20-F 1 v407257_20f.htm FORM 20-F

 

UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION 

 

WASHINGTON, D.C. 20549 

 

FORM 20-F

(Mark One)

 

  ¨ REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 

OR

 

  x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2014

 

OR

 

  ¨ TRANSITIONAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
     
  ¨ SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
    Date of event requiring this shell company report __________ 

 

For the transition period from __________ to __________

 

Commission file number: 001-34661

 

DEHAIER MEDICAL SYSTEMS LIMITED

 (Exact name of Registrant as specified in its charter)

 

British Virgin Islands

(Jurisdiction of incorporation or organization)

 

Room 501, 83 Fuxing Road

Haidian District, Beijing 100856

People’s Republic of China

 (Address of principal executive offices)

 

Securities registered or to be registered pursuant to Section 12(b) of the Act:  

Title of each class   Name of each exchange on which registered
Common shares, par value $0.002731 per share   NASDAQ Capital Market

 

Securities registered or to be registered pursuant to Section 12(g) of the Act:  None.

 

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act:  None.

 

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

As of April 15, 2015, there were 5,845,675 shares of the registrant’s Common Shares outstanding.

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x 

If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. Yes ¨ No x

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act). (Check one): 

 

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer x

 

Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:

 

US GAAP x International Financial Reporting Standards as issued by the International Accounting Standards Board ¨ Other ¨

 

If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

 

 
 

 

TABLE OF CONTENTS

 

Item 1. Identity of Directors, Senior Management and Advisers 1
Item 2. Offer Statistics and Expected Timetable 1
Item 3. Key Information 1
Item 4. Information on the Company 16
Item 4A. Unresolved Staff Comments 33
Item 5. Operating and Financial Review and Prospects 33
Item 6. Directors, Senior Management and Employees 45
Item 7. Major Shareholder and Related Party Transactions 52
Item 8. Financial Information 53
Item 9. The Offer and Listing 53
Item 10. Additional Information 54
Item 11. Quantitative and Qualitative Disclosures about Market Risk 61
Item 12. Description of Securities Other than Equity Securities 62
Item 13. Defaults, Dividend Arrearages and Delinquencies 63
Item 14. Material Modifications to the Rights of Securities Holders and Use of Proceeds 63
Item 15. Controls and Procedures 63
Item 15T. Controls and Procedures 64
Item 16A. Audit Committee Financial Expert 65
Item 16B. Code of Ethics 65
Item 16C. Principal Accountant Fees and Services 65
Item 16D. Exemptions from the Listing Standards for Audit Committees 65
Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers 66
Item 16F. Change in Registrant’s Certifying Accountant. 66
Item 16G. Corporate Governance. 66
Item 16H. Mine Safety Disclosure. 66
Item 17. Financial Statements 67
Item 18. Financial Statements 67
Item 19. Exhibits 67

 

 
 

 

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain matters discussed in this report may constitute forward-looking statements for purposes of the Securities Act of 1933, as amended (the “Securities Act”), and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the future results, performance or achievements expressed or implied by such forward-looking statements. The words “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate,” and similar expressions are intended to identify such forward-looking statements. Our actual results may differ materially from the results anticipated in these forward-looking statements due to a variety of factors, including, without limitation, those discussed under “Item 3—Key Information—Risk Factors,” “Item 4—Information on the Company,” “Item 5—Operating and Financial Review and Prospects,” and elsewhere in this report, as well as factors which may be identified from time to time in our other filings with the Securities and Exchange Commission (the “SEC”) or in the documents where such forward-looking statements appear. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements.

 

The forward-looking statements contained in this report reflect our views and assumptions only as of the date this report is signed. Except as required by law, we assume no responsibility for updating any forward-looking statements.

 

 
 

 

PART I

 

Unless the context requires otherwise, references in this report to “Dehaier,” “we,” “us,” “our company,” and “our” refer to (i) Dehaier Medical Systems Limited, a British Virgin Islands company, (ii) Beijing Dehaier Medical Technology Company Limited, a PRC company (“BDL”), and (iii) Beijing Dehaier Technology Company Limited, a PRC company (“BTL”).

 

Item 1.                   Identity of Directors, Senior Management and Advisers

 

Not applicable for annual reports on Form 20-F.

 

Item 2.                   Offer Statistics and Expected Timetable

 

Not applicable for annual reports on Form 20-F.

 

Item 3.                   Key Information 

 

  A. Selected Financial Data

 

The following table presents the selected consolidated financial information for our company. The selected consolidated statements of income data for the three years ended December 31, 2012, 2013 and 2014 and the consolidated balance sheet data as of December 31, 2013 and 2014 have been derived from our audited consolidated financial statements set forth in “Item 18 – Financial Statements”. The selected consolidated balance sheet data for the year ended December 31, 2012 have been derived from our audited consolidated balance sheet as of December 31, 2012, which is not included in this annual report. The selected consolidated statements of income data for the years ended December 31, 2010 and 2011 and the selected consolidated balance sheet data as of December 31, 2010 and 2011 have been derived from our audited consolidated financial statements for the years ended December 31, 2010 and 2011, which are not included in this annual report. Our historical results do not necessarily indicate results expected for any future periods. The selected consolidated financial data should be read in conjunction with, and are qualified in their entirety by reference to, our audited consolidated financial statements and related notes and “Item 5. Operating and Financial Review and Prospects” below. Our audited consolidated financial statements are prepared and presented in accordance with Generally Accepted Accounting Principles in the United States of America, or U.S. GAAP.

 

1
 

 

   For the years ended 
   December 31, 
   2014   2013   2012   2011   2010 
   US$   US$   US$   US$   US$ 
Statement of Operations Data:                         
Revenue   11,989,446    16,858,178    21,370,325    21,639,283    19,598,460 
                          
Costs of revenue   (8,797,732)   (10,447,612)   (13,254,587)   (13,696,743)   (11,981,820)
                          
Gross profit   3,191,714    6,410,566    8,115,738    7,942,540    7,616,640 
                          
Service income   454,440    309,060    300,338    281,656    339,379 
Service expenses   (45,364)   (54,761)   (71,376)   (113,861)   (148,016)
General and administrative expense   (4,545,362)   (1,977,610)   (2,599,368)   (2,620,845)   (1,257,520)
Selling expense   (1,167,487)   (1,182,209)   (1,357,972)   (1,877,303)   (1,421,415)
                          
Operating Income   (2,112,059)   3,505,046    4,387,360    3,612,187    5,129,068 
                          
Financial expenses ( including interest expense of $176,231, $159,483 and $149,488)   (195,965)   (164,074)   (151,720)   (86,712)   (125,764)
Other income   51,501    5,033    23,872    34,965    455,950 
Other expense   -    -    (173)   (232)   - 

Loss on disposal of equipment

   (635)   (473,709)   -    -    - 
Change in fair value of warrants liability   2,866,171    (346,691)   (180,192)   221,640    (48,109)
                          
Income before provision for income tax and non-controlling interest   609,013    2,525,605    4,079,147    3,781,848    5,411,145 
                          

Provision for income tax (expense) benefit

   49,991    (522,279)   (862,795)   (656,297)   (850,034)
                          
Net income   659,004    2,003,326    3,216,352    3,125,551    4,561,111 
                          

Less: net income (loss) attributable to non-controlling interest

   (339,989)   7,705   10,201   22,431   21,401
                          
Net income attributable to Dehaier Medical Systems Limited   998,993    1,995,621    3,206,151    3,103,120    4,539,710 
                          
Net income   659,004    2,003,326    3,216,352    3,125,551    4,561,111 
                          
Other comprehensive income                         

Foreign currency translation gain (loss)

   (594,556)   1,028,124    398,686    1,174,044    744,829 
                          
Comprehensive Income   64,448    3,031,450    3,615,038    4,299,595    5,305,940 

-less comprehensive income (loss) attributable to the non-controlling interest

   (367,181)   52,960   27,173   85,442   64,902
                          
Comprehensive income attributable to Dehaier Medical Systems Limited   431,629    2,978,490    3,587,865    4,214,153    5,241,038 
                          
Earnings per share                         
-Basic   0.18    0.43    0.7    0.69    1.12 
-Diluted   0.18    0.43    0.7    0.69    1.09 
                          
Weighted average number of common shares used in computation                         
-Basic   5,510,076    4,625,195    4,578,151    4,514,329    4,043,836 
-Diluted   5,597,169    4,676,127    4,601,907    4,514,329    4,153,438 

 

2
 

 

   December 31, 
   2014   2013   2012   2011   2010 
   US$   US$   US$   US$   US$ 
Balance Sheet Data:                         
Cash and cash equivalents   1,727,763    2,592,945    3,505,330    3,694,486    5,923,386 
Working capital   27,416,281    32,619,067    28,852,500    26,981,557    22,618,735 
Total Current Assets   31,094,530    36,427,448    32,692,977    31,629,258    33,393,993 
Total Assets   46,945,274    42,207,862    38,282,939    34,977,791    36,882,940 
Total Current Liabilities   3,678,249    3,808,381    3,840,477    4,647,701    10,775,258 
Non-controlling interest   1,453,092    1,820,273    1,439,906    1,412,733    1,327,291 
Total Dehaier Medical Systems Limited shareholders' equity   41,260,873    35,858,351    32,628,390    28,820,888    24,462,282 
Common shares,   15,864    12,749    12,618    12,454    12,290 
Total equity   42,713,965    37,678,624    34,068,296    30,233,621    25,789,573 

 

Exchange Rate Information

 

Our business is primarily conducted in China and all of our revenues are denominated in RMB. However, periodic reports made to shareholders will include current period amounts translated into U.S. dollars using the then current exchange rates, for the convenience of the readers. The conversion of RMB into U.S. dollars in this annual financial report is based on the noon buying rate in The City of New York for cable transfers of RMB as certified for customs purposes by the Federal Reserve Bank of New York. Unless otherwise noted, all translations from RMB to U.S. dollars and from U.S. dollars to RMB in this annual financial report were made at a rate of RMB 6.1436 to US$1.00, the noon buying rate in effect as of December 31, 2014. We make no representation that any RMB or U.S. dollar amounts could have been, or could be, converted into U.S. dollars or RMB, as the case may be, at any particular rate, or at all. The government of the People’s Republic of China (the “PRC”) imposes control over its foreign currency reserves in part through direct regulation of the conversion of RMB into foreign exchange and through restrictions on foreign trade. The Company does not currently engage in currency hedging transactions. The following table sets forth information concerning exchange rates between the RMB and the U.S. dollar for the periods indicated.

 

3
 

 

   Noon Buying Rate 
Period  Period-End   Average (1)   Low   High 
   (RMB per U.S. dollar) 
2010   6.6000    6.7696    6.6000    6.8330 
2011   6.2939    6.4475    6.2939    6.6364 
2012   6.2301    6.2990    6.2221    6.3879 
2013   6.0537    6.0738    6.0537    6.0927 
2014                    
October   6.1124    6.1251    6.1385    6.1107 
November   6.1429    6.1249    6.1429    6.1117 
December   6.2046    6.1886    6.2256    6.1490 
2015                    
January   6.2495    6.2181    6.2535    6.1870 
February   6.2695    6.2518    6.2695    6.2399 
March   6.1990    6.2386    6.1955    6.2741 

 

Source: Federal Reserve Statistical Release

 

 

(1) Annual averages are calculated using the average of month-end rates of the relevant years. Monthly averages are calculated using the average of the daily rates during the relevant periods.

 

4
 

 

  B. Capitalization and Indebtedness

 

Not applicable for annual reports on Form 20-F.

 

  C. Reasons for the Offer and Use of Proceeds

 

Not applicable for annual reports on Form 20-F.

 

  D. Risk Factors

 

Risks Related to Our Business

 

Our business is seasonal and revenues and operating results could fall below investor expectations during certain periods, which could cause the trading price of our common shares to decline.

 

Our revenues and operating results have fluctuated in the past and may continue to fluctuate significantly depending upon numerous factors. In particular, during the period from April to May, we generally experience an increase in revenues associated with our attendance at the China International Medical Equipment Fair, the largest exhibition of medical equipment, related products and services in Asia-Pacific region. This fair occurs in the spring each year. In addition, we generally experience an increase in revenues in the period from September through November. This increase is associated with hospital purchasing designed to extinguish governmental budgets prior to the fiscal year end. We believe that our first quarter performance will generally decline as a result of the lack of business conducted during the Chinese Lunar New Year Holiday. To the extent our financial performance fluctuates significantly, investors may lose confidence in our business and the price of our common shares could decrease.

 

We may fail to effectively develop and commercialize new products and services, which could materially and adversely affect our business, financial condition, results of operations and prospects.

 

The sleep respiratory market is developing rapidly and related technology trends are constantly evolving. This results in the frequent introduction of new products and services, short product life cycles and significant price competition. Consequently, our future success depends on our ability to anticipate technology development trends and identify, develop and commercialize in a timely and cost-effective manner the new and advanced products that our customers demand. New products contribute significantly to our revenues. Moreover, it may take an extended period of time for our new products to gain market acceptance, if at all. Furthermore, as the life cycle for a product matures, the average selling price generally decreases. In the future, we may be unable to offset the effect of declining average sales prices through increased sales volume and controlling product costs. Lastly, during a product’s life cycle, problems may arise regarding regulatory, intellectual property, product liability or other issues that may affect the product’s continued commercial viability.

 

5
 

 

We sell our products primarily to distributors, and our ability to add distributors will impact our revenue growth. Failure to maintain or expand our distribution network would materially and adversely affect our business.

 

We depend on sales to distributors for a significant majority of our revenues. Our distributors purchase all products ordered regardless of whether the products are ultimately sold. Products are not purchased by distributors on consignment, and distributors have no right to return unsold products. As our existing distributor agreements expire, we may be unable to renew such agreements on favorable terms or at all, and we do not own, employ or control these independent distributors. Furthermore, we actively manage our distribution network and regularly review the performance of each distributor. We may terminate agreements with distributors, without penalty, if we are not satisfied with their performance for any reason. We periodically terminate relationships with underperforming exclusive distributors. Our distributors may also terminate their relationship with us without penalty. When an exclusive distributor in a particular geographic area fails to meet our expectations, then we are economically incentivized to replace that distributor with a new distributor so that area can be served as well as possible. We occasionally terminate a relationship with a non-exclusive distributor and are more likely to simply appoint another one; however, we have found that in some instances we are better served to replace an underperforming non-exclusive distributor with an exclusive distributor. Additionally, we have found that even in cases where there may not be an economic incentive to terminate a non-exclusive distributor, having the ability to replace a distributor often motivates distributors to increase their efforts to meet our expectations. This policy may make us less attractive to some distributors. In addition, we compete for distributors with other leading medical device companies who may enter into long-term distribution agreements, effectively preventing many distributors from selling our products. As a result, a significant amount of time and resources must be devoted to maintaining and growing our distribution network. Any disruption in our distribution network could have negative effects on our ability to sell our products, which would in turn materially and adversely affect our business, financial condition and results of operations.

 

We sell products for some of our competitors, some of which compete with our branded products.

 

We serve as a distributor for other companies’ medical products and also sell medical products that we developed. While we rely on other suppliers’ products for some of our revenues, our self-developed products may, from time to time, compete with these suppliers’ products. Some of our suppliers may seek to restrict our ability sell competing products—either self-developed or developed by other third party suppliers—as a condition of serving as a distributor for their products. Where we are permitted to sell competing products, we may find that sales of a supplier’s products reduce demand for our self-developed products. Where our agreements with suppliers limit our ability to sell competing branded products, we may have to forego developing potentially profitable products. Any of these results could materially harm our business.

 

We rely on some of our competitors to supply component parts for our branded products.

 

We obtain some components from companies that are competitors in our market, such as IMD. We are not reliant on these competitors for such components and believe we could obtain these components from other suppliers. We do, however, provide detailed technical specifications to these competitors for use in producing components for our branded products. If these companies were to reverse-engineer or otherwise misappropriate such information, our business could be materially harmed.

 

Although we do not own or control our distributors, the actions of these distributors may affect our business operations or our reputation in the marketplace.

 

Our distributors are independent from us, and as such, our ability to effectively manage their activities is limited. Distributors could take any number of actions that could have material adverse effects on our business. If we fail to adequately manage our distribution network or if distributors do not comply with our distribution agreements, our corporate image could be tarnished among end users, disrupting our sales. Furthermore, we could be liable for actions taken by our distributors, including any violations of applicable law in connection with the marketing or sale of our products, including China’s anti-corruption laws. Recently, the PRC government has increased its anti-bribery efforts in the healthcare sector to reduce improper payments received by hospital administrators and doctors in connection with the purchase of pharmaceutical products and medical devices. Our distributors may violate these laws or otherwise engage in illegal practices with respect to their sales or marketing of our products. If our distributors violate these laws, we could be required to pay damages or fines, which could materially and adversely affect our financial condition and results of operations. In addition, our brand and reputation, our sales activities or the price of our shares could be adversely affected if our company becomes the target of any negative publicity as a result of actions taken by our distributors.

 

6
 

 

We plan to expand our homecare and technical service products internationally and hope to become a leader in selected international markets. Such expansion can be difficult and time consuming, and if unsuccessful our future profits would be materially and adversely affected.

 

While we currently operate primarily in China, we envision competing in selected international markets with our homecare and technical service products. We intend to enter into markets in which we have limited or no experience and in which our brand may be less recognized. We plan to devote significant resources to marketing and promoting our brand internationally and attracting distributors in foreign markets. Success in international markets will depend on our ability to attract a sufficient number of distributors suitable for selling our branded products. Furthermore, in new markets we may fail to anticipate competitive conditions that are different from those in our existing markets. These competitive conditions may make it difficult or impossible for us to operate effectively in these markets.

 

Operation in international markets will also expose us to many other risks, including but not limited to:

 

  · political instability;
  · economic instability and recessions;
  · changes in tariffs;
  · difficulties of administering foreign operations generally;
  · limited protection for intellectual property rights;
  · obligations to comply with a wide variety of foreign laws and other regulatory requirements;
  · financial condition, expertise and performance of international distributors;
  · export license requirements;
  · unauthorized re-export of our branded products;
  · inability to purchase our distributed products from international suppliers at competitive prices;
  · potentially adverse tax consequences; and
  · inability to effectively enforce contractual or legal rights.

 

We are highly dependent on our key personnel such as key executives and research and development personnel.

 

We are highly dependent on the continued service of our key executives and other key personnel. In particular, we substantially rely on our chairman and chief executive officer Mr. Ping Chen to manage our business and operations. We also rely on key research and development personnel for the development of new products. In addition, we rely on customer service personnel for the installation and support of our products and on marketing and sales personnel, engineers and other personnel with technical and industry knowledge to market, sell, install and service our products. We have entered into standard one-year employment contracts with all of our officers and managers and other key personnel and one-year employment contracts with our other employees. These contracts prohibit our employees from engaging in any conduct or activity that would be competitive with our business during the course of their employment. Loss of any of our key personnel could severely disrupt our business. We may not be able to find suitable or qualified replacements, and will likely incur additional expenses in order to recruit and train any new personnel.

 

Competition for qualified management and key personnel in the medical technology field is intense and the pool of qualified candidates is limited. We not only compete with other medical device companies but also universities and other research institutions to attract and retain qualified personnel. This intense competition may force us to offer higher compensation and benefit packages in order to attract and retain the most qualified personnel. Our future success depends on our ability to attract and retain these individuals and failure to do so could result in severe disruptions to our business and growth.

 

7
 

 

Our business is subject to intense competition, which may reduce demand for our products and materially and adversely affect our business, financial condition, results of operations and prospects.

 

The medical device market is highly competitive, and we expect competition to intensify. Given the $585 billion stimulus initiative in China and its impact on healthcare, we expect the availability of healthcare to increase, as more hospitals and clinics are developed rurally.

 

We face direct competition from both domestic and international competitors across all product lines and price points. Our competitors also vary by product. Currently, in China our competitors include publicly traded and privately held multinational companies, such as Respironics Inc., ResMed Inc., and Covidien, as well as domestic Chinese companies such as Jiangsu Yuyue. As we expand into international markets, we expect that our competitors will primarily be publicly traded and privately held multinational companies. We also expect to face competition in international sales from companies that have local operations in the markets in which we sell our products. Some of our larger competitors may have:

 

  · greater financial and other resources;
  · larger variety of products;
  · more products that have received regulatory approvals;
  · greater pricing flexibility;

 

  · more extensive research and development and technical capabilities;
  · patent portfolios that may present an obstacle to our conduct of business;
  · greater knowledge of local market conditions where we seek to increase our international sales;
  · stronger brand recognition; and
  · larger sales and distribution networks.

 

As a result, we may be unable to offer products similar to, or more desirable than, those offered by our competitors, market our products as effectively as our competitors or otherwise respond successfully to competitive pressures. In addition, our competitors may be able to offer discounts on competing products as part of a “bundle” of non-competing products, systems and services that they sell to our customers, and we may not be able to profitably match those discounts. Our competitors may develop technologies and products that are more effective than those we currently offer or that render our products obsolete or uncompetitive. The timing of the introduction of competing products into the market could affect the market acceptance and market share of our products. As we expect demand for our products to increase along with the availability of healthcare, we must continue to focus on competitive pricing and innovation by being at the forefront of market trends and improving our product and service offerings. Our failure to compete successfully could materially and adversely affect our business, financial condition, results of operation and prospects.

 

Some of our internationally-based competitors may establish production or research and development facilities in China, while others may enter into cooperative business arrangements with Chinese manufacturers. If we are unable to develop competitive branded products, obtain regulatory approval or clearance and supply sufficient quantities to the market as quickly and effectively as our competitors, market acceptance of our branded products may be limited, which could result in decreased sales. In addition, we may not be able to maintain our branded product cost advantages.

 

We believe that corrupt practices in the medical device industry in China still occur. To increase sales, certain manufacturers or distributors of medical devices may pay kickbacks or provide other benefits to hospital personnel who make procurement decisions. Our company policy prohibits these practices by our direct sales personnel and our distribution agreements require our distributors to comply with applicable law. As a result, as competition intensifies in the medical device industry in China, we may lose sales, customers or contracts to competitors.

 

8
 

 

If we fail to accurately project demand for our products, we may encounter problems of inadequate supply or oversupply, which would materially and adversely affect our financial condition and results of operations, as well as damage our reputation and brand.

 

Our distributors typically order our products on a purchase order basis. We project demand for our products based on rolling projections from our distributors, our understanding of anticipated hospital procurement spending, and distributor inventory levels. Lack of significant order backlog and the varying sales and purchasing cycles of our distributors and other customers, however, make it difficult for us to forecast future demand accurately.

 

If we overestimate demand, we may purchase more distributed products or more unassembled parts or components for our branded products than we require. If we underestimate demand, our third party suppliers may have inadequate supply of distributed products or unassembled parts or product component inventories, which could interrupt the assembly process and delay shipments of our branded products, and could result in lost sales. In particular, we are seeking to reduce our procurement and inventory costs by matching our inventory closely with our projected product needs and by, from time to time, deferring our purchase of components in anticipation of supplier price reductions. As we seek to balance reduced inventory costs and assembly flexibility, we may fail to accurately forecast demand and coordinate our procurement and assembly to meet demand on a timely basis. Our inability to accurately predict our demand and to timely meet our demand could materially and adversely affect our financial conditions and results of operations as well as damage our reputation and corporate brand.

 

Failure to manage our growth could strain our management, operational and other resources, which could materially and adversely affect our business and prospects.

 

Our growth strategy includes building our brand, increasing market penetration of our existing products, developing new products, increasing our targeting of the sleep respiratory market in China, and increasing our exports. Pursuing these strategies has resulted in, and will continue to result in substantial demands on management resources. In particular, the management of our growth will require, among other things:

 

  · continued enhancement of our research and development capabilities;
  · information technology system enhancement;
  · stringent cost controls and sufficient liquidity;
  · strengthening of financial and management controls and information technology systems; and
  · increased marketing, sales and support activities; and hiring and training of new personnel.

 

If we are not able to manage our growth successfully, our business and prospects would be materially and adversely affected.

 

If we fail to obtain or maintain applicable regulatory clearances or approvals for our products, or if such clearances or approvals are delayed, we will be unable to commercially distribute and market our products at all or in a timely manner, which could significantly disrupt our business and materially and adversely affect our sales and profitability.

 

The sale and marketing of our products are subject to regulation in China. For a significant portion of our sales, we need to obtain and renew licenses and registrations with the CFDA. The processes for obtaining regulatory clearances or approvals can be lengthy and expensive, and the results are unpredictable. In addition, the relevant regulatory authorities may introduce additional requirements or procedures that have the effect of delaying or prolonging the regulatory clearance or approval for our existing or new products. If we are unable to obtain clearances or approvals needed to market existing or new branded products, or obtain such clearances or approvals in a timely fashion, our business would be significantly disrupted, and our sales and profitability could be materially and adversely affected. Similarly, if the third parties from which we buy our distributed products fail to obtain such clearance, we would be unable to sell such distributed products, and our sales and profitability could be materially and adversely affected.

 

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We generate a significant portion of our revenues from a small number of products, and a reduction in demand for any of these products could materially and adversely affect our financial condition and results of operations.

 

We derive a substantial percentage of our revenues from a small number of products. We expect a small number of our key products will continue to account for a significant portion of our net revenues for the foreseeable future. As a result, continued market acceptance and popularity of these products is critical to our success, and a reduction in demand due to, among other factors, the introduction of competing products by our competitors, the entry of new competitors, or end-users’ dissatisfaction with the quality of these products could materially and adversely affect our financial condition and results of operations.

 

If we fail to protect our intellectual property rights, it could harm our business and competitive position.

 

We rely on a combination of patent, copyright, trademark and trade secret laws and non-disclosure agreements and other methods to protect our intellectual property rights. The process of seeking patent protection can be lengthy and expensive, our patent applications may fail to result in patents being issued, and our existing and future patents may be insufficient to provide us with meaningful protection or commercial advantage. Our patents and patent applications may also be challenged, invalidated or circumvented.

 

We also rely on trade secret rights to protect our business through non-disclosure provisions in employment agreements with employees. If our employees breach their non-disclosure obligations, we may not have adequate remedies in China, and our trade secrets may become known to our competitors.

 

Implementation of PRC intellectual property-related laws has historically been lacking, primarily because of ambiguities in the PRC laws and enforcement difficulties. Accordingly, intellectual property rights and confidentiality protections in China may not be as effective as in the United States or other western countries. Furthermore, policing unauthorized use of proprietary technology is difficult and expensive, and we may need to resort to litigation to enforce or defend patents issued to us or to determine the enforceability, scope and validity of our proprietary rights or those of others. Such litigation and an adverse determination in any such litigation, if any, could result in substantial costs and diversion of resources and management attention, which could harm our business and competitive position.

  

We may be exposed to intellectual property infringement and other claims by third parties which, if successful, could disrupt our business and have a material adverse effect on our financial condition and results of operations.

 

Our success depends, in large part, on our ability to use and develop our technology and know-how without infringing third party intellectual property rights. If we sell our branded products internationally, and as litigation becomes more common in China, we face a higher risk of being the subject of claims for intellectual property infringement, invalidity or indemnification relating to other parties’ proprietary rights. Our current or potential competitors, many of which have substantial resources and have made substantial investments in competing technologies, may have or may obtain patents that will prevent, limit or interfere with our ability to make, use or sell our branded products in either China or other countries, including the United States and other countries in Asia. The validity and scope of claims relating to medical device technology patents involve complex scientific, legal and factual questions and analysis and, as a result, may be highly uncertain. In addition, the defense of intellectual property suits, including patent infringement suits, and related legal and administrative proceedings can be both costly and time consuming and may significantly divert the efforts and resources of our technical and management personnel. Furthermore, an adverse determination in any such litigation or proceedings to which we may become a party could cause us to:

 

  · pay damage awards;
  · seek licenses from third parties;
  · pay ongoing royalties;
  · redesign our branded products; or
  · be restricted by injunctions.

 

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Each of the foregoing could effectively prevent us from pursuing some or all of our business and result in our customers or potential customers deferring or limiting their purchase or use of our branded products, which could have a material adverse effect on our financial condition and results of operations.

 

We are subject to product liability exposure and have limited insurance coverage. Any product liability claims or potential safety-related regulatory actions could damage our reputation and materially and adversely affect our business, financial condition and results of operations.

 

The medical devices we assemble and sell can expose us to potential product liability claims if the use of these products causes or is alleged to have caused personal injuries or other adverse effects. Any product liability claim or regulatory action could be costly and time-consuming to defend. If successful, product liability claims may require us to pay substantial damages. We do not maintain product liability insurance to cover potential product liability arising from the use of our branded products because product liability insurance available in China offers only limited coverage compared to coverage offered in many other countries. As we expand our sales internationally and increase our exposure to these risks in many countries, we may be unable to obtain sufficient product liability insurance coverage on commercially reasonable terms, or at all. A product liability claim or potential safety-related regulatory action, with or without merit, could result in significant negative publicity and could materially and adversely affect the marketability of our branded products and our reputation, as well as our business, financial condition and results of operations.

 

Moreover, a material design, manufacturing or quality failure or defect in our branded products, other safety issues or heightened regulatory scrutiny could each warrant a product recall by us and result in increased product liability claims. Also, if these products are deemed by the authorities in the countries where we sell our branded products to fail to conform to product quality and safety requirements, we could be subject to regulatory action. In China, violation of PRC product quality and safety requirements may subject us to confiscation of related earnings, penalties, an order to cease sales of the violating product or to cease operations pending rectification. Furthermore, if the violation is determined to be serious, our business license to assemble or sell violating and other products could be suspended or revoked.

 

We may undertake acquisitions, which may have a material adverse effect on our ability to manage our business, and may end up being unsuccessful.

 

Our growth strategy may involve the acquisition of new technologies, businesses, products or services or the creation of strategic alliances in areas in which we do not currently operate. We do not have any understanding, commitment or agreement in place with regard to any such acquisitions at this time. These acquisitions could require that our management develop expertise in new areas, manage new business relationships and attract new types of customers. Furthermore, acquisitions may require significant attention from our management, and the diversion of our management’s attention and resources could have a material adverse effect on our ability to manage our business. We may also experience difficulties integrating acquisitions into our business and operations. Future acquisitions may also expose us to potential risks, including risks associated with:

 

  · the integration of new operations, services and personnel;
  · unforeseen or hidden liabilities;
  · the diversion of resources from our existing businesses and technologies; our inability to generate sufficient revenue to offset the costs of acquisitions; and
  · potential loss of, or harm to, relationships with employees or customers, any of which could significantly disrupt our ability to manage our business and materially and adversely affect our business, financial condition and results of operations.

 

In the event we are unable to complete acquisitions, we have reserved the right to reallocate such funds to our working capital. If this happens, we would have broad discretion over the ultimate us of such funds, and we could use such funds in ways with which investors might disagree.

 

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We may need additional capital in the future, and we may be unable to obtain such capital in a timely manner or on acceptable terms, or at all.

 

In order for us to grow, remain competitive, develop new products, and expand our distribution network, we may require additional capital in the future. Our ability to obtain additional capital in the future is subject to a variety of uncertainties, including:

 

  · our future financial condition, results of operations and cash flows;
  · general market conditions for capital raising activities by medical device manufacturers and other related companies; and
  · economic, political and other conditions in China and elsewhere.

 

We may be unable to obtain additional capital in a timely manner or on acceptable terms or at all. Furthermore, the terms and amount of any additional capital raised through issuances of equity securities may result in significant shareholder dilution.

 

If we experience a significant number of warranty claims, our costs could substantially increase and our reputation and brand could suffer.

 

We typically sell our branded products with warranty terms covering 12 months after purchase. Our branded product warranty requires us to repair all mechanical malfunctions and, if necessary, replace defective components. We accrue liability for potential warranty claims at the time of sale. If we experience an increase in warranty claims or if our repair and replacement costs associated with warranty claims increase significantly, we may have to accrue a greater liability for potential warranty claims. Moreover, an increase in the frequency of warranty claims could substantially increase our costs and harm our reputation and brand. Our business, financial condition, results of operations and prospects may suffer materially if we experience a significant increase in warranty claims on our branded products.

 

Foreign Operational Risks

 

Adverse changes in economic and political policies of the PRC government could have a material adverse effect on the overall economic growth of China, which could adversely affect our business.

 

Substantially all of our business operations are conducted in China. Accordingly, our results of operations, financial condition and prospects are subject to economic, political and legal developments in China. China’s economy differs from the economies of most developed countries in many respects, including with respect to the amount of government involvement, level of development, growth rate, control of foreign exchange and allocation of resources.

 

While the PRC economy has grown more rapidly in the past 30 years than the world economy as a whole, growth has been uneven across different regions and among various economic sectors of China. The PRC government has implemented various measures to encourage economic development and guide the allocation of resources. Some of these measures benefit the overall PRC economy, but may also have a negative effect on us. For example, our financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations that are applicable to us. Since early 2004, the PRC government has implemented certain measures to control the pace of economic growth. Such measures may cause a decrease in the level of economic activity in China, which in turn could adversely affect our results of operations and financial condition.

 

We may be subject to foreign exchange controls in the PRC.

 

Our PRC subsidiary and affiliates are subject to PRC rules and regulations on currency conversion. In the PRC, the State Administration for Foreign Exchange (“SAFE”) regulates the conversion of the RMB into foreign currencies. Currently, foreign investment enterprises (“FIEs”) are required to apply to SAFE for “Foreign Exchange Registration Certificate for FIEs.” BDL is a FIE. With such registration certifications (which need to be renewed annually), FIEs are allowed to open foreign currency accounts including the “recurrent account” and the “capital account.” Currently, conversion within the scope of the “recurrent account” can be effected without requiring the approval of SAFE. However, conversion of currency in the “capital account” (e.g. for capital items such as direct investments, loans, securities, etc.) are still subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities.

 

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If the investing public’s perception of smaller companies from China worsens, our share price may decrease and we may have difficulty accessing U.S. capital markets.

 

In recent months, a number of smaller companies from China have had the trading of their securities in the United States halted, delisted or otherwise affected for a variety of reasons. As a result, investors may be concerned about purchasing the securities of any smaller Chinese company. To the extent the investing community is reluctant to purchase such securities or discounts the value of the securities of companies that operate primarily or exclusively in China, our share price may also be adversely affected, regardless of whether there are specific concerns about our company. This could not only harm our share price but could also make it more difficult for us to conduct any future offering of our securities at a price that is acceptable to our company or at all.

 

We do not have business interruption, litigation or natural disaster insurance.

 

The insurance industry in China is still at an early stage of development. In particular PRC insurance companies offer limited business products. As a result, we do not have any business liability or disruption insurance coverage for our operations in China. Any business interruption, litigation or natural disaster may result in our business incurring substantial costs and the diversion of resources.

 

The Chinese enterprise income tax law will affect tax exemptions on the dividends we receive and increase the enterprise income tax rate applicable to us.

 

We are a holding company incorporated under the laws of the British Virgin Islands. We conduct substantially all of our business through our wholly owned Chinese subsidiaries and we derive all of our income from these subsidiaries. Prior to January 1, 2008, dividends derived by foreign legal persons from business operations in China were not subject to the Chinese enterprise income tax.

 

On March 16, 2007, the National People’s Congress of the PRC passed the PRC Enterprise Income Tax Law (the “EIT Law”), which took effect on January 1, 2008. Such tax exemptions ceased with the effectiveness of the EIT Law.

 

Under the EIT Law, if we are deemed to be a non-resident enterprise for Chinese tax purposes, a withholding tax at the rate of 10% would be applicable to any dividends paid by our Chinese subsidiaries to us. However, if we are deemed to have a “de facto management organization” in China, we would be classified as a resident enterprise for Chinese tax purposes and thus would be subject to an enterprise income tax rate of 25% on all of our income. At present, the Chinese tax authority has not issued any guidance on the application of the EIT Law and its implementing rules on non-Chinese enterprises or group enterprise controlled entities whose structures are like ours. As a result, it is unclear what factors will be used by the Chinese tax authorities to determine whether we are a “de facto management organization” in China. However, as substantially all members of our management team are located in China, we may be deemed to be a resident enterprise and therefore subject to an enterprise income tax rate of 25% on our worldwide income, with the possible exclusion of dividends received directly from another Chinese tax resident. As a result of such changes, our historical operating results will not be indicative of our operating results for future periods and the value of our shares may be adversely affected.

 

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BDL may also be required to allocate a portion of its after-tax profits, as determined by its board of directors, to the general reserve, the staff welfare and bonus funds, and the enterprise expansion reserve, which may not be distributed to equity owners.

 

Pursuant to the Law of Chinese-Foreign Equity Joint Ventures, Chinese-foreign equity joint ventures are required to allocate a portion of their after-tax profits in accordance with their Articles of Association, to the general reserve, the staff welfare and bonus funds, and the enterprise expansion reserve. According to the Articles of Association of BDL, the amount of each reserve is determined by BDL’s board of directors. The general reserve is used to offset future extraordinary losses. The subsidiaries may, upon a resolution passed by the shareholders, convert the general reserve into capital. The employee welfare and bonus reserve is used for the collective welfare of the employees of the subsidiaries. The enterprise expansion reserve is used for the expansion of the subsidiaries’ operations and can be converted to capital subject to approval by the relevant authorities. These reserves represent appropriations of retained earnings determined according to PRC law.

 

As of the date of this prospectus, the amounts of these reserves have not yet been determined, and we have not committed to establishing such amounts at this time. Under current PRC laws, BDL is required to set aside reserve amounts, but has not yet done so. BDL has not done so because PRC authorities grant companies flexibility in making a determination. Chinese law requires such a determination to be made in accordance with the companies’ organizational documents and BDL’s organizational documents do not require the determination to be made within a particular timeframe. Although we have not yet been required by PRC authorities to make such determinations or set aside such reserves, PRC authorities may require BDL to rectify its noncompliance and we may be fined if we fail to do so after warning within the time period set in the warning.

 

PRC law requires allocation to the general reserve before distribution of the after-tax profits of foreign invested companies, which could prevent us from receiving the dividends from BDL.

 

PRC law requires that the after-tax profits of foreign invested companies be distributed after a portion of after-tax profits is allocated to the reserve; therefore if for any reason, the dividends from BDL cannot be repatriated to us or not in time, then it may detrimentally affect our cash flow and even cause us to become insolvent.

 

Governmental control of currency conversion may affect the value of your investment.

 

The PRC government imposes controls on the convertibility of the Renminbi into foreign currencies and, in certain cases, the remittance of currency out of China. We receive the majority of our revenues in Renminbi. Under our current corporate structure, our income is derived from payments from BDL. Shortages in the availability of foreign currency may restrict the ability of BDL to remit sufficient foreign currency to pay dividends or other payments to us, or otherwise satisfy their foreign currency denominated obligations. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. However, approval from appropriate government authorities is required where Renminbi is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of bank loans denominated in foreign currencies. The PRC government may also at is discretion restrict access in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to pay dividends in foreign currencies to our shareholders.

 

Fluctuation of the Renminbi could materially affect our financial condition and results of operations.

 

The value of the Renminbi against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the Renminbi to the U.S. dollar. Under the new policy, the Renminbi is permitted to fluctuate within a narrow and managed band against a basket of certain foreign currencies. This change in policy has resulted in an appreciation of the Renminbi against the U.S. dollar. While the international reaction to the Renminbi revaluation has generally been positive, there remains significant international pressure on the PRC government to adopt an even more flexible currency policy, which could result in a further and more significant appreciation of the Renminbi against the U.S. dollar. Any significant revaluation of Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our common shares in U.S. dollars. For example, an appreciation of Renminbi against the U.S. dollar would make any new Renminbi denominated investments or expenditures more costly to us, to the extent that we need to convert U.S. dollars into Renminbi for such purposes.

 

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If PRC law were to phase out the preferential tax benefits currently being extended to certified high technology companies or if we were to fail to be certified to receive such a benefit, we would have to pay more taxes, which could have a material and adverse effect on our financial condition and results of operations.

 

Under PRC laws and regulations, a company may enjoy preferential tax benefits if it is certified as a high technology enterprise. As a certified high technology enterprise, we are subject to an enterprise income tax rate of 15% tax rate so long as we continue to be so certified. If the PRC law were to phase out preferential tax benefits currently granted to certified high technology enterprises or if we were to fail to be certified to receive such a benefit, we would be subject to the standard statutory tax rate, which currently is 25%.

 

If relations between the United States and China worsen, our share price may decrease and we may have difficulty accessing U.S. capital markets.

 

At various times during recent years, the United States and China have had disagreements over political and economic issues. Controversies may arise in the future between these two countries. Any political or trade controversies between the United States and China could adversely affect the market price of our common shares and our ability to access U.S. capital markets.

 

The PRC legal system embodies uncertainties that could limit the legal protections available to you and us.

 

The PRC legal system is a civil law system based on written statutes. Unlike common law systems, it is a system in which decided legal cases have limited precedential value. In 1979, the PRC government began to promulgate a comprehensive system of laws and regulations governing economic matters in general. The overall effect of legislation over the past three decades has significantly increased the protections afforded to various forms of foreign investment in China. Our PRC operating subsidiary, BDL, is a foreign-invested enterprise and is subject to laws and regulations applicable to foreign investment in China as well as laws and regulations applicable to foreign-invested enterprises. These laws and regulations change frequently, and their interpretation and enforcement involve uncertainties. For example, we may have to resort to administrative and court proceedings to enforce the legal protections that we enjoy either by law or contract. However, since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy than in more developed legal systems. These uncertainties may also impede our ability to enforce the contracts we have entered into. As a result, these uncertainties could materially and adversely affect our business and operations.

 

Recent PRC regulations relating to offshore investment activities by PRC residents may increase the administrative burden we face and create regulatory uncertainties that could restrict our overseas and cross-border investment activity, and a failure by our shareholders who are PRC residents to make any required applications and filings pursuant to such regulations may prevent us from being able to distribute profits and could expose us and our PRC resident shareholders to liability under PRC law.

 

In October 2005, SAFE promulgated regulations that require PRC residents and PRC corporate entities to register with and obtain approvals from relevant PRC government authorities in connection with their direct or indirect offshore investment activities. These regulations apply to our shareholders who are PRC residents in connection with our prior and any future offshore acquisitions.

 

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The October 2005 SAFE regulation required registration by March 31, 2006 of direct or indirect investments previously made by PRC residents in offshore companies prior to the implementation of the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-Raising and Reverse Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies on November 1, 2005. If a PRC shareholder with a direct or indirect stake in an offshore parent company fails to make the required SAFE registration, the PRC subsidiaries of such offshore parent company may be prohibited from making distributions of profit to the offshore parent and from paying the offshore parent proceeds from any reduction in capital, share transfer or liquidation in respect of the PRC subsidiaries. Furthermore, failure to comply with the various SAFE registration requirements described above could result in liability under PRC law for foreign exchange evasion.

 

We previously notified and urged our shareholders, and the shareholders of the offshore entities in our corporate group, who are PRC residents to make the necessary applications and filings, as required under this regulation. However, as these regulations are relatively new and there is uncertainty concerning their reconciliation with other approval requirements, it is unclear how they, and any future legislation concerning offshore or cross-border transactions, will be interpreted, amended and implemented by the relevant government authorities. While we believe that these shareholders submitted applications with local SAFE offices, some of our shareholders may not comply with our request to make or obtain any applicable registrations or approvals required by the regulation or other related legislation. The failure or inability of our PRC resident shareholders to obtain any required approvals or make any required registrations may subject us to fines and legal sanctions, prevent us from being able to make distributions or pay dividends, as a result of which our business operations and our ability to distribute profits to you could be materially and adversely affected.

 

Because our operations are located in China, information about our operations are not readily available from independent third-party sources.

 

Because the BDL is based in China, our shareholders may have greater difficulty in obtaining information about it on a timely basis than would shareholders of a U.S.-based company. BDL’s operations will continue to be conducted in China and shareholders may have difficulty in obtaining information about it from sources other than BDL itself. Information available from newspapers, trade journals, or local, regional or national regulatory agencies such as issuance of construction permits and contract awards for development projects will not be readily available to shareholders and, where available, will likely be available only in Chinese. Shareholders will be dependent upon management for reports of their progress, development, activities and expenditure of proceeds.

 

Item 4.                   Information on the Company

 

A. History and Development of the Company

 

Our founder, Mr. Ping Chen, founded Beijing Dehaier Technology Company Limited, a PRC company controlled by our chief executive officer, Mr. Ping Chen (“BTL”) on July 5, 2001 to develop and distribute medical devices. He currently owns approximately 91% of BTL, and his wife and employees of Dehaier Medical Systems Limited own the remaining 9% of BTL. BTL leases some of our property to us and provides certain transportation and repair services to medical devices for which we are not obligated to perform warranty services, either because the warranty is expired or because the product was sold by another company. BTL served as the domestic partner to our joint venture pursuant to which we, a British Virgin Islands company, own the majority Beijing Dehaier Medical Technology Company Limited (“BDL”), a PRC company in the medical device business. At the time of the formation of the joint venture, foreign enterprises were not permitted to own such companies without PRC partners.

 

In 2003, in order to continue to grow our business, BTL engaged in a corporate restructuring and Series A venture capital financing. As a result of those actions, Dehaier, BDL and De-haier Medical Systems (Hong Kong) Limited (“DHK”) were established and a venture capital investor, De-haier Investment Holdings, Ltd., a British Virgin Islands company, became a shareholder in Dehaier. At the same time, Mr. Chen’s wholly-owned company, Chen Ping Ltd., became a shareholder in Dehaier, and we created the holding company structure that is currently in place.

 

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Dehaier was incorporated as an international business company under the International Business Companies Act, 1984, in the British Virgin Islands on July 22, 2003 under the name “De-Haier Medical Systems Limited.” We changed this name to “Dehaier Medical Systems Limited” on June 3, 2005. Dehaier is a holding company. Dehaier does not conduct business in China and instead relies on BDL to conduct business in China.

 

On September 24, 2003, we established BDL. BDL conducts substantially all of our operations in China and is responsible for generating substantially all of our revenues. BDL was formed as a joint venture between a Chinese entity, BTL, and a foreign invested enterprise, Dehaier, in order to allow foreign investments to be used to grow our business. Because BDL is engaged in an encouraged industry under the Foreign Investment Industrial Guidance Catalogue, it was allowed to have foreign investments and to be established as a Chinese-foreign equity joint-venture. This structure allowed BDL access to foreign capital that would not have been available outside this structure. In addition to its engagement in an encouraged industry, the use of this joint venture structure allowed BDL to take advantage of favorable tax rates available prior to January 1, 2008. Before January 1, 2008, equity joint-ventures such as BDL could enjoy a preferential enterprise income tax rate of 24%. In addition to the lower standard rate, such equity joint-ventures were also allowed a two-year income tax exemption from the date they first became profitable and a 50% income tax reduction for the following three years after that time. After January 1, 2008, the income tax rates were unified at 25% under the PRC Enterprise Income Tax Law; however, BDL’s ability to pay lower income taxes prior to this date left it with more net income with which to grow its business.

 

On October 15, 2003, we founded DHK and created a holding company structure by which we are the parent company of BDL and DHK. DHK was formed in anticipation of opportunities to make use of its status as a Hong Kong company to grow our business; DHK was shut down on December 19, 2011 due to a change in business strategy. BDL has been focused on the development and distribution of medical devices since its inception and began developing its respiratory and oxygen homecare business in 2006.

 

Effective as of January 5, 2007, we completed a Series B venture capital financing with Crystal East Group Limited, a British Virgin Islands company. Crystal East Group Limited subsequently completed the transfer of its shares to its individual shareholder, Yijen Chen.

 

On April 22, 2010, we completed an initial public offering of 1,500,000 common shares. The offering was completed at an issuance price of $8.00 per share. Prior to the offering, the Company had 3,000,000 issued and outstanding shares, and after the offering, the Company had 4,500,000 issued and outstanding shares. The Company issued (a) to the placement agent in the initial public offering, warrants to purchase 150,000 common shares for an exercise price of $10.00 per share and (b) to the Company’s investor relations firm, warrants to purchase 7,500 common shares at an exercise price of $9.60 per share. Both the placement agent’s warrants and the investor relations firm’s warrants have a term of five years.

 

On February 21, 2014, we and certain institutional investors entered into a securities purchase agreement in connection with an offering (the “Offering”), pursuant to which we agreed to sell an aggregate of 734,700 common shares and warrants to initially purchase an aggregate of 220,410 common shares. The purchase price was $9.12 per common share, and the warrants are initially exercisable at $11.86 per share. The Offering closed on February 26, 2014, and the aggregate gross proceeds from the sale of the common shares, before deducting fees to the placement agent and other estimated offering expenses payable by us was approximately $6.7 million. This amount does not include any proceeds from warrant exercises. The warrants will be exercisable immediately as of the date of issuance at an exercise price of $11.86 per common share and expire forty-two months from the date of issuance.

 

On September 25, 2014, we registered 100,000 shares for reoffers and resales by our current Chief Executive Officer and a director, Ping Chen.

 

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Relationship among Dehaier, BTL and BDL

 

BTL is a PRC company established on July 5, 2001. Dehaier is a BVI company established on July 22, 2003. Dehaier and BTL jointly established BDL on September 24, 2003 as a Chinese-foreign equity joint-venture under the PRC laws. Dehaier has been and is BDL’s foreign shareholder, and BTL has been and is BDL’s domestic shareholder since BDL was established. Currently, Dehaier owns 99% of BDL, and BTL owns 1% of BDL. Under PRC laws, the shareholders of the equity joint-venture share the profits, risks and losses in proportion to their respective contributions of the equity joint-venture.

 

BTL leased its building to BDL from January 1, 2014 to December, 31 2014. The contract has been renewed from January 1, 2015 to December 31, 2015. At December 31, 2014, BTL’s building was pledged to a bank as collateral for short-term borrowings of RMB15,000,000 (US$ 2,440,500). Pursuant to the terms of the agreement, the line of credit is secured by BTL’s building and guaranteed by BDL and an officer of the Company.

 

B.            Business Overview

 

Our company develops and distributes medical devices, focusing primarily on sleep respiratory solutions to obstructive sleep apnea syndrome (“OSAS”) since 2010.

 

We design, develop and market our own branded medical products and medical components. Because we do not operate any fully scaled manufacturing facilities, we contract some of the medical components to outside manufacturers in China. Most of our branded products require light assembly by us before distribution.

 

We also distribute medical products designed and manufactured by other companies. We broaden our product portfolio through distribution agreements with international manufacturers, and most of the products we distribute are imported. Our distribution offerings are mostly medical equipment used in the operating room, the intensive care unit (“ICU”) and the emergency room.

 

While we sell our products primarily through distributors, we also make direct sales to hospitals, clinics and government health bureaus. We continue to further our market reach by introducing newer and more advanced product lines that address different end-user needs.

 

Recent Developments

 

In January 2014, the Company received CFDA approval for its second generation DHR998 Sleep Diagnostic Device from the Chinese State Food and Drug Administration. Dehaier has now formed a comprehensive line of products to address the market demands of sleep diagnosis, sleep apnea treatment and CPAP treatment evaluation.

 

In February 2014, (i) Timesco of London renewed the Company’s exclusive right to distribute Timesco’s CLX laryngoscope products. (ii) we and certain institutional investors entered into a securities purchase agreement in connection with an offering (the “Offering”), pursuant to which we agreed to sell an aggregate of 734,700 common shares and warrants to initially purchase an aggregate of 220,410 common shares. The purchase price was $9.12 per common share, and the warrants are initially exercisable at $11.86 per share. The Offering closed on February 26, 2014, and the aggregate gross proceeds from the sale of the common shares, before deducting fees to the placement agent and other estimated offering expenses payable by us was approximately $6.7 million. This amount does not include any proceeds from warrant exercises. The warrants will be exercisable immediately as of the date of issuance at an exercise price of $11.86 per common share and expire forty-two months from the date of issuance.

 

In April 2014, we appointed Huili (Alisa) Li as our new Chief Financial Officer and as a Director, in both cases to replace Mr. Jingli (Charles) Li, who resigned on April 8, 2014. In addition, in April 2014, we began serving as the exclusive product-appointed distribution agent for some of the world's leading medical companies such as Olympus (Beijing) Sales & Services Co., Ltd. in bidding for multiple government procurement projects funded by the Chinese government.

 

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In June 2014, we (i) received approval from the China Food and Drug Administration (“CFDA”) for our Morpheus Ox software, (ii) obtained a software copyright certificate for our Tele-Consultation Management System V1.0 from China’s State Copyright Bureau and (iii) received a software product registration and test report from the Software Testing Center of China’s State Information Center.

 

In September 2014, we cooperated with Mindray, Shenzhen Prolto and China Pharmaceutical Group Beijing Medical Equipment Co. to participate in multiple medical equipment procurement projects for top-tier hospitals and successfully secured purchasing orders.

 

In October 2014, we introduced Dehaier’s wearable sleep respiratory technology systems to twenty-eight medical examination centers and hospitals in China to provide Obstructive Sleep Apnea Syndrome (“OSAS”) diagnosis, CPAP treatment, curative effect evaluation and other related services.

 

In November 2014, (i) our sleep respiratory solution systems were adopted by an additional 26 major hospitals and 4 medical examination centers in Beijing, Tianjin, Shanxi, Hebei, Anhui, Hubei, Shandong, Inner Mongolia, and Gansu provinces. We also signed a new software license and strategic cooperation agreement with Israel-based WideMed Technologies Ltd.

 

Our Products

 

Our proprietary and distributed products include three major categories: (i) medical devices (including supporting products); (ii) sleep respiratory and oxygen homecare products, and (iii) mobile medicine (including Internet Medical and Sleep Diagnosis Products). Our medical devices proprietary and distributed products are mainly used in hospitals and clinics, while the sleep respiratory and oxygen homecare products are mainly for hospitals, sleep centers and at-home use by individual.

 

Our Proprietary Products

 

Our management believes that our proprietary products, which are generally less expensive than products from foreign companies, tend to be more attractive to smaller city and rural hospitals and healthcare facilities and other end-users for whom price is a significant factor in deciding whether to purchase our products. Our proprietary products include medical devices and related supporting/technical service products, and sleep respiratory and oxygen homecare products.

 

Medical Devices (Including Related Supporting Products)

 

  Mobile Medical X-Ray Image Devices. We provide four types of DHR Explorer Series mobile and C-armed X-ray machines. X-ray is used for visualizing bone structures and other dense tissues such as tumors. These mobile and C-armed X-ray machines provide added convenience for use in hospitals and clinics. Our C-arm series of X-ray systems are suitable for ortho reduction and fixation procedures, intervertebral disc imaging and treatment, spinal operation, uterine and oviduct imaging, bladder and ureter imaging and gastric imaging.

 

  Anesthesia Machines. We provide two types of DHR ORSA Series anesthesia machines. These machines are used by anesthesiologists to support the administration of anesthesia. These machines administer a precise and continuous supply of anesthetic gases and vapors to the patient at accurate and safe levels of pressure and flow. These machines maintain a continuous, closed-loop control over the pressure of gas within a patient’s mouth or respiratory according to the selected pressure input. In addition, these machines feature a modular design for mobility and ease of maintenance, cleaning and disinfection.

 

  Ventilator Air Compressor. We provide two types of air compressors to support medical ventilators in surgery by supplying continuous airflow for the ventilator. Where a facility lacks a central pressured air supply system, our C250 and C280 air compressors provide a portable source of such pressured air. Our air compressors feature oil-less motors, large locking castors, high flow capacity, and spill-proof switches. We have designed our air compressors to be adaptable for use with any ventilator.

 

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  Trolleys for Ventilators. We provide three types of trolleys to hold ventilators and their accessories for mobility. These trolleys can be fit with a monitor to further enhance the portability and utility.

 

  Sterilizers for Ventilators. We provide one type of sterilizer to treat the air from patients in order to control cross-contamination and infection in a facility in general and for subsequent ventilator patients in particular.

 

Sleep Respiratory and Oxygen Homecare Products

 

  Oxygen Concentrating Products. We provide two types of oxygen concentrator products, including, the DHR-3L/5L Oxi-Fairy and the DHR-3L/5L Oxi-Pioneer. These products use our patented advanced Pressure Swing Absorbing (“PSA”) technology to produce highly-concentrated, therapeutic-level oxygen (approximately 90% oxygen concentration) from air at normal temperatures. These products are used by patients with cardiovascular disease, respiratory diseases, such as chronic obstructive pulmonary disease, and geriatric patients.

 

  Sleep Apnea Treatment Products. We have designed and expect to provide several products designed for obstructive sleep apnea (“OSA”) therapy. These products include our DHR CPAP C5, DHR Auto CPAP A8, and DHR Auto S-CPAP A9. Our DHR CPAP C5, Auto CPAP A8 and DHR S-CPAP A9 are in the process of obtaining CFDA approval and will not be available for sale until we receive such approval. While we expect to receive this approval within the first half of 2010, we cannot guarantee that we will obtain such CFDA approval in this timeframe or all. These products are all non-invasive therapy products that treat symptoms of sleep apnea. Our CPAP devices do not cure apnea but instead use air pressure to open customers’ airways to reduce snoring and apnea disturbances during sleep. Our automatic CPAP products provide air pressure at a customized, adjustable level, while our traditional CPAP products provide a constant level of air pressure.

 

  Effective Oxygen Supplement System. We developed an effective oxygen supplement system which helps deliver high-flow, minimal resistance oxygen to patients. This enhanced system can be widely applied to particular circumstances including hospital, emergency treatment, disaster relief, national defense, homecare and homecare oxygen therapy service.

 
Mobile Medicine (including Internet Medical and Sleep Diagnosis Products)

 

  Sleep Apnea Diagnostic Products. We have designed and expect to provide two types of screening and diagnosis products are portable sleep respiratory recording devices that can be used in a healthcare facility or in a patient’s home to assist physicians in determining whether the patient has obstructive sleep apnea requiring use of a CPAP device. We have obtained the CFDA for DHR998 in January 2014.

 

Research and Development of Our Proprietary Products

 

Our success to date has in part resulted from our strong research and development capabilities, which allow us to regularly introduce new and more advanced products at competitive prices. We increased our annual investment in research and development activities as a percentage of net revenues every year since 2003. Research and development costs were $615,334, $484,770 and$230,854 for the years ended December 31, 2014, 2013 and 2012, respectively. Our research and development team consists of 20 engineers, representing more than one-fifth of our employees.

 

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Our project selection goals focus on projects that we believe are commercially feasible, can generate significant revenue and can be introduced into the market in the near-term. While our research and development department may conduct research into areas that are likely to lead to short-, medium- and long-range business opportunities for our company, we focus our development of products on those solutions we believe are most likely to generate significant near-term revenues. Thus, we would generally devote more resources to a solution expected to have an immediate financial return (for example, a ventilator) than to a project with a potentially greater overall payoff that is more distant and tenuous (for example, an artificial lung).

 

Our management seeks feedback from our distribution network to learn about needs for future products and improvements to existing products that our research and development department can seek to address. Once we identify a product opportunity, our sales and service, research and development, and assembly teams work closely together to determine potential market demand for a product and how it fits with our current design and assembly capabilities. We organize regular meetings in which our sales and service, research and development and assembly teams review progress and, if necessary, adjust the emphasis of our research and development projects.

 

If we deem a new product to be commercially feasible, our research and development team will work closely with our assembly team to move assembly forward. This integrated approach allows us to identify potential difficulties in commercializing our proprietary product or product improvement. Furthermore, it enables us to make adjustments as necessary and develop cost-efficient assembly processes prior to distribution. We believe these abilities can significantly shorten the time it takes to launch a commercialized product. In the last three years, we have developed and brought to market 5 new products, which appeal to a wide range of end-users.

 

We maintain a 5,400 square foot research and development center in our facility in Beijing, which allows us to compete for skilled research and development technicians and managers. In addition, we are enhancing our research and development ability by cooperating with the research institutes of two top ranking Universities in China: Beijing University of Aeronautics & Astronautics and Beijing University of Technology and Science.

 

Principal Suppliers – Our Proprietary Products

 

We use the following principal suppliers to manufacture the components in the products we develop and assemble:

 

  Beijing HuaYuHuiZhi technology Co., LTD
  IMD Beijing Medical Instrument Co., LTD
  Hunan ZhongYi High-tech Development Co., LTD
  HEYER (Beijing) International Medical Trading Co., LTD
  JianFa (Beijing) Co., LTD

 

We believe the components provided by our suppliers are widely available and do not anticipate that we will be unable to obtain these components from other suppliers in the event our principal suppliers are unable or unwilling to supply us. We provide the technical specifications and files needed for our suppliers to manufacture components. We purchase the same components from a wide variety of suppliers.

 

We outsource the production of some of our oxygen concentrators and air compressors to Friend of Health under production agreements. We provide the technical specifications and files needed for Friend of Health to manufacture these proprietary products. We provide separately outsourced core parts to Friend of Health to incorporate into the components they assemble and distribute for us. We test and approve each part produced by Friend of Health before they begin mass production. We require Friend of Health to maintain minimum supplies of our proprietary products and components for use in our proprietary products, and we permit them to sell our proprietary products only in Chuzhou. Friend of Health delivers products to us on credit, and we are required to make payment within 45 days after the date of delivery. Friend of Health is the only supplier that also assembles and distributes finished proprietary products for us.

 

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Assembly of Our Proprietary Products

 

After our research and development team designs the technical specifications and computer models for our proprietary products, we typically work with an independent contractor to fabricate working prototypes before we commence with the production run of a product. We test prototypes to confirm that they operate as expected and with the quality we require. During the prototyping process, we apply for CFDA approval as necessary. Once both of these processes are completed, we commission a production run of components for assembly into our proprietary products.

 

We depend on component and product manufacturing and logistical services provided by third parties. All of our proprietary products are manufactured in whole or in part by a variety of third-party manufacturers. While these arrangements may lower operating costs, they also reduce our direct control over production. It is uncertain what effect such diminished control will have on the quality or quantity of products or services, or on our flexibility to respond to changing conditions.

 

We maintain a 32,000 square foot product center in Changping Science Park in Beijing. This product center contains our research and development area and our assembly facilities. Final assembly of our products is currently performed in this facility by our 19 employees in assembly and by some of our external vendors, such as Friend of Health. Currently, the supply and manufacture of many critical components is performed by sole-sourced third-party vendors in China.

 

Proprietary Rights for Our Proprietary Products

 

We are developing a portfolio of intellectual property rights in China to protect the technologies, inventions and improvements that we believe are significant to our business in China. We have two practical patents issued in China for oxygen concentrators. We have five design patents related to our CPAP devices (2), portable sleep screening (2) and diagnostic services (1). In addition, we obtained 11 software copyrights to our C-arm X-Ray machine (1), CPAP machine (5), air compressor (1), anesthesia machine (1), air concentrator (2) and Tele-Consultation Management System V1.0 (1). Moreover, we possess proprietary technology and know-how in assembly processes, design and engineering. We have not filed for any patent protection outside of China. To protect our brand name recognition, we have registered the brand name “Dehaier” for trademark protection in China. 

Our success in the medical equipment industry depends in substantial part on effective management of both intellectual property assets and infringement risks. In particular, we must be able to protect our own intellectual property as well as minimize the risk that any of our proprietary products may infringe upon the intellectual property rights of others.

 

We enter into agreements with all our employees involved in research and development, under which all intellectual property generated during their employment belongs to us, and they waive all relevant rights or claims to such intellectual property. All our employees involved in research and development are also bound by a confidentiality obligation and have agreed to disclose and assign to us all inventions conceived by them during their term of employment.

 

We believe that we have successfully established our brand in China. We have registered trademarks in China for the Dehaier name and logo used on our own-brand products. As part of our overall strategy to protect and enhance the value of our brand, we actively enforce our registered trademarks against any unauthorized use by a third party.

 

Our Distributed Products

 

Our management believes that our distributed products, which are generally more expensive than products from Chinese companies, tend to be more attractive to larger city hospitals and more affluent healthcare facilities and other end-users for whom perceived quality is a significant factor in deciding which products to purchase. While we believe that the quality of our proprietary products is also strong, we understand that some consumers in China associate more well-known international brands with higher quality than they associate with domestically produced brands.

 

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We serve as a significant distributor in China for several foreign producers of medical devices and sleep respiratory and oxygen homecare products, including IMD, Timesco, HEYER, eVent and GCE. We believe this extensive platform allows us to be responsive to local market demand. We distribute medical devices and sleep respiratory and oxygen homecare products for these companies.

 

Medical Devices

 

  Mobile Medical X-Ray Image Devices. We provide two types of X-ray machines developed by other companies: the IMD Radius Series mobile and C-armed X-ray machine and the IMD Compact Series mobile-X-ray machine.
  Anesthesia Machines. We provide two types of anesthesia machines developed by other companies: the Nakomat and Bahner models from HEYER. These machines are used by anesthesiologists to support the administration of anesthesia. These machines administer a precise and continuous supply of anesthetic gases and vapors to the patient at accurate and safe pressure and flow levels. These machines maintain a continuous, closed-loop control over the pressure of gas within a patient’s respiratory system according to the selected pressure input. In addition, these machines feature a modular design for mobility and ease of maintenance, cleaning and disinfection.
  Ultrasonic Nebulizers. We provide one type of ultrasonic nebulizer developed by another company: the Cumulus model from HEYER. These devices are used to treat patients with respiratory disease such as asthma, bronchitis and pneumonia. The ultrasonic nebulizers convert low viscosity liquid drug into fine like particles so that the particles can reach to infectious area in the respiratory tract. Our distributed model, the Cumulus, is the only model in the market to effectively treat infection in the lower respiratory tract area.
  Laryngoscopes. We provide three types of laryngoscopes developed by other companies: the Optima, Optima XL and Eclipse lines of laryngoscopes from Timesco. Laryngoscopes are flexible lighted tubes that are used to look at the inside of the larynx. Anesthesiologists make use of laryngoscopes to assist with intubation in surgery.

 

Sleep Respiratory and Oxygen Homecare Products

 

  Oxygen Valve. We offer a high-flow oxygen device named EASE from Gas Control Equipment Corp. It can be connected with a portable oxygen tank or medical gas pipeline system to deliver high flows of oxygen to patients with minimal breathing resistance. In addition, it helps to deliver high-flow, minimal resistance oxygen to patients. This device effectively increases the degree of blood oxygen saturation and accelerates the recovery of cell functions when patients experience severe hypoxia.

 

Our Relationships with Suppliers of Our Distributed Products

 

While we develop, assemble, market and sell our proprietary products, we also serve as the distributor for a number of international companies looking to sell their brands of products in China. We are a distribution agent for some or all products marketed in China by IMD (Italy), Timesco (UK), HEYER (Germany), and Olympus (Beijing). In this capacity, we are responsible for sales, marketing and after-sale services of these products.

 

We sign agency agreements with these international suppliers annually with the aim of settling marketing promotion modes, costs, product training and resolution of customer service issues. The agency agreements cover purchasing price, purchasing intervals, order quantity, transportation and type of payment, spare part supply and after-sale service terms. We negotiate renewal of these agency agreements as they expire to confirm ongoing distributor expectations.

 

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We seek to enlarge the scope of products we are able to sell as agent for these companies and constantly try to identify competitive suppliers and products on the international market to assist them with marketing and selling their products in China.

 

Principal Suppliers – Our Distributed Products

 

In addition to the products we design, we distribute products designed and manufactured by the following companies:

 

  IMD (Italy)
  Timesco (UK)
  HEYER (Germany)
  Olympus (Beijing)
  Otometrics (Demark)
  Beijing HuaYuHuiZhi technology Co., LTD

 

The exact products from these suppliers are available only from such suppliers; however, we believe that we will be able to obtain similar products from other suppliers in the event our principal suppliers are unable or unwilling to supply us.

 

Our Service Centers

 

We maintain a 24-hour customer service center in Beijing for technical support and repair. We staff our customer service center with senior technical support engineers who provide preliminary support. Our engineers attempt to quickly diagnose and assist in repairing problems over the phone, or determine whether a service visit to the customer’s premises is necessary. In some instances, our engineers will provide on-site operating guidance and repair service. We periodically review customer calls to ensure that any issues raised by our customers are resolved to their satisfaction.

 

Customers

 

We have three categories of customers: (i) distributors, (ii) hospitals and government agencies and (iii) individual consumers to whom we sell directly. Our customer base is widely dispersed on both a geographic and revenues basis.

  

Our distributors. Sales to our distributors make up the substantial majority of our revenues as over 90% of our sales are to distributors. Based on the expected use of products sold to distributors, we estimate that they sell approximately 58% of our products to hospitals, 22% to clinics and 10% to individuals. As a result, we estimate that approximately 60% of our products (on a revenue basis, rather than unit basis) are sold to hospitals, approximately 20% to clinics and approximately 20% to individuals. We have contractual distribution relationships with over 2,000 independent distributors. We do not own, employ or control these independent distributors.

 

Hospital and governmental agency customers.  Our hospital and governmental agency customers primarily include hospitals as well as provincial level public health bureaus and population and family planning bureaus. We also refer to these customers as our “Key Accounts.” These customers typically place large volume orders that are awarded based on bids submitted by competing medical equipment companies through a state-owned bidding agent.

 

Individual consumers. We sell our products directly to consumers through our website platform.

 

Dependence on Major Customers. For the years ended December 31, 2014, 2013 and 2012, approximately 20%, 26% and 13% of the Company’s revenues were received from two customers.

 

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Concentration of Receivables At December 31, 2014, receivables from one customer were approximately 10% of accounts receivable at December 31, 2014. No single customer represented more than 10% of amounts receivable at December 31, 2013 and 2012, respectively.

 

Dependence on Major Suppliers. For the years ended December 31, 2014, 2013 and 2012, purchases from three suppliers were approximately 31%, 19%, 12%; 43%, 25%, 15%; and 34%, 33%, 19%, respectively.

 

Competition

 

The medical device industry is characterized by rapid product development, technological advances, intense competition and a strong emphasis on proprietary information. Across all product lines and product tiers, we face direct competition from both domestic and international competitors. We compete based on factors such as price, value, customer support, brand recognition, reputation, and product functionality, reliability and compatibility. Each of our proprietary products competes against functionally similar products from domestic and international companies.

 

Our competitors include publicly traded and privately held multinational companies, such as Respironics, Inc. and ResMed Inc., as well as domestic Chinese companies such as Beijing Aoji, Beijing Ya’ao, Jiangsu Yuyue, Zhejiang Longfei, Beijing Shenlu, Guangdong Pigeon, Beijing Huaputai and Tianjin Fufeng. We believe that we can continue to compete successfully in China because our established domestic distribution network and customer support and service network allows us significantly better access to China’s small and medium-sized hospitals. In addition, our strong investment in research and development, coupled with our low-cost operating model, allows us to compete effectively for sales to large hospitals.

 

We believe our competitive position in China varies depending on the product in question. While we are a much smaller company overall than, for example, General Electric, Siemens or Philips and are unable to offer the range or depth of products each of those companies offers, we believe our market position is favorable in several segments. The following charts provide our marketing department’s estimations of our primary competitors by product, both as to our proprietary products and as to our distributed products:

 

Proprietary Product   Primary Competitors in China   Dehaier’s Estimated Competitive
Position*
DHR Explorer Series C-armed X-ray machine   Nanjing Puai, Beijing Wandong, Beijing Smart, Shenzhen Lanyun   Average
         
DHR ORSA Series anesthesia machines   Drugg, GE, Spacelab   Average
         
C250 and C280 air compressors   Beijing Yi’an, Beijing Shenlu   Greater than average

 

Trolleys   An OEM business model, N/A   N/A
         
DHR oxygen concentrator   Beijing Aoji, Beijing Ya’ao, Jiangsu Yuyue, Zhejiang Longfei and Shenyang Haigui   Greater than average
         
DHR CPAP C5   Foreign companies such as Respironics, ResMed, and Covidien   Average
         
DHR 998* and diagnosis products   Foreign companies such as Respironics, ResMed, and Covidien   Greater than average
         
IMD C-armed X-ray machine   Philips, GE, Siemens   Smaller than average

  

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HEYER Anesthesia Machine   Drager (GER), Datex-Ohmeda (US), Primas (UK), Helen (GER)   Smaller than average
         
HEYER Ultrasonic Nebulizer   PARI (GER), YUYUE (China)   Average
         
Timesco laryngoscope   Kirchner & Wilhelm (GER), WelchAllyn (USA)   Greater than average
         
Home Oxygen Therapy Service   Shanghai Shenwei Medical Group   Smaller than average

 

*A “greater than average” position indicates Dehaier estimates its competitive position in the top third of all competitors. “Average” indicates Dehaier estimates its competitive position in the middle third of all competitors. “Smaller than average” indicates Dehaier estimates its competitive position in the bottom third of all competitors.

 

As we expand into international markets, our competitors will include publicly traded and privately held multinational companies such as Respironics and ResMed. These companies typically focus on the premium segments of the market. We believe we can successfully penetrate certain international markets by offering products of comparable quality at lower prices. We will also face competition in international sales from companies that have local operations in the markets in which we sell our proprietary products. We believe that we can compete successfully with these companies by offering high quality proprietary products at comparable prices.

 

Methods of Competition

 

China’s medical device market currently features a significant number of small distributors. We seek to distinguish our company from our competitors by being able to offer proprietary and distributed products that address the device needs of customers that may have very different needs.

 

For example, China is currently investing heavily in health care nationwide; however, money for healthcare is currently unevenly distributed. There are a number of large hospitals that have significant resources and a number of rural clinics that have extremely limited budgets. We are able to provide distributed products that reach the more affluent customers, as these customers frequently tend to ascribe more perceived value to products made by well-known foreign companies, such as Timesco and HEYER. We are also able to supply our proprietary products to customers who tend to care less about perceived value and more about functionality. One of our strategies in competing in this market is to make our products as mobile as possible. For this reason, our air compressors, mobile X-ray devices, trolleys and the like are all portable. This portability addresses the budgetary limitations of, for instance, a rural clinic that can only afford to purchase a single air compressor.

 

We currently compete on three levels. First, we have well-established distribution channels and close relations with more than 2,000 dealers and distributors, reaching an estimated 3,000 hospitals. We maintain relationships with healthcare bureaus as well as other key accounts to actively participate in state-level contracted procurement projects. Second, our proprietary homecare medical products are designed to provide an all-in-one solution for end users. Together with our new home oxygen therapy service, we provide homecare medical solutions that combine products and services. Third, we have emphasized international growth, including seeking approval to sell our products in Europe and other countries and establishing a U.S. subsidiary to enable us to compete in North America. We focus on maintaining a high quality to price ratio in our proprietary products. In addition, being a NASDAQ-listed company has helped to build our brand image and reputation with potential customers and business partners.

 

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Seasonality

 

During the period from April to May, we generally experience an increase in revenues associated with our attendance at the China International Medical Equipment Fair, the largest exhibition of medical equipment, related products and services in Asia-Pacific region. This fair occurs in the spring each year. In addition, we generally experience an increase in revenues in the period from September through November. This increase is associated with hospital purchasing designed to extinguish governmental budgets prior to the fiscal year end. And our first quarter performance generally decline as a result of the lack of business conducted during the Chinese Lunar New Year Holiday.

 

Employees

 

As of December 31, 2014, we have 107 full-time employees, of which, 19 are employed in assembly; 9 are in research and development; 29 are in general administration; and 50 are in marketing and sales. As required by PRC regulations, we participate in various employee benefit plans that are organized by municipal and provincial governments, including pension, work-related injury benefits, maternity insurance, and medical and unemployment benefit plans. We are required under PRC law to make contributions to the employee benefit plans at specified percentages of the salaries, bonuses, housing funds and certain allowances of our employees, up to a maximum amount specified by the local government from time to time. We make contributions to employee benefits equal to 10% of employee salaries.

 

Generally, we enter into a three-year standard employment contract with all of our officers, managers and other key employees and a one-year standard employment contract with all other employees. According to these employment contracts, all of our employees are prohibited from engaging in any activities that compete with our business during the period of their employment with us.

 

Under Chinese law, we may only terminate employment agreements without cause and without penalty by providing notice of non-renewal one month prior to the date on which the employment agreement is scheduled to expire. If we fail to provide this notice or if we wish to terminate an employment agreement in the absence of cause, then we are obligated to pay the employee one month’s salary for each year we have employed the employee. We are, however, permitted to terminate an employee for cause without penalty to our company, where the employee has committed a crime or the employee’s actions or inactions have resulted in a material adverse effect to us.

 

Regulations

 

Our products are medical devices and are subject to regulatory controls governing medical devices. As a distributor of medical equipment and supplies we are subject to regulation and oversight by different levels of the food and drug administration in China, in particular the CFDA. We are also subject to other PRC government laws and regulations. CFDA requirements include obtaining certifications, permits, compliance with clinical testing standards, assembly practices, quality standards, applicable industry standards and adverse event reporting, and advertising and packaging standards.

 

China’s Regulation of Medical Devices

 

Classification of Medical Devices

 

In China, medical devices are classified by the CFDA into three different categories, Class I, Class II and Class III, depending on the degree of risk associated with each medical device and the extent of control needed to ensure safety and effectiveness. Classification of a medical device is important because the class to which a medical device is assigned determines, among other things, whether a company needs to obtain a permit and the level of regulatory authority involved in obtaining such permit. Classification of a device also determines the types of registration required and the level of regulatory authority involved in effecting the product registration.

 

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Class I devices require product certification and are those with low risk to the human body and are subject to “general controls.” Class I devices are regulated by the city level food and drug administration where the company is located. Class II devices are those with medium risk to the human body and are subject to “special controls.” Class II devices require product certification, usually through a quality system assessment, and are regulated by the provincial level food and drug administration where the company is located. Class III devices are those with high risk to the human body, such as life-sustaining, life-supporting or implantable devices. Class III devices also require product certification and are regulated by the CFDA under the strictest regulatory control.

 

The majority of our products are classified as Class II or Class III devices. Our anesthesia machines and ventilators are classified as Class III medical devices, while the remainder of our products is either classified as Class II or, in the case of our ventilator trolleys and sterilizers, not categorized devices.

 

Assembly Permit

 

A company must obtain a permit from the provincial level food and drug administration before commencing the assembly of Class II and Class III medical devices. No assembly permit is required for Class I devices, but the company must notify the provincial level food and drug administration where the company is located and file for record with it. An assembly permit, once obtained, is valid for five years and is renewable upon expiration.

 

We have a single assembly permit, which covers all products we assemble and is scheduled to expire on August 25, 2018. To renew an assembly permit, a company needs to submit to the provincial level food and drug administration an application to renew the permit, along with required information six months before the expiration date of the permit. If we are unable to renew the permit before it expires, we could lose our ability to assemble our medical devices until the situation is rectified.

 

Distribution License

 

A manufacturer or distributor must obtain a distribution license in order to engage in sales and distribution of Class II and Class III medical devices in China. A distribution license is valid for five years and is renewable upon expiration. If we are unable to renew the permit before it expires, we could lose our ability to distribute medical devices until the situation is rectified.

 

Registration Requirement

 

Before a medical device can be manufactured for commercial distribution, a company must effect medical device registration by proving the safety and effectiveness of the medical device to the satisfaction of respective levels of the food and drug administration. In order to conduct a clinical trial on a Class II or Class III medical device, the CFDA requires companies to apply for and obtain in advance a favorable inspection result for the device from an inspection center jointly recognized by the CFDA and the Administration of Quality Supervision, Inspection and Quarantine. The application to the inspection center must be supported by appropriate data, such as animal and laboratory testing results. If the inspection center approves the application for clinical trial, and the respective levels of the food and drug administration approve the institutions which will conduct the clinical trials, the company may begin the clinical trial. A registration application for a Class II or Class III device must provide required pre-clinical and clinical trial data and information about the device and its components regarding, among other things, device design, production and labeling. The provincial level food and drug administration, within 60 days of receiving an application for the registration of a Class II device, and the CFDA, within 90 days of receiving an application for the registration of a Class III device, will notify the applicant whether the application for registration is approved. If approved, a registration certificate will be issued within ten days of written approval. If the food and drug administration requires supplemental information, the approval process may take much longer. The registration is valid for four years.

 

The CFDA may change its policies, adopt additional regulations, revise existing regulations or tighten enforcement, each of which could block or delay the approval process for a medical device.

 

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The following table discloses the current registration expiration dates for the products we sell. It is the obligation of that produces the product to seek registration and any renewals. We are responsible for registering our proprietary products but must rely on the suppliers of other products to seek registration for those products. We will either cease to sell such product or seek comparable products from other suppliers in the event the registration is not renewed on expiration.

 

Medical Devices (Including Related Supporting Products) 

 

Product Type   Product Model   Registration Expiration  
Mobile Medical X-Ray Image Devices   Explorer Series mobile and C-armed X-ray machine   July 2015
    IMD Compact Series mobile-X-ray machine   January 2019 
Ventilator Air Compressor   DHR280 Air Compressor for Ventilators   Jun-18
Laryngoscope   Timesco Laryngoscope   September 2014(1)
Injection Pump   JMS Injection Pump SP-500   May-15
Anesthesia Machine   Heyer Narkomat   Aug-15
Trolleys for Ventilators   Not applicable   Not a medical device
Sterilizers for Ventilators   Not applicable   Not a medical device

 

Respiratory and Oxygen Homecare Products

 

Product Type   Product Model   Registration Expiration
Oxygen Concentrating Products   Oxygen concentrator   Jul-18
Sleep Apnea Treatment Products   CPAP C5   Jul-16
    Auto CPAP A8   Jul-16
    Auto S-CPAP A9   Jul-16
Diagnostic Products   DHR 998   Nov-17

 

  (1) We are in the process of applying to renew registration for Timesco Laryngoscope and have submitted it for approval and expect to receive the registration in the near future.

 

Continuing CFDA Regulation

 

We are subject to continuing regulation by the CFDA. In the event of significant modification to an approved medical device, its labeling or its assembly process, a new premarket approval or premarket approval supplement may be required. Our products are subject to, among others, the following regulations:

 

  CFDA’s quality system regulations which require companies to create, implement and follow certain design, testing, control, documentation and other quality assurance procedures;

 

  medical device reporting regulations, which require that companies report to the CFDA certain types of adverse reaction and other events involving their products; and

 

  CFDA’s general prohibition against promoting products for unapproved uses.

 

Class II and III devices may also be subject to special controls applicable to them, such as supply purchase information, performance standards, quality inspection procedures and product testing devices which may not be required for Class I devices. We believe we are in compliance with the applicable CFDA guidelines, but we could be required to change our compliance activities or be subject to other special controls if the CFDA changes or modifies its existing regulations or adopts new requirements.

 

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We are also subject to inspection and market surveillance by the CFDA to determine compliance with regulatory requirements. If the CFDA decides to enforce its regulations and rules, the agency can institute a wide variety of enforcement actions such as:

 

  fines, injunctions and civil penalties;
  recall or seizure of our products;
  the imposition of operating restrictions, partial suspension or complete shutdown of assembly; and
  criminal prosecution.

 

China Compulsory Certification Requirements

 

China Compulsory Certification, or CCC, inclusive of a certificate and a mark, serves as evidence that the covered products can be imported, marketed or used in China. The CCC mark is administered by the China National Certification and Accreditation Administration, which designates the China Quality Certification Center to process CCC mark applications. Some medical devices are required to have a CCC mark. We have received a certificate and a mark for each of our proprietary products for which a CCC mark is required.

 

Other National and Provincial Level Laws and Regulations in China

 

Beyond those laws and regulations we consider material to our business, we are subject to evolving regulations under many other laws and regulations administered by governmental authorities at the national, provincial and city levels, some of which are, or may be, applicable to our business. Our hospital customers are also subject to a wide variety of laws and regulations that could affect the nature and scope of their relationships with us.

 

Laws regulating the conduct of business in our industry cover a broad array of subjects. We must comply with numerous additional state and local laws relating to matters such as safe working conditions, environmental protection and fire hazard control, which affect all companies doing business in China. We believe we are currently in compliance with these laws and regulations in all material respects. We may be required to incur significant costs to comply with these laws and regulations in the future. Unanticipated changes in existing regulatory requirements or adoption of new requirements could have a material adverse effect on our business, financial condition and results of operations.

 

Restriction on Foreign Ownership

 

The principal regulation governing foreign ownership of medical device businesses in the PRC is the 2015 Foreign Investment Industrial Guidance Catalogue (the “Catalogue”). The Catalogue classifies the various industries into four categories: encouraged, permitted, restricted and prohibited. As confirmed by the government authorities, BDL is engaged in an encouraged industry. Such a designation offers businesses distinct advantages. For example, businesses engaged in encouraged industries:

 

  are not subject to restrictions on foreign investment, and, as such, foreign can own a majority in Sino-foreign joint ventures or establish wholly-owned foreign enterprises in the PRC;

 

  provided such company has total investment of less than $100 million, the company is subject to regional (not central) government examination and approval which are generally more efficient and less time-consuming; and
  may import certain equipment while enjoying a tariff and import-stage value-added tax exemption.

 

The National Development and Reform Commission and the Ministry of Commerce periodically jointly revise the Foreign Investment Industrial Guidance Catalogue. As such, there is a possibility that our company’s business may fall outside the scope of the definition of an encouraged industry in the future. Should this occur, we would no longer benefit from such designation.

 

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Regulation of Foreign Currency Exchange

 

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations (1996), as amended, and the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996). Under these regulations, Renminbi are freely convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for most capital account items, such as direct investment, loan, repatriation of investment and investment in securities outside China, unless the prior approval of SAFE or its local counterparts is obtained. In addition, any loans to an operating subsidiary in China that is a foreign invested enterprise, cannot, in the aggregate, exceed the difference between its respective approved total investment amount and its respective approved registered capital amount. Furthermore, any foreign loan must be registered with SAFE or its local counterparts for the loan to be effective. Any increase in the amount of the total investment and registered capital must be approved by the PRC Ministry of Commerce or its local counterpart. We may not be able to obtain these government approvals or registrations on a timely basis, if at all, which could result in a delay in the process of making these loans.

 

The dividends paid by the subsidiary to its shareholder are deemed shareholder income and are taxable in China. Pursuant to the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), foreign-invested enterprises in China may purchase or remit foreign exchange, subject to a cap approved by SAFE, for settlement of current account transactions without the approval of SAFE. Foreign exchange transactions under the capital account are still subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities.

 

Regulation of Dividend Distribution

 

The principal regulations governing the distribution of dividends by foreign holding companies include the Foreign Investment Enterprise Law (1986), as amended, and the Administrative Rules under the Foreign Investment Enterprise Law (2001).

 

Under these regulations, foreign investment enterprises in China may pay dividends only out of their retained profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, foreign investment enterprises in China are required to allocate at least 10% of their respective retained profits each year, if any, to fund certain reserve funds unless these reserves have reached 50% of the registered capital of the enterprises. These reserves are not distributable as cash dividends.

 

Notice 75

 

On October 21, 2005, SAFE issued Notice 75, which became effective as of November 1, 2005. According to Notice 75, prior registration with the local SAFE branch is required for PRC residents to establish or to control an offshore company for the purposes of financing that offshore company with assets or equity interests in an onshore enterprise located in the PRC. An amendment to registration or filing with the local SAFE branch by such PRC resident is also required for the injection of equity interests or assets of an onshore enterprise in the offshore company or overseas funds raised by such offshore company, or any other material change involving a change in the capital of the offshore company.

 

Moreover, Notice 75 applies retroactively. As a result, PRC residents who have established or acquired control of offshore companies that have made onshore investments in the PRC in the past are required to complete the relevant registration procedures with the local SAFE branch. Under the relevant rules, failure to comply with the registration procedures set forth in Notice 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the increase of its registered capital, the payment of dividends and other distributions to its offshore parent or affiliate and capital inflow from the offshore entity, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.

 

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PRC residents who control our company are required to register with SAFE in connection with their investments in us. Such individuals completed this registration in 2007, and 2008, as amended. If we use our equity interest to purchase the assets or equity interest of a PRC company owned by PRC residents in the future, such PRC residents will be subject to the registration procedures described in Notice 75.

 

Trademark Rights

 

The PRC Trademark Law, adopted in 1982 and revised in 2001, with its implementation rules adopted in 2002, protects registered trademarks. The Trademark Office of the State Administration of Industry and Commerce (“SAIC”), handles trademark registrations and grants trademark registrations for a term of ten years.

 

Regulations on Offshore Parent Holding Companies’ Direct Investment in and Loans to Their PRC Subsidiaries

 

An offshore company may invest equity in a PRC company, which will become the PRC subsidiary of the offshore holding company after investment. Such equity investment is subject to a series of laws and regulations generally applicable to any foreign-invested enterprise in China, which include the Wholly Foreign Owned Enterprise Law, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Contractual Joint Venture Enterprise Law, all as amended from time to time, and their respective implementing rules; the Tentative Provisions on the Foreign Exchange Registration Administration of Foreign-Invested Enterprise; and the Notice on Certain Matters Relating to the Change of Registered Capital of Foreign-Invested Enterprises.

 

Under the aforesaid laws and regulations, the increase of the registered capital of a foreign-invested enterprise is subject to the prior approval by the original approval authority of its establishment. In addition, the increase of registered capital and total investment amount shall both be registered with SAIC and SAFE.

 

Shareholder loans made by offshore parent holding companies to their PRC subsidiaries are regarded as foreign debts in China for regulatory purpose, which is subject to a number of PRC laws and regulations, including the PRC Foreign Exchange Administration Regulations, the Interim Measures on Administration on Foreign Debts, the Tentative Provisions on the Statistics Monitoring of Foreign Debts and its implementation rules, and the Administration Rules on the Settlement, Sale and Payment of Foreign Exchange.

 

Under these regulations, the shareholder loans made by offshore parent holding companies to their PRC subsidiaries shall be registered with SAFE. Furthermore, the total amount of foreign debts that can be borrowed by such PRC subsidiaries, including any shareholder loans, shall not exceed the difference between the total investment amount and the registered capital amount of the PRC subsidiaries, both of which are subject to the governmental approval.

 

C.           Organizational structure

 

BTL is a PRC company established on July 5, 2001. Dehaier is a BVI company established on July 22, 2003. Dehaier and BTL jointly established BDL on September 24, 2003 as a Chinese-foreign equity joint-venture under the PRC laws. Dehaier has been and is BDL’s foreign shareholder, and BTL has been and is BDL’s domestic shareholder since BDL was established. Currently, Dehaier owns 99% of BDL, and BTL owns 1% of BDL. Under PRC laws, the shareholders of the equity joint-venture share the profits, risks and losses in proportion to their respective contributions of the equity joint-venture.

 

D.            Property, Plants and Equipment

 

We are headquartered and our principal executive offices are located in Beijing. We assemble and test all our branded products at our 32,000 square foot product facility at the Changping Science Park in Beijing.

 

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Office   Address   Rental Term
Expiration
  Space 
Principal Executive Office   Dehaier Medical Systems Limited   December 31, 2015   2,583 square feet
    Room 501, 83 Fuxing Road        
    Haidian District, Beijing 100856        
             
Product Center   45 Yong An Road, Science Park, Changping District, Beijing, 102200   December 31, 2015   32,000 square feet

 

At our principal executive office, material tangible assets consist of general office equipment. Our product center consists of office buildings, a manufacturing/assembly base, a warehouse and employee living quarters. In addition, we have assembly and testing machines at the product center. Our production facility secures a loan agreement with Nanjing Bank Company Limited (Beijing Branch) for approximately $2,440,500 (RMB15,000,000), entered on March 3, 2015. We do not have any current plans to expand our facilities or acquire or build new facilities.

 

Item 4A.                 Unresolved Staff Comments

 

Not applicable, as we are not an accelerated filer, large accelerated filer or well-known seasoned issuer.

 

Item 5.                    Operating and Financial Review and Prospects

 

A. Operating Results

 

The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report. This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. See “Introduction — Forward-Looking Statements.” In evaluating our business, you should carefully consider the information provided under Item 3.D, “Key Information — Risk Factors.” We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.

 

Overview

 

The Company's business is divided into three parts: (i) medical devices (including supporting products such as operating room products, ventilators, medical imaging products, medical emergency products and medical air compressor products); (ii) sleep respiratory and oxygen therapy products (previously defined as respiratory and oxygen homecare products) ; and (iii) mobile medicine (including wearable sleep respiratory solution for Obstructive Sleep Apnea Syndrome (“OSAS”), telemedicine services, hospital management and wireless solutions).

 

The company's revenue mainly comes from medical products, key account business products, sleep respiratory and oxygen homecare products, and mobile telemedicine. For the years ended December 31, 2014, 2013 and 2012, our total revenues amounted to approximately $11.99 million, $16.86 million and $21.37 million, respectively. Our revenues are subject to value added tax (“VAT”), sales returns and trade discounts. We deduct these amounts from our gross revenues to arrive at our total revenues. Our net income attributable to Dehaier for the years ended December 31, 2014, 2013 and 2012 was approximately $1.00 million, $2.00 million and $3.21 million, respectively. The revenue and net income attributable to Dehaier decreased mainly because of the influence of increasingly challenging market conditions, and, to a lesser extent, new entrants to the market.

 

While we continuously developed our traditional medical device sales and actively participated in key account procurement projects, we gradually shifted the focus of our business to the sleep respiratory solution for OSAS with increased efforts in research and development and sales and marketing. Although our sleep respiratory business is still in its early stages, management expects it to be a key growth driver for the company in coming years. We received the fourth certification from CFDA for our sleep respiratory analysis and diagnostic software and officially launched sales of our sleep respiratory diagnostic system nationwide in June 2014. By the end of March 2015, we completed delivery and installation of our sleep respiratory systems to sleep medical centers, respiration departments, and ENT departments of over sixty hospitals and privately-owned medical examination centers located in major cities across China.

 

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Although our revenues and net income attributable to Dehaier for 2014 were lower than that of 2013 mainly due to the transition of business strategies, we expect our sleep respiratory business to drive meaningful growth of our overall revenues in 2015.

 

   For the years ended 
   December 31, 
   2014   2013   2012 
   US$   US$   US$ 
Revenue   11,989,446    16,858,178    21,370,325 
                
Costs of revenue   (8,797,732)   (10,447,612)   (13,254,587)
General and administrative expense   (4,545,362)   (1,977,610)   (2,599,368)
Selling expense   (1,167,487)   (1,182,209)   (1,357,972)
Total cost and expense   (14,510,581)   (13,607,431)   (17,211,927)
                
Net income   659,004    2,003,326    3,216,352 
                
Net income attributable to Dehaier Medical Systems Limited   

998,993

    1,995,621    3,206,151 
                
Comprehensive income attributable to Dehaier Medical Systems Limited   431,629    2,978,490    3,587,865 

 

Factors Affecting Our Results of Operations – Generally

 

We believe the most significant factors that directly or indirectly affect our sales revenues and net income are:

 

  our ability to position our products in different market segments, including our recent efforts to sell our products to hospitals and other healthcare facilities nationwide;
     
  our ability to price our products at levels that provide favorable and acceptable margins amidst increasing pressure from our competitors who also seek better pricing strategy for their own benefit;
     
  new products introduced by us as well as our competitors. The introduction of new products by our competitors may lead to a decrease in sales and market share of our products, or force us to sell our products at reduced prices or margins;
     
  our ability to carry out our new business initiatives effectively. As we continue to invest heavily in research and development projects and new business lines, including our new entry into the sleep respiratory business, we may have difficulty in carrying out our strategy effectively due to factors that are beyond our control. As a result, we may not be able to achieve our goals or generate favorable financial results from these new business initiatives;
     
  our ability to attract and retain distributors and key customers;
     
  our ability to retain key employees, including our Chairman and Chief Executive Officer, Mr. Ping Chen, and our ability to build, expand, manage, and train our R&D engineers and sales representatives who we believe play a vital role in our new business initiatives;

 

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  our capability of gathering and analyzing market data, such as market capacity, new market trends, market share, and competitive landscape;
     
  our ability to establish, promote, and maintain the public relations image of our Company and product brands; and
     
  changes in macro-economic environment, both global and domestic, as well as healthcare-related government policies and legislation.

 

For a detailed discussion of some of the factors that may cause our net revenues to fluctuate, see Item 3.D, “Key Information — Risk Factors —Risks Related to Our Business”.

 

Revenues

 

Our total revenues are derived from our medical devices, our respiratory and oxygen homecare products and mobile telemedicine services. In 2014, our total revenues decreased by 28.88% mainly due to the influence of increasingly challenging markets and new competitors. Along with the development of the company's business shifting strategy, the Company invested more resources in the research and development of sleep respiratory business, and adjusted the sales strategy of traditional medical devices business.

 

We expect to allocate more resources to our sleep respiratory business as we further our restructuring effort in our traditional medical device business. During 2014, revenues from the sleep respiratory business and telemedicine services started to increase. Our management believes that sleep respiratory business and telemedicine services, hospital management and wireless solutions will become an important growth driver for the Company in coming years.

 

Medical Devices (Including Related Supporting Products) – Our Proprietary and Distributed Products

 

We derive revenues in our medical devices product line from the sale of C-arm X-ray systems, anesthesia machines, medical ventilators, general hospital products and related supporting products (previously defined as technical service products). Our medical device line is our largest product line and has the most extensive market penetration. We anticipate that we will continue to experience revenue growth in our medical devices line as we further develop our market through the introduction of new advanced product offerings and the participation in favorable government programs. In addition, we still carry out state-level healthcare projects recently. We may procure high-end medical equipment for our clients, which may not necessarily be part of our existing distributed brands portfolio. We refer to these kinds of contracted projects as “key account business.” Although this business may carry lower margins, the contract value for such business is typically larger and can contribute materially to our revenues.

 

Sleep Respiratory and Oxygen Homecare Products

 

We derive revenues in our sleep respiratory and oxygen homecare line from sales of oxygen concentrators, CPAP devices, and portable sleep diagnostics devices. We anticipate that, on a percentage basis, revenues from sleep respiratory and oxygen homecare product line will increase more rapidly than total revenues in the near term, as we introduce new and more advanced products. We expect to develop our market for sleep respiratory and oxygen homecare market in China and internationally through the use of distributors as well as through our direct sales platform. In addition, we launched the new Effective Oxygen Supplement System in 2012. This system is able to satisfy more demands from a much more detailed and specific market. While we strongly believe in the tremendous growth potential of sleep respiratory and oxygen homecare business in coming years, we are still in the early stage of this business.

 

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During the past year, the sleep respiratory business has achieved some progress; we have established relationships with hospitals and healthcare centers. In 2015, management will be focusing on laying solid foundation, such as introducing more advanced products and penetrating the market for sleep respiratory and oxygen homecare business. We will broaden and differentiate our target markets by cooperating with different types of medical institutions and individual customers across China. We plan to expand our product portfolio through continued investment in research and development and pursuing attractive opportunities to acquire complementary products and technologies and strategic collaboration with partners.

 

Mobile Medicine (Including Internet Medical and Sleep Diagnostic Products)

 

We derive revenues in our internet based medical and sleep diagnostic products and services line from sales of medical consumables used for sleep diagnosis, telemedicine devices, hospital wireless devices, healthcare management software and offering related services.

 

We continue to devote proactive efforts to develop the wearable OSAS solution systems by marketing and expanding OSAS diagnosis, CPAP products and post-treatment evaluation services in hospitals and private medical examination centers nationwide, leveraging our well-established distribution network resources. Our sleep respiratory business recognized 10% of the total revenue for the year 2014. We will continue to pursue sustainable growth by enhancing our capability of delivering the systems to more medical institutions and by promoting application of sleep respiratory systems we delivered, We will continue to focus on development of private physical examination chains which we believe have large quantities of potential customers for testing sleep conditions.

 

We will also actively participate in telemedicine infrastructure construction and services, hospital management and wireless solutions. We initiated our telemedicine, hospital management and wireless solutions early last year, offering telemedicine platform and related services for local hospitals to connect well-known larger hospitals to implement tele-consultation service for their patients. These solutions generated 3% out of total revenues last year.

 

Operating Costs and Expenses

 

Our operating costs and expenses consist of cost of revenues, general and administrative expenses, selling expenses and other expenses.

 

Our total operating costs and expenses increased both as a percentage of our total revenues and in absolute amount for the year ended December 31, 2014 compared to the same period in 2013 due to the increase of investment on research and development expense of sleep respiratory business, the provision for the impairment and the employee share-based incentives. The following table sets forth the components of our costs and expenses both in U.S. dollar amounts (in thousands) and as a percentage of total revenues for the years indicated.

 

   For the year ended December 31, 
               Change   Change 
   2014   2013   2012   2014 v. 2013   2013 v. 2012 
   USD       USD       USD       USD       USD     
   (‘000)   %   (‘000)   %   (‘000)   %   (‘000)   %   (‘000)   % 
Revenues   11,989    100    16,858    100    21,370    100    (4,869)   (28.88)   (4,512)   (21.11)
                                                   
Costs and expenses                                                  
Cost of revenues   8,798    73.38    10,448    61.98    13,255    62.03    (1,650)   (15.79)   (2,807)   (21.18)
General and administrative expense   4,545    37.91    1,978    11.73    2,599    12.16    2,567    129.78    (621)   (23.89)
Selling expense   1,167    9.73    1,182    7.01    1,358    6.35    (15)   (1.27)   (176)   (12.96)
Total costs and expenses   14,510    121.03    13,608    80.72    17,212    80.54    902    6.63    (3,604)   (20.94)
                                                   
Net Income   659    5.50    2,003    11.88    3,216    15.05    (1,344)   (67.10)   (1,213)   (37.72)

 

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Cost of Revenues

 

Cost of revenues primarily includes finished goods, parts for assembly, wages, handling charges, and other expenses associated with the assembly and distribution of product.

 

General and Administrative Expenses

 

General and administrative expenses consist primarily of salaries and benefits and related costs for our administrative personnel and management, stock-based compensation and expenses associated with our research and development, registration of patent and intellectual property rights in China and abroad, fees and expenses of our outside advisers, including legal, audit and register expenses, expenses associated with our administrative offices, and the depreciation of equipment used for administrative purposes.

 

We expect our general and administration expenses to increase in the near future as a result of further R&D expenditures and additional personnel costs to maintain the competitive advantage of our mobile telemedicine business. In addition, we expect to continue to incur significant general and administrative expenses in capital operation and maintaining investor relationships as a public company.

 

Selling Expenses

 

Selling expenses consist primarily of salaries and related expenses for personnel engaged in sales, marketing and customer support functions, and costs associated with advertising and other marketing activities, and depreciation expenses related to equipment used for sales and marketing activities.

 

Along with our shifting growth strategies, we believe selling expenses will increase as we strengthen our distribution network, deepen our partnerships with customers and expand market share of our mobile telemedicine business which we believe will generate a significant portion of our revenue stream in the future.

 

Results of Operations

 

We believe that period-to-period comparisons of operating results should not be relied upon as indicative of future performance.

 

Fiscal Year Ended December 31, 2014 Compared to Fiscal Year Ended December 31, 2013.

 

Revenues

 

Our total revenues decreased by 28.88% from $16.86 million for the fiscal year ended December 31, 2013 to $11.99 million for the fiscal year ended December 31, 2014. The decrease of revenues is mainly due to the influence of increasingly challenging markets, macroeconomic headwinds and increased competition. Along with the development of the company's business shifting strategy, the company invested more resources in the research and development of mobile telemedicine, and adjusted the sales strategy of traditional medical devices business. In 2014, the Company made substantial progress in its mobile medicine business, which accounted for about 14% of total sales. Although our mobile medicine is still in its early stage, our management believes that its mobile medicine business will become an important growth driver for the Company in coming years.

 

Cost of Revenues

 

Our cost of revenues decreased by 15.79% from $10.45 million for the fiscal year ended December 31, 2013 to $8.80 million for the fiscal year ended December 31, 2014. The decrease in cost of revenues was mainly due to the decrease of revenues. The cost of revenue reduction is due to the gradual reduction on parts of traditional medical device business and uncompetitive product sales due to strategic restructure.

 

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Gross Profit

 

Our gross profit decreased from $6.41 million in 2013 to $3.19 million in 2014 and gross margin decreased from 38.03% in 2013 to 26.62% in 2014. In order to deal with the influence of increasingly challenging markets and new competitors, our Company gradually reduced the parts of our traditional medical device business and decreased the sales of uncompetitive products due to strategic restructuring. Our mobile medicine is still in its early stage and this is a normal phenomenon in the process of our business shifting strategy and market strategy. Along with our mobile medicine business development, management believes the shift in the Company’s revenue mix away from traditional device sales resulted in increases in gross margin in the future.

 

Operating Expenses

 

Our operating expenses increased by 80.80% from $3.16 million for the fiscal year ended December 31, 2013 to $5.71 million for the fiscal year ended December 31, 2014. The increase of operating expenses was due to the increase of general and administration expenses. We analyzed our operating expenses by general and administrative expenses and selling expenses in the following parts.

 

Operating Expenses—General and Administrative Expenses

 

Our general and administration expenses increased by 129.84% from $1.98 million for the fiscal year ended December 31, 2013 to $4.55 million for the fiscal year ended December 31, 2014. This increase was mainly due to the increase of investment on research and development expense of sleep respiratory business, the increase of professional service fees, external consultant fees and employee share-based compensation expenses and the provision for impairment. We expect our general and administration expenses to increase in the near future as a result of further R&D expenditures to maintain the competitive advantage of our respiratory sleep business.

 

Operating Expenses—Selling Expense

 

Our selling expenses decreased by 1.25% from $1.18 million for the fiscal year ended December 31, 2013 to $1.17 million for the fiscal year ended December 31, 2014. The reduction of selling expenses was mainly because the Company strengthened its cooperation with the Chinese government and focused on the key account business which incurred relatively less expense. The reduction in selling expense also resulted from the improvement in operating efficiency as we reduced the expenses of attending medical device exhibitions and we encouraged our sales staff to maintain business relationships with distributors and clients via telephone rather than in-person business meetings where possible. Along with the Company’s business shifting strategy, we believe the selling expense will increase accordingly as we concentrate on market development for sleep respiratory business which will become a major revenue generator of our revenues in the future.

 

Operating Income (Loss)

 

As a result of the foregoing, we generated an operating loss of approximately $2.11 million in 2014, compared to operating income of approximately $3.51 million in 2013. Operating income decreased by 160.26%, mainly because of the reduced revenues and the increased general and administrative expenses.

 

Change in fair value of warrants liability

 

For the year ended December 31, 2014, the gain related to changes in the fair value of warrants liability relating to the warrants issued to investors and placement agents was $2,866,171, compared to a loss of $346,691 for the year ended December 31, 2013, an increase of $3,212,862 from 2013. The gain on the changes in the fair value of warrants liability was due to the decrease in the price of our common stock underlying the warrants issued on February 21, 2014, which decreased from $9.12 on the issuance date to $2.73 on December 31, 2014. 

 

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Taxation

 

Our income tax expense was approximately $0.05 million in 2014, compared to approximately $0.52 million in 2013. Our taxable income decreased primarily due to the decrease in our taxable income and the tax deduction from deferred tax assets.

 

Net Income

 

As a result of the foregoing, we had net income of approximately $0.66 million in 2014, compared to approximately $2.00 million in 2013. After deduction of non-controlling interest in income, net income attributable to Dehaier was approximately $1.00 million and $2.00 million in 2014 and 2013, respectively.

 

Fiscal Year Ended December 31, 2013 Compared to Fiscal Year Ended December 31, 2012.

 

Revenues

 

Our total revenues decreased by 21.11% from $21.37 million for the fiscal year ended December 31, 2012 to $16.86 million for the fiscal year ended December 31, 2013. The decrease of revenues is mainly due to the influence of increasingly challenging markets and new competitors. Along with the development of the company's business shifting strategy, the company invested more resources in the research and development of sleep respiratory business, and adjusted the sales strategy of traditional medical devices business. Although our sleep respiratory business is still in early stage, our management believes that sleep respiratory business will become an important growth factor of the company in the near future.

 

Cost of Revenues

 

Our cost of revenues decreased by 21.18% from $13.25 million for the fiscal year ended December 31, 2012 to $10.45 million for the fiscal year ended December 31, 2013. The cost of revenue reduction is consistent with the decline of our sales revenue, and our efforts to improve our management of inventory purchase and cost of production allowed us to decrease our cost of revenues slightly more than the decrease of revenues.

 

Gross Profit

 

Our gross profit decreased from $8.12 million in 2012 to $6.41 million in 2013, but our gross margin increased from 37.98% in 2012 to 38.03% in 2013. The trends of gross margin reflect our business shifting strategy and market strategy that we focused on higher margin products sales to face the more intense competition in medical device market. Management believes the shift in the Company’s revenue mix away from traditional device sales resulted in increases in gross margin.

 

Operating Expenses

 

Our operating expenses decreased by 20.14% from $3.96 million for the fiscal year ended December 31, 2012 to $3.16 million for the fiscal year ended December 31, 2013. The decrease of operating expenses matches the reduction of revenues. We analyzed our operating expenses by general and administrative expenses and selling expenses in the following parts.

 

Operating Expenses—General and Administrative Expenses

 

Our general and administration expenses decreased by 23.89% from $2.60 million for the fiscal year ended December 31, 2012 to $1.98 million for the fiscal year ended December 31, 2013. This decrease was mainly due to the provision for impairment of $0.60 million in 2012. We expect that our general and administration expenses will increase in the near future as a result of business expansion and capital operation.

 

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Operating Expenses—Selling Expense

 

Our selling expenses decreased by 12.96 % from $1.36 million for the fiscal year ended December 31, 2012 to $1.18 million for the fiscal year ended December 31, 2013. This decrease is a result of our current market strategy focus on higher margin products sales instead of investing market expenses for all of our product catalogue to obtain competitive advantage in market. Along with the Company’s business shifting strategy, we believe the selling expense will increase accordingly as we concentrate on market development for sleep respiratory business which will become  a major revenue generator of our revenues in future.

 

Operating Income

 

As a result of the foregoing, we generated an operating income of approximately $3.51 million in 2013, compared to approximately $4.39 million in 2012. Operating income decreased by 20.11% mainly due to the decrease of revenue.

 

Taxation

 

Our income tax expense was approximately $0.52 million in 2013, compared to approximately $0.86 million in 2012. Our taxable income decreased primarily due to the decrease in net income.

 

Net Income

 

As a result of the foregoing, we had net income of approximately $2.00 million in 2013, compared to approximately $3.22 million in 2012. After deduction of non-controlling interest in income, net income attributable to Dehaier was approximately $2.00 million and $3.21 million in 2013 and 2012, respectively.

  

B.Liquidity and Capital Resources

 

Cash Flows and Working Capital

 

As of December 31, 2014, we had $1,727,763 in cash and cash equivalents. As a result of decreased cash flow associated with investments in R&D and intellectual property investment, market development activities, and the decreased cash flow from operating activities, net cash decreased from $2,592,945 at December 31, 2013. We believe that our currently available working capital of $27,416,281, including cash, should be adequate to meet our anticipated cash needs and sustain our current operations for at least 12 months. To the extent of the Company’s expansion of new business and products, we may need to rely on a variety of sources of funding, including but not limited to operating cash, and debt and/or equity financing.

 

Operating Activities

 

Net cash provided in operating activities was $4,137,353 for the year ended December 31, 2014 as compared to $200,450 used in operating activities for the same period in 2013. The reasons for this change are mainly as follows:

 

 (i) Prepayments and other current assets decreased by $5,238,541 in 2014, compared with an increase of $3,844,093 in 2013. The decrease is mainly due to purchase reduction of spare parts of medical devices and equipment due to reduced traditional medical equipment sales.
   
(ii) Change in fair value of warrants liability decreased by $2,866,171 in 2014, while in the same period of 2013, it increased by $346,691. This incremental decrease of $3,212,862 in change in fair value of warrants liability is mainly due to the change in stock price.

 

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(iii)

Inventories increased by $1,904,329 in 2014, while in 2013, inventories increased by $120,996. The aggregate increase in inventories of $1,783,333 was mainly due to the stored sleep respiratory diagnosis and analysis systems and workstations for the sleep respiratory business.
   
(iv) Other receivables increased by $481,785 in 2014, while in 2013, other receivables decreased by $562,140. The incremental increase of $1, 043,925 in other receivables is mainly due to the contract deposits for large contracts of the sleep respiratory business and key account business.
   
(v) Stock-based compensation expense increased by $1,408,421 in 2014, while in 2013, stock-based compensation expense increased by $239,871. The increase is mainly due to the implementation of the employee share-based incentive plan for our new business development.

 

Investing Activities

 

Net cash used in investing activities for the year ended December 31, 2014 was $11,197,648, compared to $1,130,621 for the same period of 2013. The cash used in investing activities in 2014 was mainly attributable to more capital expenditures for sleep respiratory diagnosis and analysis system and equipment, and software copyrights and patent we acquired for the therapy products of sleep respiratory business.

 

Financing Activities

 

We repaid $2,948,700 of short-term borrowings and entered into two new loan agreements for $2,944,000 in the aggregate in 2014, as compared to $2.5 million proceeds from a short-term bank loan in 2013. The net cash proceeds received from issuance of common stock in February 2014, after deducting underwriter commissions and other associated fees, were $6,066,546. The net amount provided by financing activities was $6,256,146 in 2014.

 

Contractual Obligations and Commercial Commitments

 

The following table sets forth our contractual obligations as of December 31, 2014:

 

   Payments due by period 
Contractual obligations  Total   Less than 1 year   1-3 years   More than 3
years
 
Operating Lease Obligations  $92,923   $92,923    -    - 
Short-term borrowings  $2,440,500   $2,440,500    -    - 
Total  $2,533,423   $2,533,423    -    - 

 

The leased properties are principally located in the PRC, and we use such properties for administration and warehouse facilities. The leases are renewable subject to negotiation.

 

Short-term borrowings represent short-term loans from one bank, which are due in January 2015.

 

Capital Expenditures

 

We made capital expenditures of approximately $11.20 million, $1.13 million and $2.73 million in 2014, 2013 and 2012, respectively, representing 93.4%, 6.70% and 12.73% of our total revenues, respectively. Our capital expenditures were used to purchase machinery for our assembly line and obtain software copyrights. As of December 31, 2013, we had no capital expenditure obligations, while in 2014 our capital expenditures were mainly used for sleep respiratory diagnosis and analysis system and equipment, patent certification of some intangible assets and intellectual property rights.

 

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Critical Accounting Policies

 

Basis of Consolidation

 

The consolidated financial statements include the accounts of Dehaier, and its majority-owned and wholly-owned subsidiaries (collectively, the “Company”). All significant inter-company transactions and balances are eliminated in consolidation.

 

A group of shareholders, including the Chief Executive Officer, originally held more than 50% of the voting ownership interest of Dehaier, BDL and BTL. BTL is a variable interest entity (“VIE”), and BDL is the primary beneficiary. BTL owns a building which is pledged as collateral for BDL’s bank loans. In exchange, BDL loans money to BTL to finance its operations. BTL’s primary operation is to provide repairs and transportation services to BDL’s customers. Because of these arrangements, BDL is the primary beneficiary of BTL, as the entity that is most closely associated with BTL. Management makes ongoing reassessments of whether BDL is the primary beneficiary of BTL.

 

Use of Estimates

 

The preparation of the consolidated financial statements 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 dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company's consolidated financial statements include revenue recognition, allowance for doubtful accounts, warranty obligation, warrants liability, stock-based compensation and useful lives of property and equipment. Actual results could differ from those estimates.

 

Accounts Receivable

 

Accounts receivable are recorded at net realizable value. Accounts receivable terms typically are 60-180 days from the end of the month in which services are provided or goods are delivered. Our typical trade receivable terms vary based on the type of customer. We generally require 100% prepayment before delivering our products to individual clients. Our contract terms general require 10%-30% prepayment for our hospital and healthcare center clients, and the trade receivable term in contracts for those clients is generally between 60 and 90 days. Our contract terms general require 10% prepayment from our distributor clients, and the trade receivable term in contracts for those clients is generally between 60 and 180 days. With the exception of the prepayments we require in some cases, we generally do not require collateral or other security to support accounts receivable. An allowance, if required, is based on a combination of historical experience, aging analysis, and an evaluation of the collectability of specific accounts.

 

Fair Value of Financial Instruments

 

The carrying amounts reported in the consolidated financial statements for current assets and current liabilities approximate fair value due to the short-term nature of these financial instruments.

 

The Company follows the provisions of ASC 820-10, “Fair Value Measurements and Disclosures,” which establishes a single authoritative definition of fair value and a framework for measuring fair value and expands disclosure of fair value measurements for both financial and nonfinancial assets and liabilities. This standard defines fair value, provides guidance for measuring fair value and requires certain disclosures. This standard does not require any new fair value measurements, but discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flows) and the cost approach (cost to replace the service capacity of an asset or replacement cost). For purposes of ASC 820-10-15, nonfinancial assets and nonfinancial liabilities would include all assets and liabilities other than those meeting the definition of a financial asset or financial liability as defined in ASC 820-10-15-15-1A.

 

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The Company adopted the provisions of ASC Topic 815 (formerly Emerging Issue Task Force 07-5), “Determining Whether an Instrument (or an Embedded Feature) is Indexed to an Entity’s Own Stock.” ASC Topic 815 provides a framework for determining whether an instrument is indexed to an entity’s own stock. ASC Topic 815 became effective for the Company this period when warrants were issued in connection with the Company’s initial public offering (“IPO”). Such warrants are indexed to the Company’s common shares, which is traded in US dollars. Since the Company’s functional currency is the RMB, such warrants are considered liabilities. The fair value of the warrant liabilities is measured each reporting period with the resulting change in fair value recorded in the statement of operations. An increase of the warrants liability due to a change in fair value would decrease net income and earnings per share. A decrease in warrants liability due to a change in fair value would increase net income and earnings per share of the Company.

 

Revenue Recognition

 

The Company recognizes revenues when all the followings conditions have been satisfied:

 

·Persuasive evidence of an arrangement exists;
·Delivery and/or installation has occurred (e.g., risks and rewards of ownership has passed);
·The sales price is fixed or determinable; and
·Collectability is reasonably assured.

 

All revenues are based on firm customer orders with fixed terms and conditions. Because the products are assembled to the customers’ specification, there is no right of return. The Company does not provide its customers with price protection or cash rebates. For products which include software, the software is an off-the-shelf package and an integral part of the products being delivered. The Company does not provide any significant post-sale customer support services and does not provide customers with upgrades. The software is incidental to the product as a whole. For products that do not require installation, revenues are recognized when the products are delivered. For products that require installation, revenues are recognized when the installation is completed.

 

Income Taxes

 

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

 

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established in the financial statements to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. The Company is awaiting resolution of certain complex tax issues and has not yet filed its 2008 and 2009 Value Added Tax (“VAT”) returns for some of its customers. However, all the potential VAT liabilities on these VAT returns were accrued and included in the accompanying consolidated financial statements.

 

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Stock-Based Compensation

 

The Company follows the provisions of ASC 718-10, “Compensation-Stock Compensation.” The Company has a share incentive plan which authorizes the issuance of up to 10% of the number of shares outstanding. Pursuant to the plan, the Company may issue options to purchase its common shares to employees and directors of the Company and its affiliates. The Company fair values share-based awards granted under the plan. Accordingly, compensation is measured on the grant date using appropriate valuation models.

 

C.Research and Development

 

Our success to date has in part resulted from our strong research and development capabilities, which allow us to regularly introduce new and more advanced products at competitive prices. We increased our annual investment in research and development activities as a percentage of net revenues every year since 2003. Research and development costs were $615,334, $484,770 and $230,854 for the years ended December 31, 2014, 2013 and 2012, respectively. Our research and development team consists of 20 engineers, representing more than one-tenth of our employees.

 

We maintain a 5,400 square foot research and development center in our facility in Beijing, which allows us to compete for skilled research and development technicians and managers. In addition, we are enhancing our research and development ability by cooperating with the research institutes of two top ranking Universities in China: Beijing University of Aeronautics & Astronautics and Beijing University of Technology and Science.

 

The information provided under Item 5.B, "Business Overview" details the Company's research and development activities.

 

D.Trend Information

 

In 2011, the Chinese Ministry of Science and Technology announced a medical technology development policy under the “12th Five-Year Plan,” proposing to transfer business focus to the development of new drugs, medical equipment and advanced traditional Chinese medicine, and to the development of the emerging industries of biomedicine. The plan focuses on researching and developing the medium- and high-level diagnostic and curative medical devices which are in high demand and widely used, actively promoting the development of cost-effective medical devices for use in primary health care institutions, enhancing the stability and reliability of medical services and products and researching and developing supplementary medical equipment which can be easily operated for family and self-healthcare. Under the 12th Five-Year Plan, China will proactively promote the reform of healthcare infrastructure system and offer safe, effective, convenient and low-cost medical services to its residents. As a result, management anticipates growth in the Chinese pharmaceutical market.

 

Current medical device purchases by individuals in China are much lower than they are in Europe and the U.S. It is estimated that twenty percent of individual expenditures on home medical care in China are for medical devices, compared to 50% of such expenditures in Europe and the U.S. As China’s population continues to age, management expects a rapid increase in demand for medical devices, and, as a result, growth in China’s medical device industry.

 

It is the initial stage of rapid growth of China’s home medical equipment market. As residents’ living standards and consumption structure change, the demand for healthcare services and self-care will substantially increase, creating growth opportunities for participants in the market.

 

In summary, as a vital component of China’s current health system reform, the medical device industry has been incorporated into the national strategic development plan. In 2014, we anticipate new opportunities, combined with favorable government policies, will position us for continued growth.

 

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In spite of these new opportunities, we believe the landscape in China’s medical device industry is shifting, and we have taken steps to change focus accordingly. We have seen eroding profit margins on our traditional medical device sales, which we believe is due to a combination of increasingly available high technology and more transparent pricing models. As a result of our desires to reduce our reliance on the traditional medical device industry, we have seen reduced revenues from such efforts and have instead invested in our sleep respiratory products. We believe this industry is relatively immature in China and believe this status allows significant growth potential in the near term. We are, however, aware that as the market matures, we should expect to see more transparency in pricing and margin erosion as well.

 

E.Off-Balance Sheet Arrangements

 

We have not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties. We have not entered into any derivative contracts that are indexed to our shares and classified as shareholder’s equity or that are not reflected in our consolidated financial statements. Furthermore, we do not have any retained or contingent interest in assets transferred to an unconsolidated entity that serves as credit, liquidity or market risk support to such entity. We do not have any variable interest in any unconsolidated entity that provides financing, liquidity, market risk or credit support to us or engages in leasing, hedging or research and development services with us.

 

F.Tabular Disclosure of Contractual Obligations

 

The following table sets forth our contractual obligations as of December 31, 2014:

 

   Payments Due By Period 
   Less than   More than 
   Total   1 Year   1-3 Years   3-5 Years   5 Years 
                     
Operating Lease Obligations  $92,923   $92,923   $-   $-   $- 
Total  $92,923   $92,923   $-   $-   $  

 

Item 6.Directors, Senior Management and Employees

 

A. Directors and Senior Management

 

The following table sets forth our executive officers and directors, their ages and the positions held by them:

 

Name   Age   Position Held
Ping Chen(1)(2)   51   Chief Executive Officer and Chairman and Director
Huili (Alisa) Li(1)(3)   34   Chief Financial Officer and Director
Yunxiang (Phil) Fan(1)(3)(4)(5)(6)   48   Independent Director
Genhui Chen(1)(4)(5)(6)(7)   51   Independent Director
Mingwei Zhang(1)(4)(5)(6)(7)   62   Independent Director

 

(1) The individual’s business address is c/o Room 501, 83 Fuxing Road, Haidian District, Beijing 100856 People’s Republic of China.
(2) Class III director whose term expires in 2015.
(3) Class II director whose term expires in 2017.
(4) Member of audit committee.
(5) Member of compensation committee.
(6) Member of nominating committee.
(7) Class I director whose term expires in 2016.

 

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Ping Chen. Mr. Chen is our Chief Executive Officer. Prior to his service as our Chief Executive Officer, from 1993-2000, Mr. Chen served as the CEO of Beijing Chengcheng Medical Electronic Equipment Co. Prior to 1993, Mr. Chen served as an engineer at the No. 2 Academy, Ministry of Aeronautics and Astronautics from 1987 to 1991 and moved up to the Head of the Civilian Products Division there from 1991-1993. Mr. Chen founded BTL in 2001 and has served as CEO since that time. Mr. Chen received his bachelor’s degree in 1984 from the National University of Defense Technology and his master’s degree in 1987 from the Ministry of Aeronautics and Astronautics. Mr. Chen has been chosen as a director because he is our CEO, the leader of our Company and a key experienced member of management.

 

Huili (Alisa) Li. Ms. Li is a director of our Company and our Chief Financial Officer. Ms. Li has served as our Chief Financial Officer since April 2014 and was previously our financial manager from 2013. She is familiar with US GAAP, PRC GAAP, IFRS and Sarbanes-Oxley Act compliance. Ms. Li previously worked as an auditor in the professional services department of LehmanBrown’s Beijing office from 2010 to 2013 and in the assurance department of the Beijing office of PricewaterhouseCoopers (PwC) from 2007 to 2009. Ms. Li earned a master’s degree in Technological Economy and Management from Beijing Information Science & Technology University in 2007, a bachelor’s degree in Business Administration from China University of Geosciences in 2004 and a second bachelor’s degree in Science & Technology English from Huazhong University of Science and Technology in 2014. Ms. Li has been chosen to serve as a director because of her experience with financial matters and her familiarity with our operations.

 

Yunxiang (Phil) Fan. Mr. Fan is a director of our company. In 2003, Mr. Fan co-founded Tri-Tech Holding Inc., a company operating in the water pollution remediation, software and engineering industry in China (“Tri-Tech”). Mr. Fan served as the Chief Executive Officer and a director of Tri-Tech. Prior to founding Tri-Tech, Mr. Fan provided technical, engineering and management services in several U.S. engineering firms, including Black and Beatch, Parsons Brinckerhoff, Inc., and Chastain-Skillman, Inc. From 2003 through 2005, Mr. Fan was the Asia Regional Sales Manager for Met-Pro Corporation. Mr. Fan earned his bachelor’s and master’s degrees in environmental engineering from Hunan University and a master’s degree in civil engineering from Louisiana State University. Mr. Fan has been a registered professional engineer in the United States since 2001. Mr. Fan was chosen as a director because we believe we can benefit from the guidance of the president of a Chinese company publicly traded in the U.S. 

 

Genhui Chen. Dr. Chen is a director of our company. Dr. Chen is president of Beijing Wenfeng Medical Technology Ltd. (“BWMT”), a privately-held pharmaceutical research and development company focusing on novel cancer and dermatological products. Dr. Chen has over 15 years of experience, from1993 to 2008, in the pharmaceutical industry in the areas of clinical research, regulatory compliance, corporate development and management, for a variety of companies ranging from start-ups to public companies, both in Canada and in China. Prior to joining BWMT in 2010, Dr. Chen was a founder, president and chief executive officer of Welichem Biotech Inc., a Canadian pharmaceutical company listed on the TSX Venture Exchange since 2008. From 1999 until he founded Welichem, Dr. Chen was a senior scientist at Terragen Discovery Inc., a subsidiary of Cubist Pharmaceuticals. Dr. Chen received his M.Sc. and Ph.D. degrees in biology from Simon Fraser University in Vancouver, Canada in 1988 and 1991, respectively. Dr. Chen was chosen as a director because of his extensive experience in research and development, regulatory compliance, corporate development and management.

 

Mingwei Zhang. Mr. Zhang a director of our company. Mr. Zhang has extensive knowledge and experience in accounting from the perspective as an academic and a practicing accountant. From September 2007 to October 2013, Mr. Zhang served as Chief Financial Officer and a Director of Sino-Global Shipping America, Ltd. (NasdaqCM: SINO). From May 2001 until December 2007, Mr. Zhang was a partner in Baker Tilly China, an international public accounting firm. From July 1994 to June 2003, he served as a Lecturer at Monash University in Australia. Mr. Zhang received a Bachelor’s degree and a Master’s degree in Accounting from Tianjin University of Finance and Economics. He also received a Master’s degree in Commerce from the University of Newcastle. Mr. Zhang is a Certified Management Accountant in Australia. Mr. Zhang was chosen as a director because of his financial experience. 

 

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B.Compensation

 

Executive Compensation

 

The following table shows the annual compensation paid by us for the year ended December 31, 2014 to Ping Chen, our principal executive officer.  No other executive officer received compensation.

 

Summary Executive Compensation Table

 

Name and principal position  Year   Salary   Bonus   Option 
Awards
   All Other 
Compensation
   Total 
Ping Chen, Principal Executive Officer   2014   $29,689   $      $884,144(1)(2)(3)  $531,000(4)  $1,444,833 

 

(1)On October 7, 2013, 94,000 share options were awarded to Mr. Chen, which options vest over a period of five years, the first 20% of which will vest on October 7, 2014. The grant date fair value of the options was $2.30 per underlying share. Although we disclose the entire amount of the grant in the year of grant in the Summary Executive Compensation Table, we have amortized $41,965.36 of such grant in the year ended December 31, 2014.

 

(2)On December 29, 2011, 150,000 share options were awarded to Mr. Chen, which options vest over a period of five years, 40% of which were vested as of December 29, 2013. The grant date fair value of the options is $1.22 per underlying share. The options granted in 2011 are not reflected in the Summary Executive Compensation Table.

 

(3)On August 20, 2014, 131,000 share options were awarded to Mr. Chen, which options vest over a period of five years. The grant date fair value of the options was $5.31 per underlying share. Although we disclose the entire amount of the grant in the year of grant in the Summary Executive Compensation Table, we have amortized $49,160 of such grant in the year ended December 31, 2014.

 

(4)On October 22, 2014, 100,000 ordinary shares were issued to Mr. Chen Ping, which vest over 12 months. The grant date fair value of the ordinary shares was $5.31 per underlying share. $221,250 was amortized in the year ended December 31, 2014

 

Director Compensation

 

All directors hold office until the next annual meeting of shareholders at which their respective class of directors is re-elected and until their successors have been duly elected and qualified. There are no family relationships among our directors or executive officers. Officers are elected by and serve at the discretion of the Board of Directors. Employee directors do not receive any compensation for their services. Non-employee directors are entitled to receive payment for serving as directors and may receive option grants from our company. For service on our Board of Directors, Mr. Zhang receives $4,000 per year, and Mr. Fan and Mr. Genhui Chen receive $2,000 per meeting attended. The following table shows the annual compensation paid by us for the year ended December 31, 2014 to our directors.

 

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Summary Director Compensation Table 

  

Name  Fees earned or paid in cash  

Stock-based Compensation

   Total(1) 
Ping Chen(2)  $    $    $  
Yunxiang (Phil) Fan(3)  $    $29,329   $29,329 
Huili (Alisa) Li(2)(4)  $    $    $  
Charles Li(5)               
Genhui Chen(6)  $    $14,644   $14,664 
Mingwei Zhang(7)  $    $72,808   $72,808 

 

(1) With the exception of Mr. Ping Chen, none of the directors received any common share awards, option awards, nonqualified deferred compensation earnings or non-equity incentive plan compensation in fiscal year 2014. As noted below, Mr. Ping Chen received such options in his capacity as an officer, and all such grants are reflected in the Summary Executive Compensation Table.
(2) Mr. Ping Chen and Ms. Li received compensation in their capacity as officers of our company and/or subsidiaries/affiliates but did not receive any compensation for serving as directors of our company.
(3) Mr. Fan previously received a grant of options to purchase 40,000 shares from the company, of which 60% have vested as of December 31, 2014. We have amortized $29,329 of such amount in the year ended December 31, 2014.
(4) Ms. Li became a director of our Company on April 8, 2014.
(5) Mr. Li resigned as a director of our Company on April 8, 2014
(6) Mr. Genhui Chen previously received a grant of options to purchase 20,000 shares from the company, of which 60% have vested as of December 31, 2014. We have amortized $14,644 of such amount in the year ended December 31, 2014.
(7) Mr. Mingwei Zhang received 11,975 common shares from the company pursuant to the director compensation plan. We have amortized $ 72,808 of such amount in the year ended December 31, 2014.

 

C.Board Practices

 

See information provided in response to Item 6.A. above as to the current directors and the expiration of current director terms.

 

Board of Directors and Board Committees

 

Our board of directors currently consists of 5 directors. There are no family relationships between any of our executive officers and directors. The directors are divided into three classes. Class I directors shall face re-election at our annual general meeting of shareholders in 2016 and every three years thereafter. Class II directors shall face re-election at our annual general meeting of shareholders in 2014 and every three years thereafter. Class III directors shall face re-election at our annual general meeting of shareholders in 2015 and every three years thereafter.

 

A director may vote in respect of any contract or transaction in which he is interested, provided, however that the nature of the interest of any director in any such contract or transaction shall be disclosed by him at or prior to its consideration and any vote on that matter. A general notice or disclosure to the directors or otherwise contained in the minutes of a meeting or a written resolution of the directors or any committee thereof of the nature of a director’s interest shall be sufficient disclosure and after such general notice it shall not be necessary to give special notice relating to any particular transaction. A director may be counted for a quorum upon a motion in respect of any contract or arrangement which he shall make with our company, or in which he is so interested and may vote on such motion. There are no membership qualifications for directors. Further, there are no share ownership qualifications for directors unless so fixed by us in a general meeting.

 

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The Board of Directors maintains a majority of independent directors who are deemed to be independent under the definition of independence provided by NASDAQ Stock Market Rule 4200(a)(15). Messrs. Fan, Zhang and Genhui Chen are our independent directors.

 

Mr. Ping Chen currently holds both the positions of Chief Executive Officer and Chairman of the Board. These two positions have not been consolidated into one position; Mr. Chen simply holds both positions at this time. We do not have a lead independent director because of the foregoing reason and also because we believe our independent directors are encouraged to freely voice their opinions on a relatively small company board. We believe this leadership structure is appropriate because we are a smaller reporting company in the process of listing on a public exchange; as such we deem it appropriate to be able to benefit from the guidance of Mr. Chen as both our principal executive officer and Chairman of the Board.

 

Board Committees

 

Currently, three committees have been established under the board: the audit committee, the compensation committee and the nominating committee. The audit committee is responsible for overseeing the accounting and financial reporting processes of our company and audits of the financial statements of our company, including the appointment, compensation and oversight of the work of our independent auditors. The compensation committee of the board of directors reviews and makes recommendations to the board regarding our compensation policies for our officers and all forms of compensation, and also administers our incentive compensation plans and equity-based plans (but our board retains the authority to interpret those plans). The nominating committee of the board of directors is responsible for the assessment of the performance of the board, considering and making recommendations to the board with respect to the nominations or elections of directors and other governance issues. The nominating committee considers diversity of opinion and experience when nominating directors.

 

Duties of Directors

 

Under British Virgin Islands law, our directors have a duty to act honestly, in good faith and with a view to our best interests. Our directors also have a duty to exercise the care, diligence and skills that a reasonably prudent person would exercise in comparable circumstances. In fulfilling their duty of care to us, our directors must ensure compliance with our third amended and restated memorandum and articles of association. We have the right to seek damages if a duty owed by our directors is breached. The functions and powers of our board of directors include, among others:

 

  appointing officers and determining the term of office of the officers;

 

  authorizing the payment of donations to religious, charitable, public or other bodies, clubs, funds or associations as deemed advisable;

 

  exercising the borrowing powers of the company and mortgaging the property of the company;

 

  executing checks, promissory notes and other negotiable instruments on behalf of the company; and

 

  maintaining or registering a register of mortgages, charges or other encumbrances of the company.

 

Limitation of Director and Officer Liability

 

British Virgin Islands law does not limit the extent to which a company’s memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the British Virgin Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.

 

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Under our third amended and restated memorandum and articles of association, we may indemnify our directors, officers and liquidators against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with civil, criminal, administrative or investigative proceedings to which they are party or are threatened to be made a party by reason of their acting as our director, officer or liquidator. To be entitled to indemnification, these persons must have acted honestly and in good faith with a view to the best interest of the company and, in the case of criminal proceedings, they must have had no reasonable cause to believe their conduct was unlawful.

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors or officers under the foregoing provisions, we have been informed that in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable as a matter of United States law.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or executive officers has been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, or has been a party to any judicial or administrative proceeding during the past ten years that resulted in a judgment, decree or final order enjoining the person from future violations of, or prohibiting activities subject to, federal or state securities laws, or a finding of any violation of federal or state securities or commodities laws, any laws respecting financial institutions or insurance companies, any law or regulation prohibiting mail or wire fraud in connection with any business entity or been subject to any disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization, except for matters that were dismissed without sanction or settlement.

 

There are no other arrangements or understandings pursuant to which our directors are selected or nominated.

 

There are no family relationships among any of the persons named above, and there are no arrangements or understandings with major shareholders, customers, suppliers or others, pursuant to which any such person was selected as a director or member of senior management.

 

D.Employees

 

As of December 31, 2014, we had 107 employees, all of whom were based in China. We believe that our relations with our employees are good. We have never had a work stoppage, and our employees are not subject to a collective bargaining agreement. As of December 31, 2014, 2013 and 2012, we had 107, 104 and 165 employees, respectively.

 

   December 31, 
   2012   2013   2014 
             
Total   165    104    107 
Mid and high level Manager   15    15    29 
Sales   78    48    50 
R&D and Customization   27    21    9 
Assembly and Procurement   45    20    19 

 

E.Share ownership

 

The following table sets forth information with respect to beneficial ownership of our common shares as of March 31, 2015 by:

 

  Each of our directors and named executive officers; and
  All directors and named executive officers as a group.

 

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The number and percentage of common shares beneficially owned are based on 5,845,675 common shares outstanding as of March 31, 2015. Information with respect to beneficial ownership has been furnished by each director and officer. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of common shares beneficially owned by a person listed below and the percentage ownership of such person, common shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of March 31, 2015 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all common shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of BDL, Room 501, Jiuzhou Plaza, 83 Fuxing Road, Haidian District, Beijing 100856, People’s Republic of China.

 

Named Executive Officers and Directors 

Amount of Beneficial 

Ownership(1)

   Percentage Ownership(2) 
Ping Chen, CEO, Director   1,213,542(3)   20.76%
           
Yunxiang (Phil) Fan   24,000(4)   * 
Genhui Chen   12,000(5)   * 
Mingwei Zhang   11,795(6)   * 
           
All officers and directors as a group   1,249,542    21.38%
Chen Ping Ltd.   1,104,742(3)   18.9%

 

* Less than 1%.
   
(1) Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common shares.
   
(2) The number of our common shares outstanding used in calculating the percentage for each listed person includes the common shares underlying options held by such person to the extent such options are exercisable within 60 days of the date hereof.
   
(3) Ping Chen has the sole power to direct the voting and disposition of the 1,104,742 shares held by Chen Ping Ltd. The number also includes 108,800 shares underlying options, which will have vested within 60 days hereof. Such amounts are reflected for Mr. Ping Chen but not for Chen Ping Ltd.
     
(4) This number consists of shares underlying options, of which 24,000 will have vested within 60 days hereof. This number does not include 16,000 shares underlying options that vest more than 60 days after the date of this report.
   
(5) This number consists of shares underlying options, of which 12,000 will have vested within 60 days hereof. This number does not include 8,000 shares underlying options that vest more than 60 days after the date of this report.
   
(6)

This number consists of shares underlying options, of which 11,795 will have vested within 60 days hereof.

 

Share Option Plan and Grants

 

In 2009 in connection with our initial public offering, we established a pool for share options for our employees (the “2009 Share Incentive Plan”). This pool contains options to purchase up to 450,000 of our common shares. The options will vest at a rate of 20% per year for five years and have an exercise price of the market price of our shares on the date the options are granted. As of the date of this report, we have issued all 450,000 options pursuant to our 2009 Share Incentive Plan.

 

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In 2013, we established our 2013 Share Incentive Plan. This pool allows us to issue options, common shares and other securities exercisable or convertible into, in the aggregate, 462,000 of our common shares. As of the date of this report, we have issued 94,000 options pursuant to our 2013 Share Incentive Plan.

 

In 2014, we established our 2014 Share Incentive Plan. This pool allows us to issue options, common shares and other securities exercisable or convertible into, in the aggregate, 466,800 of our common shares. As of the date of this report, we have issued 131,000 options and 100,000 common shares pursuant to our 2014 Share Incentive Plan.

 

Item 7.Major Shareholder and Related Party Transactions

 

A.Major shareholders

 

The following table sets forth information with respect to beneficial ownership of our common shares as of March 31, 2015 by each person who is known by us to beneficially own 5% or more of our outstanding common shares. The number and percentage of common shares beneficially owned are based on 5,845,675 common shares outstanding as of March 31, 2015. Information with respect to beneficial ownership has been furnished by each director, officer or beneficial owner of 5% or more of our common shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of common shares beneficially owned by a person listed below and the percentage ownership of such person, common shares underlying options, warrants or convertible securities held by each such person that are exercisable or convertible within 60 days of March 31, 2015 are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person. Except as otherwise indicated in the footnotes to this table, or as required by applicable community property laws, all persons listed have sole voting and investment power for all common shares shown as beneficially owned by them. Unless otherwise indicated in the footnotes, the address for each principal shareholder is in the care of BDL, Room 501, Jiuzhou Plaza, 83 Fuxing Road, Haidian District, Beijing 100856, People’s Republic of China.

 

Shareholder  Amount of Beneficial Ownership(1)   Percentage Ownership(2) 
         
Ping Chen   1,213,542(3)   20.76%
Chen Ping Ltd.   1,104,742(3)   18.90%

 

(1) Beneficial ownership is determined in accordance with the rules of the SEC and includes voting or investment power with respect to the common shares.
(2) The number of our common shares outstanding used in calculating the percentage for each listed person excludes the common shares underlying options held by such person.
(3) Ping Chen has the sole power to direct the voting and disposition of the 1,104,742 shares held by Chen Ping Ltd. The number for Ping Chen also includes 108,800 shares underlying options, which will have vested within 60 days hereof. The number for Chen Ping Ltd. does not include such shares underlying options.

 

B.Related party transactions

 

The Company did not enter into any related party transactions in the fiscal years ended December 31, 2013, 2012. 

 

The Company’s related party transactions include purchases of property, plant and equipment. These transactions were consummated at fair market price and under similar terms as those with the Company's customers and suppliers.

 

During the years ended December 31, 2014, the Company entered into related party transactions as shown below:

 

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   December 31, 
   2014   2013 
   US$   US$ 
Deposits for purchase of  property, plant and equipment - related party   1,498,627    - 
Purchases from related party   1,142,845    - 
Purchases of intangible assets from related party   325,400    - 

 

C.Interests of experts and counsel

 

Not applicable for annual reports on Form 20-F.

 

Item 8.Financial Information

 

See information provided in response to Item 18 below.

 

Item 9.The Offer and Listing

 

A. Offer and listing details

 

Our common shares have been listed on the NASDAQ Capital Market since April 22, 2010 under the symbol “DHRM.” The table below shows, for the periods indicated, the high and low market prices for our shares.

 

   Market Price Per Share 
   High   Low 
Yearly:          
2010 (from April 22, 2010)  $13.47   $3.94 
2011  $7.74   $1.40 
2012  $3.95   $1.26 
2013  $4.85   $1.80 
           
Quarterly:          
2012          
First quarter  $3.38   $1.26 
Second quarter  $3.95   $1.59 
Third quarter  $2.99   $1.47 
Fourth quarter  $2.50   $1.54 
           
2013          
First quarter  $2.07   $1.80 
Second quarter  $2.45   $1.81 
Third quarter  $2.39   $1.82 
Fourth quarter  $4.85   $2.05 
           
Monthly:          
2013          
October  $3.91   $2.05 
November  $4.15   $3.00 
December  $4.85   $3.52 
           
2014          
January  $6.00   $3.77 
February  $12.89   $5.58 
March  $11.85   $6.85 

 

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B.Plan of distribution

 

Not applicable for annual reports on Form 20-F.

 

C.Markets

 

Our common shares are listed on the NASDAQ Capital Market under the symbol “DHRM.”

 

D.Selling shareholders

 

Not applicable for annual reports on Form 20-F.

 

E.Dilution

 

Not applicable for annual reports on Form 20-F.

 

F.Expenses of the issue

 

Not applicable for annual reports on Form 20-F.

 

Item 10.Additional Information

 

A.Share capital

 

Not applicable for annual reports on Form 20-F.

 

B.Memorandum and articles of association

 

The information required by this item is incorporated by reference to the material headed “Description of Share Capital” in our Registration Statement on Form S-1, File no. 333-163041, filed with the SEC on November 12, 2009, as amended.

 

C.Material contracts

  

On February 21, 2014, the Company and certain institutional investors entered into a securities purchase agreement in connection with an offering (the “Offering”), pursuant to which we agreed to sell an aggregate of 734,700 common shares and warrants to initially purchase an aggregate of 220,410 common shares. The purchase price was $9.12 per common share, and the warrants are initially exercisable at $11.86 per share. The Offering closed on February 26, 2014, and the aggregate gross proceeds from the sale of the common shares, before deducting fees to the placement agent and other estimated offering expenses payable by us was approximately $6.7 million. This amount does not include any proceeds from warrant exercises. The warrants will be exercisable immediately as of the date of issuance at an exercise price of $11.86 per common share and expire forty-two months from the date of issuance.

 

On November 20, 2014, the Company signed a new software license and strategic cooperation agreement with Israel-based WideMed Technologies Ltd.. The New Agreement gives Dehaier six more years of exclusive right in China to offer WideMed’s cost-effective, portable home sleep diagnostic and analysis software solution, Morpheus OX. Both parties also agreed to leverage WideMed’s innovative cloud-based automatic sleep diagnostic and analysis software and Dehaier’s cost-effective wearable hardware solution to fully cooperate on the development and marketing of turnkey solution systems for Obstructive Sleep Apnea Syndrome both in China and abroad.  

 

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D.Exchange controls

 

Foreign Currency Exchange

 

The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations (1996), as amended in 2007 and 2008, and the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996). Under these regulations, Renminbi are freely convertible for current account items, including the distribution of dividends, interest payments, trade and service-related foreign exchange transactions, but not for most capital account items, such as direct investment, loan, repatriation of investment and investment in securities outside China, unless the prior approval of SAFE or its local counterparts is obtained. In addition, any loans to an operating subsidiary in China that is a foreign invested enterprise, cannot, in the aggregate, exceed the difference between its respective approved total investment amount and its respective approved registered capital amount. Furthermore, any foreign loan must be registered with SAFE or its local counterparts for the loan to be effective. Any increase in the amount of the total investment and registered capital must be approved by the PRC Ministry of Commerce or its local counterpart. We may not be able to obtain these government approvals or registrations on a timely basis, if at all, which could result in a delay in the process of making these loans.

 

The dividends paid by the subsidiary to its shareholder are deemed shareholder income and are taxable in China. Pursuant to the Administration Rules of the Settlement, Sale and Payment of Foreign Exchange (1996), foreign-invested enterprises in China may purchase or remit foreign exchange, subject to a cap approved by SAFE, for settlement of current account transactions without the approval of SAFE. Foreign exchange transactions under the capital account are still subject to limitations and require approvals from, or registration with, SAFE and other relevant PRC governmental authorities.

 

Dividend Distribution

 

The principal regulations governing the distribution of dividends by foreign holding companies include the Foreign Investment Enterprise Law (1986), as amended, and the Administrative Rules under the Foreign Investment Enterprise Law (2001).

 

Under these regulations, foreign investment enterprises in China may pay dividends only out of their retained profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, foreign investment enterprises in China are required to allocate at least 10% of their respective retained profits each year, if any, to fund certain reserve funds unless these reserves have reached 50% of the registered capital of the enterprises. These reserves are not distributable as cash dividends.

 

Notice 75

 

On October 21, 2005, SAFE issued Notice 75, which became effective as of November 1, 2005. According to Notice 75, prior registration with the local SAFE branch is required for PRC residents to establish or to control an offshore company for the purposes of financing that offshore company with assets or equity interests in an onshore enterprise located in the PRC. An amendment to registration or filing with the local SAFE branch by such PRC resident is also required for the injection of equity interests or assets of an onshore enterprise in the offshore company or overseas funds raised by such offshore company, or any other material change involving a change in the capital of the offshore company.

 

Moreover, Notice 75 applies retroactively. As a result, PRC residents who have established or acquired control of offshore companies that have made onshore investments in the PRC in the past are required to complete the relevant registration procedures with the local SAFE branch by March 31, 2006. Under the relevant rules, failure to comply with the registration procedures set forth in Notice 75 may result in restrictions being imposed on the foreign exchange activities of the relevant onshore company, including the increase of its registered capital, the payment of dividends and other distributions to its offshore parent or affiliate and capital inflow from the offshore entity, and may also subject relevant PRC residents to penalties under PRC foreign exchange administration regulations.

 

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PRC residents who control our company are required to register with SAFE in connection with their investments in us. Such individuals completed this registration in 2007. If we use our equity interest to purchase the assets or equity interest of a PRC company owned by PRC residents in the future, such PRC residents will be subject to the registration procedures described in Notice 75.

 

New M&A Regulations and Overseas Listings

 

On August 8, 2006, six PRC regulatory agencies, including the Ministry of Commerce, the State Assets Supervision and Administration Commission, the State Administration for Taxation, the State Administration for Industry and Commerce, CSRC and SAFE, jointly issued the Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the New M&A Rule, which became effective on September 8, 2006. This New M&A Rule, among other things, includes provisions that purport to require that an offshore special purpose vehicle formed for purposes of overseas listing of equity interests in PRC companies and controlled directly or indirectly by PRC companies or individuals obtain the approval of CSRC prior to the listing and trading of such special purpose vehicle’s securities on an overseas stock exchange.

 

On September 21, 2006, CSRC published on its official website procedures regarding its approval of overseas listings by special purpose vehicles. The CSRC approval procedures require the filing of a number of documents with the CSRC and it would take several months to complete the approval process. The application of this new PRC regulation remains unclear with no consensus currently existing among leading PRC law firms regarding the scope of the applicability of the CSRC approval requirement.

 

E.Taxation

 

British Virgin Islands Taxation

 

We are exempt from all provisions of the Income Tax Act of the British Virgin Islands, including with respect to all dividends, interests, rents, royalties, compensation and other amounts payable by or to persons who are not resident in the British Virgin Islands. Capital gains realized with respect to any of our shares, debt obligations or other securities by persons who are not resident in the British Virgin Islands are also exempt from all provisions of the Income Tax Act of the British Virgin Islands. No estate, inheritance tax succession or gift tax rate, duty, levy or other charge is payable by persons who are not resident in the British Virgin Islands with respect to any of our shares, debt obligations, or other securities. No stamp duty is payable in the British Virgin Islands in relation to a transfer of shares in a British Virgin Islands Business Company.

 

United States Federal Income Taxation

 

The following is a summary of material United States federal income tax consequences under present law relating to the purchase, ownership, and disposition of our common shares. This description does not provide a complete analysis of all potential tax consequences. The information provided below is based on the Internal Revenue Code of 1986, as amended, or the Code, Treasury Regulations, proposed Treasury Regulations, Internal Revenue Service, or the IRS, published rulings and court decisions, all as of the date hereof. These authorities may change, possibly on a retroactive basis, or the IRS might interpret the existing authorities differently. In either case, the tax consequences of purchasing, owning or disposing of common shares could differ from those described below. We do not intend to obtain a ruling from the IRS with respect to the tax consequences of acquiring or holding the common shares.

 

This description is general in nature and does not discuss all aspects of U.S. federal income taxation that may be relevant to a particular investor in light of the investor’s particular circumstances, or to certain types of investors subject to special treatment under U.S. federal income tax laws, such as:

 

  · banks or financial institutions;
  · life insurance companies;

 

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· tax-exempt organizations;
  · dealers in securities or foreign currencies;
  · traders in securities that elect to apply a mark-to-market method of accounting;
  · persons holding common shares as part of a position in a “straddle” or as part of a “hedging,” “conversion” or “integrated” transaction for U.S. federal income tax purposes;
  · persons subject to the alternative minimum tax provisions of the Code; and
  · persons that have a “functional currency” other than the U.S. dollar.

 

This description generally applies to purchasers of our common shares as capital assets. This description does not consider the effect of any foreign, state, local or other tax laws that may be applicable to particular investors.

 

Investors considering the purchase of common shares should consult their own tax advisors regarding the application of the U.S. federal income tax laws to their particular situations and the consequences of U.S. federal estate or gift tax laws, foreign, state, or local laws, and tax treaties.

 

U.S. Holders

 

As used herein, the term “U.S. Holder” means a beneficial owner of common shares that is:

 

  · a citizen or resident of the U.S. or someone treated as a U.S. citizen or resident for U.S. federal income tax purposes;
  · a corporation or other entity taxable as a corporation for U.S. federal income tax purposes organized in or under the laws of the U.S. or any political subdivision thereof;
  · an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
  · a trust, if such trust validly elects to be treated as a U.S. person for U.S. federal income tax purposes, or if (a) a court within the U.S. can exercise primary supervision over its administration and (b) one or more U.S. persons have the authority to control all of the substantial decisions of such trust.

 

If a partnership (including for this purpose any entity treated as a partnership for U.S. tax purposes) is a beneficial owner of the common shares, the U.S. tax treatment of a partner in the partnership will generally depend on the status of the partner and the activities of the partnership. A holder of the common shares that is a partnership and partners in such partnership should consult their individual tax advisors about the U.S. federal income tax consequences of holding and disposing of the common shares.

 

If you are not a U.S. Holder, this subsection does not apply to you and you should refer to “Non-U.S. Holders” below.

 

Taxation of Dividends and Other Distributions on Common shares

 

Subject to the passive foreign investment company rules discussed below, all distributions to a U.S. Holder with respect to the common shares, other than certain pro rata distributions of our shares, will be includible in a U.S. Holder’s gross income as ordinary dividend income when received, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits. For this purpose, earnings and profits will be computed under U.S. federal income tax principles. The dividends will not be eligible for the dividends-received deduction allowed to corporations. To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits, it will be treated first as a tax-free return of the tax basis in the common shares, and to the extent the amount of the distribution exceeds the U.S. Holder’s tax basis, the excess will be taxed as capital gain. Any gain recognized by a non-corporate U.S. Holder on the sale or exchange of common shares generally will be subject to a maximum tax rate of 20%.

 

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Dividends paid in Renminbi will be included in your income as a U.S. dollar amount based on the exchange rate in effect on the date that the U.S. Holder receives the dividend, regardless of whether the payment is in fact converted into U.S. dollars. If the U.S. Holder does not receive U.S. dollars on the date the dividend is distributed, the U.S. Holder will be required to include either gain or loss in income when the U.S. Holder later exchanges the Renminbi for U.S. dollars. The gain or loss will be equal to the difference between the U.S. dollar value of the amount that the U.S. Holder includes in income when the dividend is received and the amount that the U.S. Holder receives on the exchange of the Renminbi for U.S. dollars. The gain or loss generally will be ordinary income or loss from United States sources. If we distribute as a dividend non-cash property, the U.S. Holder will generally include in income an amount equal to the U.S. dollar equivalent of the fair market value of the property on the date that it is distributed.

 

Dividends will constitute foreign source income for foreign tax credit limitation purposes. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to the common shares will be “passive income” or, in the case of certain U.S. Holders, “financial services income.” In particular circumstances, a U.S. Holder that:

 

  · has held the common shares for less than a specified minimum period during which it is not protected from risk of loss,
  · is obligated to make payments related to the dividends, or
  · holds the common shares in arrangements in which the U.S. Holder’s expected economic profit, after non-U.S. taxes, is insubstantial will not be allowed a foreign tax credit for foreign taxes imposed on dividends paid on the common shares.

 

Distributions to a U.S. Holder of shares or rights to subscribe for shares that are received as part of a pro rata distribution to all our shareholders should not be subject to U.S. federal income tax. The basis of the new shares or rights so received will be determined by allocating the U.S. Holder’s tax basis in the common shares between the common shares and the new shares or rights received, based on their relative fair market values on the date of distribution. However, the basis of the new shares or rights will be zero if:

 

  · the fair market value of the new shares or rights is less than 15.0% of the fair market value of the old common shares at the time of distribution; and
  · the U.S. Holder does not make an election to determine the basis of the new shares by allocation as described above.

 

The U.S. Holder’s holding period in the new shares or rights will generally include the holding period of the old common shares on which the distribution was made.

 

Taxation of Disposition of Common shares

 

Subject to the passive foreign investment company rules discussed below, a U.S. Holder will recognize taxable gain or loss on any sale or exchange of common shares equal to the difference between the amount realized (in U.S. dollars) for the common shares and the U.S. Holder’s tax basis (in U.S. dollars) in the common shares. The gain or loss will be capital gain or loss. Any gain or loss that you recognize will generally be treated as United States source income or loss, except that losses will be treated as foreign source losses to the extent you received dividends that were includible in the financial services income basket during the 24-month period prior to the sale. If the common shares are not stock in a passive foreign investment company with respect to a U.S. Holder in either the taxable year of the distribution or the preceding taxable year, the distribution otherwise constitutes qualified dividend income for United States federal income tax purposes, certain holding period and other requirements are met, and the distribution is received in a taxable year beginning prior to January 1, 2009, the distribution will be taxable to a non-corporate U.S. Holder at a maximum rate of 15%.

 

Passive Foreign Investment Company

 

We believe that we are not a passive foreign investment company for U.S. federal income tax purposes, but we cannot be certain whether we will be treated as a passive foreign investment company for any future taxable year. If we are a passive foreign investment company in any year in which a U.S. Holder holds common shares, the U.S. Holder generally will be subject to increased U.S. tax liabilities and reporting requirements on receipt of certain dividends or on a disposition of common shares, in that year and all subsequent years although a shareholder election to terminate such deemed passive foreign investment company status may be made in certain circumstances. U.S. Holders should consult their own tax advisors regarding our status as a passive foreign investment company, the consequences of an investment in a passive foreign investment company, and the consequences of making a shareholder election to terminate deemed passive foreign investment company status if we no longer meet the income or asset test for passive foreign investment company status in a subsequent taxable year.

 

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A company is considered a passive foreign investment company for any taxable year if either:

 

  · at least 75.0% of its gross income is passive income, or
  · at least 50.0% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income.

 

We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, more than 25.0% (by value) of the stock of such corporation.

 

Our belief that we are not a passive foreign investment company is based on our estimate of the fair market value of our intangible assets, including goodwill, not reflected in our financial statements under US GAAP. In the future, in calculating the value of these intangible assets, we will value our total assets, in part, based on our total market value determined using the average of the quarterly selling prices of the common shares for the relevant year. We believe this valuation approach is reasonable. However, it is possible that the IRS will challenge the valuation of our intangible assets, which may result in our classification as a passive foreign investment company. In addition, if our actual acquisitions and capital expenditures do not match our projections, the likelihood that we are or will be classified as a passive foreign investment company may also increase.

 

A separate determination must be made each year as to whether we are a passive foreign investment company. As a result, our passive foreign investment company status may change.

 

If we are a passive foreign investment company for any taxable year during which a U.S. Holder holds common shares, the U.S. Holder will be subject to special tax rules with respect to:

 

  · Any “excess distribution” that the U.S. Holder receives on common shares, and
  · Any gain the U.S. Holder realizes from a sale or other disposition (including a pledge) of the common shares, unless the U.S. Holder makes a “mark-to-market” election as discussed below.

 

Distributions the U.S. Holder receives in a taxable year that are greater than 125% of the average annual distributions the U.S. Holder received during the shorter of the three preceding taxable years or the U.S. Holder’s holding period for the common shares will be treated as an excess distribution. Under these special tax rules:

 

  · the excess distribution or gain will be allocated ratably over your holding period for the common shares,
  · the amount allocated to the current taxable year, and any taxable year prior to the first taxable year in which we were a passive foreign investment company, will be treated as ordinary income, and
  · the amount allocated to each other year will be subject to tax at the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year.

 

59
 

 

The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses, and gains (but not losses) realized on the sale of the common shares cannot be treated as capital, even if the U.S. Holder holds the common shares as capital assets.

 

A U.S. shareholder of a passive foreign investment company may avoid taxation under the excess distribution rules discussed above by making a “qualified electing fund” election to include the U.S. Holder’s share of our income on a current basis. However, a U.S. Holder may make a qualified electing fund election only if the passive foreign investment company agrees to furnish the shareholder annually with certain tax information, and we do not presently intend to prepare or provide such information.

 

Alternatively, a U.S. Holder of “marketable stock” in a passive foreign investment company may make a mark-to-market election for stock of a passive foreign investment company to elect out of the excess distribution rules discussed above. If a U.S. Holder makes a mark-to-market election for the common shares, the U.S. Holder will include in income each year an amount equal to the excess, if any, of the fair market value of the common shares as of the close of your taxable year over the U.S. Holder’s adjusted basis in such common shares. A U.S. Holder is allowed a deduction for the excess, if any, of the adjusted basis of the common shares over their fair market value as of the close of the taxable year only to the extent of any net mark-to-market gains on the common shares included in the U.S. Holder’s income for prior taxable years. Amounts included in a U.S. Holder’s income under a mark-to-market election, as well as gain on the actual sale or other disposition of the common shares, are treated as ordinary income. Ordinary loss treatment also applies to the deductible portion of any mark-to-market loss on the common shares, as well as to any loss realized on the actual sale or disposition of the common shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such common shares. A U.S. Holder’s basis in the common shares will be adjusted to reflect any such income or loss amounts. The tax rules that apply to distributions by corporations which are not passive foreign investment companies would apply to distributions by us.

 

The mark-to-market election is available only for stock which is regularly traded on a national securities exchange that is registered with the SEC or on NASDAQ, or an exchange or market that the U.S. Secretary of the Treasury determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. The mark-to-market election would be available to a U.S. Holder unless our common shares are delisted from The NASDAQ Capital Market and do not subsequently become regularly traded on another qualified exchange or market.

 

A U.S. Holder who holds our common shares in any year in which we are a passive foreign investment company would be required to file IRS Form 8621 regarding distributions received on our common shares and any gain realized on the disposition of our common shares.

 

Non-U.S. Holders

 

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on dividends paid by us with respect to our common shares unless the income is effectively connected with the Non-U.S. Holder’s conduct of a trade or business in the United States.

 

A Non-U.S. Holder generally will not be subject to U.S. federal income tax on any gain attributable to a sale or other disposition of our common shares unless such gain is effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United States or the Non-U.S. Holder is a natural person who is present in the United States for 183 days or more and certain other conditions exist.

 

Dividends and gains that are effectively connected with a Non-U.S. Holder’s conduct of a trade or business in the United States generally will be subject to tax in the same manner as they would be if the Non-U.S. Holder were a U.S. Holder, except that the passive foreign investment company rules will not apply. Effectively connected dividends and gains received by a corporate Non-U.S. Holder may also be subject to an additional branch profits tax at a 30.0% rate or a lower tax treaty rate.

 

60
 

 

Information Reporting and Backup Withholding

 

In general, information reporting requirements will apply to dividends in respect of our common shares or the proceeds received on the sale, exchange or redemption of our common shares paid within the United States (and, in certain cases, outside the United States) to U.S. Holders other than certain exempt recipients, such as corporations, and backup withholding tax may apply to such amounts if the U.S. Holder fails to provide an accurate taxpayer identification number or to report interest and dividends required to be shown on its U.S. federal income tax returns. The amount of any backup withholding from a payment to a U.S. Holder will be allowed as credit against the U.S. Holder’s U.S. federal income tax liability provided that the appropriate returns are filed.

 

A Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status to the payer, under penalties of perjury, on IRS Form W-8BEN.

 

F.Dividends and paying agents

 

Not applicable for annual reports on Form 20-F.

 

G.Statement by experts

 

Not applicable for annual reports on Form 20-F.

 

H.Documents on display

 

We are subject to the information requirements of the Exchange Act. In accordance with these requirements, the Company files reports and other information with the SEC. You may read and copy any materials filed with the SEC at the Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a web site at http://www.sec.gov that contains reports and other information regarding registrants that file electronically with the SEC.

 

I.Subsidiary Information

 

Not applicable.

 

Item 11.Quantitative and Qualitative Disclosures about Market Risk

 

Foreign Exchange Risk

 

All of our revenues and substantially all of our expenditures are denominated in Renminbi. Although exchange of the Renminbi for foreign currency is highly regulated in China, the value of the Renminbi against the value of the U.S. dollar may fluctuate and be affected by, among other things, changes in China’s political and economic conditions. Under the currency policy in effect in China today, the value of the Renminbi fluctuates within a narrow band against a basket of foreign currencies. China is currently under significant international pressures to liberalize its currency policy, and if such liberalization were to occur, the value of the Renminbi could appreciate or depreciate against the U.S. dollar, or any other currency.

 

We use U.S. dollars as the reporting currency for our financial statements. All transactions in currencies other than U.S. dollar during the year are re-measured at the exchange rates prevailing on the respective relevant dates of such transactions. Monetary assets and liabilities existing at the balance sheet date denominated in currencies other than U.S. dollar are re-measured at the exchange rates prevailing on such date. Exchange differences are recorded in our consolidated statement of operations.

 

Fluctuations in exchange rates may affect our net revenues, costs, operating margins and net income. For example, in 2014, 7% of our net revenues were generated from sales denominated in currencies of U.S. dollar. The fluctuations in the exchange rates between the U.S. dollar and the Renminbi resulted in a decrease of $31 thousand in operating income in 2014.

 

61
 

 

Fluctuations in exchange rates may also affect our balance sheet. For example, to the extent that we need to convert U.S. dollars into Renminbi for our operations, appreciation of the Renminbi against the U.S. dollar would have an adverse effect on the Renminbi amount that we receive from the conversion. Conversely, if we decide to convert our Renminbi into U.S. dollars for the purpose of paying dividends on our ordinary shares or for other business purposes, appreciation of the Renminbi against the U.S. dollar would have a positive effect on the corresponding U.S. dollar amount available to us.

 

The Renminbi’s exchange rate with the U.S. dollar and other currencies is affected by, among other things, changes in China’s political and economic conditions. See “Item 3. Key Information—D. Risk Factors—Risks Related to Doing Business in China—Fluctuations in the value of the Renminbi may have a material adverse effect on your investment.” Any significant revaluation of the Renminbi may materially and adversely affect our cash flows, revenues, earnings and financial position, and the value of, and any dividends payable on, our share prices in U.S. dollars.

 

Our PRC subsidiaries have determined their functional currencies to be the Renminbi based on the criteria set forth under ASC 830, Foreign Currency Matters. We use the Renminbi as our reporting currency. We use the monthly average exchange rate for the year and the exchange rate at the balance sheet date to translate the operating results and financial position of our PRC subsidiaries, respectively. Translation differences are recorded in accumulated other comprehensive income, a component of shareholders’ equity. Transactions denominated in foreign currencies are remeasured into our functional currency at the exchange rates prevailing on the transaction dates. Foreign currency denominated financial assets and liabilities are remeasured at the balance sheet date exchange rate. Exchange gains and losses are included in the consolidated statements of income.

 

Interest Rate Risk

 

Our exposure to interest rate risk primarily relates to our interest income generated by our excess cash, which is mostly held in interest-bearing bank deposits and short-term investments as well as interest expenses under our short-term bank loans. Our future interest income from our cash deposited in bank and short-term bank loans may fall short of expectations due to changes in interest rates. Our future interest expense on our short-term borrowings may increase or decrease due to changes in market interest rates. As of December 31, 2014, our outstanding short-term borrowings were $2.4 million. The interest rate of our borrowings is a fixed interest.

 

Inflation

 

According to the National Bureau of Statistics of China, China’s overall national inflation rate, as represented by the general consumer price index, was approximately 3.3 % in 2012, 2.6% in 2013 and 3.3% in 2014. We have not in the past been materially affected by any such inflation, but we can provide no assurance that we will not be affected in the future.

 

Item 12.Description of Securities Other than Equity Securities

 

With the exception of Items 12.D.3 and 12.D.4, this Item 12 is not applicable for annual reports on Form 20-F. As to Items 12.D.3 and 12.D.4, this Item 12 is not applicable, as the Company does not have any American Depositary Shares.

 

62
 

 

PART II

 

Item 13.                 Defaults, Dividend Arrearages and Delinquencies

 

We do not have any material defaults in the payment of principal, interest, or any installments under a sinking or purchase fund.

 

Item 14.                 Material Modifications to the Rights of Securities Holders and Use of Proceeds

 

Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” from our registration statement on Form 10-K filed on March 7, 2011 is incorporated herein by reference.

 

Item 15.                 Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

     As of December 31, 2014 (the “Evaluation Date”), the Company carried out an evaluation, under the supervision of and with the participation of management, including the Company’s chief executive officer and chief financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on the foregoing, the chief executive officer and chief financial officer concluded that as of the Evaluation Date the company’s disclosure controls and procedures were not effective and designed to ensure that all material information required to be included in our reports filed or submitted under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to ensure that information required to be disclosed is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decision regarding required disclosure.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rule 13a-15(f) under the Securities and Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of consolidated financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that:

 

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the recording of transactions of the Company’s assets;
   
(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with U.S. GAAP, and that the Company’s receipts and expenditures are being made only in accordance with the authorization of its management and directors; and
   
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the consolidated financial statements.

 

Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance with respect to consolidated financial statement preparation and presentation and may not prevent or detect misstatements, Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

 

63
 

 

The Company’s management assessed the effectiveness of its internal control over financial reporting as of December 31, 2014. In making this assessment, management used the 1992 COSO framework set forth in the report entitled Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, or COSO.

 

The COSO framework summarizes each of the components of a company’s Internal control system, including (i) the control environment, (ii) risk assessment, (iii) control activities, (iv) information and communication, and (v) monitoring. Our management has implemented and tested our internal control over financial reporting based on these criteria and did not identify any significant deficiencies and material weaknesses as of December 31, 2014. However, based on the fact that we do not have any full-time accounting personnel who have U.S. GAAP experience, our management has considered this as a material weakness and determined that as of December 31, 2014, the internal control over financial reporting was not effective.

 

In an effort to remedy this material weakness in the future, we intend to do the following:

 

(1) Develop a comprehensive training and development plan for our finance, accounting and internal audit personnel, including our Chief Financial Officer, Financial Manager, and others, in the principles and rules of U.S. GAAP, SEC reporting requirements and the application thereof.
   
(2) Design and implement a program to provide ongoing company-wide training regarding the Company's internal controls, with particular emphasis on our finance and accounting staff.
   
(3) Implement an internal review process over financial reporting to review all recent accounting pronouncements and to verify that the accounting treatment identified in such reports has been fully implemented and confirmed by our internal control department. In the future, we will continue to improve our ongoing review and supervision of our internal control over financial reporting.
   
(4) Hire an individual that possesses the requisite U.S. GAAP experience and education.

 

Despite the material weakness reported above, our management believes that our consolidated financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented. We are in the transition from the 1992 COSO framework for internal controls to the 2013 COSO framework, which formalized the principles embedded in the original framework more explicitly incorporated business and operating environment changes over the past two decades, and which improved the framework’s ease of use and application. We expect to complete the transition from the 1992 COSO framework to the 2013 COSO framework in 2015.

 

Changes in Internal Control over Financial Reporting

 

There were no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934) during the three or twelve months ended December 31, 2014 that have materially affected, or are reasonably likely to materially affect, the company’s internal control over financial reporting.

 

Item 15T.               Controls and Procedures

 

Not applicable.

 

Item 16.                 [Reserved]

 

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Item 16A.              Audit Committee Financial Expert

 

The Company’s Board of Directors has determined that Mr. Zhang qualifies as an “audit committee financial expert” in accordance with applicable NASDAQ Capital Market standards. The Company’s Board of Directors has also determined that Mr. Zhang and the other members of the Audit Committee are all “independent” in accordance with the applicable NASDAQ Capital Market standards.

 

Item 16B.              Code of Ethics

 

The Company has adopted a Code of Business Conduct and Ethics that applies to the Company’s employees, including its principal executive officer, principal financial officer, principal accounting officer, controller and persons performing similar functions. A copy of the Code of Business Conduct and Ethics was filed as an exhibit to our Registration Statement on Form S-1, File no. 333-163041, filed on November 12, 2009, as amended. In addition, the Company has posted this information on its website at www.dehaier.com.cn. The Company will provide any person a copy of its Code of Business Conduct and Ethics, without charge, upon request. Such request should be addressed to the Company at:

 

Room 501, Jiuzhou Plaza, 83 Fuxing Road

Haidian District, Beijing 100856

People’s Republic of China

Attention: Secretary

 

Item 16C.              Principal Accountant Fees and Services

 

Friedman LLP was appointed by the Company to serve as its independent registered public accounting firm for fiscal 2014. Audit services provided by Friedman LLP for fiscal 2014 included the examination of the consolidated financial statements of the Company; and services related to periodic filings made with the SEC.

 

Fees Paid To Independent Registered Public Accounting Firm

 

Audit Fees

 

During fiscal 2014 and 2013, Friedman LLP’s fees for the annual audit of our financial statements and the quarterly reviews of the financial statements were $145,000 and $135,000, respectively.

 

Audit-Related Fees

 

The Company has not paid Friedman LLP for audit-related services in fiscal 2014 and 2013.

 

Tax Fees

 

The Company has not paid Friedman LLP for tax services in fiscal 2014 and 2013.

 

All Other Fees

 

The Company has not paid Friedman LLP for any other services in fiscal 2014 and 2013.

 

Audit Committee Pre-Approval Policies

 

Before Friedman LLP was engaged by the Company to render audit or non-audit services, the engagement was approved by the Company’s audit committee. All services rendered by Friedman LLP have been so approved.

 

Item 16D.              Exemptions from the Listing Standards for Audit Committees

 

Not applicable.

 

65
 

 

Item 16E.               Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

Neither the Company nor any affiliated purchaser has purchased any shares or other units of any class of the Company’s equity securities registered by the Company pursuant to Section 12 of the Securities Exchange Act during the fiscal year ended December 31, 2014.

 

Item 16F.               Change in Registrant’s Certifying Accountant.

 

Not applicable.

 

Item 16G.              Corporate Governance.

 

Other than as described in this section, our corporate governance practices do not differ from those followed by domestic companies listed on the NASDAQ Capital Market. NASDAQ Listing Rule 5635 generally provides that shareholder approval is required of U.S. domestic companies listed on the NASDAQ Capital Market prior to issuance (or potential issuance) of securities equaling 20% or more of the company’s common stock or voting power for less than the greater of market or book value. Notwithstanding this general requirement, NASDAQ Listing Rule 5615(a)(3)(A) permits foreign private issuers like the Company to follow their home country practice rather than this shareholder approval requirement. The Company, therefore, is not required to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities as described above.

 

Item 16H.              Mine Safety Disclosure.

 

Not applicable.

 

66
 

 

PART III

 

Item 17.                 Financial Statements

 

See Item 18.

 

Item 18.                 Financial Statements

 

The consolidated financial statements of Dehaier Medical Systems Limited are included at the end of this annual report, beginning with page F-1.

 

Item 19.                 Exhibits

 

Exhibit    
Number   Document
     
3(i).1   Third Amended and Restated Articles of Association of the Registrant(1)
     
3(ii).1   Third Amended and Restated Memorandum of Association of the Registrant(1)
     
4.1   Specimen Share Certificate(1)
     
4.2   Form of Warrant to purchase Common Shares by the Company. (2)
     
10.1   2009 Share Incentive Plan(1)
     
10.2   2013 Share Incentive Plan(3)
     
10. 3   2014 Share Incentive Plan(4)
     
31.1   Certifications pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(5)
     
31.2   Certifications pursuant to Rule 13a-14(a) or 15(d)-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(5)
     
32.1   Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(6)
     
32.2   Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(6)
     
99.1   Code of Business Conduct and Ethics(1)
     
99.2   Audit Committee Charter(7)
     
99.3   Press release dated April 30, 2015 regarding earnings

 

101.INS   XBRL Instance Document(5)
   
101.SCH   XBRL Taxonomy Extension Schema Document(5)
   
101.CAL   XBRL Taxonomy Extension Calculation Linkbase Document(5)
   
101.DEF   XBRL Taxonomy Extension Definition Linkbase Document(5)
   
101.LAB   XBRL Taxonomy Extension Label Linkbase Document(5)
   
101.PRE   XBRL Taxonomy Extension Presentation Linkbase Document(5)

 

 

(1)Incorporated by reference to the registrant’s registration statement on Form S-1, File no. 333-163041, filed on November 12, 2009, as amended.

 

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(2)

Incorporated by reference to the registrant’s Form 6-K, File no. 001-34661, filed on February 21, 2014.
(3) Incorporated by reference to the registrant’s Form 6-K, File no. 001-34661, filed on November 29, 2013.
(4) Incorporated by reference to the registrant’s proxy statement for the registrant’s annual meeting of shareholders for the fiscal year ended December 31, 2013, File no. 001-34661, filed on July 1, 2014.
(5) Filed herewith.
(6) Furnished herewith.
(7) Incorporated by reference to the registrant’s Form 10-K, File no. 001-34661, filed on March 31, 2010.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the undersigned certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 on Form 20-F to be signed on its behalf by the undersigned, thereunto duly authorized, in the People’s Republic of China, on the 30th day of April, 2015.

 

  DEHAIER MEDICAL SYSTEMS LIMITED  
       
  By: /s/ Ping Chen  
  Name:   Ping Chen  
  Title: Chief Executive Officer  
       
    Date:  April 30, 2015  

 

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DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

INDEX TO FINANCIAL STATEMENTS

 

CONSOLIDATED FINANCIAL STATEMENTS   PAGE  
       
Report of Independent Registered Public Accounting Firm   F-2  
       
Consolidated Balance Sheets as of December 31, 2014 and 2013   F-3  
       
Consolidated Statements of Income and Comprehensive Income for the Years Ended December 31, 2014, 2013 and 2012   F-4  
       
Consolidated Statements of Equity for the Years Ended December 31, 2014, 2013 and 2012   F-5  
       
Consolidated Statements of Cash Flows for the Years Ended December 31, 2014, 2013 and 2012   F-6  
       
Notes to the Consolidated Financial Statements   F-7  

 

F-1
 

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Shareholders

Dehaier Medical Systems Limited

 

We have audited the accompanying consolidated balance sheets of Dehaier Medical Systems Limited and Affiliate as of December 31, 2014 and 2013, and the related consolidated statements of income and comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended December 31, 2014. Dehaier Medical Systems Limited and Affiliate’s management is responsible for these financial statements. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

 

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Dehaier Medical Systems Limited and Affiliate as of December 31, 2014 and 2013, and the results of their operations and their cash flows for each of the years in the three-year period ended December 31, 2014 in conformity with accounting principles generally accepted in the United States of America.

 

 

 

/s/ Friedman LLP

 

New York, New York

April 30, 2015

 

 

 

F-2
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

CONSOLIDATED BALANCE SHEETS

 

   December 31, 
   2014   2013 
    US$    US$ 
ASSETS          
CURRENT ASSETS:          
Cash and cash equivalents   1,727,763    2,592,945 
Accounts receivable
-less allowance for doubtful accounts of $1,600,920 and $935,865
   11,828,134    12,616,694 
Contract Deposits   1,823,235    2,373,651 
Other receivables
-less allowance for doubtful accounts of $598,747 and $598,747
   1,707,799    756,205 
Advances to Suppliers   4,862,222    7,077,275 
Prepayment and other current assets   2,396,787    5,597,984 
Inventories, net   6,202,065    4,914,083 
Tax receivable   138,986    372,935 
Deferred tax asset   407,539    125,676 
Total Current Assets   31,094,530    36,427,448 
           
Deposits for purchase of property, plant and equipment   3,480,509    - 
Deposits for purchase of property, plant and equipment-related party   1,498,627    - 
Property and equipment, net   4,673,666    

3,164,065

 
Intangible assets, net   6,197,942    2,616,349 
Total Assets   46,945,274    42,207,862 
           
LIABILITIES AND EQUITY          
CURRENT LIABILITIES:          
Short-term borrowings   2,440,500    2,477,715 
Accounts payable   270,523    86,804 
Advances from customers   167,285    317,947 
Accrued expenses and other current liabilities   509,697    494,574 
Taxes payable   156,024    82,750 
Warranty obligation   134,220    348,591 
Total Current Liabilities   3,678,249    3,808,381 
           
OTHER LIABILITIES          
Warrants liability   553,060    720,857 
Total Liabilities   4,231,309    4,529,238 
           
Commitments and Contingency          
           
Equity          
Common shares, $0.002731 par value, 18,307,038 shares authorized, 5,808,675 and 4,668,000 shares issued and outstanding at December 31, 2014 and December 31, 2013, respectively   15,864    12,749 
Additional paid in capital   18,719,965    13,752,187 
Retained earnings   19,142,337    18,143,344 
Accumulated other comprehensive income   3,382,707    3,950,071 
Total Dehaier Medical Systems Limited shareholders' equity   41,260,873    35,858,351 
Non-controlling interest   1,453,092    1,820,273 
Total equity   42,713,965    37,678,624 
Total liabilities and equity   46,945,274    42,207,862 

 

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

 

F-3
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

 

   For the Years Ended 
   December 31, 
   2014   2013   2012 
    US$     US$     US$  
Revenue   11,989,446    16,858,178    21,370,325 
                
Costs of revenue   (8,797,732)   (10,447,612)   (13,254,587)
                
Gross profit   3,191,714    6,410,566    8,115,738 
                
Service income   454,440    309,060    300,338 
Service expenses   (45,364)   (54,761)   (71,376)
General and administrative expense   (4,149,856)   (1,977,610)   (2,599,368)
Impairment loss for intangible assets   (395,506)   -    - 
Selling expense   (1,167,487)   (1,182,209)   (1,357,972)
                
Operating Income (Loss)   (2,112,059)   3,505,046    4,387,360 
                
Financial expenses ( including interest expense of $176,231, $159,483 and $149,488)   (195,965)   (164,074)   (151,720)
Other income   51,501    5,033    23,872 
Other expense   -    -    (173)
Loss on disposal of equipment   (635)   (473,709)   - 
Change in fair value of warrants liability   2,866,171    (346,691)   (180,192)
                
Income before provision for income tax and non-controlling interest   609,013    2,525,605    4,079,147 
                
Provision for income tax (expense) benefit   49,991    (522,279)   (862,795)
                
Net income   659,004    2,003,326    3,216,352 
                
Less: net income (loss) attributable to non-controlling interest   (339,989)   7,705    10,201 
                
Net income attributable to Dehaier Medical Systems Limited   998,993    1,995,621    3,206,151 
                
Net income   659,004    2,003,326    3,216,352 
                
Other comprehensive income (Loss)               
Foreign currency translation gain (loss)   (594,556)   1,028,124    398,686 
                
Comprehensive Income   64,448    3,031,450    3,615,038 
 -less comprehensive income (loss) attributable to the non-controlling interest   (367,181)   52,960    27,173 
                
Comprehensive income attributable to Dehaier Medical Systems Limited   431,629    2,978,490    3,587,865 
                
Earnings per share               
-Basic   0.18    0.43    0.70  
-Diluted   0.18    0.43    0.70 
                
Weighted average number of common shares used in computation               
-Basic   5,510,076    4,625,195    4,578,151 
-Diluted   5,597,169    4,676,127    4,601,907 

 

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

 

F-4
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

CONSOLIDATED STATEMENTS OF EQUITY

 

    Common stock    Additional Paid-in 
Capital 
    Retained Earnings    Accumulated
other
comprehensive
income 
    Non-controlling
 interest 
    Total  
    Shares    US$    US$    US$    US$    US$    US$ 
Balance as of January 1, 2012   4,560,000    12,454    13,281,374    12,941,572    2,585,488    1,412,733    30,233,621 
                                    
Issuance of 5,000 shares to non-employee   5,000    14    11,086    -    -    -    11,100 
Issuance of 5,000 shares to non-employee   5,000    14    12,361    -    -    -    12,375 
Issuance of 20,000 shares to non-employee   20,000    55    31,945    -    -    -    32,000 
Issuance of 20,000 shares to non-employee   20,000    54    35,945    -    -    -    35,999 
Issuance of 10,000 shares to non-employee   10,000    27    17,973    -    -    -    18,000 
Stock based Compensation   -    -    110,163    -    -    -    110,163 
Foreign currency translation gain   -    -    -    -    381,714    16,972    398,686 
Net income   -    -    -    3,206,151    -    10,201    3,216,352 
Balance as of December 31, 2012   4,620,000    12,618    13,500,847    16,147,723    2,967,202    1,439,906    34,068,296 
                                    
Issuance of 8,000 shares upon excise of share-based awards   8,000    22    11,578    -    -    -    11,600 
Issuance of 94,000 options to employees   -    -    9,761    -    -    -    9,761 
Issuance of 40,000 shares to non-employee   40,000    109    145,491    -    -    -    145,600 
Additional paid in capital   -    -    -    -    -    327,407    327,407 
Stock based compensation   -    -    84,510    -    -    -    84,510 
Foreign currency translation gain   -    -    -    -    982,869    45,255    1,028,124 
Net income   -    -    -    1,995,621    -    7,705    2,003,326 
                                    
Balance as of December 31, 2013   4,668,000    12,749    13,752,187    18,143,344    3,950,071    1,820,273    37,678,624 
                                    
Issuance of 134,000 shares upon excise of employee options   134,000    366    193,934    -    -    -    194,300 
Issuance of 160,000 shares to non-employees   160,000    437    643,564    -    -    -    644,001 
Issuance of 734,700 shares to investors   734,700    2,006    3,366,165    -    -    -    3,368,171 
Issuance shares to employees, directors and officers   111,975    306    603,502    -    -    -    603,808 
Stock based compensation   -    -    160,613    -    -    -    160,613 
Foreign currency translation loss   -    -    -    -    (567,364)   (27,192)   (594,556)
Net income   -    -    -    998,993         (339,989)   659,004 
                                    
Balance as of December 31, 2014   5,808,675    15,864    18,719,965    19,142,337    3,382,707    1,453,092    42,713,965 

 

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

 

F-5
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Years Ended 
   December 31, 
   2014   2013   2012 
    US$     US$     US$  
Cash flows from operating activities               
                
Net income   659,004    2,003,326    3,216,352 
Adjustments to reconcile net income to net cash (used in) provided by operating activities               
Stock-based compensation expense   1,408,421    239,871    314,479 
Depreciation and amortization   640,560    619,890    552,086 
Loss on disposal of equipment   635    473,709    - 
Change in fair value of warrants liability   (2,866,171)   346,691    180,192 
Change in deferred tax assets   (283,874)   (2,698)   - 
Provision for doubtful accounts   713,591    44,041    594,808 
Change in warranty reserve   (209,227)   -    - 
Provision for inventory obsolescence   541,944    -    - 
Impairment loss for intangible assets   395,506    -    - 
Changes in assets and liabilities:               
(Increase) Decrease in accounts receivable   (80,089)   (345,443)   344,341 

Decrease (Increase) in prepayments and other current assets

   5,238,541    (3,844,093)   (1,730,704)
(Increase) Decrease in other receivables   (481,785)   562,140    (1,617,781)
(Increase) Decrease in inventories   (1,904,329)   (120,996)   931,844 

Decrease (Increase) in tax receivable

   228,447    (34,569)   563,816 
Increase in accounts payable   185,104    47,315    4,271 
(Decrease) Increase in advances from customers   (145,950)   60,758    (56,965)
Increase in accrued expenses and other current liabilities   22,476    75,072    52,482 
Decrease in taxes payable   74,549    (325,464)   (1,644,345)

Net cash provided by (used in) operating activities

   4,137,353    (200,450)   1,704,876 
                
Cash flows from investing activities               
Capital expenditures and other additions   (7,027,999)   (1,130,621)   (11,054)
Purchases of intangible assets   (4,169,649)   -    (2,715,453)
Net cash used in investing activities   (11,197,648)   (1,130,621)   (2,726,507)
                
Cash flows from financing activities               
Proceeds from bank loans   2,944,000    2,503,747    2,373,145 
Repayment of bank loans   (2,948,700)   (2,502,457)   (1,580,436)
Capital contributed by non-controlling interest   -    329,576    - 
Net proceeds from option exercises   194,300    -    - 
Net proceeds from issuance of common stock   6,066,546    -    - 
Net cash provided by financing activities   6,256,146    330,866    792,709 
                
Effect of exchange rate fluctuations on cash and cash equivalents   (61,033)   87,820    39,766 
                
Net decrease in cash and cash equivalents   (865,182)   (912,385)   (189,156)
                
Cash and cash equivalents at beginning of year   2,592,945    3,505,330    3,694,486 
                
Cash and cash equivalents at end of year   1,727,763    2,592,945    3,505,330 
                
Supplemental cash flow information               
Income tax paid   188,695    688,219    1,416,958 
Interest paid   176,231    159,482    149,488 
Uncollected option exercise proceeds recorded as other receivable   -    11,600    - 

 

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

 

F-6
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

1.ORGANIZATION AND PRINCIPAL ACTIVITIES

 

Dehaier Medical Systems Limited (“Dehaier” or the “Company”) was incorporated in the British Virgin Islands in 2003 as a limited liability company. Dehaier distributes and provides after-sale services for medical equipment in China mainly through its majority-owned subsidiary Beijing Dehaier Medical Technology Co. Limited (“BDL”) and its affiliate Beijing Dehaier Technology Limited (“BTL”). On November 9, 2011, Dehaier established a wholly-owned subsidiary in the United States, Breathcare LLC (“Breathcare”). Both BDL and BTL were incorporated in the People’s Republic of China (“PRC”). Dehaier, through its subsidiaries and affiliate, distributes branded, proprietary medical equipment, such as sleep apnea machines, ventilator air compressors, and oxygen generators. Standard product registration, product certification and quality management system have been established; ISO13485 industry standard has also already been passed. It also has the distribution rights for a number of international medical equipment suppliers for products including anesthesia equipment, patient monitors, mobile C-arm X-ray machines and other medical equipment accessories.

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

 

Basis of Consolidation

The consolidated financial statements include the accounts of Dehaier and its majority-owned and wholly-owned subsidiaries (collectively, the “Company”). All inter-company transactions and balances are eliminated in consolidation.

 

A group of shareholders, including the Chief Executive Officer, originally held more than 50% of the voting ownership interest of Dehaier, BDL and BTL. BTL owns a building which is pledged as collateral for BDL’s bank loans. In exchange, BDL loans money to BTL to finance its operations. BTL’s primary operation is to provide repairs and transportation services to BDL’s customers. Because of these arrangements, BDL is the primary beneficiary of BTL, as the entity that is most closely associated with BTL. BTL is considered a variable interest entity (“VIE”) of BDL. Management makes ongoing reassessments of whether BDL is the primary beneficiary of BTL.

 

The accounts of BTL are consolidated in the accompanying financial statements pursuant to Accounting Standards Codification (“ASC”) 810-10, “Consolidation”. As a VIE, BTL’s revenues are included in the Company’s service income, and its income from operations is consolidated with the Company’s. Because of the arrangements, the Company had a pecuniary interest in BTL that requires consolidation of the Company’s and BTL’s financial statements.

 

On December 13, 2013, an additional capital of RMB2,000,000 (approximately $327,400) was contributed to BTL by its shareholders.

 

The carrying amount and classification of BTL’s assets and liabilities included in the Consolidated Balance Sheets are as follows:

 

   December 31, 
   2014   2013 
    US$    US$ 
Total current assets   479,129    674,281 
Total assets   1,566,899    1,825,543 
Total current liabilities   113,807    5,270 
Total liabilities   113,807    5,270 
Total revenue   (403,992)   (2,422)
Net Loss (Income)   339,989    (7,705)

 

F-7
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications have no effect on the accompanying consolidated statements of income and comprehensive income (loss).

 

Use of Estimates

The preparation of the consolidated financial statements 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 dates of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting periods. Estimates are adjusted to reflect actual experience when necessary. Significant accounting estimates reflected in the Company’s consolidated financial statements include revenue recognition, allowance for doubtful accounts, warranty obligation, warrants liability, stock-based compensation and useful lives of intangible assets, and property and equipment. Actual results could differ from those estimates.

 

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly liquid investments which are unrestricted as to withdrawal or use, and which have maturities of three months or less when purchased. The Company maintains uninsured cash and cash equivalents with various financial institutions mainly in the PRC and the United States.

 

Accounts Receivable

Accounts receivable are recorded at net realizable value. Accounts receivable terms typically are net 60-180 days from the end of the month in which the services were provided, or when goods were delivered. The Company generally does not require collateral or other security to support accounts receivable. An allowance, if required, is based on a combination of historical experience, aging analysis, and an evaluation of the collectability of specific accounts. Management considers that receivables over 1 year to be past due. Management has determined that an allowance of $1,600,920 (RMB9,839,708) and $935,865 (RMB5,665,692) was appropriate at December 31, 2014 and 2013, respectively.

 

Other Receivables, Net

Other receivables primarily include advances to employees and deposit to service providers. Management regularly reviews aging of receivables and changes in payment trends and records a reserve when management believes collection of amounts due are at risk. Accounts considered uncollectible are written off after exhaustive efforts at collection. Management has determined that an allowance of $598,747 and $598,747 was appropriate at December 31, 2014 and 2013.

 

Advances to Suppliers and Advances from Customers

The Company, as is the common practice in the PRC, often makes advance payments to suppliers for unassembled parts, or receives advance payments from customers. Advances to suppliers were $4,862,222 and $7,077,275 as of December 31, 2014 and 2013, respectively. Advances from customers were $167,285 and $317,947 as of December 31, 2014 and 2013, respectively.

 

Deposits for purchase (Third party and Related party)

Deposits for purchase mainly include the advance payments to the third party and the related party to purchase the sleep respiratory medical equipment which expects to station in the hospitals as demonstration. At December 31, 2014, deposits for purchase of property, plant and equipment to related party and related party were $3,480,509 and $1,498,627, respectively.

 

F-8
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Fair Value of Financial Instruments

The carrying amounts reported in the consolidated financial statements for current assets and current liabilities approximate fair value due to the short-term nature of these financial instruments.

 

The Company follows the provisions of ASC topic 815, “Derivatives and Hedging”. ASC topic 815 provides a framework for determining whether an instrument is indexed to an entity's own stock. Warrants are indexed to the Company's stock, which is traded in US dollars. Since the Company's functional currency is the RMB, such warrants are considered liabilities. The fair value of the warrants liability is measured each reporting period with the resulting change in fair value recorded in the consolidated statements of income and comprehensive income.

 

The accounting standards regarding fair value of financial instruments and related fair value measurements define fair value, and establish a three-level valuation hierarchy for disclosures of fair value.

 

The three levels are defined as follows:

 

·Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

 

·Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

·Level 3 inputs to the valuation methodology are unobservable and significant to the fair value measurement.

 

Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The fair value of the warrants was determined using the Black Scholes Model, with level 2 inputs (See Note 14).

 

If the sum of the expected undiscounted cash flows of the long-lived assets are less than the carrying amount of the long-lived assets, we recognize an impairment loss based on the excess of the carrying amount of the asset group over its fair value, generally based upon discounted cash flows or quoted market prices, with level 3 inputs. Management used historical selling prices and a discount rate of 6.5% based on the Company’s average borrowing rate to present value its future cash flows (See Note 6).

 

Inventories

Inventories are stated at the lower of cost or market and consist of assembled and unassembled parts relating to medical devices. The Company reviews its inventory annually for possible obsolete goods and to determine if any reserves are necessary. The reserve for obsolescence was $594,188 (RMB3,652,047) and $53,281 (RMB322,559) for each of 2014 and 2013.

 

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated on a straight-line basis over the following estimated useful lives:

 

Leasehold improvements   Shorter of the useful lives or the lease term
Building and land use rights   20-40 years
Machinery and equipment   10-15 years
Furniture and office equipment   5 years
Motor vehicles   5 years

 

F-9
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Intangible Assets

Intangible assets are recorded at cost less accumulated amortization. Amortization is calculated on a straight-line basis over the following estimated useful lives:

 

Leasehold improvements   Shorter of the useful lives or the lease term
Software copyrights   20 years
Other software   5 years

 

Impairment of Long-Lived Assets

The Company reviews its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may no longer be recoverable. When these events occur, the Company compares the carrying value of the long-lived assets to the estimated undiscounted future cash flows expected to result from the use of the asset and eventual disposition. If the sum of the expected future cash flows is less than the carrying amount of the asset, an impairment loss, equal to the excess of the carrying amount over the fair value of the asset, is recognized. Management has determined the impairment exists at the balance sheet dates for the Company’s intangible assets related to the software copyright in the amount of $395,506 (RMB2,429,828) as at December 31, 2014.

 

Revenue Recognition

The Company recognizes revenues when all the followings conditions have been satisfied:

 

·Persuasive evidence of an arrangement exists;
·Delivery and/or installation have occurred (e.g., risks and rewards of ownership have passed);
·The sales price is fixed or determinable; and,
·Collectability is reasonably assured.

 

All revenues are based on firm customer orders with fixed terms and conditions. Because the products are assembled to the customers’ specification, there is no right of return. The Company does not provide its customers with price protection or cash rebates. For products that include software, the software is an off-the-shelf package and an integral part of the products being delivered. The Company does not provide any significant post-sale customer support services and does not provide customers with upgrades. The software is incidental to the product as a whole. For products that do not require installation, revenues are recognized when the products are delivered. For products that require installation, revenues are recognized when the installation is completed.

 

For all service income, the Company recognizes the revenue upon the completion of the repairs when the equipment has been returned to and accepted by the customers.

 

In the PRC, value added tax (VAT) of 17% of the invoice amount is collected in respect of the sales of goods on behalf of tax authorities. The VAT collected is not revenue of the Company; instead, the amount is recorded as a liability on the balance sheet until such VAT is paid to the authorities.

 

Cost of Revenues

Cost of revenues primarily includes wages to assemble parts and the costs of unassembled parts, handling charges, and other expenses associated with the assembly and distribution of product.

 

Service income and expense

Service income and expense represents activities related to repair services provided for the customers by BTL.

 

Foreign Currency Translation

 

The accounts of Dehaier, BDL, BTL and Breathcare are measured using the currency of the primary economic environment in which the entity operates (the “functional currency”). The accompanying consolidated financial statements are presented in US dollars. Foreign currency transactions are translated into US dollars using fixed exchange rates in effect at the time of the transaction. Generally, foreign exchange gains and losses resulting from the settlement of such transactions are recognized in the consolidated statements of income and comprehensive income. The foreign currency accounts of BDL and BTL are translated in accordance with ASC 830-10, “Foreign Currency Matters”. Assets and liabilities are translated at applicable exchange rates quoted by the People’s Bank of China at the balance sheet dates and revenues and expenses are translated at average exchange rates in effect during the periods. Because cash flows are translated based on the average translating rate, amounts related to assets and liabilities reported on the statement of cash flows will not necessary agree with changes in the corresponding balances on the balance sheets. Equity is translated at the historical rate of exchange at the date of capital contribution. Resulting translation adjustments are recorded as other comprehensive income (loss) and accumulated as a separate component of equity

 

F-10
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Warranty Costs

The Company provides for the estimated cost of product warranties at the time revenue is recognized. The Company's warranty obligation is affected by product failure rates and material usage and service delivery costs incurred in correcting product failure. Should actual product failure rates, material usage or service delivery costs differ from the Company's estimates, the Company may revise its estimated product warranty liability. The term of the product warranty is generally twelve months. The reserve for warranty costs was $134,220 and $348,591 at December 31, 2014 and 2013, respectively. Warranty expense for the years ended December 31, 2014, 2013 and 2012 was $ 72,510, $57,962 and $97,937, respectively.

 

Research and Development Costs

Research and development costs relating to the development of new products and processes, including significant improvements and refinements to existing products, are expensed as incurred, Research and development costs were $615,334, $484,770 and $230,854 for the years ended December 31, 2014, 2013 and 2012, respectively.

 

Shipping and Handling Expenses

Shipping and handling expenses of $54,318, $67,051 and $58,078 for the years ended December 31, 2014, 2013 and 2012 were included in the operating expenses in the consolidated statements of income and comprehensive income, respectively.

 

Advertising Costs

Advertising costs are expensed as incurred, Advertising costs were $109,738, $78,608 and $56,656 for the years ended December 31, 2014, 2013 and 2012, respectively.

 

Earnings per Share

The Company follows the provisions of ASC 260-10, “Earnings per Share”. Basic earnings per share is computed by dividing net income attributable to holders of common shares by the weighted average number of common shares outstanding during the years. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common shares were exercised or converted into common shares. Common stock equivalents having an anti-dilutive effect on earnings per share are excluded from the calculation of diluted earnings per share.

 

Value Added Tax

The Company reports revenues net of PRC’s value added tax for all the periods presented in the consolidated statements of income and comprehensive income.

 

Stock-Based Compensation

The Company records stock-based compensation expense at fair value on the grant date and recognizes the expense over the employee’s requisite service period. The Company’s expected volatility assumption is based on the historical volatility of Company’s stock or the expected volatility of similar entities. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant. The expected dividend is based on the Company’s current and expected dividend policy.

 

F-11
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Income Taxes

The Company uses the asset and liability method of accounting for income taxes in accordance with ASC 740-10, “Accounting for Income Taxes.” Under this method, income tax expense is recognized for the amount of: (i) taxes payable or refundable for the current year; and, (ii) deferred tax consequences of temporary differences resulting from matters that have been recognized in an entity’s financial statements or tax returns. 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 provided to reduce the deferred tax assets reported if, based on the weight of available positive and negative evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recorded a deferred tax asset for the temporary differences arising from allowance for doubtful accounts and certain accrued expenses. The Company believes it can utilize the deferred tax asset to offset future taxable income. Therefore, no valuation allowance has been provided as of December 31, 2014, 2013 and 2012.

 

ASC 740-10 prescribes a recognition threshold and measurement attribute for the financial statement recognition of a tax position taken or expected to be taken on a tax return. Under ASC 740-10, a tax benefit from an uncertain tax position taken or expected to be taken may be recognized only if it is “more likely than not” that the position is sustainable upon examination, based on its technical merits. The tax benefit of a qualifying position under ASC 740-10 would equal the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with a taxing authority having full knowledge of all the relevant information. A liability (including interest and penalties, if applicable) is established in the financial statements to the extent a current benefit has been recognized on a tax return for matters that are considered contingent upon the outcome of an uncertain tax position. Related interest and penalties, if any, are included as components of income tax expense and income taxes payable. The Company had filed its 2008 and 2009 Value Added Tax (“VAT”) returns for some of its customers during the years ended December 31, 2012, 2013 and 2014. All the potential VAT liabilities on these VAT returns occurred in current period were also accrued as incurred and included in the accompanying consolidated financial statements.

 

The implementation of ASC 740-10 resulted in no material liability for unrecognized tax benefits. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits as income tax expense in the statements of income and comprehensive income. During the years ended December 31, 2014, 2013 and 2012, the Company did not incur any interest or penalties.

 

The Company recognizes tax benefits that satisfy a greater than 50% probability threshold and provides for the estimated impact of interest and penalties for such tax.

 

Recently Issued Accounting Standards

In April 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. The new guidance also requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective in the first quarter of 2015 for public organizations with calendar year ends. Early adoption is permitted. The Company has adopted this guidance when accounting for the property and equipment to be disposed of related to its manufacturing service segment, as such disposal would not represent a strategic shift in the Company’s operations or a significant impact on the Company’s financial position and results of operations. See note 6 for impairment charges related to the property and equipment to be disposed of.

 

F-12
 

 

  

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

2.SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from contracts with Customers: Topic 606. This Update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The guidance in this Update supersedes the revenue recognition requirements in Topic 605, Revenue Recognition and most industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to illustrate the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The new guidance also includes a cohesive set of disclosure requirements that will provide users of financial statements with comprehensive information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a reporting organization’s contracts with customers. This ASU is effective retrospectively for fiscal years, and interim periods within those years beginning after December 15, 2016 for public companies and 2017 for non-public entities. Management is evaluating the effect, if any, on the Company’s financial position and results of operations.

 

In June, 2014, the FASB issued ASU No. 2014-12, Compensation—Stock Compensation (Topic 718) Accounting for Share-based payments when Terms of an award Provide That a Performance Target Could be Achieved after the Requisite Service Period. The Amendments in ASU 2014-12 requisite service period be treated as performance condition. ASU 2014-12 is effective for interim and annual reporting periods beginning after December 15, 2015, with early adoption permitted. Management is evaluating the effect, if any, on the Company’s financial position and results of operations.

 

In August 2014, FASB issued Accounting Standards Update (ASU) No. 2014-15 Preparation of Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. Under generally accepted accounting principles (GAAP), continuation of a reporting entity as a going concern is presumed as the basis for preparing financial statements unless and until the entity's liquidation becomes imminent. Preparation of financial statements under this presumption is commonly referred to as the going concern basis of accounting. If and when an entity's liquidation becomes imminent, financial statements should be prepared under the liquidation basis of accounting in accordance with Subtopic 205-30, Presentation of Financial Statements-Liquidation Basis of Accounting. Even when an entity's liquidation is not imminent, there may be conditions or events that raise substantial doubt about the entity's ability to continue as a going concern. In those situations, financial statements should continue to be prepared under the going concern basis of accounting, but the amendments in this Update should be followed to determine whether to disclose information about the relevant conditions and events. The amendments in this Accounting Standards Update are effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The Company does not expect the adoption of ASU 2014-15 to have material impact on the Company’s condensed consolidated financial statements, although there may be additional disclosures upon adoption.

 

In November 2014, FASB issued Accounting Standards Update No. 2014-16, Derivatives and Hedging (Topic 815): Determining Whether the Host Contract in a Hybrid Financial Instrument Issued in the Form of a Share Is More Akin to Debt or to Equity (a consensus of the FASB Emerging Issues Task Force). The amendments permit the use of the Fed Funds Effective Swap Rate (also referred to as the Overnight Index Swap Rate, or OIS) as a benchmark interest rate for hedge accounting purposes. Public business entities are required to implement the new requirements in fiscal years (and interim periods within those fiscal years) beginning after December 15, 2015. All other types of entities are required to implement the new requirements in fiscal years beginning after December 15, 2015, and interim periods beginning after December 15, 2016. The Company does not expect the adoption of ASU 2014-16 to have material impact on the Company's consolidated financial statement.

  

In January 2015, FASB issued ASU No. 2015-01, Income Statement—Extraordinary and Unusual Items (Subtopic 225-20): Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items. This Update is issued 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 generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to the users of financial statements. This Update eliminates from GAAP the concept of extraordinary items. The amendments in this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2015. A reporting entity may apply the amendments prospectively. A reporting entity also may apply the amendments retrospectively to all prior periods presented in the financial statements. Early adoption is permitted provided that the guidance is applied from the beginning of the fiscal year of adoption. The effective date is the same for both public business entities and all other entities. The Company does not expect the adoption of ASU 2015-01 to have material impact on the Company’s consolidated financial statements.

 

In February 2015, FASB issued ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis. This Update focuses on the consolidation evaluation for reporting organizations that are required to evaluate consolidation of certain legal entities by reducing the number of consolidation models from four to two and is intended to improve current GAAP. The amendments in the ASU are effective beginning after December 15, 2016. We do not expect the adoption of ASU 2015-02 to have material impact on our consolidated financial statements.

 

In April 2015, FASB issued ASU 2015-03, Interest – Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The amendments in this ASU require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this ASU. The amendments in the ASU are effective beginning after December 15, 2015. We do not expect the adoption of ASU 2015-03 to have material impact on our consolidated financial statements.

 

F-13
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

3.OTHER RECEIVABLES, NET

 

Other receivables consist of the following:

 

   December 31, 
   2014     2013 
   US$      US$ 
Due from suppliers   2,262,482       1,153,700 
Advances to employees   44,064       201,252 
    2,306,546       1,354,952 
Allowance for doubtful accounts   (598,747)      (598,747)
    1,707,799       756,205 

 

4.PREPAYMENT AND OTHER CURRENT ASSETS

 

Prepayment and other current assets consist of the following:

 

   December 31, 
   2014      2013 
   US$      US$ 
Prepayment for inventory purchase   1,380,536      4,867,803 
Other prepaid expenses   1,016,251       730,181 
    2,396,787       5,597,984 

 

5.PROPERTY AND EQUIPMENT, NET

 

Property and equipment consist of the following:

 

   December 31, 
   2014      2013 
   US$      US$ 
Buildings   1,384,609      1,405,723 
Land use rights   316,289       321,112 
Plant and machinery   5,114,148       3,282,641 
Automobiles   193,930       44,987 
Office and computer equipment   447,619       438,843 
    7,456,595       5,493,306 
              
Less: Accumulated depreciation and amortization   (2,782,929)      (2,329,241)
Property and equipment, net   4,673,666       3,164,065 

 

At December 31, 2014 and 2013, BTL’s building was pledged to a bank as collateral for short-term borrowings of RMB15,000,000 (US$ 2,440,500 ) and RMB15,000,000 (US$ 2,477,715), respectively (see Note 8).

 

Depreciation and amortization expense was $488,887, $476,037 and $471,727 for the years ended December 31, 2014, 2013 and 2012, respectively.

 

Land Use Rights

 

There is no private ownership of land in China. Land is owned by the government and the government grants land use rights for specified terms. The value of the Company’s land use rights is reported at the purchase price of RMB1,944,000 in 2002.

 

F-14
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

6.INTANGIBLE ASSETS, NET

 

   December 31,   December 31, 
   2014   2013 
   US$   US$ 
Software Copyright   3,964,412    2,813,123 
Patent and others   3,006,877    33,086 
    6,971,289    2,846,209 
           
Less: Accumulated and amortization   (378,014)   (229,860)
Impairment loss   (395,333)   - 
Intangible assets, net   6,197,942    2,616,349 

 

Amortization expense was $151,673, $143,853 and $80,359 for the years ended December 31, 2014 2013 and 2012, respectively. Impairment loss related to the software copyright was $395,506 for the year ended December 31, 2014. Annual future amortization expense at December 31 as follows:

 

   US$ 
2015   478,999 
2016   478,999 
2017   475,860 
2018   473,618 
2019   473,618 
2020 and thereafter   3,816,848 
    6,197,942 

 

7.TAX RECEIVABLE

 

Tax receivable consists of the following:

 

   December 31,   December 31, 
   2014   2013 
   US$   US$ 
Value added tax recoverable   138,986    372,935 

 

Enterprises or individuals, who sell commodities, engage in repair and maintenance or import and export goods in the PRC are subject to a VAT in accordance with Chinese laws. The standard VAT is 17% of the gross sales price. A credit is available whereby VAT paid on the purchases of unassembled medical components of the Company’s product used in contract and production can be used to offset the VAT due on sales of the product.

 

The tax receivable as of December 31, 2014 and 2013 represents VAT credit on the purchased products. These amounts can be used to offset the VAT due on sales of the finished product.

 

F-15
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

8.SHORT-TERM BORROWINGS

 

The Company has a line of credit for $ 2,440,500 (RMB15,000,000) with a commercial bank in China to finance its working capital. The credit line bears interest at a floating interest rate which will be approximately 7.5% in 2014 and is renewed annually. Average interest rates for the years ended December 31, 2014, 2013 and 2012 were 7.50%, 6.30% and 6.60%, respectively. Pursuant to the terms of the agreement, the line of credit is secured by BTL’s building (see note 5) and guaranteed by BDL and an officer of the Company.

 

On January 20, 2014, the Company repaid the loan in the amount of $1,651,970 (RMB10,000,000) with Industrial and Commercial Bank of China Limited (ICBC) and the loan in the amount of $825,905 (RMB5,000,000) with Nanjing Bank Company Limited (Beijing Branch).

 

On January 28, 2014, the Company entered into a new loan agreement with Nanjing Bank Company Limited (Beijing Branch) in the amount of $1,624,000 (RMB10,000,000) with a floating interest rate which was approximately 7.5% per year, due on January 28, 2015. Pursuant to the terms of the agreement, the loan is guaranteed by an officer of the Company.

 

On March 7, 2014, the Company renewed the loan agreement with Nanjing Bank Company Limited (Beijing Branch) in the amount of $812,000 (RMB5,000,000) with floating interest rate which was approximately 7.5% per year, due on March 7, 2015. Pursuant to the terms of the agreement, the loan is guaranteed by an officer of the Company.

 

Interest expense on short-borrowings amounted to $176,231, $159,483 and $149,488 for the years ended December 31, 2014, 2013 and 2012, respectively.

 

9.ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

Accrued expenses and other payables consist of the following:

 

   December 31, 
   2014   2013 
   US$   US$ 
Accrued salaries and social welfare   110,093    254,447 
Accrued expenses   191,759    191,780 
Other payables, non-trade vendors   186,453    41,511 
Others   21,392    6,836 
    509,697    494,574 

 

10.TAXES PAYABLE

 

Taxes payable consist of the following:

 

   December 31, 
   2014   2013 
   US$   US$ 
Value added tax   34,786    8,380 
Enterprise income tax   114,881    70,776 
Employee withholding taxes   3,759    2,533 
Business tax   -    165 
City construction tax   2,598    636 
    156,024    82,750 

 

11.NON-CONTROLLING INTEREST

 

Non-controlling interest consists of the following:

 

   December 31, 
   2014   2013 
   US$   US$ 
Paid-in capital   713,787    711,618 
Retained Earnings   422,610    762,599 
Accumulated other comprehensive income   316,695    346,056 
    1,453,092    1,820,273 

 

F-16
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

12.COMMITMENTS AND CONTINGENCY

 

Leases

 

The lease commitments are for office premises which are classified as operating leases. These non-cancelable leases have lease terms expiring through December 2015. Approximate future minimum lease payments under these leases at December 31, 2014 are $92,923 for the twelve months ending December 31, 2015.

 

Rent expense for the years ended December 31, 2014, 2013 and 2012 was $ 94,590, $136,784 and $124,373, respectively.

 

Employment Contracts

 

Under the PRC labor law, all employees have signed employment contracts with the Company. Management employees have employment contracts with terms up to three years and non-management employees have a one year employment contract renewable on an annual basis.

 

Contingency

 

The Labor Contract Law of the People’s Republic of China requires employers to assure the liability of the severance payments if employees are terminated and have been working for the employers for at least two years prior to January 1, 2008. The Company has estimated its possible severance payments of approximately $376,870 and $336,341 as of December 31, 2014 and 2013, respectively, which have not been reflected in its consolidated financial statements, because it is more likely than not that this will not be paid or incurred.

 

13.EQUITY

 

Common Shares

 

On March 8, 2011, Dehaier issued 10,000 unregistered common shares to an investment relations firm in connection with the investment advice rendered for the Company. The fair value of the shares on the grant date based on the closing price was $59,300.

 

On November 16, 2011, Dehaier issued 50,000 unregistered common shares to a consulting firm in connection with the financial advisory services rendered for the Company. The fair value of the shares on the grant date based on the closing price was $84,250.

 

During 2012, Dehaier issued 60,000 restricted unregistered common shares to independent consultants in connection with investment counseling and financial advisory services rendered for the Company. The fair value of the shares on the grant date based on the closing price was approximately $109,000.

 

On October 10, 2013, Dehaier issued 94,000 options to employees for the Company’s incentive plan. The fair value of the shares on the grant date based on the closing price was approximately $209,574.

 

On November 14, 2013, Dehaier issued 40,000 restricted common shares to independent consultants in connection with investment counseling and financial advisory services rendered for the Company. The fair value of the shares on the grant date based on the closing price was approximately $145,600.

 

On December 29, 2013, Dehaier issued 8,000 ordinary shares to individuals upon exercises of share-based awards.

 

On January 11, 2014, Dehaier issued 68,000 ordinary shares to individuals upon exercises of share-based awards.

 

On January 15, 2014, Dehaier issued 40,000 restricted common shares to independent consultants in connection with investment counseling and financial advisory services rendered for the Company. The fair value of the shares on the grant date based on the closing price was approximately $145,600.

 

On February 21, 2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors for the sale of 734,700 common shares in a registered offering at the price of $9.12 per common share. The net cash proceeds received from the stock offering, after deducting underwriter commission and other associated fees, were approximately $6.1 million. In addition, the Company issued 220,410 warrants to the institutional investors aggregately. The warrants are exercisable immediately as of the date of issuance at an exercise price of $11.86 per common share and expire forty-two months from the date of issuance. The Company also issued warrants to purchase 73,470 ordinary shares to the placement agent (Placement Agent Warrant”). The Placement Agent Warrants are on substantially the same terms as the warrants issued pursuant to the Purchase Agreement.

 

On April 24, 2014, Dehaier issued 40,000 restricted common shares to independent consultants in connection with investment counseling and financial advisory services rendered for the Company. The fair value of the shares on the grant date based on the closing price was approximately $145,600.

 

On April 8, 2014, Dehaier issued 62,000 ordinary shares to individuals upon exercises of share-based awards.

 

On May 29, 2014, Dehaier issued 4,000 ordinary shares to individuals upon exercises of share-based awards.

 

On August 16, 2014, Dehaier issued 11,975 ordinary shares to individuals for the Company’s incentive plan. The fair value of the shares on the grant date based on the closing price was approximately $72,808.

 

On August 20, 2014, Dehaier issued 131,000 options to employees for the Company’s incentive plan. The fair value of the options on the grant date based on the closing price was approximately $674,570.

 

On October 22, 2014, Dehaier issued 100,000 ordinary shares to employees for the Company’s incentive plan. The fair value of the shares on the grant date based on the closing price was approximately $531,000.

 

On October 22, 2014, Dehaier issued 80,000 ordinary shares to independent consultants in connection with investment counseling and financial advisory services rendered for the Company. The fair value of the shares on the grant date based on the closing price was approximately $352,800.

 

F-17
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

Statutory Surplus Reserves

 

A PRC company is required to make appropriations to statutory 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 is required to be at least 10% of the after tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s’ registered capital. 

 

The statutory surplus reserve fund is non-distributable other than during liquidation and can be used to fund previous years’ losses, if any, and may be utilized for business expansion or converted into share capital by issuing new shares to existing shareholders in proportion to their shareholding or by increasing the par value of shares currently held by them, provided that the remaining statutory surplus reserve balance after such issue is not less than 25% of the registered capital.

 

Since Dehaier is a British Virgin Islands company, it will not be subject to the statutory surplus reserve provisions. BDL is a joint-venture company and the statutory surplus reserve provisions will be determined by its board of directors. As of December 31, 2014, BDL’s board of directors has not yet made such determination. Therefore, no amount was allocated to the statutory surplus reserve account.

 

BTL appropriated 10% of its net profits as statutory surplus reserve, which is included as part of the non-controlling interest in the equity section. For the years ended December 31, 2014, 2013 and 2012, statutory surplus reserve activity was as follows:

 

   December 31, 
   2014   2013   2012 
   US$   US$   US$ 
             
Balance – beginning of year   76,260    75,489    74,469 
Addition to statutory reserves   (33,999)   771    1,020 
Balance –end of year   42,261    76,260    75,489 

 

Stock Option Plan

 

Under the employee stock option plan, the Company’s stock options expire five years from the date of grant. On December 29, 2011, the Company entered into five-year agreements with its employees and directors, pursuant to which, the Company issued an aggregate of 450,000 options at an exercise price of $1.45 per share. The options vest in equal annual installments over the five years of the agreements ending December 31, 2016. On October 7, 2013, pursuant to the Company’s Share Incentive Plan, the Company granted a non-statutory option to acquire 94,000 of the Company’s common shares at an exercise price of $2.30 per share to Chen Ping, the CEO of the Company. The options vest in equal annual installments over the five years of the agreement ending October 7, 2018. On August 20, 2014, pursuant to the Company’s Share Incentive Plan, the Company granted additional option to acquire 131,000 of the Company’s common shares at an exercise price of $5.31 per share to Chen Ping. The options vest in equal annual installments over the five years of the agreement ending August 20, 2019. As of December 31, 2014, 328,200 options have not been vested.

 

The Company valued the stock options using the Black-Scholes model with the following assumptions:

 

             Grant Date
Expected  Expected  Dividend   Risk Free  Fair Value
Terms (years)  Volatility  Yield   Interest Rate  Per share
5  126% - 192%   0%  0.83% - 1.65%  $1.22 - $5.15

 

F-18
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS

 

13.EQUITY (CONTINUED)

 

Stock Option Plan (Continued)

 

The following is a summary of the option activity:

 

       Weighted Average   Aggregate 
Stock options  Shares   Exercise Price   Intrinsic Value 
Outstanding as of December 31, 2012   450,000   $1.45   $400,500 
Granted   94,000           
Forfeited   (94,000)          
Exercised   (8,000)          
Outstanding as of December 31, 2013   442,000   $1.63   $994,160 
Granted   131,000           
Forfeited   (31,000)          
Exercised   (134,000)          
Outstanding as of December 31, 2014   408,000   $2.89   $(63,320)

 

Following is a summary of the status of options outstanding and exercisable at December 31, 2014:

 

Outstanding options   Exercisable options 
Average
Exercise
price
   Number   Average
remaining
contractual
life(years)
   Average
Exercise
price
   Number   Average
remaining
contractual
life(years)
 
$1.45    183,000    2   $1.45    61,000    2 
                            
$2.3    94,000    3.77   $2.3    18,800    3.77 
                            
$5.31    131,000    4.64   $5.31    -    4.64 

 

For the years ended December 31, 2014, 2013 and 2012, the Company recognized $160,613, $94,271 and $110,163, respectively, as compensation expense under its stock option plan.

 

14.WARRANTS

 

On April 21, 2010, the Company issued to Anderson & Strudwick Incorporated (“A&S”) 150,000 warrants, as a portion of the placement commission for the IPO. On the same day, the Company granted a total of 7,500 warrants to Hawk Associates Inc. (“Hawk”), the Company’s investor relations consultancy. On January 10, 2012, the Company issued 100,000 warrants to FirsTrust Group, Inc., (“FirsTrust”), the Company’s financial advisor.

 

In connection with the stock offering in February, 2014, the Company entered into a securities purchase agreement (the “Securities Purchase Agreement”) with certain institutional investors for the sale of 734,700 common shares in a registered offering at the price of $9.12 per common share. In addition, the Company issued 220,410 warrants to the institutional investors aggregately and issued 73,470 warrants to FT Global Capital, Inc. (“FT Global”), as a portion of the placement commission. These warrants will be exercisable immediately as of the date of issuance at an exercise price of $11.86 per common share and expire forty-two months from the date of issuance.

  

There were a total of 551,380 warrants issued and outstanding as of December 31, 2014. All the warrants issued to “A&S” have the right to purchase one share of common stock for an exercise price of $10.00 per share with a term of 5 years. All the warrants granted to Hawk have the right to purchase one share of common stock for an exercise price of $9.60 per share with a term of 5 years. All the warrants granted to FirsTrust have the right to purchase one share of common stock for an exercise price of $4.00 per share with a term of 5 years. All the warrants granted to the certain institutional investors have the right to purchase one share of common stock for an exercise price of $11.86 per share with a term of 3.5 years. All the warrants granted to the FT Global Capital, Inc. have the right to purchase one share of common stock for an exercise price of $11.86 per share with a term of 3.5 years.

 

The fair value of the outstanding warrants at December 31, 2014 was calculated using the Black Scholes Model with the following assumptions:

 

Market price per share (USD/share)  2.73
Exercise price (USD/share)  $4.00 - $11.86
Risk free rate  0.06% - 1.00%
Dividend yield  -
Expected term/Contractual life (years)  0.30 - 2.64
Expected volatility  27.57% - 140.19%

 

F-19
 

 

DEHAIER MEDICAL SYSTEMS LIMITED AND AFFILIATE

 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

 

14. WARRANTS (CONTINUED)

 

The following table sets forth by level within the fair value hierarchy of our financial assets and liabilities that were accounted for at fair value on a recurring basis as of December 31, 2014, 2013 and 2012:

 

   Carrying Value at   Fair Value Measurement at 
   December 31,2014   December 31,2014 
       Level 1   Level 2   Level 3 
Warrants liability  $553,060   $-   $553,060   $- 
                     

 

   Carrying Value at   Fair Value Measurement at 
   December 31,2013   December 31,2013 
       Level 1   Level 2   Level 3 
Warrants liability  $720,857   $-   $720,857   $- 

 

The following is a reconciliation of the beginning and ending balances of warrants liability measured at fair value on a recurring basis using Level 2 inputs:

 

   December 31, 
   2014   2013   2012 
   US$   US$   US$ 
Beginning balance   720,857    374,166    96,469 
Warrants issued   2,698,375    -    97,505 
Fair value change of the issued warrants included in earnings   (2,866,172)   346,691    180,192 
Ending balance   553,060    720,857    374,166 

 

Following is a summary of the warrants activity:

 

      Weighted
Average
   Weighted Average
Remaining
 
   Number   Exercise Price   Contractual Life 
Outstanding as of January 1, 2012   157,500   $9.98    3.31 
Granted   100,000           
Forfeited