UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of May 2022
Commission File Number: 001-34661
Newegg Commerce, Inc.
(Translation of registrant’s name in English)
17560 Rowland Street, City of Industry, CA
91748
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual
reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒
Form 40-F ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(1): ☐
Indicate by check mark if the registrant is submitting the Form 6-K
in paper as permitted by Regulation S-T Rule 101(b)(7): ☐
On May 9, 2022, Newegg Commerce, Inc.’s (the “Company”)
majority controlling stockholder, Hangzhou Liaison Interactive Information Technology Co., Ltd. (“Hangzhou Lianluo”), published
its amended annual report for the year ended December 31, 2021. The report contains information about the Company that you can read about
here:
http://www.szse.cn/disclosure/listed/bulletinDetail/index.html?b5ed9145-e0e5-46cf-a559-ac54f0884ea8
Also on May 9, 2022, Hangzhou Lianluo published Announcement on
Amendment to the 2021 Annual Report. That announcement contains information about the Company that you can read about here:
http://www.szse.cn/disclosure/listed/bulletinDetail/index.html?311249f9-c433-4686-a936-64d0c9082ee0
An English translation of the portions of the financial information
within the amended annual report that relate directly to the Company is contained below:
Page 4
Item |
Refers to |
Content |
Newegg/NEGG |
Refers to |
Newegg Commerce, Inc. (NASDAQ: NEGG), a NASDAQ-listed company, a holding subsidiary of Hangzhou Lianluo |
Page 10
2) Competitive Landscape of
the North American IT/CE E-Commerce Market
The IT/CE retail e-commerce marketplace in North
America is dominated by a handful of companies, including but not limited to: Amazon, Best Buy, Wal-Mart, eBay, Newegg, Costco, AliExpress,
and Wish. Apart from these retailers, there are many other IT/CE companies such as Apple, Samsung, and Dell that have a significant portion
of their sales coming from selling direct to consumers online.
According to Frost & Sullivan’s survey
among 500 consumers in the US and Canada, Amazon leads in the e-commerce retailer selection process and is the first choice for about
63% of the consumers. Newegg comes fifth, after other key players, yet is considered by almost half of consumers. Newegg is also perceived
as a trusted retailer that evokes a positive purchasing experience. The products offered are of attractive pricing and variety.
Page 11
I. Main Business of the Company
1. Overseas Cross-border E-commerce
The company’s e-commerce platform Newegg,
headquartered in California, is a leading e-commerce company focusing on selling electronic products including computer hardware, software,
peripherals and CE products to consumers and small and medium-sized enterprises. The platform business includes direct sales and third-party
market platform business.
Direct sales: During the reporting period, the company
continued to integrate existing resources, and took advantage of its own Internet technology advantages and the first-mover advantage
built over the years of operation to continuously expand market coverage and further enhance the diversity of platform products and the
richness of content. Newegg has more than 38 million SKUs, covering more than 1,800 categories of goods that are directly sold to
more than 20 countries and regions through the platform, including North America, Latin America, Europe, the Middle East and the Asia
Pacific. At the same time, the company is actively expanding media sales by linking promotion of brands or single products through
various off-site media channels such as Newegg Studios, Google Shopping, and Instagram, in order to achieve low-cost traffic generation
and multi-channel revenue generation.
Third-party market platform business (Marketplace):
The third-party platform business does not occupy e-commerce platform funds, charges stable management fees, and helps to increase the
variety and scale of products. It is an important direction for the development of Newegg’s e-commerce platform. With its rich overseas
operation experience and the traffic advantage of more than 39.6 million registered users, Newegg provides users with comprehensive
e-commerce solutions, including value-added tools and services such as product listing, marketing channels, customer service and logistics
solutions (SBN). It assists merchants in completing a whole set of services from product launch to brand marketing, sales and after-sales.
During the reporting period, the e-commerce business
enjoyed sound operation, with breakthroughs in transaction volume and large-scale profitability. In the future, it will further strengthen
the advantages of the e-commerce ecology and better cultivate customer recognition and values.
Page 12
II. Main Business Model of the Company
Newegg Business Models:
Newegg’s primary business model is to help customers find and
purchase their desired products through its platforms. From a customer base and target audience perspective, Newegg categorize its business
model into B2C and B2B operations. Newegg strives to offer a compelling online shopping experience, reliable and timely order fulfilment
and superior customer service through Direct sales, Marketplace and NPS.
The following chart
sets forth its business models:
1. B2C Business
Our B2C business model features selling products
directly to consumers. We have maintained a B2C business since launching our e-commerce platform in 2001. As of September 30, 2021,
we had approximately 39.1 million registered B2C customers.
With a focus on selling IT/CE products, B2C business
has expanded to include an increasingly wide range of products, including small home appliances, health & fitness, home living, sports,
personal grooming, drones, auto electronics & parts, etc.
Our B2C customers consist primarily of
sophisticated IT professionals, gamers, do-it-yourself technology enthusiasts and early technology adopters who generally occupy a
well-educated, affluent, and IT trendsetting demographic with relatively high purchase frequency and strong willingness to embrace
technology trends and try new products. We believe our success is built upon our ability to cater to the preferences, tastes and
habits of this demographic. As of September 30, 2021, through our three major platforms, namely Newegg.com,
Newegg.ca and Newegg Global, we served customers in the U.S., Canada and over 20 additional countries and regions. Our B2C
operations generated GMV of $1.7 billion and $1.6 billion for nine months ended September 30, 2021 and 2020, respectively, and $2.3
billion and $1.5 billion for the years ended December 31, 2020 and 2019, respectively.
Page 13
2. B2B Business
Although business customers have been able to shop
on our Newegg.com platform since its launch in 2001, we did not begin focusing on building our B2B operations until 2009 when we launched
NeweggBusiness.com, a dedicated B2B e-commerce platform, to tap into the burgeoning B2B opportunity. With a focus on providing office
and IT equipment, NeweggBusiness.com offers an increasingly extensive assortment, including access to account executives with expertise
in sourcing technology for business and processing industry specific requirements. Our B2B operations generated GMV of $389.7 million
and $227.2 million for the nine months ended September 30, 2021 and 2020, and $349.9 million and $409.8 million for the years ended December
31, 2020 and 2019, respectively.
Our B2B customers span across a range of verticals,
including healthcare providers, K12 and higher educational institutions, government agencies, and businesses of all sizes, and our B2B
operations have been focused on providing specialized support for their industry- and business-specific needs. As a major business development
strategy, we focus our B2B efforts on serving small office/home office, or SOHO, small- and medium-sized businesses, or SMBs, and private
and public sector markets. As of September 30, 2021, we had over 688,500 registered accounts on NeweggBusiness.com.
Currently, while we position NeweggBusiness.com
as our dedicated B2B website, a significant number of our B2B customers also shop via our account managers, or on our flagship retail
platform, Newegg.com.
III. Core Competitiveness Analysis
| 1. | A Complete E-commerce Ecosystem |
Newegg is dedicated to connecting customers to a
broad and growing collection of technology products and a vast amount of brands, sellers, suppliers, manufacturers, distributors and third-party
service providers. Newegg developed a technology-centric e-commerce ecosystem in 2001, enabling all participants to discover, engage in
and transact with each other. At the nexus of this e-commerce ecosystem, Newegg assumes the responsibility of continually evolving and
delivering, and in the long run, providing a compelling value proposition for participants. Other than providing services to customers,
Newegg has access to a large number of well-curated technology products worldwide to create value for customers. In addition, Newegg’s
platform also provides a comprehensive suite of e-commerce solutions, including value-added tools and services such as listing, fulfillment,
marketing and customer services.
1.1 Strong Brand Recognition
Newegg has been in business for over 20 years and
has built a solid reputation among tech enthusiasts. Newegg has achieved unanimous recognition as one of the strongest brands in IT/CE
e-commerce. Our operation experience gives us strong brand equity and authority in this area. Many consumers consider us the best retailer
of PC parts and high-end PC systems.
1.2 Powerful Marketplace Seller Platform
Newegg’s large customer base allows the platform
to attract sellers from top customer marketplaces. These sellers offer their product assortment and competitive prices, and thus increase
the value of Newegg to customers. Marketplace sellers are responsible for contributing most of the SKUs to Newegg. In addition, Newegg
offers a Sponsored Product Advertising (SPA) program to enhance the visibility of its sellers’ partners and sales of key seller
items.
1.3 Strong Supplier Relationships
Newegg has established solid, long-term relationships
with many important brands, including Nvidia, AMD and Intel in the IT/CE field. These relationships allow Newegg to obtain lower inventory
pricing in the competition. As a trusted partner of top manufacturers, Newegg is able to meet consumer needs.
1.4 Excellent Supply Chain Management
Newegg employs high-cost, automated solutions that
provide accuracy and speed, including Bastian's OPEX Perfect Pick and Pick to Light. These warehouse automation systems enable Newegg
to achieve over 99% same-day e-commerce completion rates and inventory accuracy. Newegg’s efficient logistics enables the company
to provide logistics to its marketplace sellers and suppliers through the platform. Over time, Newegg Logistics has expanded its third-party
logistics (“3PL”) portfolio to include various services shipped by Newegg (SBN).
Page 14
1.5 Industry-leading Customer Service
Newegg’s reputation for customer service is well known, with
an industry accolade of consistent profitability. Over the past two decades in particular, the customer service provided has maintained
a good record. In recent two years, Newegg has launched a series of services in response to the needs of marketplace sellers and suppliers,
mainly including Newegg Staffing, Newegg Media Services and PC Assembly Service.
2. Channel Advantages Brought by the E-commerce
Ecosystem
The company’s well-developed e-commerce ecosystem
has brought huge channel advantages to the company’s smart hardware products. At present, a comprehensive three-dimensional sales
channel and marketing network has been established, including online plus offline, domestic plus overseas. The company’s e-commerce
platform, Newegg, based in North America and with business in more than 20 countries and regions, has a strong distribution ability
and logistics network. The company’s own platform products can be directly connected to the e-commerce platform after R&D, production
and certification are completed. They can reach more than 39.6 million registered users and form huge increments in the future.
IV. Analysis of Primary Businesses
1. Overview
2. Completed the independent overseas listing of
Newegg and started public financing. In order to promote the rapid development of the company’s cross-border e-commerce business,
revitalize the company’s equity assets, and improve the company’s resilience against risks, the company’s subsidiary,
Newegg, was listed on the Nasdaq Stock Exchange on May 20, 2021, with the new ticker symbol “NEGG”. The company’s
e-commerce sector assets will be revalued in the capital market and become stock assets with strong liquidity, which greatly improves
the company’s cashability and risk resilience and helps to solve the company’s capital strains and provide follow-up development
support. At the end of 2021, the Company launched the public financing of NEGG, and plans to raise $300 million to support
the development of Lianluo and NEGG, which is currently in progress.
Page 21
Content of Asset |
Formation |
Asset Size |
Location |
Operation Mode |
Control Measures to Ensure Asset Safety |
Earnings |
Proportion of Overseas Assets in Company’s
Net Assets |
Existence of Significant Impairment Risk |
Newegg Commerce, Inc. |
Becomes a holding subsidiary after being acquired in 2017 |
4,367,820,600 Chinese Yuan
|
The United States
|
Holding subsidiary
|
Managed as a holding subsidiary with enhanced management of operations,
finance, legal affairs and personnel, etc. |
During the reporting period, e-commerce business increased, operating
cash income increased, and revenue increased. |
69.80% |
No |
Page 23
(3) equity assets restrictions:
the equity of Sanshang Media held by the company has been pledged to Shanghai Pudong Development Bank Xiaoshan Sub-branch for liquidity
loans, Dynamic Winning Partners equity has been pledged to Industrial and Commercial Bank of China Zhejiang Branch for M&A loans,
Newegg equity has been pledged to Bank of China Zhejiang Branch for annexation loans, and Razer’s equity has been pledged to Bank
of China Zhejiang Branch for liquidity loans.
Page 25
(Unit: Chinese Yuan except Registered Capital)
Company Name | |
Company
Type | |
Main Business | |
Registered
Capital | |
Total Asset | | |
Net Asset | | |
Operating Revenue | | |
Operating Profit | | |
Net Profit | |
Newegg Commerce, Inc. | |
subsidiary | |
e-commerce platform | |
US $8,077,600 | |
| 4,367,820,600 | | |
| 1,473,288,800 | | |
| 15,340,962,000 | | |
| 170,777,900 | | |
| 204,183,000 | |
1. In 2021, the company’s overall operation made steady progress
compared with the previous year. The company continued to focus on its main business and steadily promoted the sustainable development
of its e-commerce business. The annual revenue scale and operating profit of the subsidiary Newegg are both higher than those of the
same period last year.
XI. Future Outlook of the Company
(1) Actively promoting the public
financing of Newegg
The company’s subsidiary Newegg disclosed
relevant public financing matters on November 15, 2021. The company will discuss financing plans with investment institutions including
strategic investors. At present, the process is being carried out in an orderly manner, but there is still great uncertainty
in Newegg's public financing. Investors are advised to pay attention to the risks.
Page 59
1. In order to promote the rapid development of
the company’s cross-border e-commerce business, revitalize the company’s equity assets, and improve the company’s resilience
against risks, Hangzhou Lianluo Interactive Information Technology Co., Ltd. merged its subsidiaries LLIT and Newegg for listing. After
the merger, the main body of listing is Newegg Commerce, Inc. It officially started trading on the Nasdaq stock exchange in the United
States on May 20, 2021, with the ticker symbol “NEGG”. After the completion of the merger and reorganization, the company’s
e-commerce sector assets will gain value in the capital market.
2. In order to solve the company’s bank loan
problem, improve the company’s solvency, promote the sustainable and stable development of the company’s e-commerce business,
and make necessary preparations for the follow-up work, the company’s subsidiary Newegg plans to conduct public financing in the
U.S. capital market. Newegg filed with the SEC the prospectus (FORM F-1) for this financing on November 15, 2021. The specific plans are
as follows:
(1) Newegg’s public financing is expected
to issue common shares of the company with a total value of no more than US$300,000,000, plus some over-allotment options. The issue price
will be considered based on industry conditions, management evaluation and market conditions and other factors;
(2) Part of the raised funds from the issuance
will be used to repurchase the Newegg shares held by the company, and the remaining part will be used to expand Newegg’s business.
After the completion of this public financing, Newegg will use a part of the raised funds from this issuance to repurchase the Newegg
shares held by the company based on the public issuance price (deducting taxes and underwriting fees), and the repurchase funds will be
used to repay the company’s loans from Bank of China Zhejiang Branch;
(3) Authorize the management of Newegg to submit
the prospectus (FORMF-1) and related documents to the SEC for this public financing, in order to pass the SEC review and complete the
public financing of Newegg;
(4) Authorize the management of Newegg to submit
all issuance application documents required for public financing to the NASDAQ market in the United States.
The public financing of the subsidiary Newegg will
help solve the company’s debt problem, improve the company’s solvency, and ease the company’s financial pressure; at
the same time, this financing will enhance Newegg’s reputation in the U.S. capital market, attract the participation of more investors,
and will enhance Newegg’s overall market competitiveness, make necessary preparations for follow-up work, and support its future
business development.
Page 94
There are 15 subsidiaries included in the consolidated financial statements
in this period, including:
Name of Subsidiary | |
Type of Subsidiary | |
Tier | |
Shareholding Ratio | | |
Voting Rights Ratio | |
北京数字天域科技有限责任公司 | |
全资子公司 | |
二级子公司 | |
| 100.00 | % | |
| 100.00 | % |
数字天域(香港)科技有限公司 | |
全资子公司 | |
三级子公司 | |
| 100.00 | % | |
| 100.00 | % |
上海海漾软件技术有限公司 | |
全资子公司 | |
三级子公司 | |
| 100.00 | % | |
| 100.00 | % |
CONNECT TECHNOVA INC. | |
全资子公司 | |
四级子公司 | |
| 100.00 | % | |
| 100.00 | % |
去玩有限公司 | |
全资子公司 | |
四级子公司 | |
| 100.00 | % | |
| 100.00 | % |
上海卓属信息技术有限公司 | |
全资子公司 | |
三级子公司 | |
| 100.00 | % | |
| 100.00 | % |
上海域恩信息科技有限公司 | |
全资子公司 | |
二级子公司 | |
| 100.00 | % | |
| 100.00 | % |
北京酷能量科技有限公司 | |
全资子公司 | |
二级子公司 | |
| 100.00 | % | |
| 100.00 | % |
Newegg Commerce, Inc. (consolidated) | |
holding subsidiary | |
Tier 4 subsidiary | |
| 60.5405 | % | |
| 60.5405 | % |
会找房(北京)网络技术有限公司 (合并) | |
控股子公司 | |
二级子公司 | |
| 51.33 | % | |
| 51.33 | % |
杭州联络文化发展有限公司 | |
全资子公司 | |
二级子公司 | |
| 100.00 | % | |
| 100.00 | % |
北京雷昂汽车贸易有限公司 | |
全资子公司 | |
三级子公司 | |
| 100.00 | % | |
| 100.00 | % |
杭州胜光科技有限公司 | |
控股子公司 | |
三级子公司 | |
| 85.00 | % | |
| 85.00 | % |
杭州联络互动电子商务有限公司 | |
全资子公司 | |
二级子公司 | |
| 100.00 | % | |
| 100.00 | % |
迪岸双赢集团有限公司(合并) | |
控股子公司 | |
二级子公司 | |
| 59.20 | % | |
| 59.20 | % |
Page 95
4. Functional Currency for Accounting
The company uses RMB as the Functional currency
for bookkeeping; subsidiaries-Digital Grid (Hong Kong) Technology Co., Limited., CONNECT TECHNOVA INC, Go2play Limited, Newegg Commerce,
Inc., use US dollars as the functional currency for bookkeeping.
Page 104
12. Accounts Receivable
Page 105
(1) | For the e-commerce segment (mainly Newegg Inc.),
the following combinations are used to make provision for bad debts according to the expected credit loss rate corresponding to the age
of the account: |
Accounts Receivable: Sales to Corporate Customers - Combination of
China Regions
Aging | |
Accounts Receivable Accrual Ratio | |
within 90 days | |
| 0 | % |
91-180 days | |
| 30 | % |
181-365 days | |
| 50 | % |
more than 1 year | |
| 100 | % |
Accounts Receivable: Sales to Corporate Customers - Combination of
North American and Other Business Portfolio
Aging | |
Accounts Receivable Accrual Ratio | |
within 1 year (1 year included) | |
0 | % |
more than 1 year | |
| 100 | % |
Page 106
| (1) | For the e-commerce segment (mainly Newegg Inc.), the following combinations are used to make
provision for bad debts according to the expected credit loss rate corresponding to the age of the account: |
Other Receivables: Combination of Returns Receivable from Suppliers
Aging | |
Accrual Ratio of Other Receivables | |
within 30 days | |
| 0 | % |
more than 30 days | |
| 100 | % |
Other Receivables: Receivable Supplier Rebate Portfolio
Aging | |
Accrual Ratio of Other Receivables | |
within 180 days | |
| 0 | % |
more than 180 days | |
| 100 | % |
Other Receivables: Other – Non-related Parties
Aging | |
Accrual Ratio of Other Receivables | |
within 1 year (1 year included)
| |
| 0 | % |
more than 1 year | |
| 100 | % |
Page 112
(2) Depreciation Method
The depreciation period, residual value rate and
annual depreciation rate of various fixed assets of Newegg Commerce, Inc. are as follows:
Category | |
Depreciation Period (years) | |
Residual Value Rate | | |
Yearly Depreciation | |
Houses and building
| |
20-39 years | |
| 0.00 | % | |
| 3%-5% | |
Machinery and equipment | |
3-7 years | |
| 0.00 | % | |
| 14%-33% | |
Office equipment and other equipment | |
3-5 years | |
| 0.00 | % | |
| 20%-33% | |
Transportation vehicles | |
5-7 years | |
| 0.00 | % | |
| 14%-20% | |
Land outside mainland China | |
no depreciation | |
| | | |
| | |
Page 129
Explanation of the disclosure of taxpayers with
different corporate income tax rates
Name of
Taxpayer |
Income Tax
Rate |
Newegg Commerce, Inc. and its subsidiaries |
Local tax laws apply to its business operations. According to Caishui [2017] No. 79 “Ministry of Finance State Taxation Administration Ministry of Commence, the Ministry of Science and Technology, and the National Development and Reform Commission Notice on the Promotion of the Income Tax Policy for Service Enterprises to the Nationwide Implementation”, starting from January 1, 2017, service enterprises recognized as technology-advanced will be levied at a reduced rate of 15% corporate income tax. Certain subsidiaries of Newegg Commerce, Inc. in China are entitled to this preferential tax rate. |
Page 154
18. Goodwill
(1) Goodwill at acquisition value
Page 155
(Unit: Chinese Yuan)
| |
| | |
Current Period Addition | | |
Current Period Subtraction | | |
| |
The Name of the Investee or
Matters that Form Goodwill | |
Beginning Balance | | |
Formed through Merger | | |
Other | | |
Disposal | | |
Other | | |
Ending Balance | |
Lianluo Smart Limited (Consolidated) | |
| 53,351,538.80 | | |
| | | |
| | | |
| | | |
| 53,351,538.80 | | |
| - | |
Newegg Commerce, Inc. (Consolidated) | |
| 854,066,561.23 | | |
| | | |
| 53,351,538.80 | | |
| | | |
| | | |
| 907,418,100.03 | |
Note: Newegg Inc. completed the reverse merger with
LLIT in current year, therefore, the goodwill is combined and listed together.
(2) Goodwill Impairment
(Unit: Chinese Yuan)
| |
| | |
Current Period Addition | | |
Current Period Subtraction | | |
| |
The Name of the Investee or Matters that Form Goodwill | |
Open Balance | | |
Accrual | | |
Other | | |
Disposal | | |
Other | | |
Ending Balance | |
Lianluo Smart Limited (Consolidated) | |
| 26,996,534.52 | | |
| | | |
| | | |
| | | |
| 26,996,534.52 | | |
| - | |
Newegg Commerce, Inc. (Consolidated) | |
| 818,226,793.81 | | |
| | | |
| 26,996,534.52 | | |
| | | |
| | | |
| 845,223,328.33 | |
Page 165
Note 1: Other changes in capital reserves in the
current period are the issuance of new shares by the subsidiary holding company Newegg Commerce, Inc. (LLIT before name change). The company
had a confirmed capital reserve of 17,020,407.04 yuan according to the shareholding ratio. The subsidiary of Newegg Commerce, Inc. is
disposed of, hence a reduction in the capital reserve by 286,100.00 yuan according to the shareholding ratio. Newegg Commerce, Inc. minority
shareholders’ exercise capital reserve increased, and the company had a confirmed capital reserve of 3,043,283.94 yuan according
to the shareholding ratio. Newegg shares are paid, and the company enjoys 24,709,350.19 yuan in proportion to its shareholding. For changes
in the owner’s equity of the investee calculated by the equity method, the company’s confirmed capital reserve declined by
1,314,062.86 yuan.
Note 2: Changes in capital reserve and capital
premium for the current period: On May 19, 2021, the merger and reorganization of Lianluo Smart Limited, a holding subsidiary of the company,
and Newegg Inc. was completed and the name was changed to Newegg Commerce, Inc. After the completion of the merger and reorganization,
the company holds 60.8970 % of the equity of the listed company Newegg Commerce, Inc. (Before the reorganization, the company held
28.61% of Lianluo Smart Limited and 61.328% of Newegg Inc.) The minority shareholders exercised their rights, and the company sold part
of the equity of Newegg Commerce, Inc, with a shareholding ratio of 60.5405% at the end of December. The change in the company’s
shareholding ratio resulted in the increase of capital reserve by 417,195,855,500 yuan.
Page 179
Notes on overseas business entities
(4) Newegg Commerce, Inc. is located in the United States, and its
functional currency for accounting is the US dollar.
Page 181
Name of Subsidiary | |
Business Location | |
Registration Country | |
Nature of Business | |
Ownership % Direct | |
Ownership % Indirect | | |
Method of Formation |
Newegg Commerce,
Inc. | |
the
United States | |
the
United States | |
online retail
and logistics | |
| |
| 60.54 | % | |
acquisition |
Page 184
(2) Significant non-wholly owned subsidiaries
(Unit: Chinese Yuan)
Name of Subsidiary | |
Minority Shareholding % | | |
Profit and Loss Attributable to Minority Shareholders in the Current Period | | |
Dividends Distributed to Minority Shareholders in the Current Period | | |
Balance of Minority Shareholders’ equity at the End of the Period | |
Newegg Commerce, Inc. (Consolidated)
| |
| 39.46 | % | |
| 79,266,413.99 | | |
| | | |
| 581,352,383.02 | |
(3) Key financial information of significant non-wholly owned subsidiaries
(Unit: Chinese Yuan)
|
|
Ending Balance |
|
Beginning Balance |
|
Name
of Subsidiary |
|
Current
Assets |
|
Non-Current
Assets |
|
Total
Assets |
|
Current
Liabilities |
|
Long
Term Liabilities |
|
Total
Liabilities |
|
Current
Assets |
|
Non-Current
Assets |
|
Total
Assets |
|
Current
Liabilities |
|
Long
Term Liabilities |
|
Total
Liabilities |
|
Newegg Commerce, Inc. (Consolidated) |
|
3,025,881,155.84 |
|
1,341,939,429.02 |
|
4,367,820,584.86 |
|
2,283,555,847.00 |
|
610,975,965.79 |
|
2,894,531,812.79 |
|
3,142,174,993.25 |
|
671,345,936.22 |
|
3,813,520,929.47 |
|
2,560,835,786.00 |
|
89,513,860.59 |
|
2,650,349,646.59 |
|
Page 185
(Unit: Chinese Yuan)
|
|
Amount for this Period |
|
|
Amount in the Previous Period |
|
Name of Subsidiary |
|
Operating Revenue |
|
|
Net Profit |
|
|
Total Comprehensive Income |
|
|
Cash Flow from Operating Activities |
|
|
Operating Revenue |
|
|
Net Profit |
|
|
Total Comprehensive Income |
|
|
Cash Flow from Operating Activities |
|
Newegg Commerce, Inc. (consolidated) |
|
|
15,340,962,001.00 |
|
|
|
204,183,014.60 |
|
|
|
168,242,673.86 |
|
|
|
-234,618,092.76 |
|
|
|
14,596,846,457.00 |
|
|
|
230,320,490.60 |
|
|
|
191,447,985.17 |
|
|
|
611,814,003.18 |
|
2. Transaction where the share of the owner’s equity in subsidiaries
has changed and the owner still controls the subsidiaries
(1) Notes on changes in the share of the owner’s equity in subsidiaries
On May 19, 2021, the company’s subsidiary Lianluo Smart Limited
merged and reorganized with Newegg Inc. and changed the name to Newegg Commerce, Inc. After the completion of the merger and reorganization,
the company held 224.21 million shares of NEGG, a listed company after the reorganization, accounting for 60.8970% of its total share
capital. Later, minority shareholders exercised their warrants and the company sold part of the original Lianluo
Smart Limited shares. The shareholding ratio was 60.5405 % at the end of December, with the company still controlling
the subsidiary.
Page 206
(Unit: Chinese Yuan)
|
|
|
|
Changes in this Period |
|
|
|
|
|
Investee |
|
Opening Balance (Book Value) |
|
Additional Investment |
|
Diminished Investment |
|
Provision for Impairment |
|
Others |
|
Closing Balance (Book Value) |
|
Closing Balance of Impairment Provision |
|
Newegg Commerce, Inc. |
|
16,445,228.6 4 |
|
|
|
36,427,410.0 0 |
|
-31,917,436. 54 |
|
|
|
11,935,255.1 8 |
|
84,433,599.1 5 |
|
An English translation of the portions of that financial information
within Hangzhou Lianluo’s Announcement on Amendment to the 2021 Annual Report that relate directly to the Company is contained below:
On April 29, 2022, Hangzhou Lianluo published its 2021 Annual Report
and abstract. Hangzhou Lianluo’s holding subsidiary, Newegg Commerce, Inc. published its 2021 Annual Report on the same day in the
United States. Hangzhou Lianluo reviewed again the Company’s latest business data and information and amended its 2021 Annual Report.
Details are as follows:
1. “Section III Management Discussion and Analysis”, “II.
The company’s main business during the reporting period”, “I. The company’s main business”, “1. Overseas
cross-border e-commerce”
(Before Amendment):
Direct sales: During the reporting period, the
company continued to integrate existing resources, and took advantage of its own Internet technology advantages and the first-mover advantage
built over the years of operation to continuously expand market coverage and further enhance the diversity of platform products and the
richness of content. Newegg has more than 39 million SKUs, covering more than 2,000 categories of goods that are directly
sold to more than 80 countries and regions through the platform, including North America, Latin America, Europe, the Middle East,
Africa and the Asia Pacific. At the same time, the company is actively expanding media sales by linking promotion of brands or
single products through various off-site media channels such as Newegg Studios, Google Shopping, Slickdeals and Instagram, in
order to achieve low-cost traffic generation and multi-channel revenue generation.
Third-party market platform business (Marketplace):
The third-party platform business does not occupy e-commerce platform funds, charges stable management fees, and helps to increase the
variety and scale of products. It is an important direction for the development of Newegg’s e-commerce platform. With its rich
overseas operation experience and the traffic advantage of more than 36 million registered users, Newegg provides users with comprehensive
e-commerce solutions, including value-added tools and services such as product listing, marketing channels, customer service and logistics
solutions (SBN). It assists merchants in completing a whole set of services from product launch to brand marketing, sales and after-sales.
(Amended ):
Direct sales: During the reporting period, the
company continued to integrate existing resources, and took advantage of its own Internet technology advantages and the first-mover advantage
built over the years of operation to continuously expand market coverage and further enhance the diversity of platform products and the
richness of content. Newegg has more than 38 million SKUs, covering more than 1,800 categories of goods that are directly
sold to more than 20 countries and regions through the platform, including North America, Latin America, Europe, the Middle East
and the Asia Pacific. At the same time, the company is actively expanding media sales by linking promotion of brands or single products
through various off-site media channels such as Newegg Studios, Google Shopping, and Instagram, in order to achieve low-cost traffic
generation and multi-channel revenue generation.
Third-party market platform business (Marketplace):
The third-party platform business does not occupy e-commerce platform funds, charges stable management fees, and helps to increase the
variety and scale of products. It is an important direction for the development of Newegg’s e-commerce platform. With its rich
overseas operation experience and the traffic advantage of more than 39.6 million registered users, Newegg provides users with
comprehensive e-commerce solutions, including value-added tools and services such as product listing, marketing channels, customer service
and logistics solutions (SBN). It assists merchants in completing a whole set of services from product launch to brand marketing, sales
and after-sales.
3. “Section XI Financial Report”, “VI. Taxation”,
“1. Main Taxes and Tax Rates”
(Before Amendment):
Explanation of the disclosure of taxpayers with
different corporate income tax rates
Name of Taxpayer |
Income Tax Rate |
Newegg Commerce, Inc. and its subsidiaries |
Starting from January 1, 2017, service enterprises recognized as technology-advanced will be levied at a reduced rate of 15% corporate income tax. Certain subsidiaries of Newegg Inc. in China are entitled to this preferential tax rate. |
(Amended):
Explanation of the disclosure of taxpayers with
different corporate income tax rates
Name of Taxpayer |
Income Tax Rate |
Newegg Commerce, Inc. and its subsidiaries |
Local tax laws apply to its business operations. According to Caishui [2017] No. 79 “Ministry of Finance State Taxation Administration Ministry of Commence, the Ministry of Science and Technology, and the National Development and Reform Commission Notice on the Promotion of the Income Tax Policy for Service Enterprises to the Nationwide Implementation”, starting from January 1, 2017, service enterprises recognized as technology-advanced will be levied at a reduced rate of 15% corporate income tax. Certain subsidiaries of Newegg Commerce, Inc. in China are entitled to this preferential tax rate. |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
|
|
Newegg Commerce, Inc. |
|
|
|
May 11, 2022 |
By: |
/s/ Robert Chang |
|
|
Robert Chang |
|
|
Chief Financial Officer |
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