UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended December 31, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File number 000-28181

ORANCO, INC.

(Exact name of registrant as specified in charter)

Nevada	87-0574491
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Liberty Plaza , Suite 2310 PMB# 21, New York, NY 10006	10006
(Address of principal executive offices)	(Zip Code)

(646)7593614

(Registrant’s telephone number, including area code)

(Former name, former address, and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated filer	☒	Smaller Reporting Company	☒
		Emerging Growth Company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the last practicable date

Class	Outstanding as of February 12, 2019
Common Stock, $0.001	98,191,480

INDEX

		Page
		Number
PART I.
ITEM 1.	Financial Statements (unaudited)	1
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
ITEM 3.	Quantitative and Qualitative Disclosures About Market Risk	28
ITEM 4.	Controls and Procedures	28
PART II.
ITEM 6.	Exhibits	29
Signatures		30

i

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Our unaudited interim financial statements for the three-month period ended December 31, 2018 form part of this quarterly report. They are stated in Chinese Renminbi (RMB ¥) and are prepared in accordance with United States Generally Accepted Accounting Principles.

1

ORANCO, INC.

CONSOLIDATED FINANCIAL STATEMENTS

SIX MONTHS ENDED December 31, 2018

2

ORANCO, INC.

TABLE OF CONTENTS

	Page
Financial Statements:
Consolidated Statements of Balance Sheets	4
Consolidated Statements of Operations	5
Consolidated Statements of Shareholders’ Equity	6
Consolidated Statements of Cash Flows	7
Notes to Consolidated Financial Statements	8-22

3

ORANCO, INC.

CONSOLIDATED BALANCE SHEETS (Unaudited)

(Chinese Renminbi)

	(unaudited)
	December 31, 2018		June 30, 2018
ASSETS:
Current assets
Cash and cash equivalents		46,029,314		26,504,962
Inventories		9,667,165		7,346,549
Trade receivables		62,719,063		33,933,857
Deposits, prepayments and other receivables		20,973,792		33,249,590
Prepaid land lease		109,680		109,680
		139,499,014		101,144,638
Non-current assets
Investment in an associate		1,000,000		-
Property, plant and equipment		3,185,532		3,296,146
Prepaid land lease		4,854,580		4,909,420
		9,040,112		8,205,566
Total assets		148,539,126		109,350,204
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
Trade payables		461,178		44,636
Receipts in advance, accruals and other payables		7,375,418		5,140,025
Amount due to Director		11,760,152		96,231,368
Current tax liabilities		6,889,593		2,928,207
Bank borrowings		2,000,000		-
		28,486,341		104,344,236
Non-current liability
Amount due to director		84,781,805		-
Shareholders’ equity
Number of authorized shares with par value US$0.001		100,000,000		100,000,000
Number of issued and outstanding shares		98,191,480		98,191,480
Number of fully paid shares to be issued		321,296,000		321,296,000
Share capital		638,708		638,708
Fully paid shares to be issued		2,126,520		2,126,520
Retained earnings		32,505,752		2,240,740
Equity attributable to equity holders of the Company		35,270,980		5,005,968
Non-controlling interest		-		-
Total shareholders’ equity		35,270,980		5,005,968
Total liabilities and shareholders’ equity		148,539,126		109,350,204

The accompanying notes are an integral part of the consolidated interim financial statements. 

4

ORANCO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(Chinese Renminbi)

	(unaudited) Three months ended December 31,				(unaudited) Six months ended December 31,
	2018		2017		2018		2017
Revenue		39,420,311		35,467,221		63,382,765		57,172,844
Cost of sales		9,524,833		10,071,165		15,593,767		16,088,471
Selling and distribution expenses		1,155,958		1,118,650		2,135,597		2,327,584
Administrative expenses		1,944,379		1,385,858		4,820,971		2,916,321
		12,625,170		12,575,673		22,550,335		21,332,376
Other income		39,299		26,452		58,336		120,158
Interest and other financial charges		30,868		918,825		34,040		1,759,325
Income before income taxes		26,803,572		21,999,175		40,856,726		34,201,301
Income taxes		6,424,231		4,993,461		10,591,714		7,848,119
Net Income		20,379,341		17,005,714		30,265,012		26,353,182
Attributable to:
Equity holders of the Company		20,379,341		16,571,602		30,265,012		25,657,548
Former non-controlling interests		-		434,112		-		695,634
		20,379,341		17,005,714		30,265,012		26,353,182
Earnings per share:
Basic and diluted earnings per share		0.05		3.88		0.07		6.01

The accompanying notes are an integral part of the consolidated interim financial statements. 

5

ORANCO, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

(Chinese Renminbi)

	Share capital		Shares to be issued (Note a)		Additional paid-in capital			Retained Earnings		Attributable to the Company		Non-controlling interests		Total shareholders’ Equity
Balance at June 30, 2017		27,775		-		(27,774	)		52,253,435		52,253,436		2,882,756		55,136,192
Total comprehensive income for the year		-		-					25,657,548		25,657,548		695,634		26,353,182
Acquisition of additional interest in subsidiary
Balance at December 31, 2017		27,775		-		(27,774	)		77,910,983		77,910,984		3,578,390		81,489,374
Balance at June 30, 2018		638,708		2,126,520		-			2,240,740		5,005,968		-		5,005,968
Total comprehensive income for the year		-		-		-			30,265,012		30,265,012		-		30,265,012
Conversion of loans to common stock
Conversion of amount due to director to common stock
Shares issued for cash
Shares issued as consideration for business acquisition
Fully paid shares to be issued as consideration for business acquisition
Reverse merger
Balance at December 31, 2018		638,708		2,126,520		-			32,505,752		35,270,980		-		35,270,980

The accompanying notes are an integral part of the interim consolidated financial statements.

6

ORANCO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(Chinese Renminbi)

	(unaudited) Six months ended December 31, 2018			(unaudited) Six months ended December 31, 2017
Operating activities
Net income		30,265,012			26,353,182
Adjustments to reconcile net income to cash generated from operating activities:
Depreciation and amortization		165,454			242,018
Changes in working capital:
Inventories		(2,320,616	)		297,784
Trade receivables		(28,785,206	)		(4,526,808	)
Deposits, prepayments and other receivables		12,275,798			6,281,854
Trade payables		416,542			(118,115	)
Receipts in advance, accruals and other payables		1,385,393			374,016
Current tax liabilities		3,961,386			4,666,166
Amount due to Director		310,589			(1,581,034	)
Cash generated from operating activities		17,674,352			31,989,063
Investing activities
Acquisition of interest in an associate		(150,000	)		-
Payments for acquisition of property, plant and equipment		-			(407,687	)
Cash used in investing activities		(150,000	)		(407,687	)
Financing activities
Repayment of bank borrowings		-			(27,000,000	)
Proceeds of bank borrowings		2,000,000			-
Cash used in financing activities		2,000,000			(27,000,000	)
Increase in cash and cash equivalents		19,524,352			4,581,376
Cash and cash equivalents, beginning of the period		26,504,962			6,607,407
Cash and cash equivalents, end of the period		46,029,314			11,188,783
Supplemental disclosure of cash flows information
Cash paid during the year for interest		(34,040	)		(1,759,325	)
Cash paid during the year for income taxes		(10,609,689	)		(5,025,502	)

The accompanying notes are an integral part of the consolidated interim financial statements.

7

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

(Chinese Renminbi)

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

(a) Description of Business

The Company was incorporated under the laws of the State of Nevada on June 16, 1977. The Company has been in the business of the development of mineral deposits. During 1983 all activities were abandoned, and the Company had remained inactive until June 29, 2018 when it acquired the business of Reliant Galaxy International Limited (“Reliant”). The Company and its subsidiaries (the “Group”) are principally engaged in the trading of spirits in the People’s Republic of China (the “PRC”).

As disclosed in the Form 8-K filed with the Securities and Exchange Commission on October 19, 2018, the Company entered into a business agreement with Guangzhou Silicon Technology Co., Ltd. on August 20, 2018 to have Guangzhou Silicon Technology Co., Ltd. develop an anti-counterfeiting laser recognition proprietary system using blockchain technology.

Details of the subsidiaries are set out in note 20 to the consolidated financial statements.

(b) The basis of consolidation and presentation

The Consolidated Financial Statements include the Financial Statements of Oranco, Inc. and the Financial Statements of its wholly-owned subsidiaries.

Subsidiaries are all entities over which the Group has control. The Group controls an entity when the Group is exposed to or has rights to variable returns from its involvement with the investee and has the ability to affect those returns through its power over the investee. Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated from the date that control ceases.

The accompanying financial statements have been prepared in accordance with the U.S. generally accepted accounting principles or GAAP. The Company operates in one reportable segment and solely within the PRC. Accordingly, no segment or geographic information has been presented.

Non-controlling interests are shown as a component of shareholders’ equity on the consolidated balance sheet and the share of the net income attributable to non-controlling interests is shown as a component of net income in the consolidated statements of operations.

Business Combinations

The acquisition of other subsidiaries that meet the criteria for business combinations is accounted for using the acquisition method of accounting. The consideration transferred for the acquisition is the fair values of the assets transferred, the liabilities incurred to the former owners of the acquiree and the equity interests issued by the Group.

The consideration transferred includes the fair value of any asset or liability resulting from a contingent consideration arrangement. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. The Group recognizes any non-controlling interest in the acquiree at the non-controlling interest’s proportionate share of the recognized amounts of the acquiree’s identifiable net assets. Acquisition-related costs are expensed as incurred.

Any contingent consideration to be transferred by the Group are recognized at fair value at the acquisition date. Subsequent changes to the fair value of the contingent consideration that is deemed to be an asset or liability is recognized, either in the Statement of Operations or as a change to other comprehensive income. Contingent consideration that is classified as equity is not remeasured, and its subsequent settlement is accounted for within equity. Goodwill is initially measured as the excess of the aggregate of the consideration transferred and the fair value of non-controlling interest over the identifiable net assets acquired and liabilities assumed.

8

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

(c) Financial instruments

Financial instruments of the Group primarily consist of cash and cash equivalents, trade receivables, deposits, prepayments and other receivables, prepaid land lease, trade payables, receipts in advance, accruals and other payables, and bank borrowings. The carrying values of the Group’s financial instruments approximate their fair values, principally because of the short-term maturity of these instruments or their terms.

The Group has no derivative financial instruments.

(d) Cash and cash equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use, and which have maturities of three months or less when purchased.

(e) Revenue recognition

The Group’s revenues are derived from sales of products recorded net of value added tax (“VAT”). Revenue is recognized when all of the following conditions are met: persuasive evidence of an arrangement exists, delivery of the products has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. These criteria are related to each of the following major revenue generating activities described below.

(i) Revenue from the sale of goods is recognized when the significant risks and rewards of ownership have been transferred to the buyer, provided that the Group maintains neither managerial involvement to the degree usually associated with ownership nor effective control over the goods sold. This is usually taken as the time when the goods are delivered and the customers have accepted the goods.

The Company adopted ASU 2014-09, Revenue from Contracts with Customers, on July 1, 2018. The Company recognizes revenue when (or as) services are transferred to clients. Revenue is recognized based on the amount of consideration that management expects to receive in exchange for these services in accordance with the client. To determine the amount and timing of revenue recognition, the Company must (1) identify the contract with the client, (2) identify the performance obligations in the contracts, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the Company satisfies a performance obligation.

(ii) interest income is recognized on an accrual basis using the effective interest method.

(f) Trade receivables and allowance for doubtful accounts

Trade receivables are stated at the amount the Group expects to collect. The Group maintains allowances for doubtful accounts for estimated losses. Management considers the following factors when determining the collectability of specific accounts: historical experience, creditworthiness of the clients, aging of the receivables and other specific circumstances related to the accounts. Allowance for doubtful accounts is made and recorded into general and administrative expenses based on the aging of trade receivables and on any specifically identified receivables that may become uncollectible. Trade receivables which are deemed to be uncollectible are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. The Company takes a write off of the account balances when the Company can demonstrate all means of collection on the outstanding balances have been exhausted. There is no allowance for doubtful accounts in these consolidated financial statements.

(g) Inventories

Inventories are stated at the lower of cost or net realizable value. Cost is determined using the weighted average method. The components of inventories include raw materials, processing cost of finished goods and purchase cost of products. The Group routinely evaluate the net realizable value of the inventories in light of current market conditions and market trends and record a write-down against the cost of inventories should the net realizable value falls below the cost. 

9

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

(h) Property, plant and equipment and depreciation

Property, plant and equipment are carried at cost less accumulated depreciation and any recorded impairment. Depreciation is calculated on a straight-line basis over the following estimated useful lives:

Category	Estimated useful life	Estimated residual values
Building	20 years	0-10%
Computer and office equipment	3 years	0-10%

Repairs and maintenance are expensed as incurred and asset improvements are capitalized. Consideration is given at each balance sheet date to determine whether there is any indication of impairment of the carrying amounts of the property, plant and equipment. The indication could be an unfavorable development of a business or severe economic slowdown as well as reorganization of the operation. In assessing value in use, the estimated future cash flows are discounted to their present value, based on the time value of money and the risks specific to the country where the assets are located.

(i) VAT and VAT refund

VAT on sales is charged at 17% on revenue from product sales and is subsequently paid to the PRC tax authorities after netting input VAT on purchases. The excess of output VAT over input VAT is recognized in other payables, and the excess of input VAT over output VAT is recognized in other receivables in the consolidated balance sheets.

(j) Operating leases

Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as operating leases. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease periods.

(k) Foreign currency translation

Substantially all of the Group’s operations are conducted in China and as a result, the functional and reporting currency of the Group is the Chinese Renminbi.

Monetary assets and liabilities denominated in currencies other than the applicable functional currencies are translated into the functional currencies at the prevailing rates of exchange at the balance sheet date. Transactions in currencies other than the functional currency are converted into the functional currency at the applicable rates of exchange prevailing at the transaction dates. Transaction gains and losses are recognized in the consolidated statements of operations.

In translating the financial statements of the Company’s subsidiaries outside the PRC into the reporting currency, assets and liabilities are translated from the subsidiaries’ functional currencies to the reporting currency at the exchange rate at the balance sheet date. Equity amounts are translated at historical exchange rates; revenues, expenses, and other gains and losses are translated using the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income/(loss) in the consolidated statements of operations. During 2018 and 2017, such translation adjustments were not material.

10

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

(l) Income taxes

Income taxes are provided for in accordance with the laws and regulations applicable to the Group as enacted by the relevant tax authorities. The impact of an uncertain income tax position on the income tax return is recognized at the largest amount that is more-likely-than-not to be sustained upon audit of the related tax authority. An uncertain income tax position will not be recognized if it has less than a 50% likelihood of being sustained. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. The Group records interest and penalties related to unrecognized tax benefits (if any) in interest expenses and general and administrative expenses, respectively.

On December 22, 2017, the United States enacted TCJA which instituted fundamental changes to the taxation of multinational corporations, including a reduction the U.S. corporate income tax rate to 21% beginning in 2018. The TCJA also requires a one-time transition tax on the mandatory deemed repatriation of the cumulative earnings of the Company’s foreign subsidiary as of December 31, 2017. To determine the amount of this transition tax, the Company must determine the amount of earnings generated since inception by the relevant foreign subsidiary, as well as the amount of non-U.S. income taxes paid on such earnings, in addition to potentially other factors. The Company acquired the foreign operations on 29 June 2018, hence the Company does not have any qualifying earnings or profits from its foreign subsidiary under the transition tax calculation thus no transition tax is payable.

(m) Fair value measurement

The Group defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.

When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Group considers the principal or most advantageous market in which it would transact and it considers assumptions that market participants would use when pricing the asset or liability.

The Group’s financial instruments include cash and cash equivalents, term deposits, trade and other receivables, and trade and other payables. The Group considers the carrying amounts approximate fair value because of the short maturity of these financial instruments.

(n) Business combinations

In a business combination achieved in stages, the Group remeasures its previously held equity interest in the acquire immediately before obtaining control at its acquisition-date fair value and the re-measurement gain or loss, if any, is recognized in earnings.

(o) Transactions between entities under common control

When accounting for a transfer of assets or exchange of shares between entities under common control of the Group, the carrying amounts of the assets and liabilities transferred shall remain unchanged subsequent to the transaction, and no gain or loss shall be recorded in the Group’s consolidated statements of operations.

(p) Commitments and contingencies

In the normal course of business, the Group is subject to loss contingencies, such as legal proceedings and claims arising out of its business, that cover a wide range of matters, including, among others, government investigations, shareholder lawsuits, and non-income tax matters. An accrual for a loss contingency is recognized when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. If a potential material loss contingency is not probable but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, is disclosed. 

11

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

1. SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES – CONTINUED

(q) Adoption of new accounting standards

On July 1, 2018, we adopted ASU No. 2014-09, “Revenue from Contracts with Customers” and the related amendments using the modified retrospective method. The adoption of ASC 606 had no impact on total reported revenues, costs and net income.

In January 2017, the FASB issued ASU No. 2017-01, “Business Combinations: Clarifying the Definition of a Business” (“ASU 2017-01”). ASU 2017-01 clarifies the definition of a business for determining whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. ASU 2017-01 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2017, and early adoption is permitted. The Company adopted this standard on July 1, 2018 and will apply the standard to any future business combinations.

The adoption of the standard in the consolidated financial statements for the financial year ended June 30, 2019 will have no significant impact to the provision for income taxes and will have no impact to the net cash used in, or generated by, operating, investing, or financing activities in the Group’s consolidated statements of cash flows.  

(r) Recently issued accounting pronouncements not yet adopted

In August 2016, FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments. The standard provides new authoritative guidance addressing eight specific cash flow issues with the objective of reducing the existing diversity in practice in how certain transactions are presented and classified in the statement of cash flows. The standard is effective for the Group in the first quarter of the fiscal year 2019. The Company does not expect the adoption of this standard to have a significant impact on its consolidated financial statements.

In February 2016, FASB issued ASU No. 2016-02, Leases. The standard increases transparency and comparability among organizations by requiring companies to recognize leased assets and related liabilities on the balance sheet and disclose key information about leasing arrangements. This standard is effective for the Group in the first quarter of the fiscal year 2020. The Group is evaluating the impact the adoption of this standard will have on its consolidated financial statements.

The Group is finalizing the impact of the standard on its consolidated financial statements and disclosures, as well as changes to its systems, processes, and internal controls. The Company’s preliminary assessments are subject to change.

12

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

2. REVENUE AND OTHER INCOME

Revenue represents the invoiced spirits products sold to the external customers less discounts, returns, and surcharges.

	(unaudited) Six months ended December 31, 2018		(unaudited) Six months ended December 31, 2017
Revenue		63,382,765		57,172,844
Other income		58,336		120,158
		63,441,101		21,799,329

All revenue is derived in China.

A concentration analysis of the revenue is as follows:

	(unaudited) Six months ended December 31, 2018			(unaudited) Six months ended December 31, 2017
Customer A		13	%		19	%
Customer B		12	%		19	%
Customer C		12	%		11	%
Customer D		11	%		11	%
Customer E		11	%		10	%
Customer F		10	%		8	%
Others		32	%		21	%
		100	%		100	%

An analysis of other income is as follows:

	(unaudited) Six months ended December 31, 2018		(unaudited) Six months ended December 31, 2017
Bank interest income		58,336		42,658
Written back of other payables		-		77,500
		58,336		120,158

13

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

3. SELLING AND DISTRIBUTION EXPENSES

The following expenses are included in the selling and distribution expenses: 

	(unaudited) Six months ended December 31, 2018		(unaudited) Six months ended December 31, 2017
Freight		16,209		34,861
Packaging cost		147,716		582,814
		163,925		617,675

4. PROPERTY, PLANT AND EQUIPMENT, NET

Property, plant and equipment, net, consist of the following: 

	December 31, 2018			June 30, 2018
Computer and office equipment		268,550			268,550
Building		3,754,625			3,754,625
		4,023,175			4,023,175
Less: accumulated depreciation		(837,643	)		(727,029	)
Property, plant and equipment, net,		3,185,532			3,296,146

5. PREPAID LAND LEASE, NET

Prepaid land lease, net, consists of the following: 

	December 31, 2018			June 30, 2018
Prepaid land lease		5,412,120			5,412,120
Less: accumulated amortization		(447,860	)		(393,020	)
Prepaid land lease, net		4,964,260			5,019,000

The carrying amounts of the prepaid land lease are analyzed as: 

	December 31, 2018		June 30, 2018
Current assets		109,680		109,680
Non-current assets		4,854,580		4,909,420
		4,964,260		5,019,000

Prepaid land lease represents the cost of the rights of the use of the land in respect of leasehold land in the People’s Republic of China, on which the Group’s buildings are situated.

The lease term is 70 years, ending in 2082.

14

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

6. INVENTORIES

Inventories consist of the following:

	December 31, 2018		June 30, 2018
Raw materials		1,942,490		4,451,541
Finished goods		7,540,742		2,622,873
Packaging material		183,933		272,135
		9,667,165		7,346,549

7. TRADE RECEIVABLES

	December 31, 2018		June 30, 2018
Trade receivables		62,719,063		33,933,857
		62,719,063		33,933,857

The Group normally allows credit terms to well-established customers ranging from 30 to 150 days. The Group seeks to maintain strict control over its trade receivables. Overdue trade receivables are reviewed regularly by the Board of Directors.

8. DEPOSITS, PREPAYMENTS AND OTHER RECEIVABLES

	December 31, 2018		June 30, 2018
Prepaid expenses		19,948,523		23,571,363
Deposits		-		9,000,000
Other receivables		1,025,269		678,227
		20,973,792		33,249,590

15

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

9. CASH AND CASH EQUIVALENTS

	December 31, 2018		June 30, 2018
Cash on hand		71,815		394,082
Cash held in banks		45,957,499		26,110,880
		46,029,314		26,504,962

Cash held in banks earns interest at floating rates based on daily bank deposit rates.

10. TRADE PAYABLES

	December 31, 2018		June 30, 2018
Trade payables		461,178		44,636
		461,178		44,636

For the larger suppliers, the Group makes payment in advance for the inventories. For the smaller suppliers, the Group obtains credit terms ranging from 30 to 90 days.

A concentration analysis of the suppliers based on the purchases made during the six-month periods is as follows:

	December 31, 2018			December 31, 2017
Supplier A		57	%		26	%
Supplier B		24	%		16	%
Supplier C		4	%		13	%
Supplier D		3	%		13	%
Supplier E		2	%		13	%
Supplier F		2	%		10	%
Others		6	%		8	%
		100	%		100	%

16

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

11. RECEIPTS IN ADVANCE, ACCRUALS AND OTHER PAYABLES

Receipts in advance, accruals and other payables consist of the following:

	December 31, 2018		June 30, 2018
Accrued payroll and bonus		2,059,655		2,560,883
Other payables		850,000		734,122
Other tax payables		1,884,348		623,868
Receipt in advance		2,581,415		1,221,152
		7,375,418		5,140,025

12. AMOUNT DUE TO A DIRECTOR

	December 31, 2018		June 30, 2018
Amount due to a director		96,541,957		96,231,368
		96,541,957		96,231,368

	December 31, 2018		June 30, 2018
Classified as:
Non-current liabilities		84,781,805		-
Current liabilities		11,760,152		96,231,368
		96,541,957		96,231,368

The amount due to a director is interest-free, unsecured and not repayable on demand.

Renminbi 94,051,934 of the amount due to a director relates to Reliant’s acquisition of Sure Rich Investment (Group) Limited. The amount is due to the seller of Sure Rich Investment (Group) Limited, who is also a director of Reliant and the Company.

13. BANK BORROWINGS

	December 31, 2018		June 30, 2018
Secured - at amortized cost
Loans from bank – Note (i)		2,000,000		-
		2,000,000		-
Classified as:
Current liabilities		2,000,000		-
		2,000,000		-

Note:

(i) Loan from the bank is bearing a fixed interest rate ranging from 5.44% per annum.

17

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

14. SHARE CAPITAL AND CAPITAL MANAGEMENT

	Issued and fully paid						Shares to be issued
Company	Number of shares		value US$		value RMB		Number of shares		value US$		value RMB
At June 30, 2018		98,191,480		98,191		638,708		321,296,000		321,296		2,126,520
Common stock conversion
Conversion of amount due to a director
Shares issued for cash
Shares issued as consideration for business acquisition
Shares to be issued as consideration for business acquisition
Reverse merger
At December 31, 2018		98,191,480		98,191		638,708		321,296,000		321,296		2,126,520

Each share has a nominal value of US$0.001 per share.

The shares to be issued as consideration for business acquisition are the 321,296,000 new shares at $0.001 per share as part of the consideration of the acquisition of Reliant Galaxy International Limited. The aggregated nominal value of the shares is US$321,296.

18

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

15. INCOME TAXES

The Company is subject to taxes in the USA. The Company has had no taxable income under Federal or State tax laws. The Company has loss carryforwards totaling $359,065 that may be offset against future federal income taxes. If not used, the carryforwards will expire 20 years after they are incurred.

The Company’s subsidiary in the BVI is not subject to taxation.

The Company’s Hong Kong subsidiary is subject to taxes in Hong Kong. The Hong Kong subsidiary has had no taxable income.

The Company’s PRC subsidiaries are subject to taxes in China. The applicable PRC statutory income tax rate is 25% according to the Enterprise Income Tax Law.

A reconciliation of the income tax expenses in China is set out below:

	(unaudited) Six months ended December 31, 2018			(unaudited) Six months ended December 31, 2017
Profit before income tax		40,856,726			34,201,300
Taxation at the applicable tax rate of 25%		10,350,322			8,550,326
Tax effect on non-taxable income		(14,581	)		(30,040	)
Tax effects of expense that are not deductible		255,973			11,076
(Over)/under-provision in respect of previous year		-			(683,243	)
Income taxes		10,591,714			7,848,119

16. CONTRIBUTION PLAN IN THE PRC

As stipulated by the PRC state regulations, the subsidiaries in the PRC participate in the state-run defined contribution retirement scheme. All employees are entitled to an annual pension payment equal to a fixed proportion of the average basic salary of the geographical area of their last employment at their retirement date. The PRC subsidiaries are required to make contributions to the local social security bureau at 29.4% to 37.4% of the previous year’s average basic salary amount of the geographical area where the employees are under employment with the PRC subsidiaries. The Group has no obligation for the payment of pension benefits beyond the annual contributions as set out above.

According to the relevant rules and regulations of the PRC, the PRC subsidiaries and their employees are each required to make contributions to an accommodation fund at 9% of the salaries and wages of the employees which are administered by the Public Accumulation Funds Administration Centre. There is no further obligation for the Group except for such contributions to the accommodation fund. The Group had no significant obligation apart from the contributions as stated above.

19

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

17. OPERATING LEASE ARRANGEMENT

The Group has total future minimum lease payments under non-cancellable operating lease payable as follows: 

	(unaudited) Six months ended December 31, 2018		June 30, 2018
Within 1 year		463,103		134,294
After 1 year but within 2 years		61,811		18,000
After 2 years but within 3 years		-		9,000
After 3 years		-		-
		524,914		161,294

The Group is the lessee of a few office premises and staff residence held under operating leases. The leases typically run for an initial period of one to five years.

18. RELATED PARTY BALANCES AND TRANSACTIONS

The Group made sales to Fuqing Jing Hong Trading Co., Ltd, the director of which was a family member of the CEO Mr. Yang Peng. The family resigned from Fuqing Jing Hong Trading Co., Ltd on June 28, 2018, hence Fuqing Jing Hong ceased to be a related party on June 28, 2018.

	(unaudited) Six months ended December 31, 2018		(unaudited) Six months ended December 31, 2017
Revenue		-		10,865,132
		-		10,865,132

Management is of the opinion that these related party transactions were conducted in the normal course of business of the Group with standard sales terms and conditions.

19. CONTINGENT LIABILITIES

At the end of each reporting period, neither the Group nor the Company had any significant contingent liabilities.

20

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

20. DETAILS OF SUBSIDIARIES

Company name	Place and date of incorporation	Capital	Attributable Equity interest			Principal activities
Reliant Galaxy International Limited	Established in British Virgin Islands on January 3, 2017	Registered and paid-in capital of RMB 69,100		100	%	Investment holding
Sure Rich Investment	Established in	Share capital		100	%	Investment holding
(Group) Limited	Hong Kong On February 1, 2007	RMB 1
Fujian Jinou Trading Co., Ltd.	Established in the PRC on July 5, 2004	Registered and paid-in capital of US$ 1,650,000		100	%	Investment holding
Fenyang Huaxin Spirit Development Co., Ltd.	Established in the PRC on November 7, 2013	Registered and Paid-in capital of RMB 1,000,000 Note (i)		100	%	Trading of spirit
Fenyang Jinqiang Spirit Co., Ltd.	Established in the PRC on November 7, 2013	Registered and Paid-in capital of RMB 5,000,000		100	%	Trading of spirit
Beijing Huaxin Tianchuang Enterprise Management Consulting Co., Ltd.	Established in the PRC on April 14, 2018	Registered and issued capital of RMB1,000,000		51 Note	% (i)	Dormant

Notes:

(i) The subsidiary was registered with payable share capital and the Company committed to pay up its share of the issued capital in the amount of RMB 510,000 on March 31, 2038, which is 20 years from the date of incorporation permitted by the Regulation of the People’s Republic of China on Company Registration. The amount due to the subsidiary is interest-free and unsecured.

21

ORANCO, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – CONTINUED (Unaudited)

(Chinese Renminbi)

21. DETAILS OF AN ASSOCAITE

Company name	Place and date of incorporation	Capital	Attributable Equity interest			Principal activities
Guangzhou Silicon Technology Co., Ltd	Established in the PRC on September 8, 2015	Registered and issued capital of RMB5,000,000		20 Note	% (i)	Development, sale and provision of software solutions

Notes:

(i) On September 1, 2018, Fenyang Huaxin Spirit Development Co., Ltd acquired shares of 20% of the associate Guangzhou Silicon Technology Co., Ltd which then became an associate of the Company. The associate’s results were not material to the Group in the period to December 31, 2018.

22

ITEM 2. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

On June 29, 2018, Oranco, Inc. completed and closed a share exchange (the “Share Exchange”) under a Share Exchange Agreement (the “Share Exchange Agreement”), entered into by (i) Oranco, Inc.(“the company”); (ii) Reliant Galaxy International Limited, a British Virgin Islands company with limited liability (“Reliant”); (ii) and the shareholders of Reliant (“Sellers”) pursuant to which Reliant became a wholly owned subsidiary of ours. Pursuant to the Share Exchange Agreement, the company acquired from the Sellers all of the issued and outstanding equity interests of Reliant in exchange for 349,296,000 newly-issued shares of common stock; 28,000,000 were issued at the closing date of June 29, 2018, and the remaining 321,296,000 shares shall be issued at the completion of the increase of the company’s authorized shares (the “Common Stock”). As a result of the Share Exchange, the Sellers, as the former shareholders of Reliant, became the controlling shareholders of the company. The Share Exchange was accounted for under the business combination under common control method of accounting.

On September 1, 2018, Fenyang Huaxin Spirit Development Co.. Ltd., a subsidiary of the company, acquired 20% equity interest in Guangzhou Silicon Technology Co., Ltd., a company established in the People’s Republic of China. The acquisition of 20% equity interest in Guangzhou Silicon Technology Co., Ltd. was accounted for as an interest in an associate

Results of Operations

Overview

For the three months ended December 31, 2018 and 2017

	Three Months Ended December 31,				Variance
	2018		2017		Amount			%
	(unaudited)		(unaudited)
Revenue		39,420,311		35,467,221		3,953,0901			11.1	%
Cost of sales		9,524,833		10,071,165		(546,332	)		(5.4	%)
Gross profit		29,895,478		25,396,056		4,499,422			17.7	%
Selling and distribution expenses		1,155,958		1,118,650		37,308			3.3	%
Administrative expenses		1,944,379		1,385,858		558,521			40.3	%
Income from operations		26,795,141		22,891,548		3,903,593			17.1	%
Other income		39,299		26,452		(12,847	)		48.6	%
Interest and other financial charges		30,868		918,325		(887,957	)		(96.6	%)
Income before income taxes		26,803,572		21,999,175		4,804,397			21.8	%
Income taxes		6,424,231		4,993,461		1,430,770			28.7	%
Net income		20,379,341		17,005,714		3,373,627			19.8	%

Revenue 

	Three Months Ended December 31,										Variance
	2018		%			2017		%			Amount			%
	(unaudited)					(unaudited)
Sales of Fenjiu liquor products		37,386,358		94.8	%		30,598,982		86.3	%		6,787,376			22.2	%
Sales of imported wine products		2,033,953		5.2	%		4,868,239		13.7	%		(2,834,286	)		(58.2	%)
Total Amount		39,420,311		100.0	%		35,467,221		100.0	%		3,953,090			11.1	%

For the three months ended December 31, 2018 and 2017, revenue generated from our Fenjiu liquor wholesale business was RMB37,386,358 and RMB30,598,982, respectively, which represented an increase of RMB6,787,376 or 22.2%. The increase of revenue generated from our Fenjiu liquor wholesale business was mainly due to the increased sales volume of our Fenjiu liquor products. Our brand identity has contributed to the success of our Fenjiu liquor wholesale business. Our brand positively affected our sales.

23

For the three months ended December 31, 2018 and 2017, revenue generated from our imported wine wholesale business was RMB2,033,953 and RMB4,868,239, respectively, which represented a decrease of RMB2,834,286 or 58.2%. The Company adopted a strategy to focus on selling products with relatively higher profit margins and to reduce selling products with relatively lower profit margins. This accounts for the reduction in this revenue stream. The weightings on these products were different for the three months ended December 31, 2018 and 2017. The overall sales was decreased.

Cost of Sales

	Three months ended December 31,										Variance
	2018		%			2017		%			Amount			%
	(unaudited)					(unaudited)
Sales of Fenjiu liquor products		9,001,494		94.4	%		8,601,503		85.4	%		399,991			4.7	%
Sales of imported wine products		533,339		5.6	%		1,469,662		14.6	%		(936,323	)		(63.7	%)
Total Amount		9,534,833		100.0	%		10,071,165		100.0	%		(536,332	)		(5.3	%)

For the three months ended December 31, 2018 and 2017, cost of sales from our Fenjiu liquor wholesale business was RMB9,001,494 and RMB8,601,503, respectively, which represented an increase of RMB399,991 or 4.7%. The increase of cost of sales was mainly due to the increased sales volume.

For the three months ended December 31, 2018 and 2017, cost of sales from our imported wine wholesale business was RMB1,245,448 and RMB1,469,662, respectively, which represented a decrease of RMB936,323 or 63.7%. The Company adopted a strategy to focus on selling products with relatively higher profit margins and to reduce selling products with relatively lower profit margins. This accounts for the reduction in this revenue stream. The weightings on these products were different for the three months ended December 31, 2018 and 2017. The overall cost of sales was decreased.

Gross Profit

	Three months ended December 31,										Variance
	2018		%			2017		%			Amount			%
	(unaudited)					(unaudited)
Sales of Fenjiu liquor products		28,384,864		95.0	%		21,997,479		86.6	%		6,387,385			29.0	%
Sales of imported wine products		1,500,614		5.0	%		3,398,577		13.4	%		(1,897,963	)		(55.8	%)
Total Amount		29,885,478		100.0	%		25,396,056		100.0	%		4,489,422			17.7	%

Gross profit from our Fenjiu liquor wholesale business increased by RMB6,387,385 or 29.0% for the three months ended December 31, 2018, as compared to the same period of 2017. The Company increased sales volume of some products with higher profit margins. The overall gross profit contribution percentage of Fenjiu liquor wholesale business was 75.9% for the three months ended December 31, 2018, as comparted to 71.9% for the same period of 2017.

Gross profit from our imported wine wholesale business decreased by RMB1,897,963 or 55.8% for the three months ended December 31, 2018, as compared to the same period of 2017. The gross profit contribution percentage of imported wine wholesale business was 73.8% for the three months ended December 31, 2018, as compared to 69.8%. for the same period of 2017. The increase represents that the Company adopted its strategy to focus on selling products with relatively higher profit margins and to reduce selling products with relatively lower profit margins.

Selling and Distribution Expenses

For the three months ended December 31, 2018, our selling and distribution expenses were RMB1,155,958, representing a decrease of RMB37,308, or 3.3%, as compared to the same period of 2017. The increase was primarily due to increased packaging expenses during the three months ended December 31, 2018, as compared to the same period of 2017.

Administrative Expense

For the three months ended December 31, 2018, our administrative expenses were RMB1,944,379, representing an increase of RMB1,385,858 or 40.3%, as compared to the same period of 2017. The increase was primarily due to salaries, foreign exchange loss and salaries.

Other Income

For the three months ended December 31, 2018, our other income was RMB39,299, representing an increase of RMB12,847 or 48.6%, as compared to the same period of 2017. The increase was primarily due to the increased bank interest income.

Interest and Other Financial Charges

For the three months ended December 31, 2018, our interest and other financial charges were RMB30,868 as compared to interest and other financial charges of RMB918,825 in the same period of 2017. The decrease in interest and other financial charges was primarily due to decreased bank borrowings.

24

Income Taxes

For the three months ended December 31, 2018 and 2017, our income taxes increased by RMB1,430,770 or 28.7% to RMB6,642,231 for the three months ended December 31, 2018 from RMB4,993,461 for the three months ended December 31, 2017. The increase in the income taxes was primarily due to increased taxable income and higher tax disallowable expenses for the period indicated.

For the six months ended December 31, 2018 and 2017

	Six Months Ended December 31,				Variance
	2018		2017		Amount			%
	(unaudited)		(unaudited)
Revenue		63,382,765		57,172,844		6,209,921			10.9	%
Cost of sales		15,593,767		16,088,471		(494,704	)		(3.1	%)
Gross profit		47,788,998		41,084,373		6,704,625			16.3	%
Selling and distribution expenses		2,135,597		2,327,584		(191,987	)		(8.2	%)
Administrative expenses		4,820,971		2,916,321		1,904,650			65.3	%
Income from operations		40,832,430		35,840,468		4,991,962			13.9	%
Other income		58,336		120,158		(61,822	)		(51.5	%)
Interest and other financial charges		34,040		1,759,325		(1,725,285	)		(98.1	%)
Income before income taxes		40,856,726		34,201,301		6,655,425			19.5	%
Income taxes		10,591,714		7,848,119		2,743,595			35.0	%
Net income		30,265,012		26,353,182		3,911,830			14.8	%

Revenue

	Six Months Ended December 31,										Variance
	2018		%			2017		%			Amount			%
	(unaudited)					(unaudited)
Sales of Fenjiu liquor products		58,761,148		92.7	%		49,827,026		87.1	%		8,943,122			17.9	%
Sales of imported wine products		4,261,617		7.3	%		7,345,818		12.9	%		(2,724,201	)		(37.1	%)
Total Amount		63,382,765		100.0	%		57,172,844		100.0	%		6,209,921			10.9	%

For the six months ended December 31, 2018 and 2017, revenue generated from our Fenjiu liquor wholesale business was RMB58,761,148 and RMB49,827,026, respectively, which represented an increase of RMB8,943,122 or 17.9%. The increase of revenue generated from our Fenjiu liquor wholesale business was mainly due to the increased sales volume of our Fenjiu liquor products. Our brand identity has contributed to the success of our Fenjiu liquor wholesale business. Our brand positively affected our sales.

For the six months ended December 31, 2018 and 2017, revenue generated from our imported wine wholesale business was RMB4,261,617 and RMB7,345,818, respectively, which represented a decrease of RMB2,724,201 or 37.1%. The Company adopted a strategy to focus on selling products with relatively higher profit margins and to reduce selling products with relatively lower profit margins. This accounts for the reduction in this revenue stream. The weightings on these products were different for the six months ended December 31, 2018 and 2017. The overall sales was decreased.

25

Cost of Sales

	Six months ended December 31,										Variance
	2018		%			2017		%			Amount			%
	(unaudited)					(unaudited)
Sales of Fenjiu liquor products		14,348,319		92.0	%		13,895,217		86.4	%		453,102			3.3	%
Sales of imported wine products		1,245,448		8.0	%		2,193,254		13.6	%		(947,806	)		(43.2	%)
Total Amount		15,593,767		100.0	%		16,088,471		100.0	%		(494,704	)		(3.1	%)

For the six months ended December 31, 2018 and 2017, cost of sales from our Fenjiu liquor wholesale business was RMB14,348,319 and RMB13,895,217, respectively, which represented an increase of RMB453,102 or 3.3%. The increase of cost of sales was mainly due to the increased sales volume.

For the six months ended December 31, 2018 and 2017, cost of sales from our imported wine wholesale business was RMB1,245,448 and RMB2,193,254, respectively, which represented a decrease of RMB947,806 or 43.2%. The Company adopted a strategy to focus on selling products with relatively higher profit margins and to reduce selling products with relatively lower profit margins. This accounts for the reduction in this revenue stream. The weightings on these products were different for the six months ended December 31, 2018 and 2017. The overall cost of sales was decreased.

Gross Profit

	Six months ended December 31,										Variance
	2018		%			2017		%			Amount			%
	(unaudited)					(unaudited)
Sales of Fenjiu liquor products		44,412,829		92.9	%		35,931,809		87.5	%		8,481,020			23.6	%
Sales of imported wine products		3,376,169		7.1	%		5,152,564		12.5	%		(1,776,395	)		(34.5	%)
Total Amount		47,788,998		100.0	%		41,084,373		100.0	%		6,704,625			16.3	%

Gross profit from our Fenjiu liquor wholesale business increased by RMB8,481,020 or 23.6% for the six months ended December 31, 2018, as compared to the same period of 2017. The Company increased sales volume of some products with higher profit margins. The overall gross profit contribution percentage of Fenjiu liquor wholesale business was 75.8% for the six months ended December 31, 2018, as comparted to 72.1% for the same period of 2017.

Gross profit from our imported wine wholesale business decreased by RMB1,776,395 or 34.5% for the six months ended December 31, 2018, as compared to the same period of 2017. The gross profit contribution percentage of imported wine wholesale business was 73.1% for the six months ended December 31, 2018, as compared to 70.1%. for the same period of 2017. The increase represents that the Company adopted its strategy to focus on selling products with relatively higher profit margins and to reduce selling products with relatively lower profit margins.

Selling and Distribution Expenses

For the six months ended December 31, 2018, our selling and distribution expenses were RMB2,135,597, representing a decrease of RMB191,987, or 8.2%, as compared to the same period of 2017. The decrease was primarily due to decreased packaging expenses during the six months ended December 31, 2018, as compared to the same period of 2017.

Administrative Expense

For the six months ended December 31, 2018, our administrative expenses were RMB4,820,971, representing an increase of RMB1,904,650 or 65.3%, as compared to the same period of 2017. The increase was primarily due to salaries, foreign exchange loss and professional fees for share exchange of Reliant Galaxy International Limited.

26

Other Income

For the six months ended December 31, 2018, our other income was RMB58,336, representing a decrease of RMB61,822 or 51.5%, as compared to the same period of 2017. The decrease was primarily due to the decreased write-back of other receivables.

Interest and Other Financial Charges

For the six months ended December 31, 2018, our interest and other financial charges were RMB34,040 as compared to interest and other financial charges of RMB1,759,325 in the same period of 2017. The decrease in interest and other financial charges was primarily due to decreased bank borrowings.

Income Taxes

For the six months ended December 31, 2018 and 2017, our income taxes increased by RMB2,743,595 or 35.0% to RMB10,591,714 for the six months ended December 31, 2018 from RMB7,848,119 for the six months ended December 31, 2017. The increase in the income taxes was primarily due to increased taxable income and higher tax disallowable expenses for the period indicated.

Liquidity and Capital Resources

Operating Activities

Operating activities generated RMB17,674,352 and RMB31,989,063 of cash in the first six months of 2018 and 2017, respectively. The decrease of RMB14,314,711 in 2018 was primarily a result of change in net operating assets in 2018 when compared with 2017.

Activity from inventories included a net decrease of RMB2,320,616 compared to a net increase of RMB297,784 for the first six months ended 31 December 2018 and 2017, respectively.

Activity from trade receivables included a net decrease of RMB28,785,206 compared to a net decrease of RMB4,526,808 for the first six months ended 31 December 2018 and 2017, respectively.

Activity from deposits, prepayments and other receivables included a net increase of RMB12,275,798 compared to a net increase of RMB6,281,854 for the first six months ended 31 December 2018 and 2017, respectively.

Investing Activities

Investing activities used RMB150,000 and RMB407,687 for the first six months ended 31 December 2018 and 2017, respectively.

Cash of RMB150,000 used for investing activities in 2018 was primarily related to the acquisition of the interest in an associate.

Cash of RMB407,687 used for investing activities in 2017 was primarily related to the payments for acquisition of property, plant, and equipment.

Financing Activities

Financing activities provided RMB2,000,000 for the first six months ended 31 December 2018 and used RMB27,000,000 for the first six months ended 31 December 2017.

Cash of RMB2,000,000 provided in 2018 were primarily related to net proceeds of bank borrowings.

Cash of RMB27,000,000 used in 2017 were primarily related to net repayment of bank borrowings.

27

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Control and Procedures. 

We are required to maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer (also our principal executive officer) and our chief financial officer (also our principal financial and accounting officer) to allow for timely decisions regarding required disclosure.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company’s management, including the Company’s Chief Executive Officer (“CEO”) (the Company’s principal executive officer) and Chief Financial Officer (“CFO”) (the Company’s principal financial and accounting officer), has evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation the Company’s CEO and CFO concluded that the Company’s disclosure controls and procedures were not effective as of December 31, 2018 to ensure that information required to be disclosed by the Company in the reports that the Company files or submits under the Exchange Act, is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including the Company’s CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. The principal basis for this conclusion is the lack of segregation of duties within our financial function and the lack of an operating Audit Committee.

Changes in internal control over financial reporting

As reported on the Form 8-K filed by the Company with the SEC on December 7, 2018, Ronald Zhang resigned from the Company as the Chief Financial Officer on December 3, 2018. Following Ronald Zhang’s departure, the Board appointed Mr. Sze Lok (Patrick) Wong as the Company’s Chief Financial Officer effective as of December 3, 2018.

Other than the foregoing, there was no change in our internal controls over financial reporting that occurred during the period covered by this report, which has materially affected or is reasonably likely to materially affect, our internal controls over financial reporting.

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PART 2 - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

Not applicable to a smaller reporting company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no unregistered sales of the Company’s equity securities during the three months ended December 31, 2018 that were not previously disclosed in reports filed with the SEC.   

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS 

(a) Exhibits

Exhibit No.	Description
31.1	Certification of Principal Executive Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
31.2	Certification of Principal Financial Officer pursuant to Exchange Act Rule 13a-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 *
32.1	Certification of Chief Executive Officer and Principal Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 *
101.INS	XBRL Instance Document *
101.SCH	XBRL Taxonomy Extension Schema Document *
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document *
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document *
101.LAB	XBRL Taxonomy Extension Label Linkbase Document *
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document *

* Filed herewith.

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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.  

	ORANCO, INC.
Date: February 12, 2019	/s/ Peng Yang
	Peng Yang
	President, Secretary and Director
	(Principal Executive Officer, and Principal Financial Officer and Principal Accounting Officer)

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