UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For
the quarterly period ended
OR
For the transition period from _______ to _______
Commission
File Number:
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each Class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The
|
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.
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule
405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant
was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 | ☐ |
| ☒ | 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 ☐
As of May 16, 2022, there were shares of common stock, par value $0.001 per share, outstanding.
TABLE OF CONTENTS
| i |
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
SHINECO, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
| March 31, | June 30, | |||||||
| 2022 | 2021 | |||||||
| (Unaudited) | ||||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivable, net | ||||||||
| Due from related parties | ||||||||
| Inventories, net | ||||||||
| Advances to suppliers, net | ||||||||
| Other current assets | ||||||||
| Current assets held for discontinued operations | - | |||||||
| TOTAL CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Investments | - | |||||||
| Distribution rights | - | |||||||
| Long-term deposit and other noncurrent assets | ||||||||
| Right of use assets | ||||||||
| Non-current assets held for discontinued operations | - | |||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | $ | ||||||
| Advances from customers | ||||||||
| Due to related parties | ||||||||
| Other payables and accrued expenses | ||||||||
| Operating lease liabilities - current | ||||||||
| Convertible note payable | ||||||||
| Taxes payable | ||||||||
| Current liabilities held for discontinued operations | - | |||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| Income tax payable - noncurrent portion | ||||||||
| Operating lease liabilities - non-current | ||||||||
| Deferred tax liability | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | - | - | ||||||
| EQUITY: | ||||||||
| Common stock; par value $, shares authorized; and shares issued and outstanding at March 31, 2022 and June 30, 2021 | ||||||||
| Additional paid-in capital | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Statutory reserve | ||||||||
| Retained earnings (accumulated deficit) | ( | ) | ||||||
| Accumulated other comprehensive gain (loss) | ( | ) | ||||||
| Total Stockholders’ equity of Shineco, Inc. | ||||||||
| Non-controlling interest | ( | ) | ||||||
| TOTAL EQUITY | ||||||||
| TOTAL LIABILITIES AND EQUITY | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 1 |
SHINECO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSS
(Unaudited)
For the Nine Months Ended March 31, | For the Three Months Ended March 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| REVENUE | $ | $ | $ | $ | ||||||||||||
| COST OF REVENUE | ||||||||||||||||
| Cost of product and services | ||||||||||||||||
| Stock written off due to natural disaster | ||||||||||||||||
| Business and sales related tax | ||||||||||||||||
| Total cost of revenue | ||||||||||||||||
| GROSS LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative expenses | ||||||||||||||||
| Selling expenses | ||||||||||||||||
| Impairment loss of distribution rights | - | - | - | |||||||||||||
| Total operating expenses | ||||||||||||||||
| LOSS FROM OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Impairment loss on an unconsolidated entity | ( | ) | - | - | - | |||||||||||
| Loss from equity method investments | ( | ) | - | ( | ) | - | ||||||||||
| Other income (loss), net | ( | ) | ( | ) | ||||||||||||
| Amortization of debt issuance costs | ( | ) | - | ( | ) | - | ||||||||||
| Interest income (loss), net | ||||||||||||||||
| Total other income (loss) | ( | ) | ( | ) | ||||||||||||
| LOSS BEFORE PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| BENEFIT FOR INCOME TAXES | ( | ) | - | ( | ) | ( | ) | |||||||||
| NET LOSS FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| DISCONTINUED OPERATIONS: | ||||||||||||||||
| Loss from discontinued operations, net of taxes | - | ( | ) | - | ( | ) | ||||||||||
| Loss on disposal of discontinued operations | ( | ) | - | - | - | |||||||||||
| Net loss from discontinued operations | ( | ) | ( | ) | - | ( | ) | |||||||||
| NET LOSS | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Net loss attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| NET LOSS ATTRIBUTABLE TO SHINECO, INC. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| COMPREHENSIVE LOSS | ||||||||||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income (loss): foreign currency translation income (loss) | ( | ) | ||||||||||||||
| Total comprehensive loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Less: comprehensive income attributable to non-controlling interest | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO SHINECO, INC. | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average number of shares basic and diluted | ||||||||||||||||
| Basic and diluted loss per common share | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss per common share | ||||||||||||||||
| Continuing operations - Basic and Diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Discontinued operations - Basic and Diluted | ( | ) | ( | ) | - | ( | ) | |||||||||
| Net loss per common share - basic and diluted | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 2 |
SHINECO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE NINE MONTHS ENDED MARCH 31, 2022 AND 2021
(UNAUDITED)
| ADDITIONAL | RETAINED EARNINGS | ACCUMULATED OTHER | NON- | |||||||||||||||||||||||||||||||||
| COMMON STOCK | SUBSCRIPTION | PAID-IN | STATUTORY | (ACCUMULATED | COMPREHENSIVE | CONTROLLING | TOTAL | |||||||||||||||||||||||||||||
| SHARES* | AMOUNT | RECEIVABLE | CAPITAL | RESERVE | DEFICIT) | LOSS | INTEREST | EQUITY | ||||||||||||||||||||||||||||
| Balance at June 30, 2020 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Stock issuance | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Net income loss for the period | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign currency translation gain | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Balance at June 30, 2021 | $ | $ | ( | ) | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||
| Stock issuance | - | - | - | - | ||||||||||||||||||||||||||||||||
| Issuance of common shares for convertible notes redemption | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Beneficial conversion feature associated with convertible notes | - | - | - | - | - | - | - | |||||||||||||||||||||||||||||
| Disposal of Ankang | - | - | - | - | - | - | - | ( | ) | ( | ) | |||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign currency translation gain | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| * |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 3 |
SHINECO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2022 AND 2021
(UNAUDITED)
| ACCUMULATED | ||||||||||||||||||||||||||||||||||||
| ADDITIONAL | OTHER | NON- | ||||||||||||||||||||||||||||||||||
| COMMON STOCK | SUBSCRIPTION | PAID-IN | STATUTORY | RETAINED | COMPREHENSIVE | CONTROLLING | TOTAL | |||||||||||||||||||||||||||||
| SHARES | AMOUNT | RECEIVABLE | CAPITAL | RESERVE | EARNINGS | LOSS | INTEREST | EQUITY | ||||||||||||||||||||||||||||
| Balance at December 31, 2020 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Stock issuance | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign currency translation loss | - | - | - | - | - | - | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| Balance at March 31, 2021 | $ | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| Balance at December 31, 2021 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| Issuance of common shares for convertible notes redemption | - | - | - | - | - | |||||||||||||||||||||||||||||||
| Net loss for the period | - | - | - | - | - | ( | ) | - | ( | ) | ( | ) | ||||||||||||||||||||||||
| Foreign currency translation gain (loss) | - | - | - | - | - | - | ( | ) | ||||||||||||||||||||||||||||
| Balance at March 31, 2022 | $ | $ | ( | ) | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 4 |
SHINECO, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
| For the Nine Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | ||
| Net loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||
| Net loss from continuing operations | ( | ) | ( | ) | ||||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Depreciation and amortization | ||||||||
| Loss from disposal of property and equipment | - | |||||||
| Provision for doubtful accounts | ||||||||
| Provision for inventory reserve | ||||||||
| Stock written off due to natural disaster | ||||||||
| Loss from equity method investments | - | |||||||
| Amortization of right of use assets | ||||||||
| Impairment loss on distribution rights | - | |||||||
| Impairment loss on an unconsolidated entity | - | |||||||
| Amortization of debt issuance costs | - | |||||||
| Accrued interest expense for convertible notes | - | |||||||
| Accrued interest income due from third parties | ( | ) | - | |||||
| Accrued interest income due from related parties | ( | ) | - | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | ( | ) | ( | ) | ||||
| Advances to suppliers | ( | ) | ||||||
| Inventories | ( | ) | ( | ) | ||||
| Other current assets | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Advances from customers | ( | ) | - | |||||
| Other payables | ||||||||
| Operating lease liabilities | ( | ) | ( | ) | ||||
| Taxes payable | ( | ) | ||||||
| Net cash used in operating activities from continuing operations | ( | ) | ( | ) | ||||
| Net cash provided by operating activities from discontinued operations | - | |||||||
| Net cash used in operating activities | ( | ) | ( | ) | ||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Acquisitions of property and equipment | ( | ) | - | |||||
| Proceeds from disposal of property and equipment | - | |||||||
| Payment made for loans to third parties | ( | ) | - | |||||
| Payment made for loans to related parties | ( | ) | - | |||||
| Investment in unconsolidated entity | ( | ) | - | |||||
| Acquisition of a VIE - Guangyuan, net of cash | - | |||||||
| Disposal of a VIE - Ankang, net of cash | ( | ) | - | |||||
| Net cash used in investing activities from continuing operations | ( | ) | - | |||||
| Net cash provided by investing activities from discontinued operations | - | |||||||
| Net cash provided (used in) by investing activities | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from issuance of common stock | ||||||||
| Proceeds from (repayments of) advances from related parties | ( | ) | ||||||
| Proceeds from issuance of convertible notes | - | |||||||
| Net cash provided by financing activities from continuing operations | ||||||||
| Net cash used in financing activities from discontinued operations | - | ( | ) | |||||
| Net cash provided by financing activities | ||||||||
| EFFECT OF EXCHANGE RATE CHANGE ON CASH | ||||||||
| NET DECREASE IN CASH | ( | ) | ( | ) | ||||
| CASH - Beginning of the Period | ||||||||
| CASH - End of the period | ||||||||
| Less: cash of discontinued operations - Ended of the Period | - | |||||||
| Cash of continuing operations - Ended of the Period | $ | $ | ||||||
| SUPPLEMENTAL CASH FLOW DISCLOSURES: | ||||||||
| Cash paid for income taxes | $ | $ | ||||||
| Cash paid for interest | $ | $ | ||||||
| SUPPLEMENTAL NON-CASH OPERATING ACTIVITY: | ||||||||
| Issuance of common shares for convertible notes redemption | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | $ | ||||||
| Reduction of right-of-use assets and operating lease obligations due to early termination of lease agreement | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
| 5 |
NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS
Shineco, Inc. (“Shineco” or the “Company”) was incorporated in the State of Delaware on August 20, 1997. The Company is a holding company whose primary purpose is to develop business opportunities in the People’s Republic of China (the “PRC” or “China”).
On
December 30, 2004, the Company acquired all of the issued and outstanding shares of Beijing Tenet-Jove Technological Development Co.,
Ltd. (“Tenet-Jove”), a PRC company, in exchange for restricted shares of the Company’s common stock, and the sole operating
business of the Company became that of its subsidiary, Tenet-Jove. Tenet-Jove was incorporated on December 15, 2003 under the laws of
China. Consequently, Tenet-Jove became a
On December 31, 2008, June 11, 2011, and May 24, 2012, Tenet-Jove entered into a series of contractual agreements including an Executive Business Cooperation Agreement, a Timely Reporting Agreement, an Equity Interest Pledge Agreement, and an Executive Option Agreement (collectively, the “VIE Agreements”), with each one of the following entities, Ankang Longevity Pharmaceutical (Group) Co., Ltd. (“Ankang Longevity Group”), Yantai Zhisheng International Freight Forwarding Co., Ltd. (“Zhisheng Freight”), Yantai Zhisheng International Trade Co., Ltd. (“Zhisheng Trade”), Yantai Mouping District Zhisheng Agricultural Produce Cooperative (“Zhisheng Agricultural”), and Qingdao Zhihesheng Agricultural Produce Services., Ltd. (“Qingdao Zhihesheng”). On February 24, 2014, Tenet-Jove entered into the same series of contractual agreements with Shineco Zhisheng (Beijing) Bio-Technology Co., Ltd. (“Zhisheng Bio-Tech”), which was incorporated in 2014. Zhisheng Bio-Tech, Zhisheng Freight, Zhisheng Trade, Zhisheng Agricultural, and Qingdao Zhihesheng are collectively referred to herein as the “Zhisheng VIEs.”
Pursuant to the VIE Agreements, Tenet-Jove has the exclusive right to provide to the Zhisheng VIEs and Ankang Longevity Group consulting services related to their business operations and management. All the above contractual agreements obligate Tenet-Jove to absorb a majority of the risk of loss from the Zhisheng VIEs and Ankang Longevity Group’s activities and entitle Tenet-Jove to receive a majority of their residual returns. In essence, Tenet-Jove has gained effective control over the Zhisheng VIEs and Ankang Longevity Group. Therefore, the Zhisheng VIEs and Ankang Longevity Group are treated as variable interest entities (“VIEs”) under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation.” Accordingly, the accounts of these entities are consolidated with those of Tenet-Jove.
Since Shineco is effectively controlled by the majority shareholders of the Zhisheng VIEs and Ankang Longevity Group, Shineco owns 100% of Tenet-Jove. Accordingly, Shineco, Tenet-Jove, and its VIEs, the Zhisheng VIEs and Ankang Longevity Group are effectively controlled by the same majority shareholders. Therefore, Shineco, Tenet-Jove, and the VIEs of Tenet-Jove are considered under common control. The consolidation of Tenet-Jove and its VIEs into Shineco was accounted for at historical cost and prepared on the basis as if the aforementioned exclusive contractual agreements between Tenet-Jove and its VIEs had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.
On
September 30, 2017, Tenet-Jove established Xinjiang Shineco Taihe Agriculture Technology Ltd. (“Xinjiang Taihe”) with registered
capital of RMB
| 6 |
On
December 10, 2016, Tenet-Jove entered into a purchase agreement with Tianjin Tajite E-Commerce Co., Ltd. (“Tianjin Tajite”),
an online e-commerce company based in Tianjin, China, specializing in distributing Luobuma related products and branded products of Daiso
100-yen shops, pursuant to which Tenet-Jove would acquire a
On
March 13, 2019, Tenet-Jove established Beijing Tenjove Newhemp Biotechnology Co., Ltd. (“TNB”) with registered capital of
RMB
On
August 22, 2019, the Company established Shineco Life Science Research Co., Ltd. (“Life Science”) as a wholly foreign-owned
entity with registered capital of US$
On
June 8, 2021, Tenet-Jove entered into a Restructuring Agreement with various parties. Pursuant to the terms of the Restructuring Agreement,
(i) the Company transferred all of its rights and interests in Ankang Longevity to Yushe County Guangyuan Forest Development Co., Ltd.
(“Guangyuan”)’s Shareholders in exchange for the control of
The Company, its subsidiaries, its VIEs, and its VIEs’ subsidiaries (collectively the “Group”) operate three main business segments: 1) Tenet-Jove is engaged in manufacturing and selling Bluish Dogbane and related products, also known in Chinese as “Luobuma,” including therapeutic clothing and textile products made from Luobuma; 2) the Zhisheng VIEs and Guanyuan are engaged in planting, processing, and distributing green agricultural produce, and the Zhisheng VIEs is also providing domestic and international logistic services for agricultural products and (“Agricultural Products”); and, 3) Ankang Longevity Group, which is reclassified as discontinued operations, manufactures traditional Chinese medicinal herbal products as well as other retail pharmaceutical products. These different business activities and products can potentially be integrated and benefit from one another.
| 7 |
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information pursuant to the rules of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2021, which was filed on September 30, 2021.
The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company, its subsidiaries, its VIEs and its VIEs’ subsidiaries. The non-controlling interest represents the minority shareholders’ interest in the Company’s majority owned subsidiaries and VIEs. All intercompany accounts and transactions have been eliminated in consolidation.
Consolidation of Variable Interest Entities
VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs and their subsidiaries with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.
The total carrying amount of the VIEs and their subsidiaries’ consolidated assets and liabilities and income information were as follows:
March 31, 2022 | June 30, 2021 | |||||||
| Current assets | $ | $ | ||||||
| Plant and equipment, net | ||||||||
| Other non-current assets | ||||||||
| Total assets | ||||||||
| Total liabilities | ( | ) | ( | ) | ||||
| Net assets | $ | $ | ||||||
For the nine months ended March 31, | For the three months ended March 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Gross loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| 8 |
The carrying amount of the VIEs and their subsidiaries’ consolidated assets and liabilities and income information held for discontinued operations were as follows:
March 31, 2022 | June 30, 2021 | |||||||
| Current assets | $ | - | $ | |||||
| Plant and equipment, net | ||||||||
| Other non-current assets | ||||||||
| Total assets | ||||||||
| Total liabilities | ( | ) | ||||||
| Net assets | $ | $ | ||||||
| For the nine months ended March 31, | For the three months ended March 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net sales | $ | - | $ | $ | - | $ | ||||||||||
| Gross profit | $ | $ | $ | $ | ||||||||||||
| Loss from operations | $ | $ | ( | ) | $ | $ | ( | ) | ||||||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
The carrying amount of the VIEs and their subsidiaries’ consolidated assets and liabilities and income information held for continued operations were as follows:
March 31, 2022 | June 30, 2021 | |||||||
| Current assets | $ | $ | ||||||
| Plant and equipment, net | ||||||||
| Other non-current assets | ||||||||
| Total assets | ||||||||
| Total liabilities | ( | ) | ( | ) | ||||
| Net assets | $ | $ | ||||||
For the nine months ended March 31, | For the three months ended March 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net sales | $ | $ | $ | $ | ||||||||||||
| Gross loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Loss from operations | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Non-controlling Interests
U.S. GAAP requires that non-controlling interests in subsidiaries and affiliates be reported in the equity section of a company’s balance sheet. In addition, the amounts attributable to the non-controlling interests in the net income of these entities are reported separately in the unaudited condensed consolidated statements of loss and comprehensive loss.
| 9 |
Risks and Uncertainties
The operations of the Company are located in the PRC and are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory, and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. Although the Company has not experienced losses from these factors and believes that it is in compliance with existing laws and regulations, there is no guarantee that the Company will continue to do so in the future.
Members of the current management team own controlling interests in the Company and are also the owners of the VIEs in the PRC. The Company only controls the VIEs through contractual arrangements, which obligate it to absorb the risk of loss and to receive the residual expected returns. As such, the controlling shareholders of the Company and the VIEs could cancel these agreements or permit them to expire at the end of the agreement terms, as a result of which the Company would not retain control of the VIEs. In addition, should these agreements be challenged or litigated, they would also be subject to the laws and courts of the PRC legal system, which could make enforcing the Company’s rights difficult.
Use of Estimates
The preparation of the unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting periods. Significant estimates required to be made by management include, but are not limited to, useful lives of property and equipment, and intangible assets, the recoverability of long-lived assets, and the valuation of accounts receivable, advances to suppliers, deferred taxes, and inventory reserves. Actual results could differ from those estimates.
Revenue Recognition
We previously recognized revenue from sales of Luobuma products, Chinese medicinal herbal products, and agricultural products, as well as providing logistic services and other processing services to external customers. We recognized revenue when all of the following have occurred: (i) there was persuasive evidence of an arrangement with a customer; (ii) delivery had occurred or services had been rendered; (iii) the sales price was fixed or determinable; and (iv) our collection of such fees was reasonably assured. These criteria, as related to our revenue, were considered to have been met as follows:
Sales of products: The Company recognized revenue from the sale of products when the goods were delivered and title to the goods passed to the customer, provided that there were no uncertainties regarding customer acceptance; persuasive evidence of an arrangement existed; the sales price was fixed or determinable; and collectability was deemed probable.
Revenue from the provision of services: Revenue from international freight forwarding, domestic air, and overland freight forwarding services was recognized upon the performance of services as stipulated in the underlying contract or when commodities were being released from the customer’s warehouse; the service price was fixed or determinable; and collectability was deemed probable.
With the adoption of ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when all of the following five steps are met: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the new revenue standard beginning July 1, 2018, and adopted a modified retrospective approach upon adoption. The Company believes that its previous revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASC 606. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company’s contracts. There is no significant impact upon adoption of the new guidance.
| 10 |
Cash and Cash Equivalents
Cash
and cash equivalents consist of cash on hand, cash on deposit, and other highly liquid investments which are unrestricted as to withdrawal
or use, and which have original maturities of three months or less when purchased. The Company maintains cash with various financial
institutions mainly in the PRC. As of March 31, 2022 and June 30, 2021, the Company had
Under PRC law, it is generally required that a commercial bank in the PRC that holds third-party cash deposits protect the depositors’ rights over and interests in their deposited money. PRC banks are subject to a series of risk control regulatory standards, and PRC bank regulatory authorities are empowered to take over the operation and management of any PRC bank that faces a material credit crisis. The Company monitors the banks utilized and has not experienced any problems.
Accounts Receivable, Net
Accounts
receivable are recorded at net realizable value, consisting of the carrying amount less an allowance for uncollectible accounts, as necessary.
The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the
collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many
factors, including the age of the balance, the customers’ historical payment history, their current credit-worthiness, and current
economic trends. The fair value of long-term receivables is determined using a present value technique by discounting the future expected
contractual cash flows using current rates at which similar instruments would be issued at the measurement date. As of March 31, 2022
and June 30, 2021, the allowance for doubtful accounts from the continuing operations was US$
Inventories, Net
Inventories,
which are stated at the lower of cost or net realizable value, consist of raw materials, work-in-progress, and finished goods related
to the Company’s products. Cost is determined using the first in first out (“FIFO”) method. Agricultural products that
the Company farms are recorded at cost, which includes direct costs such as seed selection, fertilizer, labor cost and contract fees
that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of prepayments
of farmland leases and farmland development costs. All the costs are accumulated until the time of harvest and then allocated to the
harvested crops costs when they are sold. The Company periodically evaluates its inventory and records an inventory reserve for certain
inventories that may not be saleable or whose cost exceeds net realizable value. As of March 31, 2022 and June 30, 2021, the inventory
reserve from the continuing operations was US$
Advances to Suppliers, Net
Advances
to suppliers consist of payments to suppliers for materials that have not been received. Advances to suppliers are reviewed periodically
to determine whether their carrying value has become impaired. As of March 31, 2022 and June 30, 2021, the Company had an allowance for
uncollectible advances to suppliers from the continuing operations of US$
| 11 |
Business Acquisitions
Business acquisitions are accounted for under the acquisition method. The acquisition method requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity, and recognize and measure goodwill or a bargain gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values on the date acquired and the excess of the purchase price over the amounts assigned is recorded as goodwill, or if the fair value of the net assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded. Adjustments to fair value assessments are generally recorded to goodwill over the measurement period (not longer than 12 months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense as committed, and requires the Company to recognize and measure certain assets and liabilities, including those arising from contingencies and contingent consideration in a business combination.
Goodwill
Goodwill represents the excess of the purchase price over the fair value of assets acquired. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit would be considered impaired. To measure the amount of the impairment loss, the implied fair value of a reporting unit’s goodwill is compared to the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For each of these tests, the fair value of each of the Company’s reporting units is determined using a combination of valuation techniques, including a discounted cash flow methodology. To corroborate the discounted cash flow analysis performed at each reporting unit, a market approach is utilized using observable market data such as comparable companies in similar lines of business that are publicly traded or which are part of a public or private transaction (to the extent available).
Leases
The
Company adopted ASU 2016-02, “Leases” on July 1, 2019 and used the alternative transition approach, which permits the effects
of adoption to be applied at the effective date. The new standard provides a number of optional practical expedients in transition. The
Company elected the “package of practical expedients,” which permits it not to reassess under the new standard its prior
conclusions about lease identification, lease classification, and initial direct costs. The Company also elected the short-term lease
exemption and combining the lease and non-lease components practical expedients. The most significant impact upon adoption relates to
the recognition of new Right-of-use (“ROU”) assets and lease liabilities on the Company’s balance sheet for office
space operating leases. Upon adoption, the Company recognized additional operating liabilities of approximately US$
| 12 |
Property and Equipment, Net
Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for additions, major renewals, and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided on a straight-line basis, less estimated residual value, if any, over an asset’s estimated useful life. Farmland leasehold improvements are amortized over the shorter of lease term or estimated useful lives of the underlying assets. The estimated useful lives of the Company’s property and equipment are as follows:
Estimated useful lives | ||
| Buildings | ||
| Machinery equipment | ||
| Motor vehicles | ||
| Office equipment | ||
| Farmland leasehold improvements | ||
| Leasehold improvement |
Land Use Rights, Net
According
to Chinese laws and regulations regarding land use rights, land in urban districts is owned by the state, while land in the rural areas
and suburban areas, except otherwise provided for by the state, is collectively owned by individuals designated as resident farmers by
the state. In accordance with the legal principle that land ownership is separate from the right to the use of the land, the government
grants individuals and companies the rights to use parcels of land for a specified period of time. Land use rights, which are usually
prepaid, are stated at cost less accumulated amortization. Amortization is provided over the life of the land use rights, using the straight-line
method. The useful life is
Long-lived Assets
Finite-lived
assets and intangibles are reviewed for impairment testing when circumstances require. For purposes of evaluating the recoverability
of long-lived assets, when undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset
is written down to its fair value. The long-lived assets of the Company that are subject to evaluation consist primarily of property,
plant and equipment, land use rights, investments, and long-term prepaid leases. For the nine and three months ended March 31, 2022 and
2021, the Company did
Fair Value of Financial Instruments
The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs, other than quoted prices in level, that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
| 13 |
Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the asset or liability.
The carrying value of financial instruments included in current assets and liabilities approximate their fair values because of the short-term nature of these instruments.
Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for unaudited condensed consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This ASC also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company did have any uncertain tax positions from the continuing operations and the discontinued operations at March 31, 2022 and June 30, 2021. The Company had not provided deferred taxes for undistributed earnings of non-U.S. subsidiaries from the continuing operations and the discontinued operations at March 31, 2022, as it is the Company’s policy to indefinitely reinvest these earnings in non-U.S. operations. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.
The statute of limitations for the Company’s U.S. federal income tax returns and certain state income tax returns remains open for tax year 2019 and thereafter. As of March 31, 2022, the tax years ended December 31, 2017 through December 31, 2021 for the Company’s PRC subsidiaries remained open for statutory examination by PRC tax authorities.
On
December 22, 2017, the “Tax Cuts and Jobs Act” (“The Act”) was enacted. Under the provisions of The Act, the
U.S. corporate tax rate decreased from
| 14 |
Value-Added Tax
Sales
revenue represents the invoiced value of goods, net of a value-added tax (“VAT”).
Foreign Currency Translation
The Company uses the United States dollar (“U.S. dollars,” “USD,” or “US$”) for financial reporting purposes. The Company’s subsidiaries and VIEs maintain their books and records in their functional currency of Renminbi (“RMB”), the currency of the PRC.
In general, for consolidation purposes, the Company translates the assets and liabilities of its subsidiaries and VIEs into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statements of income and cash flows are translated at average exchange rates during the reporting periods. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the financial statements of the subsidiaries and VIEs are recorded as accumulated other comprehensive loss.
The
balance sheet amounts, with the exception of equity, at March 31, 2022 and June 30, 2021 were translated at
Convertible Notes Payable
In accordance with ASC 470 Debt with conversion and other option, an embedded beneficial conversion feature present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. Issuance costs should be allocated proportionally to the debt host and conversion feature. Deferred financing costs will be discounted and amortized subsequently, and the fair value of the convertible notes will be assessed by an independent appraiser.
Comprehensive Loss
Comprehensive loss consists of two components, net loss and other comprehensive income. The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to USD is reported in other comprehensive income in the unaudited condensed consolidated statements of loss and comprehensive loss.
Equity Investment
An
investment in which the Company has the ability to exercise significant influence, but does not have a controlling interest, is accounted
for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the
voting stock between
| 15 |
The Company computes loss per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net loss divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., outstanding convertible securities, options, and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There is anti-dilutive effect for the nine and three months ended March 31, 2022 and 2021.
For the nine months ended March 31, | For the three months ended March 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Net loss from continuing operations attributable to Shineco | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss from discontinued operations attributable to Shineco | ( | ) | ( | ) | - | ( | ) | |||||||||
| Net loss attributable to Shineco | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Weighted average shares outstanding - basic and diluted | ||||||||||||||||
| Net loss from continuing operations per share of common share Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net loss from discontinued operations per share of common share Basic and diluted | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
| Net loss per share of common share Basic and diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
Reclassifications
Certain prior year balances were reclassified to conform to the current year’s presentation with consideration of reflecting the Company’s Ankang Longevity Group as discontinued operations. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented.
New Accounting Pronouncements
In November 2019, the FASB issued ASU No. 2019-08, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). The guidance identifies, evaluates, and improves areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided. The amendments in that ASU expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. For entities that have adopted the amendments in Update 2018-07, the updated guidance is effective for annual periods beginning after December 15, 2019, and is applicable to the Company in fiscal 2021. Early adoption is permitted. The Company adopted this ASU on July 1, 2020 and the adoption of this ASU did not have a material impact on its financial statements.
| 16 |
In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The FASB is issuing this Update as part of its initiative to reduce complexity in accounting standards (the “Simplification Initiative”). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The specific areas of potential simplification in this ASU were submitted by stakeholders as part of the Simplification Initiative. For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company adopted this ASU on July 1, 2021 and the adoption of this ASU did not have a material impact on its financial statements.
In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, (“ASU 2020-03”). ASU 2020-03 improves various financial instruments topics, including the CECL Standard. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments related to Issue 1, Issue 2, Issue 4, and Issue 5 were effective upon issuance of ASU 2020-03. The amendments related to Issue 3, Issue 6, and Issue 7 were effective for the Company beginning on January 1, 2020. The Company adopted this ASU on July 1, 2020 and the adoption of this ASU did not have a material impact on its financial statements.
In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The amendments in this standard can be applied anytime between the first quarter of 2020 and the fourth quarter of 2022. The Company is currently in the process of evaluating the impact of adoption of the new rules on the Company’s financial condition, results of operations, cash flows, and disclosures.
The Company believes that other recent accounting pronouncement updates will not have a material effect on the Company’s unaudited condensed consolidated financial statements.
| 17 |
NOTE 3 – ACCOUNTS RECEIVABLE, NET
The accounts receivable, net consisted of the following:
March 31, 2022 | June 30, 2021 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Accounts receivable, net | ||||||||
| Less: accounts receivable, net, held for discontinued operations | - | |||||||
| Accounts receivable, net, held for continuing operations | $ | $ | ||||||
Movement of allowance for doubtful accounts is as follows:
March 31, 2022 | June 30, 2021 | |||||||
| Beginning balance | $ | $ | ||||||
| Charge to expense | ||||||||
| Less: cessation of subsidiaries and disposal of VIE | ( | ) | ( | ) | ||||
| Foreign currency translation adjustments | ||||||||
| Ending balance | $ | $ | ||||||
NOTE 4 – INVENTORIES, NET
The inventories, net consisted of the following:
March 31, 2022 | June 30, 2021 | |||||||
| Raw materials | $ | $ | ||||||
| Work-in-process | ||||||||
| Finished goods | ||||||||
| Less: inventory reserve | ( | ) | ( | ) | ||||
| Total inventories, net | ||||||||
| Less: inventories, net, held for discontinued operations | - | |||||||
| Inventories, net, held for continuing operations | $ | $ | ||||||
Work-in-process includes direct costs such as seed selection, fertilizer, labor cost, and subcontractor fees that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of the prepayment of the farmland lease fees and farmland development costs. All the costs are accumulated until the time of harvest and then allocated to harvested crop costs when they are sold.
The
Company wrote off inventory amounted to US$
| 18 |
NOTE 5 – ADVANCES TO SUPPLIERS, NET
The advances to suppliers, net consisted of the following:
March 31, 2022 | June 30, 2021 | |||||||
| Advances to suppliers | $ | $ | ||||||
| Less: allowance for doubtful accounts | ( | ) | ( | ) | ||||
| Advance to supplier, net | ||||||||
| Less: advance to supplier, net, held for discontinued operations | - | |||||||
| Advance to supplier, net, held for continuing operations | $ | $ | ||||||
Advances to suppliers consist of mainly payments to suppliers for yew trees that have not been received.
Movement of allowance for doubtful accounts is as follows:
March 31, 2022 | June 30, 2021 | |||||||
| Beginning balance | $ | $ | ||||||
| Charge to expense | ||||||||
| Less: cessation of subsidiaries and disposal of VIE | ( | ) | ( | ) | ||||
| Foreign currency translation adjustments | ||||||||
| Ending balance | $ | $ | ||||||
NOTE 6 – OTHER CURRENT ASSETS
Other
current assets include loans to third parties, deposits, advances to employees, prepaid expenses and others. During the nine months ended
March 31, 2022,
Movement of allowance for doubtful accounts is as follows:
March 31, 2022 | June 30, 2021 | |||||||
| Beginning balance | $ | $ | ||||||
| Charge to expense | ||||||||
| Less: cessation of subsidiaries and disposal of VIE | - | - | ||||||
| Foreign currency translation adjustments | ( | ) | ||||||
| Ending balance | $ | $ | ||||||
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NOTE 7 - PROPERTY AND EQUIPMENT, NET
Property and equipment, net consisted of the following:
March 31, 2022 | June 30, 2021 | |||||||
| Buildings | $ | $ | ||||||
| Machinery and equipment | ||||||||
| Motor vehicles | ||||||||
| Office equipment | ||||||||
| Leasehold improvement | ||||||||
| Farmland leasehold improvements | ||||||||
| Less: accumulated depreciation and amortization | ( | ) | ( | ) | ||||
| Total property and equipment, net | ||||||||
| Less: property and equipment, net, held for discontinued operations | - | |||||||
| Property and equipment, net held for continuing operations | $ | $ | ||||||
Depreciation
and amortization expense charged to the continuing operations was US$
Depreciation
and amortization expense charged to the continuing operations was US$
Farmland leasehold improvements consisted of following:
March 31, 2022 | June 30, 2021 | |||||||
| Blueberry farmland leasehold improvements | $ | $ | ||||||
| Yew tree planting base reconstruction | ||||||||
| Greenhouse renovation | ||||||||
| Total farmland leasehold improvements | ||||||||
| Less: farmland leasehold improvement, held for discontinued operations | ||||||||
| Total farmland leasehold improvement, held for continuing operations | $ | $ | ||||||
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NOTE 8 - LAND USE RIGHTS, NET
Land
use rights are recognized at cost less accumulated amortization. According to the Chinese laws and regulations regarding land use rights,
land in urban districts is owned by the state, while land in the rural areas and suburban areas, except otherwise provided for by the
state, is collectively owned by individuals designated as resident farmers by the state. However, in accordance with the legal principle
that land ownership is separate from the right to the use of the land, the government grants the user a “land use right”
to use the land. The Company has the land use right to use the land for 50 years and amortizes the rights on a straight-line basis over
the period of
March 31, 2022 | June 30, 2021 | |||||||
| Land use rights | $ | - | $ | |||||
| Less: accumulated amortization | - | ( | ) | |||||
| Total land use rights, net | - | |||||||
| Less: land use rights, net, held for discontinued operations | - | |||||||
| Land use rights, net, held for continuing operations | $ | $ | ||||||
For
the nine months ended March 31, 2022 and 2021, amortization expenses from the continuing
operations were both US$ . For the nine months ended March 31, 2022 and 2021, the Company
recognized amortization expenses from the discontinued operations of US$ and US$
For
the three months ended March 31, 2022 and 2021, amortization expenses from the continuing
operations were both US$ . For the three months ended March 31, 2022 and 2021, the Company
recognized amortization expenses from the discontinued operations of US$ and US$
NOTE 9 - DISTRIBUTION RIGHTS
The Company acquired distribution rights to distribute branded products of Daiso 100-yen shops through the acquisition of Tianjin Tajite. As this distribution right is difficult to acquire and will contribute significant revenue to Tianjin Tajite, such distribution rights were identified and valued as an intangible asset in the acquisition of Tianjin Tajite. The distribution rights, which have no expiration date, have been determined to have an indefinite life. Since the distribution rights have an indefinite life, the Company will evaluate them for impairment at least annually or earlier if determined necessary. During the nine months ended March 31, 2022, the management performed evaluation on the impairment of distribution rights. Due to the lower than expected revenue and profit, and unfavorable business environment, the management fully recorded an impairment loss on distribution rights of Tianjin Tajite.
| 21 |
NOTE 10 - INVESTMENTS
In
2013, Ankang Longevity Group entered into two equity investment agreements with Shaanxi Pharmaceutical Group Pai’ang Medicine Co.
Ltd. (“Shaanxi Pharmaceutical Group”), a Chinese state-owned pharmaceutical enterprise, to invest a total of RMB
In
2013, Ankang Longevity Group entered into a supplemental agreement with Shaanxi Pharmaceutical Group. According to the supplemental agreement,
new 49% equity investment companies established by Shaanxi Pharmaceutical Group and Ankang Longevity Group are required to exclusively
purchase certain raw materials and drug products from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed
to compensate Ankang Longevity Group with a purchase rebate of
On
October 21, 2013, the Company, through its controlled subsidiaries, Zhisheng Freight and Zhisheng Agricultural, entered into an agreement
with an unrelated third party, Zhejiang Zhen’Ai Network Warehousing Services Co., Ltd. (“Zhen’Ai Network”), and
invested RMB
Guangyuan
entered into an equity investment agreement with Shanxi Pharmaceutical Group Yushe Pharmaceutical Development Co., Ltd. (“Yushe
Pharmaceutical”), a Chinese pharmaceutical enterprise to invest a total of RMB
| 22 |
On
August 31, 2021, the Company entered into a capital injection agreement with the other shareholders of Shanghai Gaojing Private Fund
Management (“Gaojing Private Fund”), a Chinese private fund management company, to complete the injection of a total RMB
On January 18, 2022, the Company entered into three share transfer agreements (the “Purchase Agreements”), respectively with Beijing Qing Chuang Technology Incubator Co., Ltd., Hangzhou Sheng Dou Shi Bio Technology Co., Ltd. and Peng He (collectively, the “Selling Shareholders”), each a shareholder of Xiang Peng You Kang (Beijing) Technology Co., Ltd. (“XPYK”), pursuant to which the Company shall acquire a total of % issued and outstanding equity interest of XPYK from the Selling Shareholders (the “XPYK Shares”). Under the Purchase Agreements, the Company will issue an aggregate of shares (“Company Shares”) of its common stock valued at a per share price of $ (subject to the terms and conditions of the Purchase Agreements) as the consideration for the XPYK Shares. As the date of this report, no share has been issued and no equity interest of XPYK has been acquired by the Company.
On
January 30, 2022, the Company entered into a cooperation agreement (the “Cooperation Agreement”) with Weifang
Jianyi Medical Devices Co., Ltd. (“WJM”), a leading Chinese medical device company based in Shandong Province, China, pursuant
to which the Company and WJM shall jointly manufacture and sell nuclear medical imaging devices (the “Joint Project”), including
PET, PET-CT, and PET-MRI. Under the Cooperation Agreement, the Company will provide working capital and manufacturing facilities while
WJM shall contribute patented and unpatented technologies and know-how, medical device manufacturing permits, skilled engineers and project
managers to produce such nuclear medical imaging devices.
The Company’s investments in unconsolidated entities consist of the following:
March 31, 2022 | June 30, 2021 | |||||||
| Gaojing Private Fund | $ | $ | - | |||||
| Total investment | ||||||||
| Less: investment, held for discontinued operations | ||||||||
| Investment, held for continuing operations | $ | $ | ||||||
| 23 |
Summarized financial information of unconsolidated entities from continued operations is as follows:
March 31, 2022 | June 30, 2021 | |||||||
| Current assets | $ | $ | - | |||||
| Current liabilities | - | |||||||
| For the nine months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Net sales | $ | $ | - | |||||
| Gross loss | ( | ) | - | |||||
| Loss from operations | ( | ) | - | |||||
| Net loss | ( | ) | - | |||||
Summarized financial information of unconsolidated entities from discontinued operations is as follows:
| For the nine months ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Net sales | $ | - | $ | |||||
| Gross profit | - | |||||||
| Loss from operations | - | ( | ) | |||||
| Net loss | - | ( | ) | |||||
| 24 |
NOTE 11 - LEASES
Effective
July 1, 2019, the Company adopted the new lease accounting standard using the optional transition method, which allowed it to continue
to apply the guidance under the lease standard in effect at the time in the comparative periods presented. In addition, the Company elected
the package of practical expedients, which allowed it to not reassess whether any existing contracts contain a lease, to not reassess
historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected
the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company has also elected the practical
expedient, allowing it to not separate the lease and non-lease components for all classes of underlying assets. Adoption of this standard
resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities of $
The
Company leases offices space under non-cancelable operating leases, with terms ranging from one to six years. In addition, the Zhisheng
VIEs and Guangyuan entered into several farmland lease contracts with farmer cooperatives to lease farmland in order to plant and grow
organic vegetables, fruit, and Chinese yew trees, fast-growing bamboo willows and scenic greening trees. The lease terms vary from
When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.
The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.
The table below presents the operating lease related assets and liabilities from the continuing operations recorded on the balance sheets. No operating lease related assets and liabilities from the discontinued operations.
March 31, 2022 | June 30, 2021 | |||||||
| ROU lease assets | $ | $ | ||||||
| Operating lease liabilities – current | ||||||||
| Operating lease liabilities – non-current | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of March 31, 2022 and June 30, 2021:
March 31, 2022 | June 30, 2021 | |||||||
| Remaining lease term and discount rate: | ||||||||
| Weighted average remaining lease term (years) | ||||||||
| Weighted average discount rate | % | % | ||||||
| 25 |
Rent
expenses totaled US$
Rent expenses were US$ from the discontinued operations for the nine and three months ended March 31, 2022 and 2021, respectively.
The following is a schedule, by years, of maturities of lease liabilities as of March 31, 2022:
| Remainder of 2022 | $ | |||
| 2023 | ||||
| 2024 | ||||
| 2025 | ||||
| 2026 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Less: prepayments | ( | ) | ||
| Present value of lease liabilities | $ |
NOTE 12 - SHORT-TERM LOANS
No short-terms loan was outstanding as of March 31, 2022, as the Company disposed Ankang Group on July 5, 2021.
Short-term loans as of June 30, 2021 consisted of the following:
| Lender | June 30, 2021 | Maturity Date | Int. Rate/Year | |||||||
| Agricultural Bank of China-a^ | % | |||||||||
| Agricultural Bank of China-b# | % | |||||||||
| Total short-term loans | ||||||||||
| Less: short-term loans, held for discontinued operations | ||||||||||
| Short-term loans, held for continuing operations | $ | |||||||||
The loans outstanding were guaranteed by the following properties, entities or individuals:
| a. | |
| b. | |
| ^ | |
| # |
| 26 |
Interest expenses from continuing operations were US$ for the nine and three months ended March 31, 2022 and 2021, respectively.
The
Company recorded interest expenses from discontinued operations of US$ and US$
The
Company recorded interest expenses from discontinued operations of US$ and US$
NOTE 13 - ACQUISITION
Acquisition of Tianjin Taijite
On
December 12, 2016, the Company entered into a merger and acquisition agreement with Tianjin Tajite, a professional e-commerce company
distributing Luobuma fabric commodities and branded products of Daiso 100-yen shops, based in Tianjin, China, to acquire
Pursuant
to the agreement, the Company made a payment of RMB
On October 26, 2017, the Company completed the acquisition of Tianjin Tajite. The acquisition provides a unique opportunity for the Company to enter the market of Luobuma fabric commodities and branded products of Daiso 100-yen shops.
The transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations. The Company retained independent appraisers to advise management in the determination of the fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements represents management’s best estimate of fair values as of the acquisition date.
As required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Noncontrolling Interest, management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for recognition of the fair value of net assets acquired.
The
excess of the purchase price over the aggregate fair value of assets acquired was allocated to goodwill which amounted to RMB
In June 2018, the management performed evaluation on the impairment of goodwill. Due to the lower than expected revenue and profit, and unfavorable business environment, the management fully recorded an impairment loss on goodwill of Tianjin Tajite.
The fair value of distribution rights and its estimated useful lives from continuing operations are as follows:
Preliminary Fair Value | Weighted Average Useful Life (in Years) | |||||||
| Distribution rights | $ | (a | ) | |||||
| (a) |
| 27 |
During the nine months ended March 31, 2022, the management performed evaluation on the impairment of distribution rights. Due to the lower than expected revenue and profit, and unfavorable business environment, the management fully recorded an impairment loss on distribution rights of Tianjin Tajite.
Under ASC 805-10, acquisition-related costs (i.e., advisory, legal, valuation, and other professional fees) are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred.
Acquisition of Guangyuan
On June 8, 2021, Tenet-Jove entered into a Restructuring Agreement with various parties. Pursuant to the terms of the Restructuring Agreement, (i) the Company transferred all of its rights and interests in Ankang Longevity to Yushe County Guangyuan Forest Development Co., Ltd. (“Guangyuan”)’s Shareholders in exchange for the control of 100% of equity interests in Guangyuan, which composes of one group of similar identifiable assets; (ii) Tenet-Jove entered a Termination Agreement with Ankang Longevity and the Ankang Shareholders; (iii) as a consideration to the Restructuring Agreement and based on a valuation report on the equity interests of Guangyuan issued by an independent third party, Tenet-Jove relinquished all of its rights and interests in Ankang Longevity and transferred those rights and interests to the Guangyuan Shareholders; and (iv) Guangyuan and the Guangyuan Shareholders entered into a series of variable interest entity agreements with Tenet-Jove. After signing of the Restructuring Agreement, the Company and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021. Afterwards, with the completion of all other follow-ups works, on August 16, 2021, the Company, through its subsidiary Tenet-Jove, completed the previously announced acquisition pursuant to the Restructuring Agreement dated June 8, 2021.
The management determined that July 5, 2021 was the acquisition date of Guangyuan. The acquisition provides a unique opportunity for the Company to enter the market of planting fast-growing bamboo willows and scenic greening trees.
The transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations. The Company retained independent appraisers to advise management in the determination of the fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements represent management’s best estimate of fair values as of the Acquisition Date.
As required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Noncontrolling Interest, management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for recognition of the fair value of net assets acquired.
The following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:
| Due from related party | ||||
| Inventory | ||||
| Other current assets | ||||
| Right of use assets | ||||
| Long-term investments and other non-current assets | ||||
| Other payables and other current assets | ( | ) | ||
| Operating lease liabilities | ( | ) | ||
| Total purchase price for acquisition, net of US$ | $ |
Under ASC 805-10, acquisition-related costs (i.e., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred. Acquisition-related costs were US$ in the nine and three months ended March 31, 2022.
| 28 |
The
Company has included the operating results of Guangyuan in its unaudited condensed consolidated financial statements since the Acquisition
Date. US$
NOTE 14 - RELATED PARTY TRANSACTIONS
Due from Related Parties
The Company has made temporary advances to certain stockholders of the Company and to other entities that are either owned by family members of those stockholders or to other entities that the Company has investments in. Those advances are due on demand and non-interest bearing.
As of March 31, 2022 and June 30, 2021, the outstanding amounts due from related parties consisted of the following:
March 31, 2022 | June 30, 2021 | |||||||
| Yang Bin | $ | $ | ||||||
| Beijing Huiyinansheng Asset Management Co., Ltd (a.) | ||||||||
| Wang Qiwei | ||||||||
| Shanghai Gaojing Private Fund Management (b.) | ||||||||
| Zhongjian Yijia Health Technology (Qingdao) Co., Ltd. (c.) | ||||||||
| Zhongjian (Qingdao) International Logistics Development Co., Ltd. (d.) | ||||||||
| Total due from related parties | ||||||||
| Less: due from related parties, held for discontinued operations | ||||||||
| Due from related parties, held for continuing operations | $ | $ | ||||||
| a. | |
| b. | |
| c. | |
| d. |
| 29 |
Due to Related Parties
As
of March 31, 2022 and June 30, 2021, the Company had related party payables of US$
March 31, 2022 | June 30, 2021 | |||||||
| Wu Yang | $ | $ | ||||||
| Wang Sai | ||||||||
| Zhou Guocong | ||||||||
| Li Baolin | ||||||||
| Zhao Min | ||||||||
| Zhou Shunfang | ||||||||
| Total due to related parties | ||||||||
| Less: due to related parties, held for discontinued operations | - | |||||||
| Due to related parties, held for continuing operations | $ | $ | ||||||
Sales to Related Parties
For
the nine months ended March 31, 2022 and 2021, no sales to related parties or balance of accounts receivables were from continuing operations.
The Company recorded sales to Shaanxi Pharmaceutical Group from the discontinued operations, a related party (see Note 10), of US$
and US$
NOTE 15 - CONVERTIBLE NOTES PAYABLE
On
June 16, 2021, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued an unsecured convertible
promissory note with a one-year maturity (“the Note”) to an institutional accredited investor Streeterville Capital, LLC
(“Investor”). The Note has the original principal amount of US$
On
July 16, 2021, the Company entered into a Securities Purchase Agreement (the “July Agreement”) pursuant to which the Company
issued two unsecured convertible promissory notes with a -year maturity term (the “Notes”) to the same Investor. The first
convertible promissory note (“Note #1”) has an original principal amount of US$
On
August 19, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) pursuant to which the Company
issued an unsecured convertible promissory note with a -year maturity term (the “Note”) to the same Investor. The Note
has an original principal amount of US$
| 30 |
For
the above-mentioned convertible promissory notes issued, interest accrues on the outstanding balance of these notes at
As
of March 31, 2022, the Company received principal in full from the Investor. For the nine
months ended March 31, 2022, a total of US$
As
of March 31, 2022, shares of the Company’s common stock totaling were issued
by the Company to the Investor equaling principal and interests amounted to US$
NOTE 16 - TAXES
(a) Corporate Income Taxes
The Company is subject to income taxes on an entity basis on income arising in or derived from the location in which each entity is domiciled.
Shineco
is incorporated in the United States and has no operating activities. Tenet-Jove and the VIEs are governed by the Income Tax Laws
of the PRC, and are currently subject to tax at a statutory rate of
On
December 22, 2017, The Act was enacted. The Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign
subsidiaries, and future foreign earnings are subject to U.S. taxation. The change in rate has caused the Company to re-measure its income
tax liability and record an estimated income tax expense of US$
| 31 |
i) The components of the income tax expenses were as follows:
| For the nine months ended March 31, | For the three months ended March 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| Current income tax benefit | $ | ( | ) | $ | - | $ | ( | ) | $ | ( | ) | |||||
| Deferred income tax provision | - | - | - | - | ||||||||||||
| Total income tax benefit | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
| Less: income tax benefit, held for discontinued operations | - | - | - | ( | ) | |||||||||||
| Income tax benefit, held for continuing operations | $ | ( | ) | $ | $ | ( | ) | $ | ( | ) | ||||||
March 31, 2022 | June 30, 2021 | |||||||
| Deferred tax assets: | ||||||||
| Allowance for doubtful accounts | $ | $ | ||||||
| Inventory reserve | ||||||||
| Net operating loss carry-forwards | ||||||||
| Total | ||||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Total deferred tax assets | - | - | ||||||
| Deferred tax liability: | ||||||||
| Distribution rights | ( | ) | ( | ) | ||||
| Total deferred tax liability | ( | ) | ( | ) | ||||
| Deferred tax liability, net | ( | ) | ( | ) | ||||
| Less: deferred tax liability, net, held for discontinued operations | - | - | ||||||
| Deferred tax liability, net, held for continuing operations | $ | ( | ) | $ | ( | ) | ||
Movement of the valuation allowance:
March 31, 2022 | June 30, 2021 | |||||||
| Beginning balance | $ | $ | ||||||
| Current year/period addition | ||||||||
| Exchange difference | ||||||||
| Ending balance | ||||||||
| Less: valuation allowance, held for discontinued operations | ( | ) | ||||||
| Valuation allowance, held for continuing operations | $ | $ | ||||||
| 32 |
(b) Value-Added Tax
The
Company is subject to a VAT for selling merchandise.
In
the event that the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax office has the right
to assess a penalty based on the amount of the taxes which are determined to be late or deficient, and the penalty will be expensed in
the period if and when a determination is made by the tax authorities. There were
(c) Taxes Payable
Taxes payable consisted of the following:
March 31, 2022 | June 30, 2021 | |||||||
| Income tax payable | $ | $ | ||||||
| Value added tax payable | ||||||||
| Business tax and other taxes payable | ||||||||
| Total tax payable | ||||||||
| Less: tax payable, held for discontinued operations | - | ( | ) | |||||
| Tax payable, held for continuing operations | $ | $ | ||||||
| Income tax payable - current portion | $ | $ | ||||||
| Less: income tax payable - current portion, held for discontinued operations | - | ( | ) | |||||
| Income tax payable - current portion, held for continuing operations | $ | $ | ||||||
| Income tax payable - noncurrent portion | $ | $ | ||||||
| Less: income tax payable - noncurrent portion, held for discontinued operations | - | - | ||||||
| Income tax payable - noncurrent portion, held for continuing operations | $ | $ | ||||||
| 33 |
NOTE 17 - STOCKHOLDERS’ EQUITY
Initial Public Offering
On
September 28, 2016, the Company completed its initial public offering of shares of common stock at a price of US$ per share
for gross proceeds of US$
Statutory Reserve
The Company is required to make appropriations to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”).
Appropriations
to the statutory surplus reserve are required to be at least
On
September 3, 2019, the Company granted restricted shares of common stock to its employees as compensation cost for awards. The
fair value of the restricted shares was US$
On
September 5, 2019, the Company entered into a securities purchase agreement with select investors whereby the Company agreed to sell,
and the investors agreed to purchase, up to shares of common stock at a purchase price of US$ per Share. The Company received
net proceeds of US$
On
July 10, 2020, the Company’s stockholders approved a
On
December 10, 2020, the Company entered into a securities purchase agreement with select investors whereby the Company agreed to sell,
and the investors agreed to purchase, up to shares of common stock at a purchase price of US$ per share. The Company received
net proceeds of US$
On
January 27, 2021, the Company issued shares of common stock to three investors at a price of US$ per share. The Company received
net proceeds of US$
| 34 |
On
April 10, 2021, the Company issued shares of common stock to selected investors at a price of US$ per share. The Company
received net proceeds of US$
On
December 6, 2021, the Company entered into a securities purchase agreement with GHS
Investments, LLC (“GHS”). Under the Purchase Agreement, the Company sold GHS shares of its common stock at a per
share purchase price of $ for gross proceeds of $
NOTE 18 - CONCENTRATIONS AND RISKS
The
Company maintains principally all bank accounts in the PRC. The cash balance held in the PRC bank accounts from the continuing operations
was US$
During
the nine and three months ended March 31, 2022 and 2021, almost
For
the nine months ended March 31, 2022, five customers accounted for approximately
For
the nine months ended March 31, 2021, three customers accounted for approximately
For the nine months ended March 31, 2022, one vendor accounted for approximately % of the Company’s total purchases from the continuing operations. For the three months ended March 31, 2022, two vendors accounted for approximately % and % of the Company’s total purchases from the continuing operations, respectively.
| 35 |
For the nine months ended March 31, 2021, one vendor accounted for approximately % of the Company’s total purchases from the continuing operations, respectively. For the three months ended March 31, 2021, two vendors accounted for approximately % and % of the Company’s total purchases from the continuing operations, respectively. For the nine months ended March 31, 2021, six vendors accounted for approximately % of the Company’s total purchases from the discontinued operations, respectively. For the three months ended March 31, 2021, six vendors accounted for approximately % of the Company’s total purchases from the discontinued operations, respectively.
NOTE 19 - COMMITMENTS AND CONTINGENCIES
Legal Contingencies
On
May 16, 2017, Bonwick Capital Partners, LLC (the “Plaintiff”) commenced a lawsuit (Case No. 1:17-cv-03681-PGG) against the
Company in the United States District Court for the Southern District of New York. Plaintiff alleged that the Company entered into an
agreement with the Plaintiff, pursuant to which the Plaintiff was to provide the Company with financial advisory services in connection
with the Company’s initial public offering in the United States. The Plaintiff alleged that the Company breached the Agreement
and seek money damages up to US$
On
May 16, 2017, Mrs. Guiqin Li (the “Plaintiff”) commenced a lawsuit against the Company in the People’s Court of Chongqing
Pilot Free Trade Zone of China. Plaintiff alleged that due to the misguidance given by the Company’s security trading department,
the Plaintiff did not manage to complete the sales of the Company’s common stock on the day of the Company’s initial public
offering in the United States. As the price of the Company’s common stock continued falling after initial public offering, the
Plaintiff incurred losses and hence seek money damages against the Company. Based on the judgment of the first trail, the Company required
to pay the Plaintiff a settlement payment, including the money compensation, interests and other legal fees. As of March
31, 2022, the Company accrued a total sum of US$
On
November 26, 2021, the Company filed a complaint in the Supreme Court of the State of New York, New York County against Lei Zhang and
Yan Li, as defendants, and Transhare Corporation, as a nominal defendant, asserting that defendants had not paid for restricted shares
of the Company stock pursuant to stock purchase agreements they executed with the Company. In December, defendants filed an answer and
counterclaim against the Company, which they amended on January 27, 2022 after the Company moved to dismiss their counterclaims. They
claimed that the Company made false and materially misleading statements, specifically regarding the sale of the shares and the removal
of their restrictive legends. Defendants seek a declaratory judgment, indemnification, and money damages of at least $
| 36 |
NOTE 20 - SEGMENT REPORTING
ASC 280, “Segment Reporting,” establishes standards for reporting information about operating segments on a basis consistent with the Group’s internal organizational management structure as well as information about geographical areas, business segments, and major customers in for details on the Group’s business segments.
The
Company’s chief operating decision maker has been identified as the Chief Executive Officer who reviews the financial information
of separate operating segments when making decisions about allocating resources and assessing performance of the Group. Based on management’s
assessment, the Company has determined that it has
| ● | Developing, manufacturing, and distributing of specialized fabrics, textile products, and other by-products derived from an indigenous Chinese plant called Apocynum Venetum, commonly known as “Bluish Dogbane” or known in Chinese as “Luobuma” (referred to herein as Luobuma): |
| The operating companies of this segment, namely Tenet-Jove and Tenet Huatai, specialize in Luobuma growing, development and manufacturing of relevant products, as well as purchasing Luobuma raw materials processing. | |
| This segment’s operations are focused in the north region of Mainland China, mostly carried out in Beijing, Tianjin, and Xinjiang. | |
| ● | Processing and distributing of traditional Chinese medicinal herbal products as well as other pharmaceutical products (“Herbal products”): |
| The operating companies of this segment, namely AnKang Longevity Group and its subsidiaries, which are reclassified as discontinued operations, process more than 600 kinds of Chinese medicinal herbal products with an established domestic sales and distribution network. | |
| Ankang Longevity Group is also engaged in the retail pharmacy business and the operating revenue, which is not material, is also included in this segment. | |
| ● | Planting, processing, and distributing of green and organic agricultural produce as well as growing and cultivating of Chinese Yew trees (“Other agricultural products”): |
The operating companies of this segment, the Zhisheng VIEs, are engaged in the business of growing and distributing green and organic vegetables and fruits as well as providing logistics services for distributing agricultural products. This segment has been focusing its efforts on the growing and cultivating of Chinese yew trees (formally known as “taxus media”), a small evergreen tree whose branches can be used for the production of medications believed to be anti-cancer and the tree itself can be used as an ornamental indoor bonsai tree, which are known to have the effect of purifying air quality. The operations of this segment are located in the East and North regions of Mainland China, mostly carried out in Shandong Province and in Beijing, where the Zhisheng VIEs have newly developed over 100 acres of modern greenhouses for cultivating yew trees and other plants.
The other operating companies of this segment, Guangyuan, is engaged in the business of landscaping, afforestation, road greening, scenic greening, garden engineering, landscaping construction, and green afforestation, especially in planting fast-growing bamboo willows and scenic greening trees. The operations of this segment are located in the North regions of Mainland China, mostly carried out in Shanxi Province, where Guangyuan has developed over 350 acres of farmland for cultivating bamboo willows and other plants.
| 37 |
The following table presents summarized information by segment for the nine months ended March 31, 2022:
| For the nine months ended March 31, 2022 | ||||||||||||||||||||
| Continuing Operations | Discontinued Operations | |||||||||||||||||||
| Luobuma | Other agricultural | Herbal | ||||||||||||||||||
| products | products | Total | products | Total | ||||||||||||||||
| Segment revenue | $ | $ | $ | $ | - | $ | ||||||||||||||
| Cost of revenue and related business and sales tax | ||||||||||||||||||||
| Gross loss | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross loss % | ( | )% | ( | )% | ( | )% | ( | )% | ||||||||||||
The following table presents summarized information by segment for the nine months ended March 31, 2021:
| For the nine months ended March 31, 2021 | ||||||||||||||||||||
| Continuing Operations | Discontinued Operations | |||||||||||||||||||
| Luobuma | Other agricultural | Herbal | ||||||||||||||||||
| products | products | Total | products | Total | ||||||||||||||||
| Segment revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenue and related business and sales tax | ||||||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross profit (loss) % | ( | )% | ( | )% | ( | )% | % | ( | )% | |||||||||||
The following table presents summarized information by segment for the three months ended March 31, 2022:
| For the three months ended March 31, 2022 | ||||||||||||||||||||
| Continuing Operations | Discontinued Operations | |||||||||||||||||||
| Luobuma | Other agricultural | Herbal | ||||||||||||||||||
| products | products | Total | products | Total | ||||||||||||||||
| Segment revenue | $ | $ | $ | $ | - | $ | ||||||||||||||
| Cost of revenue and related business and sales tax | ||||||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ||||||||||||||
| Gross profit (loss) % | % | ( | )% | ( | )% | ( | )% | |||||||||||||
| 38 |
The following table presents summarized information by segment for the three months ended March 31, 2021:
| For the three months ended March 31, 2021 | ||||||||||||||||||||
| Continuing Operations | Discontinued Operations | |||||||||||||||||||
| Luobuma | Other agricultural | Herbal | ||||||||||||||||||
| products | products | Total | products | Total | ||||||||||||||||
| Segment revenue | $ | $ | $ | $ | $ | |||||||||||||||
| Cost of revenue and related business and sales tax | ||||||||||||||||||||
| Gross profit (loss) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||
| Gross profit (loss) % | ( | )% | ( | )% | ( | )% | % | ( | )% | |||||||||||
Total assets as of March 31, 2022 and June 30, 2021 were as follows:
March 31, 2022 | June 30, 2021 | |||||||
| Luobuma products | $ | $ | ||||||
| Other agricultural products | ||||||||
| Herbal products | - | |||||||
| Total assets | ||||||||
| Less: total assets held for discontinued operations | - | ( | ) | |||||
| Total assets, held for continuing operations | $ | $ | ||||||
NOTE 21 - DISCONTINUED OPERATIONS
On June 8, 2021, Tenet-Jove entered into a Restructuring Agreement (the “Restructuring Agreement”) with the following parties:
| ● | Ankang Longevity, a company incorporated under the laws of the People’s Republic of China (the “PRC”); | |
| ● | Mr. Jiping Chen, who is
a minority shareholder of the Company and holds | |
| ● | Yushe County Guangyuan Forest Development Co., Ltd., a company incorporated under the laws of the PRC (“Guangyuan”); and | |
| ● | Mr. Baolin Li, who is a
minority shareholder of the Company and holds |
Pursuant
to the terms of the Restructuring Agreement, (i) the Company transferred all of its rights and interests in Ankang Longevity to the Guangyuan
Shareholders in exchange for the control of
| 39 |
After signing of the Restructuring Agreement, the Company and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021. Afterwards, with the completion of all other follow-ups works, on August 16, 2021, the Company, through its subsidiary Tenet-Jove, completed the previously announced acquisition pursuant to the Restructuring Agreement dated June 8, 2021. The management determined that July 5, 2021 was the disposal date of Ankang.
In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes benefit, shall be reported as a component of net loss separate from the net loss of continuing operations in accordance with ASC 205-20-45. The assets and liabilities of the entities of Ankang Longevity have been reclassified as “assets of discontinued operations” and “liabilities of discontinued operations” within current and non-current assets and liabilities, respectively, on the unaudited condensed consolidated balance sheets as of March 31, 2022 and June 30, 2021. The results of operations of Ankang Longevity have been reclassified to “net loss from discontinued operations” in the unaudited condensed consolidated statements of loss and comprehensive loss for the nine and three months ended March 31, 2022 and 2021.
The carrying amount of the major classes of assets and liabilities of discontinued operations as of March 31, 2022 and June 30, 2021 consist of the following:
March 31, 2022 | June 30, 2021 | |||||||
| Assets of discontinued operation: | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Accounts receivables | - | |||||||
| Inventories, net | - | |||||||
| Advances to suppliers, net | - | |||||||
| Other current assets | - | |||||||
| Total current assets of discontinued operation | - | |||||||
| Property and equipment, net | - | |||||||
| Land use right, net of accumulated amortization | - | |||||||
| Investments | - | - | ||||||
| Long-term deposit and other noncurrent assets | - | |||||||
| Total assets of discontinued operation | $ | $ | ||||||
| Liabilities of discontinued operation: | ||||||||
| Current liabilities: | ||||||||
| Short-term loans | $ | $ | ||||||
| Accounts payable | - | |||||||
| Other payables and accrued expenses | - | |||||||
| Taxes payable | - | |||||||
| Total liabilities of discontinued operation | $ | $ | ||||||
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The summarized operating result of discontinued operations included in the Company’s consolidated statements of operations consist of the following:
For the Nine Months Ended March 31, | For the Three Months Ended March 31, | |||||||||||||||
| 2022 | 2021 | 2022 | 2021 | |||||||||||||
| REVENUE | $ | $ | $ | - | $ | |||||||||||
| COST OF REVENUE | ||||||||||||||||
| Cost of product and services | - | - | ||||||||||||||
| Business and sales related tax | - | - | ||||||||||||||
| Total cost of revenue | - | - | ||||||||||||||
| GROSS PROFIT | - | - | ||||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative expenses | - | - | ||||||||||||||
| Selling expenses | - | - | ||||||||||||||
| Total operating expenses | - | - | ||||||||||||||
| LOSS FROM OPERATIONS | - | ( | ) | - | ( | ) | ||||||||||
| OTHER EXPENSE | ||||||||||||||||
| Loss from equity method investments | - | ( | ) | - | ( | ) | ||||||||||
| Other expense, net | - | ( | ) | - | ( | ) | ||||||||||
| Interest expense net | - | ( | ) | - | ( | ) | ||||||||||
| Total other expense | - | ( | ) | - | ( | ) | ||||||||||
| LOSS BEFORE PROVISION FOR INCOME TAXES FROM DISCONTINUED OPERATIONS | - | ( | ) | - | ( | ) | ||||||||||
| BENEFIT FOR INCOME TAXES FROM DISCONTINUED OPERATIONS | - | - | - | ( | ) | |||||||||||
| NET LOSS FROM DISCONTINUED OPERATIONS FROM ANKANG GROUP | - | ( | ) | - | ( | ) | ||||||||||
| LOSS ON DISPOSAL OF DISCONTINUED OPERATIONS | ( | ) | - | - | - | |||||||||||
| NET LOSS FROM DISCONTINUED OPERATIONS | ( | ) | ( | ) | - | ( | ) | |||||||||
| Net loss attributable to non-controlling interest | - | ( | ) | - | ( | ) | ||||||||||
| NET LOSS FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO SHINECO, INC. | $ | ( | ) | $ | ( | ) | $ | $ | ( | ) | ||||||
NOTE 22 - SUBSEQUENT EVENTS
On
April 11, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Jing Wang (the “Investor”).
Under the Purchase Agreement, the Company will sell to the Investor, up to shares (the “Shares”) of its common stock
at a per share purchase price of $ (subject to the terms and conditions of the Purchase Agreement) for gross proceeds of up to $
These unaudited condensed consolidated financial statements were approved by management and available for issuance on May 16, 2022, and the Company has evaluated subsequent events through this date. No subsequent events required adjustments to or disclosure in these unaudited condensed consolidated financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS
Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “believe,” “intend,” “may,” “should,” “will,” “could,” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties, and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.
Examples of forward-looking statements include:
| ● | the timing of the development of future products; | |
| ● | projections of revenue, earnings, capital structure, and other financial items; | |
| ● | local, regional, national, and global Luobuma and herbal medicines price fluctuations; | |
| ● | statements of our plans and objectives, including those that relate to our proposed expansions and the effect such expansions may have on our revenue; | |
| ● | statements regarding the capabilities of our business operations; | |
| ● | statements of expected future economic performance; | |
| ● | the impact of the COVID-19 outbreak; | |
| ● | statements regarding competition in our market; and | |
| ● | assumptions underlying statements regarding us or our business. |
The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under the heading “Risk Factors” in our annual report on Form 10-K for the fiscal year ended June 30, 2021 filed with the SEC on September 30, 2021 (the “Annual Report”). Many factors could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Consequently, you should not place undue reliance on these forward-looking statements.
The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Nonetheless, we reserve the right to make such updates from time to time by press release, periodic report, or other method of public disclosure without the need for specific reference to this Quarterly Report. No such update shall be deemed to indicate that other statements not addressed by such update is incorrect or create an obligation to provide any other updates.
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The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report. All monetary figures are presented in U.S. dollars, unless otherwise indicated.
General Overview
Shineco, Inc. is a holding company incorporated in Delaware. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our operating entities established in the People’s Republic of China, or the PRC, primarily our variable interest entities (the “VIEs”). We do not have any equity ownership of our VIEs, instead we control and receive the economic benefits of our VIEs’ business operations through certain contractual arrangements. Our common stock that currently listed on the Nasdaq Capital Markets are shares of our Delaware holding company that maintains service agreements with the associated operating companies. The Chinese regulatory authorities could disallow our structure, which could result in a material change in our operations and the value of our securities could decline or become worthless.
We use our subsidiaries and the VIEs’ vertically and horizontally integrated production, distribution, and sales channels to provide health and well-being focused plant-based products. Our products are only sold domestically in China. We utilize modern engineering technologies and biotechnologies to produce, among other products, Chinese herbal medicines, organic agricultural produce, and specialized textiles. Our health and well-being focused plant-based products business is divided into three major segments:
Processing and distributing traditional Chinese herbal medicine products as well as other pharmaceutical products - This segment is conducted through Ankang Longevity Pharmaceutical (Group) Co., Ltd. (“Ankang Longevity Group”), a Chinese company formerly under contractual control by the Company which operates 66 cooperative retail pharmacies throughout Ankang, a city in southern Shaanxi province, China, through which we sell directly to individual customers traditional Chinese medicinal products produced by us as well as by third parties. Ankang Longevity Group also owns a factory specializing in decoction, which is the process by which solid materials are heated or boiled in order to extract liquids, and distributes decoction products to wholesalers and pharmaceutical companies around China.
On June 8, 2021, Tenet-Jove entered into a Restructuring Agreement with various parties. Pursuant to the terms of the Restructuring Agreement, (i) the Company transferred all of its rights and interests in Ankang Longevity to Yushe County Guangyuan Forest Development Co., Ltd. (“Guangyuan”)’s Shareholders in exchange for the control of 100% of equity interests in Guangyuan, which composes of one group of similar identifiable assets; (ii) Tenet-Jove entered a Termination Agreement with Ankang Longevity and the Ankang Shareholders; (iii) as a consideration to the Restructuring Agreement and based on a valuation report on the equity interests of Guangyuan issued by an independent third party, Tenet-Jove relinquished all of its rights and interests in Ankang Longevity and transferred those rights and interests to the Guangyuan Shareholders; and (iv) Guangyuan and the Guangyuan Shareholders entered into a series of variable interest entity agreements with Tenet-Jove. After signing of the Restructuring Agreement, the Company and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021. Afterwards, with the completion of all other follow-ups works, on August 16, 2021, the Company, through its subsidiary Tenet-Jove, completed the previously announced acquisition pursuant to the Restructuring Agreement dated June 8, 2021. The management determined that July 5, 2021 was the disposal date of Ankang. The assets and liabilities of the entities of Ankang Longevity have been reclassified as “assets of discontinued operations” and “liabilities of discontinued operations” within current and non-current assets and liabilities, respectively, on the unaudited condensed consolidated balance sheets as of March 31, 2022 and June 30, 2021. The results of operations of Ankang Longevity have been reclassified to “net loss from discontinued operations” in the unaudited condensed consolidated statements of loss and comprehensive loss for the nine and three months ended March 31, 2022 and 2021.
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Processing and distributing green and organic agricultural produce as well as growing and cultivating yew trees (taxus media) - We currently cultivate and sell yew mainly to group and corporate customers, but do not currently process yew into Chinese or Western medicines. This segment is conducted through our VIEs: Shineco Zhisheng (Beijing) Bio-Technology Co. (“Zhisheng Bio-Tech”), Yantai Zhisheng International Freight Forwarding Co., Ltd (“Zhisheng Freight”), Yantai Zhisheng International Trade Co., Ltd (“Zhisheng Trade”), and Qingdao Zhihesheng Agricultural Produce Services, Ltd (“Qingdao Zhihesheng”) (collectively, the “Zhisheng VIEs”). Meanwhile, we entered the market of planting fast-growing bamboo willows and scenic greening trees through we newly acquired VIE, Yushe County Guangyuan Forest Development Co., Ltd. (“Guangyuan”). The operations of this segment are located in the North regions of Mainland China, mostly carried out in Shanxi Province.
Developing and distributing specialized fabrics, textiles, and other byproducts derived from an indigenous Chinese plant Apocynum Venetum, grown in the Xinjiang region of China, and known in Chinese as “Luobuma” or “bluish dogbane” - Our Luobuma products are specialized textile and health supplement products designed to incorporate traditional Eastern medicines with modern scientific methods. These products are predicated on centuries-old traditions of Eastern herbal remedies derived from the Luobuma raw material. This segment is channeled through our directly-owned subsidiary, Beijing Tenet-Jove Technological Development Co., Ltd. (“Tenet-Jove”), and its 90% subsidiary Tianjin Tenet Huatai Technological Development Co., Ltd. (“Tenet Huatai”).
Financing Activities
On June 16, 2021, the Company entered into a securities purchase agreement pursuant to which the Company issued an unsecured convertible promissory note with a one-year maturity term to an institutional accredited investor, Streeterville Capital, LLC (“Investor”). The note had an original principal amount of US$3,170,000 and Investor gave consideration of US$3.0 million, reflecting original issue discount of US$150,000 and Investor’s legal fee of US$20,000. Interest accrues on the outstanding balance of the note at 6% per annum. The Company anticipates using the proceeds for general working capital purposes. The Company has received the principal in full from the Investor. As of March 31, 2022, no share of the Company’s common stock under this agreement was issued by the Company to the Investor, and the Notes balance was US$3,267,745, with a carrying value of US$3,319,034, net of deferred financing costs of US$51,289 was recorded in the accompanying unaudited condensed consolidated balance sheets.
On July 16, 2021, the Company entered into another securities purchase agreement with the Investor, pursuant to which the Company issued the Investor two unsecured convertible promissory notes each with a one-year maturity term. The first convertible promissory note had an original principal amount of US$3,170,000 and the Investor gave consideration of US$3.0 million, reflecting original issue discount of US$150,000 and Investor’s legal fee of US$20,000. The second convertible promissory note has the original principal amount of US$4,200,000 and Investor gave consideration of US$4.0 million, reflecting original issue discount of US$200,000. Interest accrues on the outstanding balance of the Notes at 6% per annum. The Company has received the principal in full from the Investor. As of March 31, 2022, shares of the Company’s common stock totaling 1,695,877 were issued by the Company to the Investor equaling principal and interests amounted to US$7,250,000, and the Notes balance was US$214,892, with a carrying value of US$219,277, net of deferred financing costs of US$4,385 was recorded in the accompanying unaudited condensed consolidated balance sheets.
On August 19, 2021, the Company entered into another securities purchase agreement with the Investor, pursuant to which the Company issued the Investor an unsecured convertible promissory note with a one-year maturity term. The note has an original principal amount of US$10,520,000 and Investor gave consideration of US$10.0 million, reflecting original issue discount of US$500,000 and Investor’s legal fee of US$20,000. Interest accrues on the outstanding balance of the note at 6% per annum. The Company has received the principal in full from the Investor. The Company anticipates using the proceeds for general working capital purposes. As of March 31, 2022, no share of the Company’s common stock under this agreement was issued by the Company to the Investor, and the Notes balance was US$10,610,116, with a carrying value of US$10,900,449, net of deferred financing costs of US$290,333 was recorded in the accompanying unaudited condensed consolidated balance sheets.
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On April 11, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with Jing Wang (the “Investor”). Under the Purchase Agreement, the Company will sell to the Investor, up to 973,451 shares (the “Shares”) of its common stock at a per share purchase price of $2.26 (subject to the terms and conditions of the Purchase Agreement) for gross proceeds of up to $2,200,000 which were fully received, and the Shares were issued to the Investor on April 18, 2022.
Factors Affecting Financial Performance
We believe that the following factors will affect our financial performance:
Increasing demand for our products – We believe that the increasing demand for our agricultural products will have a positive impact on our financial position. We plan to develop new products and expand our distribution network as well as to grow our business through possible mergers and acquisitions of similar or synergetic businesses, all aimed at increasing awareness of our brand, developing customer loyalty, meeting customer demands in various markets and providing solid foundations for our growth. As of the date of this Quarterly Report, however, we do not have any agreements, undertakings or understandings to acquire any such entities and there can be no guarantee that we ever will.
Maintaining effective control of our costs and expenses - Successful cost control depends upon our ability to obtain and maintain adequate material supplies as required by our operations at competitive prices. We will focus on improving our long-term cost control strategies including establishing long-term alliances with certain suppliers to ensure adequate supply is maintained. We will carry forward the economies of scale and advantages from our nationwide distribution network and diversified offerings. Moreover, we will step up our efforts in higher value-added products of Luobuma by using an exclusive and patented technology, to optimize quality management, procurement processes and cost control, and give full play to the strong production capacity and trustworthy sales teams to maximize our profit and bring better long-term return for our stockholders.
Economic and Political Risks
Our operations are conducted primarily in the PRC and subject to special considerations and significant risks not typically associated with companies operating in North America and/or Western Europe. These include risks with, among others, the political, economic and legal environment and foreign currency exchange. Our results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversions, remittances abroad, and rates and methods of taxation, among other things.
COVID-19 Impact
The COVID-19 outbreak has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended to control the spread of the virus. In accordance with the epidemic control measures imposed by the local governments related to COVID-19, our offices and retail stores remained closed or had limited business operations after the Chinese New Year holiday until early April 2020. In addition, COVID-19 had caused severe disruptions in transportation, limited access to our facilities and limited support from workforce employed in our operations, and as a result, we experienced delays or the inability to delivery our products to customers on a timely basis. Further, some of our customers or suppliers experienced financial distress, delayed or defaults on payment, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. Any decreased collectability of accounts receivable, delayed raw materials supply, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. Wider-spread COVID-19 in China and globally could prolong the deterioration in economic conditions and could cause decreases in or delays in spending and reduce and/or negatively impact our short-term ability to grow our revenue.
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As of the date of this report, due to the recent resurgence of COVID-19 cases in China, our headquarter in Beijing was closed down on April 25, 2022 and is expected to resume its business in early June 2022. Meanwhile, the business of our subsidiaries and VIEs was also negatively affected during this period, including but not limited to the execution of our sales contract and fulfillment of customer orders and the collection of the payments from customers in a timely manner. The resurgence of COVID-19 impact on our operating results and financial performance seems to be temporary, we will continue to monitor and modify the operating strategies in response to the COVID-19. The extent of the future impact of COVID-19 is still highly uncertain and cannot be predicted as of the date our unaudited condensed consolidated financial statements are released .
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period. Critical accounting policies are those accounting policies that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies used in the preparation of our unaudited condensed consolidated financial statements require significant judgments and estimates. For additional information relating to these and other accounting policies, see Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Report.
Consolidation of Variable Interest Entities
VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-making ability. All VIEs and their subsidiaries with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.
Use of Estimates
Significant estimates required to be made by management include, but are not limited to, useful lives of property and equipment, and intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable, advances to suppliers, deferred taxes and inventory reserves. Actual results could differ from those estimates.
Accounts Receivable, Net
Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as necessary. We review the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, we consider many factors, including the age of the balance, the customers’ historical payment history, their current credit-worthiness and current economic trends. The fair value of long-term receivables is determined using a present value technique by discounting the future expected contractual cash flows using current rates at which similar instruments would be issued at the measurement date. As of March 31, 2022 and June 30, 2021, the allowance for doubtful accounts from the continuing operations was US$7,038,542 and US$5,959,887, respectively. As of March 31, 2022 and June 30, 2021, the allowance for doubtful accounts from the discontinued operations was US$ nil and US$3,675,619, respectively. Accounts are written off against the allowance after efforts at collection prove unsuccessful.
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Inventories, Net
Inventories, which are stated at the lower of cost or net realizable value, consist of raw materials, work-in-progress, and finished goods related to our products. Cost is determined using the first in first out method. Agricultural products that we farm are recorded at cost, which includes direct costs such as seed selection, fertilizer, labor cost, and contract fees that are spent in growing agricultural products on the leased farmland, and indirect costs such as amortization of prepayments of farmland leases and farmland development costs. All the costs are accumulated until the time of harvest and then allocated to the harvested crops costs when they are sold. We periodically evaluate our inventory and records an inventory reserve for certain inventories that may not be saleable or whose cost exceeds net realizable value. As of March 31, 2022 and June 30, 2021, the inventory reserve from the continuing operations was US$1,332,435 and US$1,229,158, respectively. As of March 31, 2022 and June 30, 2021, the inventory reserve from the discontinued operations were both US$ nil.
Revenue Recognition
We previously recognized revenue from sales of Luobuma products, Chinese medicinal herbal products, and agricultural products, as well as providing logistic services and other processing services to external customers. We recognized revenue when all of the following have occurred: (i) there was persuasive evidence of an arrangement with a customer; (ii) delivery had occurred or services had been rendered; (iii) the sales price was fixed or determinable; and (iv) our collection of such fees was reasonably assured. These criteria, as related to our revenue, were considered to have been met as follows:
Sales of products: We recognized revenue from the sale of products when the goods were delivered and title to the goods passed to the customer provided that there were no uncertainties regarding customer acceptance; persuasive evidence of an arrangement existed; the sales price was fixed or determinable; and collectability was deemed probable.
Revenue from provision of services: Revenue from international freight forwarding, domestic air, and overland freight forwarding services was recognized upon the performance of services as stipulated in the underlying contract or when commodities were being released from the customer’s warehouse; the service price was fixed or determinable; and collectability was deemed probable.
With the adoption of ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when all of the following five steps are met: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; (v) recognize revenue when (or as) each performance obligation is satisfied. We adopted the new revenue standard beginning July 1, 2018, and adopted a modified retrospective approach upon adoption. We believe that our previous revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASC 606. Potential adjustments to input measures are not expected to be pervasive to the majority of our contracts. There is no significant impact upon adoption of the new guidance.
Fair Value of Financial Instruments
We follow the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.
Level 2 applies to assets or liabilities for which there are inputs, other than quoted prices in level, that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
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Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the asset or liability.
The carrying value of financial instruments included in current assets and liabilities approximate their fair values because of the short-term nature of these instruments.
Results of Operations for the Nine Months Ended March 31, 2022 and 2021
Overview
The following table summarizes our results of operations for the nine months ended March 31, 2022 and 2021:
Nine Months Ended March 31, | Variance | |||||||||||||||
| 2022 | 2021 | Amount | % | |||||||||||||
| Revenue | $ | 1,980,426 | $ | 2,435,438 | $ | (455,012 | ) | (18.68 | )% | |||||||
| Cost of revenue | 3,764,404 | 6,158,418 | (2,394,014 | ) | (38.87 | )% | ||||||||||
| Gross loss | (1,783,978 | ) | (3,722,980 | ) | 1,939,002 | (52.08 | )% | |||||||||
| General and administrative expenses | 12,724,864 | 6,615,282 | 6,109,582 | 92.36 | % | |||||||||||
| Selling expenses | 34,376 | 34,106 | 270 | 0.79 | % | |||||||||||
| Impairment loss of distribution rights | 1,140,551 | - | 1,140,551 | 100.00 | % | |||||||||||
| Loss from operations | (15,683,769 | ) | (10,372,368 | ) | (5,311,401 | ) | 51.21 | % | ||||||||
| Impairment loss on an unconsolidated entity | (149,790 | ) | - | (149,790 | ) | 100.00 | % | |||||||||
| Loss from equity method investments | (156,235 | ) | - | (156,235 | ) | 100.00 | % | |||||||||
| Other income (loss), net | (5,731 | ) | 87,883 | (93,614 | ) | (106.52 | )% | |||||||||
| Amortization of debt issuance costs | (1,142,215 | ) | - | (1,142,215 | ) | 100.00 | % | |||||||||
| Interest income, net | 232,644 | 20,057 | 212,587 | 1,059.91 | % | |||||||||||
| Loss before income tax provision from continuing operations | (16,905,096 | ) | (10,264,428 | ) | (6,640,668 | ) | 64.70 | % | ||||||||
| Benefit for income taxes | (6,507 | ) | - | (6,507 | ) | 100.00 | % | |||||||||
| Net loss from continuing operations | (16,898,589 | ) | (10,264,428 | ) | (6,634,161 | ) | 64.63 | % | ||||||||
| Net loss from discontinued operations | (3,135,237 | ) | (12,051,832 | ) | 8,916,595 | (73.99 | )% | |||||||||
| Net loss | $ | (20,033,826 | ) | $ | (22,316,260 | ) | $ | 2,282,434 | (10.23 | )% | ||||||
| Comprehensive loss attributable to Shineco Inc. | $ | (19,060,297 | ) | $ | (16,751,239 | ) | $ | (2,309,058 | ) | 13.78 | % | |||||
Revenue
Currently, we, through our PRC subsidiaries and VIEs, have two revenue streams derived from our two major business segments from continuing operations. First, developing, manufacturing, and distributing specialized fabrics, textiles, and other by-products derived from an indigenous Chinese plant Apocynum Venetum, known in Chinese as “Luobuma” or “Bluish Dogbane,” as well as Luoboma raw materials processing; this segment is channeled through our wholly owned subsidiary, Tenet-Jove. Second, planting, processing and distributing green and organic agricultural produce, growing and cultivation of yew trees, as well as planting fast-growing bamboo willows and scenic greening trees; this segment is conducted through the Zhisheng VIEs and Guangyuan. For the business segment, that processing and distributing traditional Chinese medicinal herbal products as well as other pharmaceutical products; this segment is conducted via our VIE, Ankang Longevity Group and its subsidiaries, which was disposed and we have reclassified it as discontinued operations.
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The following table sets forth the breakdown of our revenue for each of the two segments from the continuing operations, for the nine months ended March 31, 2022 and 2021, respectively:
Nine Months Ended March 31, | Variance | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| Luobuma products | $ | 43,289 | 2.19 | % | $ | 96,477 | 3.96 | % | $ | (53,188 | ) | (55.13 | )% | |||||||||||
| Other agricultural products | 1,937,137 | 97.81 | % | 2,338,961 | 96.04 | % | (401,824 | ) | (17.18 | )% | ||||||||||||||
| Total Amount | $ | 1,980,426 | 100.00 | % | $ | 2,435,438 | 100.00 | % | $ | (455,012 | ) | (18.68 | )% | |||||||||||
For the nine months ended March 31, 2022 and 2021, revenue from sales of Luobuma products was US$ 43,289 and US$ 96,477, respectively, which represented a decrease of US$ 53,188, or 55.13%. The decrease of revenue from this segment was mainly due to the decrease in revenue from Tenet-Jove and Tenet Huatai. We did not launch any new products and reduced our resources and investments in our E-commerce distribution channel, now we mainly focused on clearing off our remaining old stocks, hence, we offered more price discounts in order to get more customer orders. As a result, our overall sales decreased during the nine months ended March 31, 2022 as compared to the same period in 2021.
For the nine months ended March 31, 2022 and 2021, revenue from sales of other agricultural products was US$ 1,937,137 and US$ 2,338,961, respectively, representing a decrease of US$ 401,824, or 17.18%. The decrease was mainly due to the decline of sales volume of yew trees during the nine months ended March 31, 2022 as compared to the same period in 2021. As our sales of yew trees were adversely affected by the COVID-19 outbreak, we modified our operating strategies in response to the pandemic. Instead of selling more unmatured yew trees, we are now cultivating more matured yew trees, which can be used to extract Taxol, a more valuable chemical substance which is used experimentally as a drug in the treatment of cancer.
Cost of Revenue and Related Tax
The following table sets forth the breakdown of the cost of revenue for each of our two segments from the continuing operations, for the nine months ended March 31, 2022 and 2021:
Nine Months Ended March 31, | Variance | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| Luobuma products | $ | 153,507 | 4.08 | % | $ | 287,613 | 4.67 | % | $ | (134,106 | ) | (46.63 | )% | |||||||||||
| Other agricultural products | 3,606,068 | 95.79 | % | 5,866,278 | 95.26 | % | (2,260,210 | ) | (38.53 | )% | ||||||||||||||
| Business and sales related tax | 4,829 | 0.13 | % | 4,527 | 0.07 | % | 302 | 6.67 | % | |||||||||||||||
| Total Amount | $ | 3,764,404 | 100.00 | % | $ | 6,158,418 | 100.00 | % | $ | (2,394,014 | ) | (38.87 | )% | |||||||||||
For the nine months ended March 31, 2022 and 2021, cost of revenue from sales of our Luobuma products was US$ 153,507 and US$ 287,613, respectively, representing a decrease of US$ 134,106, or 46.63%. The decrease was mainly due to the decreased allowance we accrued for our slow-moving inventories amounted to US$ 89,944 on our remaining old stocks during the nine months ended March 31, 2022.
For the nine months ended March 31, 2022 and 2021, cost of revenue from sales of other agricultural products was US$ 3,606,068 and US$ 5,866,278, respectively, representing a decrease of US$ 2,260,210, or 38.53%. The decrease was mainly due to less stock written off during the nine months ended March 31, 2022. Due to the continuous impact of Covid-19 in China and severe cold weather during the winter period, which resulted in the damage and death of a large number of yew trees, we wrote off a large amount of our inventory during the nine months ended March 31, 2021.
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Gross Loss
The following table sets forth the breakdown of the gross loss for each of our two segments from the continuing operations, for the nine months ended March 31, 2022 and 2021:
Nine Months Ended March 31, | Variance | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| Luobuma products | $ | (110,219 | ) | 6.18 | % | $ | (191,152 | ) | 5.13 | % | $ | 80,933 | (42.34 | )% | ||||||||||
| Other agricultural products | (1,673,759 | ) | 93.82 | % | (3,531,828 | ) | 94.87 | % | 1,858,069 | (52.61 | )% | |||||||||||||
| Total Amount | $ | (1,783,978 | ) | 100.00 | % | $ | (3,722,980 | ) | 100.00 | % | $ | 1,939,002 | (52.08 | )% | ||||||||||
Gross loss from Luobuma product sales decreased by US$ 80,933 or 42.34%, for the nine months ended March 31, 2022 as compared to the same period in 2021. The decrease was due to the decreased allowance we accrued for our slow-moving inventories during the nine months ended March 31, 2022 as mentioned above. During the nine months ended March 31, 2022, our gross loss was US$ 110,219, mainly due to the allowance we accrued for our slow-moving inventories amounting to US$ 126,685. The gross loss was also due to the reduced selling prices of our Luobuma products and we sold some of our products below their original costs, as we gave more promotion and price discounts in order to attract more customers and clear our remaining old stocks during the nine months ended March 31, 2022.
Gross loss from sales of other agricultural products decreased by US$ 1,858,069, or 52.61%, for the nine months ended March 31, 2022 as compared to the same period in 2021. During the nine months ended March 31, 2022, our gross loss was US$ 1,673,759, the decrease in gross loss was mainly due to less stock written off during the nine months ended March 31, 2022 as mentioned above.
Expenses
The following table sets forth the breakdown of our operating expenses for the nine months ended March 31, 2022 and 2021, respectively:
Nine Months Ended March 31, | Variance | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| General and administrative expenses | $ | 12,724,864 | 91.54 | % | $ | 6,615,282 | 99.49 | % | $ | 6,109,582 | 92.36 | % | ||||||||||||
| Selling expenses | 34,376 | 0.25 | % | 34,106 | 0.51 | % | 270 | 0.79 | % | |||||||||||||||
| Impairment loss of distribution rights | 1,140,551 | 8.21 | % | - | - | 1,140,551 | 100.00 | % | ||||||||||||||||
| Total Amount | $ | 13,899,791 | 100.00 | % | $ | 6,649,388 | 100.00 | % | $ | 7,250,403 | 109.04 | % | ||||||||||||
General and Administrative Expenses
For the nine months ended March 31, 2022, our general and administrative expenses were US$ 12,724,864, representing an increase of US$ 6,109,582, or 92.36%, as compared to the same period in 2021. The increase was mainly due to an increase in bad debt expenses of US$ 1,918,968 during the nine months ended March 31, 2022. Due to the COVID-19 outbreak in China, many of our customers’ businesses were adversely affected during this period, which resulted in slow collection of our receivables and utilization of our advances to vendors, and we recorded allowance according to our accounting policy based on our best estimates. Management will continue putting effort in collection of overdue receivables and utilize our advances to our vendors. Meanwhile, the increase was also due to the increased general and administrative expenses from our newly acquired VIE, Guangyuan during the nine months ended March 31, 2022. The increase was also due to increased professional service fees in relation to the Company’s issuance of common stock and convertible notes, increased compensation expenses in relation to the Company’s lawsuit, increased rental expenses as the Company leased a new office in downtown area, the impairment of the Company’s right of use assets as well as the increased salary related expenses during the nine months ended March 31, 2022.
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Impairment Loss of Distribution Rights
For the nine months ended March 31, 2022, our impairment loss of distribution right was US$ 1,140,551. We acquired distribution rights to distribute branded products of Daiso 100-yen shops through the acquisition of Tianjin Tajite. During the nine months ended March 31, 2022, the management performed evaluation on the impairment of distribution rights. Due to the lower than expected revenue and profit, and unfavorable business environment, the management fully recorded an impairment loss on distribution rights of Tianjin Tajite.
Impairment Loss on An Unconsolidated Entity
For the nine months ended March 31, 2022, our impairment loss on an unconsolidated entity was US$ 149,790. The management performed evaluation on the impairment of the investment make on Shanxi Pharmaceutical Group Yushe Pharmaceutical Development Co., Ltd., (“Yushe Pharmaceutical”) and considered it’s unlikely to obtain any investment income in the future, hence, the management fully recorded impairment loss on this investment.
Loss from Equity Method Investments
Our newly acquired VIE, Guangyuan has a 20% equity interest in Yushe Pharmaceutical, and we recorded a loss of US$ 16,153 for the nine months ended March 31, 2022 from this investment.
On August 31, 2021, we entered into a capital injection agreement with the other shareholders of Shanghai Gaojing Private Fund Management (“Gaojing Private Fund”), a Chinese private fund management company, to complete the injection of a total RMB 4.8 million (approximately US$ 0.74 million) for its 32% equity interest in Gaojing Private Fund. We recorded a loss of US$ 140,082 for the nine months ended March 31, 2022 from this investment.
Amortization of Debt Issuance Costs
For the nine months ended March 31, 2022, our amortization of debt issuance costs expenses was US$ 1,142,215, representing an increase of 100.00%, as compared to the same period in 2021. The increase in was attributable to the amortization of debt issuance costs during the nine months ended March 31, 2022 on the convertible notes issued by us.
Interest Income, Net
For the nine months ended March 31, 2022, our net interest income was US$ 232,644, representing an increase of US$ 212,587, or 1,059.91%, as compared to net interest income of US$ 20,057 in the same period in 2021. The increase was attributable to the increased interest income generated from loans to third parties and related parties, the increase was partial offset by the interest expense incurred for the convertible notes issued by us.
Net Loss from Continuing Operations
Our net loss from continuing operations was US$ 16,898,589 for the nine months ended March 31, 2022, an increase of US$ 6,634,161, or 64.63%, from net loss from continuing operations of US$ 10,264,428 for the nine months ended March 31, 2021. The increase in net loss was primarily a result of the increase in general and administrative expenses, impairment loss of distribution rights and amortization of debt issuance costs.
Net Loss from Discontinued Operations
As mentioned above, after signing of the Restructuring Agreement on June 8, 2021, we and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021, and the management determined that July 5, 2021 was the disposal date of Ankang. We had a total net loss from discontinued operations of US$ 3,135,237 for the nine months ended March 31, 2022 as compared to a total net loss from discontinued operations of US$ 12,051,832 for the same period in 2021.
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The summarized operating results of our discontinued operations included in our unaudited condensed consolidated statement of loss and comprehensive loss is as follows:
Nine Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenues | $ | - | $ | 6,761,663 | ||||
| Cost of revenues | - | 5,792,488 | ||||||
| Gross profit | - | 969,175 | ||||||
| Operating expenses | - | 7,062,542 | ||||||
| Other expenses, net | - | (5,958,465 | ) | |||||
| Loss before income tax | - | (12,051,832 | ) | |||||
| Provision for income tax expense | - | - | ||||||
| Net loss from discontinued operations | - | (12,051,832 | ) | |||||
| Loss from disposal | (3,135,237 | ) | - | |||||
| Total net loss from discontinued operations | $ | (3,135,237 | ) | $ | (12,051,832 | ) | ||
Net Loss
Our net loss was US$ 20,033,826 for the nine months ended March 31, 2022, a decrease of US$ 2,282,434 or 10.23%, from a net loss of US$ 22,316,260 for the same period in 2021. The decrease in net loss was primarily a result of the decreased net loss from discontinued operations, which partially offset by the increase net loss from continuing operations as mentioned above.
Comprehensive Loss
The comprehensive loss was US$ 19,071,477 for the nine months ended March 31, 2022, an increase of US$ 1,667,080 from a comprehensive loss of US$ 17,404,397 for the same period in 2021. After deduction of non-controlling interest, the comprehensive loss attributable to us was US$ 19,060,297 for the nine months ended March 31, 2022, compared to a comprehensive loss attributable to us in the amount of US$ 16,751,239 for the nine months ended March 31, 2021. The increase of comprehensive loss was due to the decrease in the recorded income of foreign currency translation where the financial statements denominated in RMB were translated to the USD denomination, which partially offset by the decrease in net loss as mentioned above.
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Results of Operations for the Three Months Ended March 31, 2022 and 2021
Overview
The following table summarizes our results of operations for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31, | Variance | |||||||||||||||
| 2022 | 2021 | Amount | % | |||||||||||||
| Revenue | $ | 618,094 | $ | 637,799 | $ | (19,705 | ) | (3.09 | )% | |||||||
| Cost of revenue | 1,110,836 | 1,655,470 | (544,634 | ) | (32.90 | )% | ||||||||||
| Gross loss | (492,742 | ) | (1,017,671 | ) | 524,929 | (51.58 | )% | |||||||||
| General and administrative expenses | 2,218,398 | 1,978,762 | 239,636 | 12.11 | % | |||||||||||
| Selling expenses | 16,044 | 11,170 | 4,874 | 43.63 | % | |||||||||||
| Loss from operations | (2,727,184 | ) | (3,007,603 | ) | 280,419 | (9.32 | )% | |||||||||
| Loss from equity method investment | (49,247 | ) | - | (49,247 | ) | 100.00 | % | |||||||||
| Other income (expenses), net | (7,174 | ) | 1,967 | (9,141 | ) | (464.72 | )% | |||||||||
| Amortization of debt issuance costs | (287,897 | ) | - | (287,897 | ) | 100.00 | % | |||||||||
| Interest income, net | 165,505 | 8,370 | 157,135 | 1,877.36 | % | |||||||||||
| Loss before income tax provision from continuing operations | (2,905,997 | ) | (2,997,266 | ) | 91,269 | (3.05 | )% | |||||||||
| Benefit for income taxes | (29 | ) | (4,530 | ) | 4,501 | (99.36 | )% | |||||||||
| Net loss from continuing operations | (2,905,968 | ) | (2,992,736 | ) | 86,768 | (2.90 | )% | |||||||||
| Net loss from discontinued operations | - | (4,787,017 | ) | 4,787,017 | (100.00 | )% | ||||||||||
| Net loss | $ | (2,905,968 | ) | $ | (7,779,753 | ) | $ | 4,873,785 | (62.65 | )% | ||||||
| Comprehensive loss attributable to Shineco Inc. | $ | (2,743,234 | ) | $ | (7,670,578 | ) | $ | 4,927,344 | (64.24 | )% | ||||||
Revenue
Currently, we, through our PRC subsidiaries and VIEs, have two revenue streams derived from our two major business segments from continuing operations. First, developing, manufacturing, and distributing specialized fabrics, textiles, and other by-products derived from an indigenous Chinese plant Apocynum Venetum, known in Chinese as “Luobuma” or “Bluish Dogbane,” as well as Luoboma raw materials processing; this segment is channeled through our wholly owned subsidiary, Tenet-Jove. Second, planting, processing and distributing green and organic agricultural produce, growing and cultivation of yew trees, as well as planting fast-growing bamboo willows and scenic greening trees; this segment is conducted through the Zhisheng VIEs and Guangyuan. For the business segment, that processing and distributing traditional Chinese medicinal herbal products as well as other pharmaceutical products; this segment is conducted via our VIE, Ankang Longevity Group and its subsidiaries, which was disposed and we have reclassified it as discontinued operations.
The following table sets forth the breakdown of our revenue for each of the two segments from the continuing operations, for the three months ended March 31, 2022 and 2021, respectively:
Three Months Ended March 31, | Variance | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| Luobuma products | $ | 8,521 | 1.38 | % | $ | 23,468 | 3.68 | % | $ | (14,947 | ) | (63.69 | )% | |||||||||||
| Other agricultural products | 609,573 | 98.62 | % | 614,331 | 96.32 | % | (4,758 | ) | (0.77 | )% | ||||||||||||||
| Total Amount | $ | 618,094 | 100.00 | % | $ | 637,799 | 100.00 | % | $ | (19,705 | ) | (3.09 | )% | |||||||||||
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For the three months ended March 31, 2022 and 2021, revenue from sales of Luobuma products was US$ 8,521 and US$ 23,468, respectively, which represented a decrease of US$ 14,947, or 63.69%. The decrease of revenue from this segment was mainly due to the decrease in revenue from Tenet-Jove and Tenet Huatai. We did not launch any new products and mainly focused on clearing off our remaining old stocks, hence, we offered more price discounts in order to get more customer orders. As a result, our overall sales decreased during the three months ended March 31, 2022 as compared to the same period in 2021.
For the three months ended March 31, 2022 and 2021, revenue from sales of other agricultural products was US$ 609,573 and US$ 614,331, respectively, which remained relatively stable with a slight decrease of US$ 4,758, or 0.77%.
Cost of Revenue and Related Tax
The following table sets forth the breakdown of the cost of revenue for each of our two segments from the continuing operations, for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31, | Variance | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| Luobuma products | $ | 3,202 | 0.29 | % | $ | 157,001 | 9.49 | % | $ | (153,799 | ) | (97.96 | )% | |||||||||||
| Other agricultural products | 1,106,062 | 99.57 | % | 1,496,955 | 90.42 | % | (390,893 | ) | (26.11 | )% | ||||||||||||||
| Business and sales related tax | 1,572 | 0.14 | % | 1,514 | 0.09 | % | 58 | 3.83 | % | |||||||||||||||
| Total Amount | $ | 1,110,836 | 100.00 | % | $ | 1,655,470 | 100.00 | % | $ | (544,634 | ) | (32.90 | )% | |||||||||||
For the three months ended March 31, 2022 and 2021, cost of revenue from sales of our Luobuma products was US$ 3,202 and US$ 157,001, respectively, representing a decrease of US$ 153,799, or 97.96%. The decrease was mainly due to the decreased allowance we accrued for our slow-moving inventories amounted to US$ 128,543 on our remaining old stocks during the three months ended March 31, 2022.
For the three months ended March 31, 2022 and 2021, cost of revenue from sales of other agricultural products was US$ 1,106,062 and US$ 1,496,955, respectively, representing a decrease of US$ 390,893, or 26.11%. The decrease was mainly due to less stock written off during the three months ended March 31, 2022. Due to the continuous impact of Covid-19 in China and severe cold weather during the winter period, which resulted in the damage and death of a large number of yew trees, we wrote off a large amount of our inventory during the three months ended March 31, 2021.
Gross Profit (Loss)
The following table sets forth the breakdown of the gross profit (loss) for each of our two segments from the continuing operations, for the three months ended March 31, 2022 and 2021:
Three Months Ended March 31, | Variance | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| Luobuma products | $ | 5,318 | (1.08 | )% | $ | (133,533 | ) | 13.12 | % | $ | 138,851 | (103.98 | )% | |||||||||||
| Other agricultural products | (498,060 | ) | 101.08 | % | (884,138 | ) | 86.88 | % | 386,078 | (43.67 | )% | |||||||||||||
| Total Amount | $ | (492,742 | ) | 100.00 | % | $ | (1,017,671 | ) | 100.00 | % | $ | 524,929 | (51.58 | )% | ||||||||||
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Gross profit from Luobuma product sales increased by US$ 138,851, or 103.98%, for the three months ended March 31, 2022 as compared to the same period in 2021. During the three months ended March 31, 2022, our gross profit was US$ 5,318, mainly due to the decreased allowance we accrued for our slow-moving inventories during the three months ended March 31, 2022 as mentioned above. The increase in gross profit was partially offset by the reduced selling prices of our Luobuma products and we sold some of our products below their original costs, as we gave more promotion and price discounts in order to attract more customers and clear our remaining old stocks during the three months ended March 31, 2022.
Gross loss from sales of other agricultural products decreased by US$ 386,078, or 43.67%, for the three months ended March 31, 2022 as compared to the same period in 2021. The decrease was mainly due to the decrease inventory written off during the three months ended March 31, 2022 as mentioned above.
Expenses
The following table sets forth the breakdown of our operating expenses for the three months ended March 31, 2022 and 2021, respectively:
Three Months Ended March 31, | Variance | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| General and administrative expenses | $ | 2,218,398 | 99.28 | % | $ | 1,978,762 | 99.44 | % | $ | 239,636 | 12.11 | % | ||||||||||||
| Selling expenses | 16,044 | 0.72 | % | 11,170 | 0.56 | % | 4,874 | 43.63 | % | |||||||||||||||
| Total Amount | $ | 2,234,442 | 100.00 | % | $ | 1,989,932 | 100.00 | % | $ | 244,510 | 12.29 | % | ||||||||||||
General and Administrative Expenses
For the three months ended March 31, 2022, our general and administrative expenses were US$ 2,218,398, representing an increase of US$ 239,636, or 12.11%, as compared to the same period in 2021. The increase was mainly due to the increased professional service fees in relation to the Company’s issuance of common stock, increased rental expenses as we leased a new office in downtown area, as well as the increased salary related expenses, which was partially offset by a decrease in bad debt expenses during the three months ended March 31, 2022.
Loss from Equity Method Investments
On August 31, 2021, we entered into a capital injection agreement with the other shareholders of Gaojing Private Fund, a Chinese private fund management company, to complete the injection of a total RMB 4.8 million (approximately US$ 0.74 million) for its 32% equity interest in Gaojing Private Fund. We recorded a loss of US$ 49,247 for the three months ended March 31, 2022 from this investment.
Amortization of Debt Issuance Costs
For the three months ended March 31, 2022, our amortization of debt issuance costs expenses was US$ 287,897, representing an increase of 100.00%, as compared to the same period in 2021. The increase in was attributable to the amortization of debt issuance costs during the three months ended March 31, 2022 on the convertible notes issued by us.
Interest Income, Net
For the three months ended March 31, 2022, our net interest income was US$ 165,505, representing an increase of US$ 157,135, or 1,877.36%, as compared to net interest income of US$ 8,370 in the same period in 2021. The increase was attributable to the increased interest income generated from loans to third parties and related parties, the increase was partial offset by the interest expense incurred for the convertible notes issued by us.
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Net Loss from Continuing Operations
Our net loss from continuing operations was US$ 2,905,968 for three months ended March 31, 2022, a slight decrease of US$ 86,768, or 2.90%, from net loss from continuing operations of US$ 2,992,736 for three months ended March 31, 2021. The decrease in net loss was primarily a result of the decrease in gross loss, partially offset by the increased general and administrative expenses, and amortization of debt issuance costs.
Net Loss from Discontinued Operations
As mentioned above, after signing of the Restructuring Agreement on June 8, 2021, we and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021, and the management determined that July 5, 2021 was the disposal date of Ankang. We had a total net loss from discontinued operations of US$ nil for the three months ended March 31, 2022 as compared to a total net loss from discontinued operations of US$ 4,787,017 for the same period in 2021.
The summarized operating results of our discontinued operations included in our unaudited condensed consolidated statement of loss and comprehensive loss is as follows:
Three Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Revenues | $ | - | $ | 1,352,938 | ||||
| Cost of revenues | - | 1,342,583 | ||||||
| Gross profit | - | 10,355 | ||||||
| Operating expenses | - | 3,059,532 | ||||||
| Other expenses, net | - | (1,816,416 | ) | |||||
| Loss before income tax | - | (4,865,593 | ) | |||||
| Benefit for income tax expense | - | (78,576 | ) | |||||
| Net loss from discontinued operations | - | (4,787,017 | ) | |||||
| Loss from disposal | - | - | ||||||
| Total net loss from discontinued operations | $ | - | $ | (4,787,017 | ) | |||
Net Loss
Our net loss was US$ 2,905,968 for the three months ended March 31, 2022, a decrease of US$ 4,873,785 or 62.65%, from a net loss of US$ 7,779,753 for the same period in 2021. The decrease in net loss was primarily a result of the decreased net loss from discontinued operations as mentioned above.
Comprehensive Loss
The comprehensive loss was US$ 2,757,925 for the three months ended March 31, 2022, a decrease of US$ 5,186,459 from a comprehensive loss of US$ 7,944,384 for the same period in 2021. After deduction of non-controlling interest, the comprehensive loss attributable to us was US$ 2,743,234 for the three months ended March 31, 2022, compared to a comprehensive loss attributable to us in the amount of US$ 7,670,578 for the same period in 2021. The decrease of comprehensive loss was due to the decrease in net loss as mentioned above, as well as an increase in the recorded income of foreign currency translation where the financial statements denominated in RMB were translated to the USD denomination.
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Treasury Policies
We have established treasury policies with the objectives of achieving effective control of treasury operations and of lowering cost of funds. Therefore, funding for all operations and foreign exchange exposure have been centrally reviewed and monitored from the top level. To manage our exposure to fluctuations in exchange rates and interest rates on specific transactions and foreign currency borrowings, currency structured instruments and other appropriate financial instruments will be used to hedge material exposure, if any.
Our policy precludes us from entering into any derivative contracts purely for speculative activities. Through our treasury policies, we aim to:
(a) Minimize interest risk
This is accomplished by loan re-financing and negotiation. We will continue to closely monitor the total loan portfolio and compare the loan margin spread under our existing agreements against the current borrowing interest rates under different currencies and new offers from banks.
(b) Minimize currency risk
In view of the current volatile currency market, we will closely monitor the foreign currency borrowings at the company level. As of March 31, 2022 and June 30, 2021, except the above-mentioned convertible note, we did not engage in any foreign currency borrowings or loan contracts.
Liquidity and Capital Resources
We currently finance our business operations primarily through proceeds from short-term loans, convertible notes and the sale of our common stock. Our current cash primarily consists of cash on hand and cash in bank, which is unrestricted as to withdrawal and use and is deposited with banks in China.
On December 10, 2020, we entered into a securities purchase agreement with select investors whereby we sold purchase, up to 604,900 shares of common stock at a purchase price of US$ 2.73 per share. The net proceeds that we received was US$ 1.6 million.
On January 27, 2021, we issued 364,445 shares of common stock to two investors at a price of US$ 3.0 per share. The net proceeds that we received was US$ 1.1 million.
On April 10, 2021, we issued 3,872,194 shares of common stock to selected investors at a price of US $3.2 per share. We received net proceeds of US$ 7,981,204 and US$ 3,024,000 was outstanding as of March 31, 2022.
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On June 16, 2021, we entered into a securities purchase agreement pursuant to which we issued an unsecured convertible promissory note with a one-year maturity term to an institutional accredited investor Streeterville Capital, LLC (“Investor”). The convertible promissory note has the original principal amount of US$ 3,170,000 and Investor gave consideration of US$ 3.0 million, reflecting original issue discount of US$ 150,000 and Investor’s legal fee of US$ 20,000. We received principal in full from the Investor. On July 16, 2021, we entered into a securities purchase agreement pursuant to which we issued two unsecured convertible promissory notes with a one-year maturity term to the same investor. The first convertible promissory note has an original principal amount of US$3,170,000 and the Investor gave consideration of US$3.0 million, reflecting original issue discount of US$150,000 and Investor’s legal fee of US$20,000. The second convertible promissory note has an original principal amount of US$4,200,000 and the Investor gave consideration of US$4.0 million, reflecting original issue discount of US$200,000. On August 19, 2021, we entered into a securities purchase agreement pursuant to which we issued an unsecured convertible promissory note with a one-year maturity term to the same investor. The Note has the original principal amount of US$10,520,000 and Investor gave consideration of US$10.0 million, reflecting original issue discount of US$500,000 and Investor’s legal fee of US$20,000. We received principal in full from the Investor and we anticipate using the proceeds for general working capital purposes. As of March 31, 2022, shares of the Company’s common stock totaling 1,695,877 were issued by the Company to the Investor equaling principal and interests amounted to US$7,250,000, and the Notes balance was US$14,092,753, with a carrying value of US$14,438,760, net of deferred financing costs of US$346,007 was recorded in the accompanying unaudited condensed consolidated balance sheets.
On December 6, 2021, we entered into a securities purchase agreement with GHS Investments, LLC (“GHS”). Under the Purchase Agreement, we sold GHS 291,775 shares of its common stock at a per share purchase price of $6.8546 for gross proceeds of $2,000,000. After the deduction of issuance cost, we received net proceeds of US$1,970,000.
Management believes that our current cash, cash flows from future operations, and access to loans will be sufficient to meet our working capital needs for at least the next 12 months. We intend to continue to carefully execute our growth plans and manage market risk.
Working Capital
The following table provides the information about our working capital at March 31, 2022 and June 30, 2021:
March 31, 2022 | June 30, 2021 | |||||||
| Current Assets | $ | 64,594,468 | $ | 49,278,577 | ||||
| Current Liabilities | 29,345,143 | 14,795,390 | ||||||
| Working Capital | $ | 35,249,325 | $ | 34,483,187 | ||||
The working capital increased slightly by US$ 766,138, or 2.2%, as of March 31, 2022 from June 30, 2021, primarily as a result of an increase in inventories, other current assets and due from related parties, partially offset by the decrease in current assets held for discontinued operations and advances to suppliers, and an increase in other payables and accrued expenses, and convertible note payable as of March 31, 2022.
Capital Commitments and Contingencies
Capital commitments refer to the allocation of funds for the possible purchase in the near future for fixed assets or investment. Contingency refers to a condition that arises from past transactions or events, the outcome of which will be confirmed only by the occurrence or non-occurrence of uncertain futures events.
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On May 16, 2017, Mrs. Guiqin Li (the “Plaintiff”) commenced a lawsuit against us in the People’s Court of Chongqing Pilot Free Trade Zone of China. Plaintiff alleged that due to the misguidance given by our security trading department, the Plaintiff did not manage to complete the sales of our common stock on the day of our initial public offering in the United States. As the price of our common stock continued falling after initial public offering, the Plaintiff incurred losses and hence seek money damages against us. Based on the judgment of the first trail, we required to pay the Plaintiff a settlement payment, including the money compensation, interests and other legal fees. As of March 31, 2022, we accrued a total sum of US$ 784,120 (approximately RMB 5.0 million) for this lawsuit. We made the appeal to the People’s Court, and will vigorously defend itself and seek for less settlement payment in the second trail of this litigation.
On November 26, 2021, we filed a complaint in the Supreme Court of the State of New York, New York County against Lei Zhang and Yan Li, as defendants, and Transhare Corporation, as a nominal defendant, asserting that defendants had not paid for restricted shares of our stock pursuant to stock purchase agreements they executed with us. In December, defendants filed an answer and counterclaim against us, which they amended on January 27, 2022 after we moved to dismiss their counterclaims. They claimed that we made false and materially misleading statements, specifically regarding the sale of the shares and the removal of their restrictive legends. Defendants seek a declaratory judgment, indemnification, and money damages of at least US$ 9 million, punitive damages of US$ 10 million, plus interest, costs, and fees. We anticipate moving to dismiss the counterclaims in June, 2022. The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. We intend to recover on its claims, and vigorously defend itself in this litigation. As of March 31, 2022, the total unpaid restricted shares issued to Lei Zhang and Yan Li by us was 982,500 shares, and the subscription receivable was amounted to US$ 3,024,000 which was recorded on the unaudited condensed consolidated balance sheet.
As of March 31, 2022 and June 30, 2021, we had no other material capital commitments or contingent liabilities.
Off-Balance Sheet Commitments and Arrangements
We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own common stock and classified as stockholders’ equity, or that are not reflected in our consolidated financial statements.
Cash Flows
The following table provides detailed information about our net cash flows for the nine months ended March 31, 2022 and 2021.
Nine Months Ended March 31, | ||||||||
| 2022 | 2021 | |||||||
| Net cash used in operating activities | $ | (6,755,462 | ) | $ | (11,854,241 | ) | ||
| Net cash provided by (used in) investing activities | (32,520,356 | ) | 1,252,056 | |||||
| Net cash provided by financing activities | 25,229,718 | 1,764,958 | ||||||
| Effect of exchange rate changes on cash | 499,127 | 2,314,452 | ||||||
| Net decrease in cash | (13,546,973 | ) | (6,522,775 | ) | ||||
| Cash, beginning of the period | 29,024,394 | 32,371,372 | ||||||
| Cash, end of the period | $ | 15,477,421 | $ | 25,848,597 | ||||
| Less: cash of discontinued operations - ended of the period | - | 11,997,106 | ||||||
| Cash of continuing operations - ended of the period | 15,477,421 | 13,851,491 | ||||||
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Operating Activities
Net cash used in operating activities during the nine months ended March 31, 2022 was approximately US$ 6.8 million, consisting of net loss from continuing operations of US$ 16.9 million, bad debt expenses of US$ 6.4 million, stock written off due to natural disaster of US$ 1.3 million, impairment loss on distribution rights of US$ 1.1 million, and net changes in our operating assets and liabilities, which mainly included an increase in other current assets of US$ 4.4 million, partially offset by the decrease in advances to suppliers and increase in other payable. Net cash used in operating activities during the nine months ended March 31, 2021 was approximately US$ 11.9 million, consisting of net loss from continuing operations of US$ 10.3 million, bad debt expenses of US$ 4.5 million, stock written off due to natural disaster of US$ 3.4 million, and net changes in our operating assets and liabilities, which mainly included an increase in inventories of US$ 4.6 million, advances to suppliers of US$ 3.8 million, other current assets of US$ 2.4 million, and accounts receivable of US$ 2.2 million, partially offset by the increase in other payable.
Investing Activities
For the nine months ended March 31, 2022, net cash used in investing activities was US$ 32.5 million, primarily due to the disposal of Ankang of US$ 12.7 million, payment made for loans to third parties of US$ 12.2 million and payment made for loans to related parties of US$ 6.7 million. For the nine months ended March 31, 2021, net cash provided by investing activities was US$ 1.3 million due to the net cash provided by investing activities from discontinued operations.
Financing Activities
For the nine months ended March 31, 2022, net cash provided by financing activities amounted to approximately US$ 25.2 million, primarily due to proceeds from issuance of convertible note of US$ 17.0 million and proceeds from issuance of common stock of US$ 7.5 million. For the nine months ended March 31, 2021, net cash provided by financing activities amounted to approximately US$ 1.8 million due to proceeds from issuance of common stock of US$ 2.7 million, partially offset by the net cash used in financing activities from discontinued operations of US$ 0.7 million.
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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a small reporting company, we are not required to provide the information required by this item.
ITEM 4. CONTROLS AND PROCEDURES
| (a) | Evaluation of Controls and Procedures |
We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports filed or submitted 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 rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
Based on our review, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Quarterly Report due to following material weaknesses:
| ● | a lack of full-time U.S. GAAP personnel in the accounting department to monitor the recording of the transactions; and | |
| ● | a lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries. |
In order to address the above material weaknesses, our management has taken the following steps:
| ● | recruiting sufficient qualified professionals with appropriate levels of knowledge and experience to assist in reviewing and resolving accounting issues in routine or complex transactions. To mitigate the reporting risks, we engaged an outside professional consulting firm to supplement our efforts to improve our internal control over financial reporting; | |
| ● | improving the communication between management, board of directors, and the Chief Financial Officer; and | |
| ● | obtaining proper approval for other significant and non-routine transactions from the board of directors. |
We are committed to monitoring the effectiveness of these measures and making any changes that are necessary and appropriate.
| (b) | Changes in Internal Control over Financial Reporting |
There were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the fiscal quarter ended March 31, 2022. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Other than the legal actions listed below and ordinary routine litigation (of which we are not currently involved), we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which any of our directors, officers, or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to our company.
On May 16, 2017, Mrs. Guiqin Li (the “Plaintiff”) commenced a lawsuit against the Company in the People’s Court of Chongqing Pilot Free Trade Zone of China. Plaintiff alleged that due to the misguidance given by the Company’s securities trading department, the Plaintiff did not manage to complete the sales of the Company’s common stock on the day of the Company’s initial public offering in the United States. As the price of the Company’s common stock continued falling after initial public offering, the Plaintiff incurred losses and hence is seeking monetary damages against the Company. Based on the judgment of the initial trial, the Company was required to pay the Plaintiff a settlement payment, including the monetary compensation, interests and other legal fees. As of December 31, 2021, the Company accrued a total of US$781,700 (approximately RMB 5.0 million) for this lawsuit. The Company made an appeal to such judgment in the People’s Court, and will continue vigorously defending itself and seeking for less settlement payment in the second trial of this litigation.
On November 26, 2021, the Company filed a complaint in the Supreme Court of the State of New York, New York County against Lei Zhang and Yan Li, as defendants, and Transhare Corporation, as a nominal defendant, asserting that defendants had not paid for certain restricted shares of the Company’s common stock pursuant to stock purchase agreements they executed with the Company. In December, defendants filed an answer and counterclaim against the Company, which they amended on January 27, 2022 after the Company moved to dismiss their counterclaims. They brought claims for, among others, breach of contract, breach of the covenant of good faith and fair dealing, and fraud, asserting that the Company made false and materially misleading statements, specifically regarding the sale of such shares to Lei Zhang and Yan Li and the removal of their restrictive legends. Defendants are seeking a declaratory judgment, indemnification, and money damages of at least $9 million, punitive damages of $10 million, plus interest, costs, and fees. The Company moved to dismiss the counterclaims, and its motion was fully-submitted in April, 2022. Also in April 2022, the Court granted the Company’s motion for a preliminary injunction to restrain the Company’s transfer agent from removing the restrictive legends on the shares, provided that the Company posts a bond in the amount of $1.5 million by May 20, 2022.
The outcome of this legal proceeding is uncertain at this point because of the many questions of fact and law that may arise. The Company intends to recover on its claims, and vigorously defend itself in this litigation. As of March 31, 2022, the total amount of unpaid restricted shares issued to Lei Zhang and Yan Li by the Company was 982,500 shares, and the subscription receivable was amounted to US$3,024,000 which was recorded on the unaudited condensed consolidated balance sheet.
ITEM 1A. RISK FACTORS.
As a smaller reporting company, we are not required to provide the information otherwise required by this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
Not applicable .
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION.
None.
ITEM 6. EXHIBITS
| Exhibit Number |
Description | |
10.1 |
||
| 10.2 | Form of Share Transfer Agreement dated January 18, 2022 (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 19, 2022) | |
| 31.1 | Certification of Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 | |
| 31.2 | Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act of 1934 | |
32.1
32.2 |
||
| 101.INS | Inline XBRL Instance Document. | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document. | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document. | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document. | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document. | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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.
| SHINECO, INC. | ||
| Dated: May 16, 2022 | By: | /s/ Jennifer Zhan |
| Jennifer Zhan | ||
| Chief Executive Officer | ||
| (Principal Executive Officer) | ||
| Dated: May 16, 2022 | By: | /s/ Sai (Sam) Wang |
| Sai (Sam) Wang | ||
| Chief Financial Officer | ||
| (Principal Financial and Accounting Officer) | ||
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