069,794 and $3,551,629 were included in selling,
general and administrative expenses in the consolidated statements of income and comprehensive income.
The Company accounts for income taxes under the provision of
FASB ASC 740-10, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences
of events that have been included in the financial statements or tax returns. Under this method, deferred income taxes are recognized
for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting
amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences
are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to
the amount expected to be realized.
Financial instruments that potentially subject the Company
to concentrations of credit risk are cash and accounts receivable arising from its normal business activities. The Company places
its cash in what it believes to be credit-worthy financial institutions. The Company routinely assesses the financial strength
of the customer and, based upon factors surrounding the credit risk, establishes an allowance, if required, for uncollectible
accounts and, as a consequence, believes that its accounts receivable credit risk exposure beyond such allowance is limited.
A related party is generally defined as (i) any person that
holds 10% or more of the Company’s securities and their immediate families, (ii) the Company’s management, (iii) someone
that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly
influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction
when there is a transfer of resources or obligations between related parties. The Company conducts business with its related parties
in the ordinary course of business. Related parties may be individuals or corporate entities.
Transactions involving related parties cannot be presumed to
be carried out on an arm’s-length basis, as the requisite conditions of competitive, free market dealings may not exist.
Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated
on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated.
It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature.
The Company’s equity investments consist of investments
in equity securities of privately held companies without readily determinable fair value, where the Company’s level of ownership
is such that it cannot exercise significant influence over the investees. Investments are initially recorded at the amount of
the Company’s initial investment and adjusted for declines in fair value that are considered other than temporary.
Subsequent to the Company’s adoption of ASC 321 on January
1, 2018, the Company elected to record these investments at cost, less impairment, and plus or minus subsequent adjustments for
observable price changes. The Company makes a qualitative assessment of whether the investments is impaired at each reporting
date. If a qualitative assessment indicates that an investment is impaired, the Company estimates the investment’s fair
value in accordance with ASC 820. If the fair value is less than the investment’s carrying value, the Company has to recognize
an impairment loss in net income equal to the difference between the carrying value and fair value.
The Company uses the “management approach” in determining
reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s
chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s
reportable segments. The Company’s chief operating decision maker has been identified as the chief executive officer of
the Company who reviews financial information of separate operating segments based on U.S. GAAP. The chief operating decision
maker now reviews results analyzed by customer. This analysis is only presented at the revenue level with no allocation of direct
or indirect costs. Consequently, the Company has determined that it has only one operating segment.
In December 2019, the FASB issued
ASU 2019-12 - Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This ASU provides an exception to the general
methodology for calculating income taxes in an interim period when a year-to-date loss exceeds the anticipated loss for the year.
This update also (1) requires an entity to recognize a franchise tax (or similar tax) that is partially based on income as
an income-based tax and account for any incremental amount incurred as a non-income-based tax, (2) requires an entity to
evaluate when a step-up in the tax basis of goodwill should be considered part of the business combination in which goodwill was
originally recognized for accounting purposes and when it should be considered a separate transaction, and (3) requires that
an entity reflect the effect of an enacted change in tax laws or rates in the annual effective tax rate computation in the interim
period that includes the enactment date. The standard is effective for the Company for fiscal years beginning after December 15,
2020, with early adoption permitted. The Company is currently in the process of evaluating the impact of the adoption on its consoliated financial statements.
Beijing Jiate Information Technology Co., Ltd. (“Jiate”)
holds 49% of the equity interest in HTCC effective January 31, 2017 pursuant to an investment agreement entered into
in July 2016 between HTCC, its parent company Taiying and Jiate.
On May 6, 2019 and April 10, 2018, HTCC declared a
dividend of RMB 3 million and RMB 5 million to Taiying and HTCC, respectively. The dividend was allocated based on the equity
interest percentage as of the date of declaration. As a result, $213,722 and $355,232 was distributed to Jiate on May 6, 2019
and December 14, 2018, respectively.
The Company presents its investments in Beijing Ling Ban Future
Technology Co., Ltd. (“Ling Ban”), Beijing Ling Ban Intelligence Online Services Co., Ltd. (“Ling Ban Online”)
and Tai’an Taiying Wealth and Equity Investment and Management Co., Ltd. (“TWIC”) as equity investments.
During the year ended December 31, 2019, the Company conducted
various transactions with Ling Ban Online. As of December 31, 2019, service performed but uncollected in the amount of
approximately $109,000 from Ling Ban Online was included in accounts receivable, net.
On January 15, 2020, the Company and Ling Ban Online entered into
a loan agreement, where the Company agreed to lend approximately $430,000 to Ling Ban Online. The loan matures on June 15, 2020,
bears an interest of 6.5% per annum, and is guaranteed by the CEO of Ling Ban and Ling Ban Online and pledged by a portion of
Ling Ban Online’s equity interest, worth approximately $1.29 million on the date of the agreement.
The Company makes a qualitative assessment of whether the
investments are impaired at each reporting date. No impairment loss was identified during the years ended December 31, 2019,
2018 and 2017.
The following table entails the carrying value and change
of the Company’s investments in Ling Ban, Ling Ban Online and TWIC made in the years ended December 31, 2019, 2018 and
2017.
Other current assets mainly consist of other receivables and deposits.
Other receivables principally include advances to employees for business travel or business development purposes, deferred VAT
deductions and other miscellaneous receivables such as utility fees, social insurances, and personal income tax paid in advance
on behalf of employees. Deposits include guarantee deposits, rent deposits, and security deposits for bidding on customer projects.
As of December 31, 2019 and 2018, other current assets consist of the following:
Depreciation expenses for the years ended December 31, 2019, 2018
and 2017 were $3,404,912, $2,635,242, and $1,852,152, respectively.
For the years ended December 31, 2019, 2018 and 2017, the Company
acquired property and equipment on credit in the amount of $24,512, $88,112 and $267,856, among which $0, $0 and $15,539 were acquired
through a related party, respectively.
Accrued liabilities and other payables mainly consist of bonus
payables, VAT and other taxes payables, and other accrued liabilities. Other accrued liabilities principally include accrued network
rental expense in the telecommunication industry, unpaid travel expense, accrued professional service expense, and accrued employee
welfares and benefits.
For the purpose of presentation in the consolidated balance
sheets, certain deferred income tax assets and liabilities have been offset. The following is the analysis of the deferred income
tax balances for financial reporting purpose:
On January 18, 2018, the Company borrowed a one-year loan of approximately
$3,890,000 from BOC, bears an annual interest rate of 5.22%. The loan was repaid on January 17, 2019.
On March 19, 2019, the Company borrowed a one-year loan of approximately
$3,730,000 from BOC, which had an effective annual interest rate of 4.79%. The loan was repaid on March 17, 2020.
All loans borrowed from BOC are guaranteed by Gary Wang, David
Wang, Guoan Xu, and their family spouses.
On July 2, 2019, the Company obtained a LOC from CMB, pursuant
to which the Company is able to obtain revolving loans and issue letters of credit, which, upon borrowing, reduces the amount
available for other extensions of credit. Accordingly, the total amount outstanding under the letters of credit and indebtedness
incurred under the LOC cannot exceed RMB100 million (approximately $14 million). The interest rate and purpose of each borrowing
under the LOC are approved by CMB separately. CMB has the right to perform annual evaluations of the Company’s business
and financial performance, and the total line of credit available under the LOC may be adjusted based on the result of such evaluations.
The LOC terminates on July 1, 2020 and is guaranteed by Gary Wang, the Chief Executive Officer of the Company.
During the year ended December 31, 2019, the
Company borrowed approximately $730,000 under the LOC at an effective annual interest rate of 4.35%. The
borrowing matures on January 18, 2020.
The interest expenses for the years ended December 31, 2019,
2018 and 2017 were $190,808, $404,958 and $1,609, respectively.
BSEI leased certain office space at Zaozhuang Software and
Service Industrial Park with a total area of 18,000 square meters, of which 6,500 square meters were subleased to ZSEC at a
price of RMB0.5 per square meter per day, from July 1, 2018 to January 1, 2021. Lease expense incurred associated with the
BSEI lease for the years ended December 31, 2019 and 2018 was approximately $164,000 and $88,000, respectively. The Company
does not have any outstanding balance owed to BSEI as of December 31, 2019 and 2018.
The Company had certain notes receivable from Shiye in relation
to a loan made in 2013. During the year ended December 31, 2018, the Company reserved an allowance for all the outstanding balance
from Shiye as the Company does not expect to collect from Shiye within a reasonable period of time.
The Company had one customer for the year ended December 31, 2019
that contributed 10% or more of total net revenues and one customer for the year ended December 31, 2019 that contributed 10% or
more of total net accounts receivable.
The Company had two customers for the year ended December 31,
2018 that contributed 10% or more of total net revenues. The account receivable balance due from each of these two customers also
accounted for 10% or more of accounts receivable as of December 31, 2018.
The Company had one customer including its provincial subsidiaries
for the year ended December 31, 2017 that contributed 10% or more of total net revenues. The account receivable balance due from
this customer also accounted for 10% or more of accounts receivable as of December 31, 2017.
The loss of one or more of its significant customers could
have a material adverse effect on the Company’s business, operating results, or financial condition. The Company does not
require collateral from its customers. To limit the Company’s credit risk, management performs periodic credit evaluations
of its customers and maintains allowances for uncollectible accounts. Although the Company’s accounts receivable could increase
dramatically as the Company grows its sales, management does not believe significant credit risk exists as of December 31, 2019
and 2018.
Under the current laws of BVI, China Customer Relations Centers,
Inc. is not subject to tax on income or capital gain. In addition, payments of dividends by the Company to their shareholders
are not subject to withholding tax in the BVI.
The Company’s subsidiary, CBPO, is incorporated in Hong
Kong and has no operating profit or tax liabilities during the period. CBPO is subject to tax at 16.5% on the assessable profits
arising in or derived from Hong Kong.
The Company’s subsidiary, VIE and VIE’s subsidiaries
registered in the PRC are subject to PRC Enterprise Income Tax (“EIT”) on the taxable income in accordance with the
relevant PRC income tax laws. On March 16, 2007, the National People’s Congress enacted a new enterprise income tax law,
which took effect on January 1, 2008. The law applies a uniform 25% enterprise income tax rate to both foreign invested enterprises
and domestic enterprises. According to the tax law, entities that qualify as high and new technology enterprises (“HNTE”)
supported by the PRC government are allowed a 15% preferential tax rate instead of the uniform tax rate of 25%. The qualification
of HNTE will be renewed after evaluation by relevant government authorities every three years.
On April 6, 2012, State Administration of Taxation circulated
the Announcement on Enterprise Income Tax Regarding Further Implementing the Western China Development Strategy (the “Announcement”),
effective retroactively on January 1, 2011, pursuant to which a qualified enterprise will be granted for a preferential tax rate
of 15%.
For the years ended December 31, 2019, 2018 and 2017, the following
subsidiaries were entitled to a 15% preferential tax rate pursuant to being either a HNTE or a qualified enterprise as indicated
in the Announcement:
The reconciliations of the PRC statutory income tax rate and
the Company’s effective income tax rate are as follows:
The tax authority of the PRC Government conducts periodic and
ad hoc tax filing reviews on business enterprises operating in the PRC after those enterprises complete their relevant tax filings.
Therefore, the Company’s PRC entities’ tax filings results are subject to change. It is therefore uncertain as to
whether the PRC tax authority may take different views about the Company’s PRC entities’ tax filings, which may lead
to additional tax liabilities.
ASC 740 requires recognition and measurement of uncertain income
tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions
and concluded that no provision for uncertainty in income taxes was necessary as of December 31, 2019 and 2018.
The Company occupies most of its facilities under operating leases.
The Company entered into various operating lease agreements for offices and certain of its staff dormitories. The remaining lease
term of the Company’s leases ranges from approximately 0.1 to 5 years. The estimated effect of lease renewal and termination
options, as applicable, was included in the consolidated financial statements in current period.
The following table summarizes the maturity of our operating
lease liabilities as of December 31, 2019:
The Company issued an approximately $140,000 letter of credit under
the LOC obtained from CMB to Bank of Communication (“BOCM”) pursuant to a performance guarantee made in connection
with a revenue project arranged between the Company and BOCM, in which the Company agreed to provide BPO service to BOCM. Upon
the occurrence of a default or nonperformance event, BOCM has the ability to seek damage through the letter of credit, under which
circumstance, the Company is obligated to make repayment to CMB plus certain charges including interest. Estimate of such charges
cannot currently be made.
According to the Company Law in the PRC, companies are required
to set aside 10% of their after-tax profit to general reserves each year, based on the PRC accounting standards, until the cumulative
total of such reserves reaches 50% of the registered capital. These general reserves are not distributable as cash dividends to
equity owners. The Company had appropriated $5,818,330 and $3,916,149 to statutory reserves as of December 31, 2019 and 2018,
respectively.
On March 29, 2019, the Company increased the registered
capital of Taiying using funds from its retained earnings. As a result, $3,871,871 of retained earnings was transferred to
additional paid-in capital during the year ended December 31, 2019.
On March 19, 2020, the Company borrowed a one-year loan in the amount
of RMB 25 million from Bank of China, which bears an effective annual interest rate of 4.57% per annum. The loan is guaranteed
by Gary Wang, David Wang, Guoan Xu, and their family spouses.
On January 20, 2020, the Company borrowed a revolving loan from
its LOC of RMB 5 million at an interest rate of LPR plus 0.2%.
The outbreak of the COVID-19 pandemic in China starting from
the beginning of 2020 has posed limitations to the Company’s normal operating routine. The Company followed the restrictive
measures implemented in China, by suspending onsite operation and having employees work remotely until late March 2020, when the
Company started to gradually resume normal operation. Consequently, the COVID-19 pandemic may adversely affect the Company’s
business operations, financial condition and operating results for 2020, including but not limited to material negative impact
to the Company’s total revenues, slower collection of accounts receivables and significant impairment to the Company’s
equity investments. Due to the high uncertainty of the evolving situation, the Company has limited visibility on the full impact
brought upon by the COVID-19 pandemic and the related financial impact cannot be estimated at this time.