UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2018
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _______ to _________
Commission File Number 000-54701
YEW BIO-PHARM GROUP, INC.
(Exact name of registrant as specified in its charter)
| Nevada | 26-1579105 | |
| (State
or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
9460 Telstar Avenue, Suite 6
El Monte, California 91731
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (626) 401-9588
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant 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 ☒ No ☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definition of “large accelerated filer,” accelerated filer” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer ☐ | Accelerated filer ☐ |
| Non-accelerated filer ☐ | Smaller reporting company ☒ Emerging growth company ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 29, 2018 was approximately $7,300,000.
As of May 7, 2019, there were 51,700,000 shares, $0.001 par value per share, of the registrant’s common stock outstanding.
DOCUMENTS INCORPORATED BY REFERENCE: NONE
YEW BIO-PHARM GROUP, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2018
TABLE OF CONTENTS
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FORWARD-LOOKING STATEMENTS
This document contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements of historical fact are “forward-looking statements”, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements of belief; and any statements of assumptions underlying any of the foregoing.
Forward-looking statements may include the words “may,” “could,” “will,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Except for our ongoing obligation to disclose material information as required by the federal securities laws, we do not intend, and undertake no obligation, to update any forward-looking statement.
Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. Some of the key factors impacting these risks and uncertainties include, but are not limited to:
| ● | risks related to our ability to collect amounts owed to us by some of our largest customers; |
| ● | our ability to continue to purchase yew cuttings from our various suppliers at relatively stable prices; |
| ● | our dependence on a small number of customers for our yew raw materials, including a related party; |
| ● | our dependence on a small number of customers for our yew trees for reforestation; |
| ● | our ability to market successfully yew raw materials used in the manufacture of traditional Chinese medicine, or TCM; |
| ● | industry-wide market factors and regulatory and other developments affecting our operations; |
| ● | our ability to sustain revenues should the Chinese economy slow from its current rate of growth; |
| ● | continued preferential tax treatment for the sale of yew trees and potted yew trees; |
| ● | uncertainties about involvement of the Chinese government in business in the PRC generally; |
| ● | any change in the rate of exchange of the Chinese Renminbi, or RMB, to the U.S. dollar, which could affect currency translations of our results of operations, which are earned in RMB but reported in dollars; |
| ● | industry-wide market factors and regulatory and other developments affecting our operations; |
| ● | any impairment of any of our assets; |
| ● | a slowdown in the Chinese economy; and |
| ● | risks related to changes in accounting interpretations. |
For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see the section entitled “Risk Factors”, beginning on page 13 below.
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The discussion of our business is as of the date of filing this report, unless otherwise indicated.
| ITEM 1 | BUSINESS |
Introduction
Unless otherwise noted, references in this registration statement to the “Company,” “we,” “our” or “us” means Yew Bio-Pharm Group, Inc. (individually, “YBP”), a Nevada corporation; its wholly-owned subsidiaries, Yew Bio-Pharm Holdings Limited (individually, “Yew HK”), a corporation organized under the laws of Hong Kong, and Heilongjiang Jinshangjing Bio-Technology Development Co., Limited (individually, “JSJ”), a corporation organized in the People’s Republic of China, (“China” or the “PRC”); and a deemed variable interest entity, or VIE, Harbin Yew Science and Technology Development Co., Ltd. (individually, “HDS”), a corporation organized in the PRC, Harbin Yew Food Co. Ltd. (individually, “HYF”), the subsidiary of HDS, a corporation organized in the PRC, and MC Commerce Holding Inc. (individually, “MC”), a California corporation.
We are a major grower and seller of yew trees and manufacturer of products made from yew trees in China. We also sell raw material, including the branches and leaves of yew trees, used in the manufacture of TCM. The yew raw material contains taxol, and TCM containing yew raw material has been approved in the PRC for use as a secondary treatment of certain cancers, meaning it must be administered in combination with other pharmaceutical drugs. The yew industry is regulated in the PRC because the yew tree is considered an endangered species.
We believe that our business is built upon five unique components:
| ● | We have entered into several land use agreements with various parties, which provide the potential for us to grow a large number of yew trees on large areas of land over the next few decades, although we cannot currently estimate the number of trees we will grow or the total amount of land we will put into production over such period. |
| ● | We employ proprietary, patented accelerated growth technology, the Asexual Reproduction Method, to bring yew trees to commercialization decades faster than growing yew trees naturally. |
| ● | Because of our more productive and faster rate of yew cultivation, we have a sufficient supply of raw material to allow us to use the branches and leaves, rather than the bark, of yew trees, to sell to customers for the purpose of making TCM. The yew industry is highly regulated in the PRC because the yew tree is considered an endangered species. By harvesting only branches and leaves of yew trees we respond to both environmental sensitivities and regulations, because cutting the bark of the yew trees will damage the trees and stop it from growing new branches. |
| ● | We have permits from the Heilongjiang provincial government to sell our yew trees and manufacture handicrafts using yew timber. We believe that we are one of only a handful of companies in the PRC with permissions to manufacture handicrafts using yew timber. |
| ● | The TCM raw materials and yew tree segments of our business are tax-free in the PRC. |
Using patented accelerated growth technology developed by our founder and President, Zhiguo Wang, based on principles of asexual propagation and cloning, we can bring yew trees to maturity and commercialize them in as little as two-to-three years, compared to more than 50 years needed for naturally grown yew trees. Additionally, we have permits from the Heilongjiang provincial government to sell our yew trees and products made from yew trees. We believe that we are one of only a few companies in the PRC with such permission.
We operate in four business segments: TCM raw materials, yew trees, handicrafts and others. We sell TCM raw materials in the form of yew tree branches and leaves to our customers, primarily an affiliate, to manufacture TCM containing taxol. We began the TCM raw materials segment in 2010.
In December 2009, another company owned directly and indirectly primarily by Mr. Wang, Heilongjiang Yew Pharmaceutical Co., Ltd., or Yew Pharmaceutical, received approval from the Heilongjiang Food and Drug Agency, or HFDA, to sell Zi Shan , a TCM to be sold under both prescription and over-the-counter drug categories. Zi Shan contains taxol, and the TCM is approved in the PRC as a secondary treatment of cancer, meaning it must be administered in combination with other pharmaceutical drugs. In February 2010, we began selling to Yew Pharmaceutical branches and leaves of yew trees, which is more environmentally responsible than using the bark of yew trees, to extract taxol.
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We also derive revenue from the sale of yew seedlings and trees to state-owned enterprises and private businesses for reforestation in Heilongjiang Province and Jilin Province, in the northeastern China, as well as the sale of potted yew trees to retail customers. We also generate revenue from the sale of handicrafts, including furniture, made from yew timber. Additionally, we started to sell yew candles in the third quarter of 2015, and pine needle extracts in the fourth quarter of 2015. Most of our revenue is derived from the Chinese domestic market for the year ended December 31, 2018.
For the year ended December 31, 2018, revenues from the sale of TCM raw materials represented approximately 62.48% of consolidated revenue (all of consolidated revenues from a related party); sale of yew trees represented approximately 0.08% of consolidated revenue; sale of handicrafts represented approximately 0.05% of consolidated revenue; and the sale of the others, which include yew candles, yew essential oil soap and pine needle extracts, represented approximately 37.39% of consolidated revenue. For the year ended December 31, 2017, revenues from the sale of TCM raw materials represented approximately 49.78% of consolidated revenue (all of consolidated revenues from a related party); sale of yew trees represented approximately 0.02% of consolidated revenue; and the sale of handicrafts represented approximately 0.12% of consolidated revenue; and the sale of the others, which include yew candles and pine needle extracts, represented approximately 50.07%.
Under Article 27 of the Law of the PRC on Enterprises Income Tax and Article 15 of the provisional regulations of the PRC on Value Added Tax, we do not pay any tax, including income tax and value-added tax, or VAT, in our TCM raw materials and yew tree segments. Our current VAT exemption certificate was issued on December 8, 2016 and effective on the same day. Annual renewal is not required for the Company to continuously enjoy the VAT exemption, and our current income tax exemption certificate is valid from January 1, 2010 through December 31, 2058. We pay taxes on handicrafts made from yew timber, wood ear mushroom, yew candle, yew essential oil soap and pine needle extracts.
Zhiguo Wang, the founder of the Company and our President, does not devote all of his time to the Company’s business. We estimate that Mr. Wang devotes approximately 71% of his time, or approximately 120 hours per month, to the Company’s business.
The executive offices of HDS, our operating entity, are located in Harbin City, the capital of Heilongjiang Province in the PRC. Our four nurseries used to cultivate yew trees, and our production facilities to manufacture products made from yew trees, are in and around Harbin. We also have a facility in Harbin where we exhibit and warehouse potted yew trees, handicrafts and furniture.
YBP was incorporated in Nevada on November 5, 2007. YBP’s current executive office is located at 9460 Telstar Avenue Suite 6, El Monte, CA 91731, and our telephone number is (626) 401-9588. Our website is www.yewbiopharm.com. No part of our website is incorporated into this registration statement or any other report we file with the Securities and Exchange Commission.
Industry Overview
Since 1996, we have grown Japanese yew trees (also referred to in China as Northeast yew trees), taxus cuspidate , on mountain hillsides near Harbin and cultivate them in four nurseries we operate near Harbin. We have successfully cultivated more than eight million yew nursery seedlings in four nurseries. These nurseries occupy approximately 19,759 Mu (approximately 2,957 acres) of forested land. We currently have the capacity to grow up to two million yew nursery seedlings annually. We also have contractual rights to use an additional 1,000,000 Mu (approximately 166,667 acre) site in Wuchang, which land we currently do not utilize, for future expansion of our yew tree growing operations.
Northeast yew trees grow well in the climate of Northeast China. Using our patented Asexual Reproduction Method, developed by our founder and President, Zhiguo Wang, based on principles of asexual propagation and cloning, we can bring yew trees to maturity and commercialize them in as little as two-to-three years, compared to more than 50 years of maturity period for naturally grown yew trees. We believe that utilizing the Asexual Reproduction Method addresses an imbalance between supply and demand for yew trees, both for reforestation and use in the production of cancer-fighting TCM.
The Northeast yew is a small- to medium-sized evergreen tree, typically growing from between 35 and 65 feet tall, with a trunk up to 6-1/2 feet in diameter. The bark is thin and scaly brown. The leaves are lanceolate, flat and dark green, typically between 1/2 and 1-1/2 inches long and about 0.1 inches broad, arranged in a spiral pattern on the stem. The Northeast yew tree is relatively slow growing compared to other species of yew trees, but can be very long-lived. It is estimated that a Northeast yew tree can live up to 2,000 years. The growing cycle of a Northeast yew tree is extremely long and regeneration is difficult.
Yew trees are scarce and, traditionally, it takes a long time to bring them to commercialization. It can take more than 50 years for a yew tree to mature naturally for pharmaceutical use. Our Asexual Reproduction Method shortens this period significantly. We begin with cuttings from natural yew trees, which we transplant at our nurseries. By using our Asexual Reproduction Method, the success rate of maturation is enhanced and in approximately two-to-three years the yew tree is able to be used for commercialization. We use some trees in their entirety and parts of other yew trees that we need and take the rest of the tree itself back to the forest to finish full growth to maturity in 10-15 years, creating a new generation of mature yew trees.
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Because the Northeast yew trees are categorized as an endangered species and are protected in the PRC as a Level 2 preserved tree, the operation of the yew industry in the PRC is strictly regulated by the PRC Forest Law and its Implementing Regulations, Rules on Permit for Felling of Forest Trees, Regulations on Wild Plants Protection and other PRC laws and regulations. The available sources for yew trees for commercialization are scarce and costs of production are relatively high.
In accordance with the Notification about Key Points of Forestry Policies from National Forestry Bureau Registered (2007) No.173, or the Notification, issued on August 10, 2007 jointly by the National Forestry Bureau, the National Development and Reform Commission, the Finance Ministry, the Commerce Department, the State Administration of Taxation, the China Banking Regulatory Commission, and China Security Regulatory Commission, the Chinese government encourages the development of technologies promoting the cultivation of rare trees and plant-based pharmaceuticals; encourages the cultivation of fast growing timber species, especially rare and large diameter timber; and accelerates the reorganization and integration of existing wood-based panels, furniture, wood products manufacturing enterprises. The Notification also provides that the forestry industry shall enjoy state preferential taxation policies. According to the provisions of the relevant tax laws and regulations on enterprises engaged in agriculture and forestry projects, the enterprise income tax can be reduced or eliminated.
The Ministry of Science and Technology of the PRC implemented the Spark Program, or the Spark Program, in 1986. The major task of the Spark Program is to rejuvenate the rural economy by relying on science and technology and popularizing advanced and applicable scientific and technological findings in the rural areas. To encourage the Spark Program, the Chinese government set up the National Spark Prize in 1987, including Spark Science and Technology Prize, Spark Talent Training Prize, Spark Management Prize, Spark Outstanding Youth Prize and Spark Demonstrating Enterprise Prize. In 2001 the project of cultivation of yew trees has been recognized by the Ministry of Science and Technology of PRC as the Spark Program.
We have entered into several land use agreements with various parties, which provide the potential for us to grow a large number of yew trees on approximately 1,017,713.5 mu (approximately 169,619 acres) over the next few decades, although we cannot currently estimate the total number of trees we will grow or the total amount of land we will put into production over such period. Among these land use agreements, on March 21, 2004, we entered into a Joint-Stock Construct Rare Plant Northeast Yew Contract, or the Joint Venture Agreement, with the Heilongjiang Province Wuchang City Forestry Bureau, or the Wuchang Forestry Bureau, pursuant to which the Wuchang Forestry Bureau has given us access to 1,000,000 mu (approximately 166,667 acres) of forest land located in Wuchang City to develop yew tree forests and produce yew seedlings. Pursuant to the Joint Venture Agreement, we have permission to plant yew trees on this land from 2004 through 2034. Under the Joint Venture Agreement, any profits from the planting of yew trees and other agriculture shall be distributed 80% to the Company and 20% to the Wuchang Forestry Bureau. We have not yet cultivated this land or generated any revenue under the Joint Venture Agreement. Because of the profit-sharing feature of this agreement, we presently intend to focus on cultivating yew trees on other land subject to existing and possibly future land use agreements as our priority for at least the next few years.
Our business is sustainable and environmentally responsible. We accelerate the growth of yew trees utilizing our Asexual Reproduction Method, more than replenishing the number of yew trees we cultivate and put into production. We harvest yew trees twice a year. We do not use the bark of yew trees in production, which would kill the yew tree; instead, we use the branches and leaves of the yew tree.
Traditional Chinese Medicine
There is a long-established, scientifically recognized relationship between the Pacific yew, taxus brevifolia , and similar species of yew (including the Northeast yew), and certain cancer drugs, most notably paclitaxel, also known as taxol. Paclitaxel is a broad-spectrum mitotic inhibitor used in cancer chemotherapy. It was discovered in a U.S. National Cancer Institute program at the Research Triangle Institute in 1967 when Monroe E. Wall and Mansukh C. Wani isolated it from the bark of the Pacific yew tree and named it taxol. Taxol is found in the root, stem, leaf, seed and bark of the taxus family of trees, including the Pacific and Northeast yews. It was developed commercially by Bristol-Myers Squibb under the brand name Taxol®. The PRC State Food and Drug Administration, or the SFDA, approved a new drug certification for taxol in 1995.
The improvement on the extraction and isolation technology of the biological properties of taxol made it a breakthrough in the treatment of cancer in the 1990s, providing a non-intrusive alternative to the more radical techniques of radiotherapy and surgery. Taxol is used to treat patients with lung, ovarian, breast, head and neck cancer, and advanced forms of Kaposi’s sarcoma.
Taxol, derived from certain species of yew tree including the Northeast yew tree, is a taxane drug and mitotic inhibitor that is used to treat cancer. All cells grow by a process called mitosis (cell division). Taxol targets rapidly growing cancer cells, sticks to them while they are trying to divide and prevents them from completing the division process. Since the cancer cells cannot divide into new cells, they cannot grow and the cancer cannot metastasize. Taxol may suppress tumor growth through regulating microtubule stabilization, inducing apoptosis and adjusting immunologic mechanism. Taxol can promote the polymerization of microtubule and inhibit their degradation, through which taxol can block cell division in the G2/M stage and induce apoptosis of tumor cells.
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Taxol is a clear, colorless fluid that is given intravenously as a chemotherapy injection or as an infusion pumped from a dose bag. Taxol can be administered as high-dose chemotherapy, once every two or three weeks, or in low doses on a weekly basis. In the treatment of certain soft tissue cancers, such as breast cancer, taxol is given for early stage and metastatic breast cancer after combination anthracycline and cytoxan therapy and is also given as neoadjuvant treatment to shrink a tumor before surgery. Taxol can also be used together with a drug called Cisplatin to treat advanced ovarian cancer and non-small cell lung cancer, or NSCLC. The U.S. Food and Drug Administration has approved taxol as the primary and secondary treatment for NSCLC. There are other generally accepted protocols for the use of taxol as a cancer drug alone or in combination with other drugs depending upon the diagnosis, staging and type of cancer, as well as a patient’s medical history, tolerances and allergies, among other relevant factors.
The Chinese Herbal Medicine Standard (manual) of Heilogjiang Province (2011 version), edited by the HFDA, states that the Northeast yew has a secondary effect on treating cancer, meaning that while it has an impact on treating cancer, yew tree extract by itself (as distinguished from processed taxol) cannot be used as a stand-alone treatment of cancer. While the TCM raw material we sell contains taxol naturally, the companies to whom we sell such raw materials do not extract taxol from our TCM raw materials to produce pharmaceutical taxol.
Certain species of yew trees are the only natural source of taxol. Initially, taxol was extracted from the bark of the yew tree, but harvesting the bark usually kills the tree. Moreover, taxol is extracted from the bark of yew trees in extremely small amounts, often requiring the destruction of several yew trees to extract enough taxol to treat a single patient. Accordingly, taxol extracted from the yew is both very expensive and environmentally harmful. Because of environmental concerns about the adverse impact on forests in the Pacific Northwest in the United States, by the 1990s taxol ceased being derived from the bark of the Pacific yew. Alternative ways to develop taxol from renewable resources is ongoing. These include taxol-producing fungi from the yew tree and using other parts of the yew tree that may contain taxol.
We believe using yew trees that have been grown using our Asexual Reproduction Method significantly shortens the maturity cycle of naturally-grown yew trees and allows earlier commercialization of yew trees as a source of taxol. We further believe that using the branches and leaves of yew trees in large quantities, as we do, provides the key to solving the need for additional sources of taxol while not further endangering the PRC’s natural supply of yew trees, which themselves were over-forested in previous decades since the discovery of taxol.
The founder and President of our company, Zhiguo Wang, with the support of the Ministry of Forest and Science, and the Technology Department of Heilongjiang Province, successfully completed a project from 1984 to 1995 for asexual reproduction of the Northeast yew, and developed the first artificial cloned yew forest in the world. Tests conducted by the Ministry of Education’s Key Laboratory of Forest Plant Ecology in Northeast Forestry University have shown that the growing cycle of a cloned yew is significantly shorter than that of a natural yew and the concentration is taxol is higher. In 1995, this project received the Second Scientific and Technological Progress Award of Heilongjiang Province.
In December 2009, Yew Pharmaceutical received authorization from HFDA approving the sale of a yew-based TCM as a secondary treatment of cancer and certain other disorders, including uric disorders, certain liver diseases and menstrual discomfort. This TCM, sold under the brand name Zi Shan , has been approved to be sold under both prescription and over-the-counter drug categories. We also believe that Zi Shan may provide general beneficial effects on overall health. According to the Quintessence of Materia Medica, published in August 2006 by the Chinese Academy of Medical Sciences - Institute of Medicinal Plants, the Northeast yew plays a role as a diuretic, detumescence and in restoring menstrual flow. The approval from HFDA allows Yew Pharmaceutical to sell Zi Shan throughout the PRC.
In November 2010, Yew Pharmaceutical applied to the SFDA to approve an upgrade of Zi Shan from provincial to national standard, which we believe will enhance its general market acceptance and therefore could create additional demand for the raw materials we sell to Yew Pharmaceutical. As of the date of this report, the application is pending.
We entered into Cooperation and Development Agreement dated January 9, 2010, or the Development Agreement, with Yew Pharmaceutical, a related party, for the development, production and sale of yew-based TCM. Under the Development Agreement, we sell yew branches and leaves to Yew Pharmaceutical. Yew Pharmaceutical manufactures TCM at its own facilities in Harbin in accordance with the requirements of HFDA. Yew Pharmaceutical is also responsible for producing the finished product in accordance with good manufacturing practice, or GMP, requirements (in this regard, it received a GMP certificate in November 2009), and filing all applications with and obtaining all approvals from the HFDA.
Yew Pharmaceutical is the primary purchaser of the raw materials we sell in our TCM raw materials business. Pursuant to the Development Agreement, Yew Pharmaceutical pays us RMB1,000,000 per ton of raw material, whereas the current market price for such raw material is approximately RMB 1,100,000 per ton. The term of the Development Agreement is ten years, terminating on January 9, 2020. We began selling raw material in the form of branches and leaves of yew trees to Yew Pharmaceutical commencing in February 2010.
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Yew Pharmaceutical is owned 95% by Heilongjiang Hongdoushan Ecology Forest Co., Ltd, a Chinese company, or HEFS, which itself is owned 63% by our founder, President and one of our directors, Zhiguo Wang, and 34% by his wife, Guifang Qi, who is also one of our directors. The remaining 5% is owned directly by Madame Qi. See Item 13, “Certain Relationships and Related Transactions, and Director Independence”.
Since June 2010, other pharmaceutical companies have been purchasing yew raw materials from us to manufacture and sell TCM similar to Zi Shan in other provinces.
Yew Trees
We have developed a detailed process of yew tree breeding. We start growing yew trees from seedlings that we purchase from various third parties, including certain affiliates. These seedlings come from naturally-grown mature yew trees. Because yew trees are protected, yew seedlings are scarce. Prices have been rising for yew seedlings by approximately 20% per year in recent years and we expect that to continue for at least the next few years. Our largest supplier of yew seedlings is a company that is directly and indirectly owned primarily by Mr. Wang and Madame Qi. See “Suppliers” below and Item 13, “Certain Relationships and Related Transactions, and Director Independence”.
We cultivate the yew seedlings at our nurseries for at least three to four years. Most of the land we lease from various parties for the growth of yew trees is location in and around Harbin. We have entered into several land use agreements with various parties, which provide the potential for us to grow a large number of yew trees on large areas of land over the next few decades, although we cannot currently estimate the number of trees we will grow or the total amount of land we will put into production over such period. Among these land use agreements, pursuant to the Joint Venture Agreement, we have been granted permission to grow yew trees on up to 1,000,000 mu (approximately 166,667 acres) and to share profits 80% to the Company and 20% to the Wuchang Forestry Bureau. In addition, we have been provided two areas to use as nurseries for the cultivation of yew seedlings in the aggregate amount of 1,400 mu (approximately 233 acres). See Item 2, “Properties”.
When the yew trees are mature enough for transplanting, we prepare survey and design specifications for an afforestation plan. Once this has been prepared and approved, we clean and divide the reproducing area, clearing brushwood and weeds, and mark off breeding areas of between five and eight meters in width and less than one meter in length. We typically plant stock in the spring, when the defrosted soil is a depth of at least 15 centimeters.
The cut materials are then dried for a period of 18-20 hours at a temperature of between 55°C and 60°C, with the temperature monitored every three hours. After the drying process, the moisture content of the plant material should not exceed 8.0%. We then use a crusher to grind the plant material into a powder. The powder is mixed before being put into sealed plastic bags. The sealed plastic bags are put into outer shipping material and the package undergoes a final inspection before being ready for shipment.
By using our patented Asexual Reproduction Method, developed by our founder and President, Zhiguo Wang, we are able to accelerate the commercial viability of a yew tree, so that it is able to be used for commercialization starting in approximately three years, compared to more than 50 years for naturally grown yew trees. For example, the branches and leaves from an accelerated growth yew tree can be used in the production of TCM in three to five years, and a cutting from an accelerated growth yew tree will develop into a small yew tree that can be sold as a potted tree starting in approximately three years. We are authorized sell cuttings of cloned yew trees without a government permit.
We sell yew trees primarily to state-owned enterprises and private businesses for reforestation in Heilongjiang Province and Jilin Province, in Northeast China. Historically, we have sold the majority of our yew trees to a small number of larger customers. However, even though we have a number of long-term customers, we do not enter into long-term agreements for the sale of our yew trees. Because our profit margin is smaller for larger customers due to volume price discounts, we are making efforts to increase sales to smaller customers. Our business relating to the sale of yew trees is seasonal. March to May, November and December are our strongest months.
After a period of three-to-seven years under cultivation, we also transplant some yew trees into decorative ceramic pots and sell these to retail customers for display in homes and offices. The Chinese people believe that in addition to its aesthetic qualities, yew trees help cleanse the air and reduce pollution. Accordingly, yew trees are purchased by individuals for personal use in their home or office and are often given as gifts. Yew trees can be found at landmarks around the world, including the White House and Lincoln Memorial.
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We purchase high quality ceramic pots from third parties into which the yew trees are transplanted. We believe that there is a readily available supply of high-quality ceramic pots at relatively low and stable prices.
Because of the limited supply of yew trees and restrictions on the commercial use of yew trees, combined with the high quality of the ceramic pots we purchase from third-party sources, primarily in South China, used for the transplanted trees, the potted yew trees that we sell are highly prized and we charge premium retail prices by Chinese standards. Retail prices of potted yew trees vary based on the age, shape and other desirable qualities of the tree, and range from approximately RMB 280 to approximately RMB 3,080.
Handicrafts
Yew wood is of medium strength, making it possible to fashion products from the yew tree without undue effort or expense requiring special equipment. To create our current inventory of award-winning handicrafts, including furniture, historically we employed between 15 and 20 artisans from throughout the PRC, principally from Fujian Province and Jiangxi Province in southern China, annually from summer through late fall, to manufacture handicrafts made from yew timber at our production facility near Harbin. Since we currently have an adequate inventory of handicrafts, we now manufacture additional handicrafts only when orders are placed.
We begin the process of manufacturing handicrafts by selecting yew timber with greater variation in molding, which is indicative of a more attractive grain to the wood. The selected timber is then placed in a drying chamber and steam is injected to accelerate water evaporation until moisture content is only 3%. Depending upon the size and thickness of the timber, this process can take as long as one week.
The process of designing the item to be created begins with rough basing, based on geometrical form to summarize the overall artistic idea. During the entire process of carving the timber it is important to minimize knife scarring. Our crafted pieces typically go through a dying process; this not only can address certain small imperfections in the wood but is also done to aesthetically enhance the finished piece. After waiting at least twelve hours following dyeing, the carved item is then polished with sandpapers of different roughness and finally finishing cloths.
All of our products are hand-made, using yew tree timber of different maturities. Much of the furniture that we produce is reproductions of popular Ming and Qing Dynasty styles. We have acquired an inventory of yew timber from various parties over a number of years and have an adequate supply on hand for approximately five more years’ worth of production. Because of the scarcity of yew timber needed to produce handicrafts, it is very expensive to acquire new inventory of yew timber and supplies are extremely limited, if available at all. Accordingly, we plan to reduce and eventually eliminate our handicraft segment over the next several years.
Pursuant to the Department of Forestry of Heilongjiang Province (2003) Document No.188, issued by Department of Forestry of Heilongjiang Province on October 25, 2003, we have been granted rights to develop comprehensively and use Northeast yew resources. We believe that we are one of only a few companies in the PRC to have received approval for the manufacture of items made from yew timber.
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Others
The others segment mainly includes the sales of yew candles, yew essential oil soap, complex taxus cuspidate extract, composite northeast yew extract and pine needle extracts. We started to sell yew candle products in the third quarter of 2015, pine needle extracts in the fourth quarter of 2015, yew essential oil soap in the fourth quarter of 2016, complex taxus cuspidate extract and composite northeast yew extract in the third quarter of 2017. The others segment generated $14,058,012 in revenues in 2018.
Suppliers
We obtain yew forest assets and yew seedlings from several sources. Prior to January 1, 2011, our largest supplier was Zishan Technology Co., Ltd., or ZTC, a related party. We believe that we pay market rate for the seedlings and cuttings we purchase from our suppliers. ZTC is an entity under common control with the Company. See Item 13, “Certain Relationships and Related Transactions, and Director Independence”.
None of the agreements we have with our suppliers are long-term contracts, meaning they can be canceled at any time. We believe that the supply of yew seedlings is readily available and if we lost one of our suppliers, we could readily find a replacement.
Sales and Marketing
We sell most of our products in the Chinese domestic market. The sale of yew trees for reforestation in Heilongjiang Province and Jilin Province is to both state-owned enterprises and private businesses.
We sold our products to a relatively small number of customers. For the year ended December 31, 2018, the following customers accounted for 10% or more of our consolidated revenue:
| ● | Yew Pharmaceutical accounted for approximately 58% of our consolidated revenue |
| ● | DMSU, accounted for approximately 18% of our consolidated revenue |
For the year ended December 31, 2017, the following customers accounted for 10% or more of our consolidated revenue:
| ● | Yew Pharmaceutical accounted for approximately 50% of our consolidated revenue |
| ● | Dafurong Biotechnology (HK) Ltd., accounted for approximately 43% of our consolidated revenue |
Yew Pharmaceutical is the manufacturer of Zi Shan and other pharmaceutical products, and is owned, directly and indirectly, primarily by Zhiguo Wang and Guifang Qi.
The sale of furniture and handicrafts from our cultivated yew trees, as well as the sale of potted yew trees for display in homes and offices, is to the Chinese domestic market. We exhibit and warehouse potted yew trees, handicrafts and furniture at a facility located in Harbin.
Retail prices for potted yew trees are high by Chinese standards, but have remained stable. We provide the potted yew trees that we sell, from our nurseries. The supply of ceramic pots that we purchase from third-party suppliers that we use to transplant cultivated yew trees is good and prices are stable.
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Intellectual Property
We believe that we are able to cultivate and grow yew trees successfully and faster by using our patented Asexual Reproduction Method, based on principles of asexual propagation and cloning, developed by our founder and President, Zhiguo Wang. Our patented Asexual Reproduction Method functions through cell replication with identical genes, sometimes referred to as cloning, of Northeast Yew with only a single parent present.
Mr. Wang first studied yew cloning techniques in 1982, for the purpose of addressing the long reproduction time, low reproduction rates and weak survival rates for yew trees in general. With the support of the Ministry of Forest and Science, and the Technology Department of Heilongjiang Province, Mr. Wang successfully completed a project from 1984 to 1995 for asexual cultivation and cloning technology of the yew, and developed the first artificial cloned yew forest in the world. Tests conducted by the Ministry of Education’s Key Laboratory of Forest Plant Ecology in Northeast Forestry University have shown that the growing cycle of a cultivated yew is significantly shorter than that of a natural yew and the concentration is taxol is higher.
We have been issued two patents related to our advanced growth technology:
| ● | “Yew Tree Plant Extracts, Methods for Extracting the Plant Extracts and Application”, or the Yew Extract Method, was granted by the State Intellectual Property Office, or SIPO, to HDS on August 16, 2011. This patent had previously been held by Heilongjiang Yew Pharmaceutical Co., Ltd. This patent is valid for 20 years, from June 23, 2004 through June 22, 2024. |
| ● | “Northeast Yew Asexual Reproduction Method”, or the Asexual Reproduction Method, was granted by SIPO to HDS on September 21, 2011. This patent is valid for 20 years, from September 30, 2010 through September 29, 2030. |
We believe that our patented Asexual Reproduction Method has three unique advantages:
| ● | The Asexual Reproduction Method addresses the low rooting rate problem and accelerates the seedling rate and the maturity period for Northeast yew. It increases the rooting rate to over 80% and the seedling rate to over 85% for Northeast yew. It can bring the Northeast yew to maturity and ready for commercialization for medical use in as little as two-to-three years, compared to more than 50 years for naturally growing yew trees. |
| ● | Large colonies can form to out-compete other organisms for nutrients. The active ingredients in the offspring were relatively stable with little difference. |
| ● | There is high chance of survival of the offspring with little variation. |
We do not currently own any trade names, trademarks or service marks the loss of which would be materially adverse to our business.
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Competition
We believe that we face little competition within the PRC for the growth and cultivation of yew trees because of the amount of space needed for proper cultivation of yew trees, the long period to maturity of the yew tree, the difficulties of propagation, the scarcity of yews and the regulation of the yew industry in the PRC. Because of the need for governmental approval to grow, cultivate and commercialize yew trees, we believe that there are high barriers to entry to our industry.
Most of our competitors are smaller companies that do not have cloning technology and therefore have to engage in substantially longer growing cycles to commercialize yew trees. Our main competitors in the growth of yew trees and cultivation of yew cuttings include Zhejiang Changshan Mandiya Yew Science and Technology Limited Company, located in Zhejiang, China; and Luo Yang Madia Yew Science and Technology Development Limited Company, or Luo Yang, located in Henan, China. For example, Luo Yang has only approximately 300 mu (approximately 50 acres) of yew seedlings under cultivation.
There is significant competition for the sale of furniture, handicrafts and potted trees in the PRC. This is a highly-fragmented industry in the PRC with innumerable competitors and little, if any, concentration of market share locally, regionally or nationally. Many of our competitors are probably larger than we are and can devote more resources than we can to the manufacture, distribution and sale of furniture, handicrafts and potted trees. Additionally, many of our competitors sell furniture and handicrafts, not made of yew trees, at prices considerably lower than the premium prices at which we sell our products. However, we believe that there is relatively little competition within the Chinese domestic market for our premium-priced yew products, primarily because of the scarcity of yew trees and the regulation of the yew industry in the PRC. We believe that we are the only business in the PRC that has been given permission to produce furniture and handicrafts from yew timber.
While we do not manufacture TCM or any taxol-based product ourselves, we could be seen as indirectly competing with companies that do manufacture taxol-based medicine. We face potential competition from many providers of TCM for many ailments. With respect to TCM specifically for use as a secondary treatment for cancer, we may be seen to compete with companies such as Fujian Leephick Pharmaceutical Limited Company, or Fujian Leephick, located in Wuping, China, and Qi Ao Chinese Medicine Tablet Co., Ltd., or Qi Ao, located in Anguo City, Hebei Province, China. Fujian Leephick is a fairly new company that we believe is only in an early stage of its research and development. Qi Ao can be differentiated from our company in that Qi Ao does not cultivate yew trees and requires third party supply of raw materials to produce TCM, whereas we produce the raw materials and sell them to our affiliate under the Development Agreement for the production of TCM, thereby providing a reliable supply of raw materials combined with the financial assurance of being paid up-front rather than being paid depending upon the timing and amount of sales to purchasers of the TCM.
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Plant and Equipment
The machinery and other equipment that we use in making our products are manufactured, for the most part, in the PRC. We conduct our own maintenance of our machinery and equipment. Replacement parts are relatively easy to obtain without delays as and when required and are not subject to significant price fluctuations.
Government Regulations
Certain parts of our business are regulated under national, provincial and local laws in the PRC. The following information summarizes certain major regulations that apply to us.
Regulations at the national, provincial and local levels in the PRC are subject to change. To date, compliance with governmental regulations has not had a material impact on our earnings or competitive position, but, because of the evolving nature of such regulations, we are unable to predict the impact such regulation may have in the foreseeable future.
The growing and cultivation of yew trees and manufacturing products from yew trees, is regulated by Forest Law and its Implementing Regulations, Rules on Permit for Felling of Forest Trees, Regulations on Wild Plants Protection and other PRC laws and regulations. HDS received approval issued by the Department of Forestry of Heilongjiang Province (Document No. 188) on October 25, 2003, allowing it to sell yew trees and manufacture handicrafts using yew timber. There is no cost to the Company to maintain this approval. This approval has no expiration date.
As a foreign-invested enterprise, JSJ is subject to the Foreign-Invested Enterprise Law (1986), as amended, and the Regulations of Implementation of the Foreign Investment Enterprise Law (1990), as amended, both of which provide for incorporation, corporate governance, operation, business and other aspects of a foreign-invested enterprise.
PRC resident shareholders of the Company are required to complete foreign exchange registration with the State Administration on Foreign Exchange, or SAFE. In October 2005, SAFE issued the Notice on Issues Relating to the Administration of Foreign Exchange in Fund-raising and Return Investment Activities of Domestic Residents Conducted via Offshore Special Purpose Companies, or SAFE Circular 75, which became effective as of November 1, 2005, and was further supplemented by two implementation notices issued by the SAFE on November 24, 2005, May 29, 2007 and July1, 2011, respectively. SAFE Circular 75 states that PRC residents, whether natural or legal persons, must register with the relevant local SAFE branch prior to establishing or taking control of an offshore entity established for the purpose of overseas equity financing involving onshore assets or equity interests held by them.
In 2006, six PRC regulatory agencies jointly adopted Regulations on Mergers and Acquisitions of Domestic Enterprises by Foreign Investors, or the M&A Rule. The M&A Rule requires that, if an overseas company established or controlled by PRC domestic companies or citizens intends to acquire equity interests or assets of any other PRC domestic company affiliated with the PRC domestic companies or citizens, such acquisition must be submitted to the Ministry of Commerce, or MOFCOM, rather than local regulators, for approval. In addition, this regulation requires that an overseas company controlled directly or indirectly by PRC companies or citizens and holding equity interests of PRC domestic companies needs to obtain the approval of the China Securities Regulatory Commission, or the CSRC, prior to listing its securities on an overseas stock exchange. On September 21, 2006, the CSRC published a notice on its official website specifying the documents and materials required to be submitted by overseas special purpose companies seeking CSRC’s approval of their overseas listings.
Environmental Issues
Our operations are subject to various pollution control regulations with respect to noise, water and air pollution and the disposal of waste and hazardous materials. We are also subject to periodic inspections by local environmental protection authorities. Our operating facilities have received certifications from the relevant PRC government agencies in charge of environmental protection indicating that the operations are in compliance with the relevant PRC environmental laws and regulations.
We believe that we are in substantial compliance with all environmental laws and regulations applicable to our business. We are not currently subject to any pending actions alleging any violations of applicable PRC environmental laws.
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Corporate Recapitalization
Recapitalization
Generally, the founders of a corporation in the United States receive shares of stock in consideration of the tangible and intangible assets contributed by them to the enterprise. Since the consideration for those shares is the transfer of assets, including intellectual property, and business know-how, sometimes referred to as “sweat equity”, no cash payment for such shares occurs.
However, unfamiliar with the usual way that founders acquire equity interests in corporations in the United States, the HDS Shareholders both contributed assets to the Company and actually purchased their HDS Shareholders’ Stock between March 2008 and September 2009, for cash, in a series of four different offerings of YBP common stock during that period, at prices ranging between $0.02 and $0.10 per share, for an aggregate purchase price of $966,501.
As a result of the Contractual Arrangements of the Second Restructure, in which all of the profits of HDS will be paid under the terms of the Business Cooperation Agreement to JSJ, which is an indirect wholly-owned subsidiary of YBP, combined with the actual purchase by the HDS Shareholders of the HDS Shareholders’ Stock for cash, it could be viewed that Mr. Wang, Madame Qi and Mr. Han have, in effect, paid for their HDS Shareholders’ Stock twice.
Accordingly, the Company rectified this situation by obtaining shareholder approval at the Special Meeting on December 13, 2012 to issue a stock purchase option, each referred to as a Founder’s Option and collectively referred to as the Founders’ Options, to each of Mr. Wang and Madame Qi in an amount equal to the number of shares of YBP common stock that each of them then currently owned. The terms of the Founders’ Options are identical to each other except for the name of the optionee and the number of shares of YBP common stock subject to each such Founder’s Option. Those terms include:
| ● | the issuance of the Founders’ Options was subject to pre-issuance approval by our shareholders, which approval was obtained at the Special Meeting; |
| ● | each Founder’s Option was fully vested upon issuance; |
| ● | each Founder’s Option is exercisable for a period of five years; the expiration date for each Founder’s Option is extended to June 30, 2018; |
| ● | each Founder’s Option has a per share exercise price equal to the fair market value of a shares of YBP common stock on the date of grant, or $0.22 per share; and |
| ● | each Founder’s Option has a cashless exercise feature, pursuant to which, at the optionee’s election, he or she may choose to deliver previously-owned shares of YBP common stock in payment of the exercise price or not pay the exercise price of the Founder’s Option and receive instead a reduced number of shares of YBP common stock reflecting the value of the number of shares of YBP common stock equal to the difference, if any, between the aggregate fair market value of the shares issuable upon exercise of the Founder’s Option and the exercise price of the Founder’s Option. |
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The number of shares of YBP common stock subject to each Founder’s Option is as follows:
| Number of Optionee | Number of Shares Subject to Founder’s Option | |||
| Zhioguo Wang | 20,103,475 | |||
| Guifang Qi | 2,439,737 | |||
The terms of the Founders’ Options have not been determined as a result of arm’s-length negotiations. The Board of Directors of YBP, which consists of the same persons who are the HDS Shareholders and the grantees of the Founders’ Options, obtained shareholder approval of the issuance of the Founders’ Options at the Special Meeting on December 13, 2012.
To the extent that the Founders’ Options are exercised, the number of shares of YBP common stock then held by each HDS Shareholder could as much as double, which would be highly dilutive to the other existing YBP shareholders. The following chart shows the maximum effect of this dilution assuming full exercise of each Founder’s Option for cash:
| Shareholder | Number of Shares Presently Held | Percentage of Issued Shares Presently Held | Number of Shares Held Assuming Exercise of All Founders’ Options | Percentage of Issued Shares Following Exercise of All Founders’ Options | ||||||||||||
| Zhiguo Wang | 20,103,475 | 38.60 | % | 25,103,475 | 42.15 | % | ||||||||||
| Guifang Qi | 2,439,737 | 4.69 | % | 4,928,474 | 8.27 | % | ||||||||||
| All HDS Shareholders as a group (2 persons) | 22,543,212 | 43.29 | % | 30,031,949 | 50.42 | % | ||||||||||
| All other existing shareholders | 29,531,788 | 56.71 | % | 29,531,788 | 49.58 | % | ||||||||||
| Total | 52,075,000 | 100.00 | % | 59,563,737 | 100.00 | % | ||||||||||
See Item 13, “Certain Relationships and Related Transactions, and Director Independence”.
Employees
As of December 31, 2018, we had approximately 39 full-time employees. Our employees that work in China belong to a trade union. We believe that we maintain good labor relations with our employees. We also hire additional people for brief periods of time during peak production and processing seasons.
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| ITEM 1A. | RISK FACTORS |
Risks Related to our Business
Our products may not achieve or maintain widespread market acceptance.
Success of our products is highly dependent on market acceptance. We believe that continued market acceptance of our products will depend on many factors, including:
| ● | the perceived advantages of our products over competing products and the availability and success of competing products; |
| ● | the effectiveness of our sales and marketing efforts; |
| ● | our product pricing and cost effectiveness; |
| ● | the safety and efficacy of our products and the prevalence and severity of adverse side effects, if any; and |
| ● | publicity concerning our products, product candidates or competing products. |
If our products fail to achieve or maintain market acceptance, or if new products are introduced by others that are more favorably received than our products, are more cost effective or otherwise render our products obsolete, we may experience a decline in the demand for our products. If we are unable to market and sell our products successfully, our business, financial condition, results of operation and future growth would be adversely affected.
We have limited insurance coverage and may incur losses resulting from product liability claims or business interruptions.
The nature of our business exposes us to the risk of product liability claims that is inherent in the research and development, manufacturing and marketing of pharmaceutical products. These risks are greater for our products that receive regulatory approval for commercial sale. Even if a product were approved for commercial use by an appropriate governmental agency, there can be no assurance that users will not claim effects other than those intended resulted from the use of our products. While to date no material claim for personal injury resulting from allegedly defective products has been brought against us, a substantial claim or a substantial number of claims, if successful, could have a material adverse impact on our business, financial condition and results of operations.
We have a high concentration of sales to a small number of customers, one of which is an affiliate of our founder and President.
For the year ended December 31, 2018, Yew Pharmaceutical accounted for approximately 92% of our TCM raw materials revenue and approximately 58% of our consolidated revenue. For the year ended December 31, 2017, Yew Pharmaceutical accounted for approximately 100% of our TCM raw materials revenue and approximately 50% of our consolidated revenue. Yew Pharmaceutical is directly and indirectly owned primarily by our founder and President, Zhiguo Wang, and his wife, Guifang Qi.
| ● | Yew Pharmaceutical accounted for approximately 58% of our consolidated revenue |
| ● | DMSU, accounted for approximately 18% of our consolidated revenue |
The loss of any of our largest customers could have a material adverse effect on our results of operations unless and until we can replace such customers.
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The concentration of sales of yew trees to a small number of large customers could subject us to loss of significant revenues in the event that we were to lose one or more of our larger customers.
We owe amounts to related parties that are unsecured and payable on demand.
We owe certain amounts to related parties, including ZTC, Yew Pharmaceutical, Zhiguo Wang and Guifang Qi, that are payable on demand. As of December 31, 2018, the aggregate amount of these payables was approximately $580,016 and as of December 31, 2017, the aggregate amount of these payables was approximately $619,999. If one or more of the parties demanded payment of the amounts due to them, we would be required to use cash on hand or other assets to satisfy these obligations. While we believe that we presently have more than adequate resources to satisfy all of these obligations, there is no assurance that, in the future, the use of resources to satisfy then-current amounts owed to such parties or other related parties would not require us to modify our operations should such obligations then constitute a significant amount of our then-available resources.
We face substantial competition in connection with the marketing and sale of our products.
Our products compete with products with similar medical efficacy in similar market areas. Most of our competitors are well established, have greater financial, marketing, personnel and other resources, have been in business for longer periods of time than us, and have products that have gained wide customer acceptance in the marketplace. The TCM and pharmaceutical industries are also characterized by the frequent introduction of new products. We may be unable to compete successfully or our competitors may develop products which have greater medical efficacy or gain wider market acceptance than ours.
Our results of operations may be affected by fluctuations in availability and price of raw materials.
The raw materials we use are subject to price fluctuations due to various factors beyond our control, including, among other pertinent factors:
| ● | increasing market demand; |
| ● | inflation; |
| ● | severe climatic and environmental conditions; |
| ● | seasonal factors, and |
| ● | changes in governmental regulations and programs. |
We also expect that our raw material prices will continue to fluctuate and be affected by inflation in the future. Changes to our raw materials prices may result in increases in production and packaging costs, and we may be unable to raise the prices of our products to offset the increase costs in the short-term or at all. As a result, our results of operations may be materially and adversely affected.
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We purchase yew cuttings from third parties to grow our yew trees. The cost of yew cuttings has been rising significantly in recent years and is expected to continue.
We purchase yew cuttings from third parties to grow our yew trees. Because yew cuttings are scarce, the cost of yew cuttings has been rising approximately 20% per year in recent years and we expect this to continue for at least the next few years. Scarcity in the supply of yew cuttings or significantly increased costs for yew cuttings, or both, could have a material adverse effect on our ability to do business or our cost of doing business.
Changes in certain current favorable tax treatment we receive could adversely affect our business.
Under current PRC national laws and regulations, we do not pay any tax, including income tax, on (i) the raw materials we sell for the manufacture of TCM or (ii) the yew trees we sell for reforestation or transplanting, or on the cultivate yew trees we sell as potted yew trees. If these laws and regulations change and we become subject to tax on any of these operations, our costs of doing business would increase, which would decrease our profits and could have a material adverse effect on our results of operations and financial condition.
Developments by competitors may render our products or technologies obsolete or non-competitive.
The TCM and pharmaceutical industries are intensely competitive and subject to rapid and significant technological change. A large number of companies are pursuing the development of pharmaceuticals that target the same diseases and conditions that our TCM raw materials are targeting. We face competition from TCM and pharmaceutical companies in the PRC and other countries. In addition, companies pursuing different but related fields represent substantial competition. Many of these organizations competing with us have substantially greater capital resources, larger research and development staffs and facilities, longer drug development history in obtaining regulatory approvals and greater manufacturing and marketing capabilities than we do. These organizations also compete with us to attract qualified personnel and parties for acquisitions, joint ventures or other collaborations.
We rely substantially on our founder and President. We may be adversely affected if we lose his services or the services of other key personnel or are unable to attract and retain additional personnel.
Our success is substantially dependent on the efforts of our senior management, particularly Zhiguo Wang, our founder and President. The loss of the services of Mr. Wang or other members of our senior management may significantly delay or prevent the achievement of our business objectives. If we lose the services of, or do not successfully recruit, key sales and marketing, technical and corporate personnel, the growth of our business could be substantially impaired. At present, we do not maintain key man insurance for any of our senior management.
Mr. Wang does not devote 100% of his time to the business affairs of the Company.
Zhiguo Wang, the founder of the Company and our President, does not devote all of his time to the Company’s business. As a result, he may not provide as much management and attention as would be the case if he devoted 100% of his time to our business. We estimate that Mr. Wang devotes approximately 71% of his time, or approximately 120 hours per month, to the Company’s business. He devotes about 12% of his time, or approximately 20 hours per month, to the business of Yew Pharmaceutical and the balance of his time, or approximately 28 hours per month, to the business of other companies in which he is involved. These allocations are approximate only and are subject to change depending upon the particular projects and changing needs of the individual businesses in which he is involved.
There may be conflicts of interest between management and other stockholders of the Company.
Zhiguo Wang, the founder of our company, our President and a director, is also our principal stockholder. As a result of this conflict of interest, management may have an incentive to act in a manner that is in its best interest, which could be adverse to the interests of any other stockholders of the Company. In addition, a conflict of interest may arise between Mr. Wang’s personal pecuniary interests directly, as the lessor of certain premises we rent, or indirectly through companies he controls and with whom we do business, such as Yew Pharmaceutical, Kairun and ZTC, and his fiduciary duty to our stockholders.
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We have engaged, and are likely to continue to engage, in certain transactions with related parties. These transactions are not negotiated on an arms’ length basis.
We have engaged in certain transactions with our founder and President, Zhiguo Wang, and his wife, Guifang Qi. These include renting office space from Mr. Wang and retail space from Madame Qi, the aggregate rental expense incurred for which was approximately $3,812 for the year ended December 31, 2018 and $5,180 for the year ended December 31, 2017, respectively; an agreement whereby Yew Pharmaceutical, a company controlled by Mr. Wang, purchases raw materials including yew branches and leaves of yew trees from us to manufacture TCM and with respect to which we generated approximately $21.7 million or 58% of our total revenue for year ended December 31, 2018 and $20.2 million or 50% of our total revenue for the year ended December 31, 2017, respectively; We are likely to continue to engage in these arrangements and may enter into new arrangements with Mr. Wang and/or Madame Qi. None of these arrangements has been negotiated as a result of arms’ length transactions. It is possible that we could have received more favorable terms had these agreements been entered into with third parties.
We are an “emerging growth company” under the recently enacted JOBS Act and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common stock less attractive to investors.
We qualify as an “emerging growth company” under the recently enacted JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:
| ● | have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; |
| ● | submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”; |
| ● | obtain shareholder approval of any golden parachute payments not previously approved; and |
| ● | disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
Until such time, however, because the JOBS Act has only recently been enacted, we cannot predict whether investors will find our stock less attractive because of the more limited disclosure requirements that we may be entitled to follow and other exemptions on which we are relying while we are an “emerging growth company”. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
We must comply with the Foreign Corrupt Practices Act.
We are required to comply with the United States Foreign Corrupt Practices Act, which prohibits U.S. companies from engaging in bribery or other prohibited payments to foreign officials for the purpose of obtaining or retaining business. Corruption, extortion, bribery, pay-offs, theft and other fraudulent practices occur from time-to-time in the PRC. If our competitors engage in these practices, they may receive preferential treatment from personnel of some companies, giving our competitors an advantage in securing business or from government officials who might give them priority in obtaining new licenses, which would put us at a disadvantage. Although we intend to inform our personnel that such practices are illegal, we cannot assure you that our employees or other agents will not engage in such conduct for which we might be held responsible. If our employees or other agents are found to have engaged in such practices, we could suffer severe penalties.
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We may have difficulty establishing adequate management, legal and financial controls in the PRC.
The PRC historically has been deficient in Western-style management and financial reporting concepts and practices, as well as in modern banking and other control systems. We may have difficulty in hiring and retaining a sufficient number of locally-qualified employees to work in the PRC who are capable of satisfying the obligations of a U.S. public reporting company. As a result of these factors, we may experience difficulty in establishing adequate management, legal and financial controls (including internal controls over financial reporting), collecting financial data and preparing financial statements, books of account and corporate records and instituting business practices in the PRC that meet U.S. standards as in effect from time to time.
If the Chinese regulatory bodies determine that the structure for operating our business in the PRC does not comply with Chinese regulatory restrictions on foreign investment, we could be subject to severe penalties, which may materially and adversely affect our business.
The Chinese government has broad discretion in dealing with violations of laws and regulations, including levying fines, revoking business and other licenses and requiring actions necessary for compliance. In particular, licenses and permits issued or granted to us by relevant governmental bodies may be revoked at a later time by higher regulatory bodies. We cannot predict the effect of the interpretation of existing or new Chinese laws or regulations on our businesses. We cannot assure you that our current ownership and operating structure would not be found in violation of any current or future Chinese laws or regulations. As a result, we may be subject to sanctions, including fines, and could be required to restructure our operations or cease to provide certain services. Any of these or similar actions could significantly disrupt our business operations or restrict us from conducting a substantial portion of our business operations, which could materially and adversely affect our business, financial condition and results of operations.
If we are determined to be in violation of any existing or future Chinese laws, rules or regulations or fail to obtain or maintain any of the required governmental permits or approvals, the relevant Chinese regulatory authorities would have broad discretion in dealing with such violations, including:
| ● | revoking the business and operating licenses of our Chinese entities; |
| ● | discontinuing or restricting the operations of our Chinese entities; |
| ● | imposing conditions or requirements with which YBP or our Chinese entities may not be able to comply; |
| ● | requiring YBP or our Chinese entities to restructure the relevant ownership structure or operations; |
| ● | restricting or prohibiting our use of the proceeds from any offering to finance our business and operations in the PRC; or |
| ● | imposing fines. |
The imposition of any of these penalties would severely disrupt our ability to conduct business and have a material adverse effect on our financial condition, results of operations and prospects.
Special Risks Relating to Doing Business in the PRC
Because all of our operations are outside the United States, we are subject to additional significant risks.
We are subject to risks inherent in business operations outside the United States. These risks include but are not limited to geopolitical concerns, currency fluctuations, currency exchange controls, restrictions on repatriating foreign-derived profits to the United States, inflation, local regulatory compliance, punitive tariffs, unstable local tax policies, trade embargoes, import and export license requirements, trade restrictions, greater difficulty collecting accounts receivable and longer payment cycles, unfamiliarity with local laws and regulations, differing legal standards in enforcing or defending our rights in courts or otherwise, less favorable intellectual property protection than is provided in the United States, changes in labor conditions, difficulties in staffing and managing international operations, difficulties in finding personnel locally who are capable to complying with the requirements of reporting by a U.S. reporting company, risks related to shipment of raw materials and finished goods across national borders, and cultural and language differences. Foreign economies may differ favorably or unfavorably from the United States economy in growth of gross domestic product, rate of inflation, market development, rate of savings, capital investment, resource self-sufficiency and balance of payments positions, and in many other respects.
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The Chinese government exerts substantial influence over business activities.
We are dependent on relationships with the local government in the provinces in which we operate in the PRC. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in the PRC may be harmed by changes in the PRC’s laws and regulations, including those relating to taxation, environmental regulations, land use rights, real property, intellectual property and other matters. We intend to continue to conduct our business in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that could require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations. Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the PRC generally or particular regions thereof, and could have an adverse impact on our business prospects, results of operations and financial condition.
The production, sale and distribution of TCM are subject to Chinese regulation.
Economic reforms adopted by the Chinese government have had a positive effect on the economic development of the country, but the government could change these economic reforms or any of the legal systems at any time. This could either benefit or damage our operations and profitability. Some changes that could have this effect are: (i) level of government involvement in the economy; (ii) control of foreign exchange; (iii) methods of allocating resources; (iv) balance of payment positions; (v) international trade restrictions; and (vi) international conflict.
We depend upon governmental laws and regulations that may be changed in ways that will harm our business.
Our business and products are subject to government regulations mandating the manufacturing of pharmaceuticals in the PRC and other countries. Changes in the laws or regulations in the PRC, or other countries we may sell into, that govern or apply to our operations could have a materially adverse effect on our business. For example, the law could change so as to prohibit the use of certain pharmaceuticals. If one of our pharmaceuticals or medical products is prohibited, this change would reduce our productivity of that product.
The Chinese government exerts substantial influence over the manner in which we must conduct our business activities.
The PRC only recently has permitted provincial and local economic autonomy and private economic activities. The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Our ability to operate in the PRC may be harmed by changes in its laws and regulations, including those relating to taxation, import and export tariffs, pharmaceutical regulations, and other matters. We believe that our operations in the PRC are in material compliance with all applicable legal and regulatory requirements. However, the central or local governments of these jurisdictions may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure our compliance with such regulations or interpretations.
Accordingly, government actions in the future, including any decision not to continue to support recent economic reforms and to return to a more centrally planned economy or regional or local variations in the implementation of economic policies, could have a significant effect on economic conditions in the PRC or particular regions thereof, and could require us to divest ourselves of any interest we then hold in Chinese properties or joint ventures.
Our operations and assets in the PRC are subject to significant political and economic uncertainties.
Our operations may be adversely affected by the political environment in the PRC. The PRC has operated as a socialist and Communist state since 1949 and is controlled by the Communist Party of the PRC. In recent years, however, the government has introduced reforms aimed at creating a “socialist market economy” and policies have been implemented to allow business enterprises greater autonomy in their operations. Changes in the political leadership of the PRC may have a significant effect on laws and policies related to the current economic reforms program, other policies affecting business and the general political, economic and social environment in the PRC, including the introduction of measures to control inflation, changes in the rate or method of taxation, the imposition of additional restrictions on currency conversion and remittances abroad, and foreign investment. These effects could substantially impair our business, profits or prospects in the PRC. Moreover, economic reforms and growth in the PRC have been more successful in certain provinces than in others, and the continuation or increases of such disparities could affect the political or social stability of the PRC.
Changes in Chinese laws and regulations, or their interpretation, or the imposition of confiscatory taxation, restrictions on currency conversion, imports and sources of supply, devaluations of currency or the nationalization or other expropriation of private enterprises could have a material adverse effect on our business, results of operations and financial condition. Under current leadership, the Chinese government has been pursuing economic reform policies that encourage private economic activity and greater economic decentralization. There is no assurance, however, that the Chinese government will continue to pursue these policies, or that it will not significantly alter these policies from time to time without notice.
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We derive virtually all of our revenues from the PRC and we are therefore susceptible to the strength of the Chinese economy.
We derive virtually all of our revenues from the sale of products within the PRC. Any significant decline in the condition of the Chinese economy could adversely affect consumer demand of our services, among other things, which in turn would have a material adverse effect on our business and financial condition.
Currency fluctuations and restrictions on currency exchange may adversely affect our business, including limiting our ability to convert Chinese currency into foreign currencies and, if the Chinese currency were to decline in value, reducing our revenue in U.S. dollar terms.
Our reporting currency is the U.S. dollar and our operations use the RMB as our primary functional currency in our operations. We are subject to the effects of exchange rate fluctuations with respect to either of these currencies. For example, the value of the RMB depends to a large extent on Chinese government policies and the PRC’s domestic and international economic and political developments, as well as supply and demand in the local market. Since 1994, the official exchange rate for the conversion of RMB to the U.S. dollar had generally been stable and the RMB had appreciated slightly against the U.S. dollar. However, on July 21, 2005, the Chinese government changed its policy of pegging the value of RMB to the U.S. dollar. Under the new policy, RMB may fluctuate within a narrow and managed band against a basket of certain foreign currencies. It is possible that the Chinese government could adopt a more flexible currency policy, which could result in more significant fluctuation of RMB against the U.S. dollar. We can offer no assurance that RMB will be stable against the U.S. dollar or any other foreign currency.
The income statements of our operations in the PRC will be translated into U.S. dollars at the average exchange rates in each applicable period. To the extent the U.S. dollar strengthens against foreign currencies, the translation of these foreign currencies denominated transactions results in reduced revenue, operating expenses and net income for our international operations. Similarly, to the extent the U.S. dollar weakens against foreign currencies, the translation of these foreign currency denominated transactions results in increased revenue, operating expenses and net income for our international operations. We are also exposed to foreign exchange rate fluctuations as we convert the financial statements of our foreign subsidiaries into U.S. dollars in consolidation. If there is a change in foreign currency exchange rates, the conversion of financial statements into U.S. dollars will lead to a translation gain or loss which is recorded as a component of other comprehensive income. In addition, we have certain assets and liabilities that are denominated in currencies other than the relevant entity’s functional currency. Changes in the functional currency value of these assets and liabilities create fluctuations that will lead to a transaction gain or loss. We have not entered into agreements or purchased instruments to hedge our exchange rate risks, although we may do so in the future. The availability and effectiveness of any hedging transaction may be limited and we may not be able to successfully hedge our exchange rate risks.
Although Chinese governmental policies were introduced in 1996 to allow the convertibility of RMB into foreign currency for current account items, conversion of RMB into foreign exchange for capital items, such as foreign direct investment, loans or securities, requires the approval of SAFE, which is under the authority of the People’s Bank of China. These approvals, however, do not guarantee the availability of foreign currency conversion. We cannot be sure that we will be able to obtain all required conversion approvals for our operations or that Chinese regulatory authority will not impose greater restrictions on the convertibility of RMB in the future. Because a significant amount of our future revenue may be in the form of RMB, our inability to obtain the requisite approvals or any future restrictions on currency exchanges could limit our ability to utilize revenue generated in RMB to fund any business activities outside of the PRC or to repay foreign currency obligations, including our debt obligations, which would have a material adverse effect on our financial condition and results of operations.
Chinese currency is not freely convertible, which may limit our ability to obtain financing for expansion on favorable terms, and may limit our ability to pay dividends in the future.
The RMB is not a freely convertible currency at present and, based solely on our understanding of the news that is widely and publicly available, it does not appear that the RMB will become a freely convertible currency in the foreseeable future. Some, and perhaps a significant amount, of the revenue generated by our future operations in the PRC will be paid in RMB, which may need to be converted to other currencies, primarily U.S. dollars, and remitted outside the PRC from time to time. The Chinese government strictly regulates conversion of RMB into foreign currencies. Over the years, foreign exchange regulations in the PRC have significantly reduced the government’s control over routine foreign exchange transactions under current accounts.
SAFE regulates the conversion of RMB into foreign currencies. Effective July 1, 1996, foreign currency “current account” transactions by foreign investment enterprises are no longer subject to the approval of SAFE, but need only a ministerial review, according to the Administration of the Settlement, Sale and Payment of Foreign Exchange Provisions promulgated in 1996. “Current account” items include international commercial transactions, which occur on a regular basis, such as those relating to trade and provision of services. Distributions to joint venture parties also are considered a “current account” transaction. Other non-current account items, known as “capital account” items, remain subject to SAFE approval. Under current regulations, we believe that we can obtain foreign currency in exchange for RMB from swap centers authorized by the Chinese government. We cannot assure you that foreign currency shortages or changes in currency exchange laws and regulations by the Chinese government will not restrict us from freely converting RMB in a timely manner or at all, as needed.
HDS is subject to restrictions on making payments to us.
We are a holding company incorporated in Nevada and do not have any assets or conduct any business operations other than our investments in JSJ and Yew HK, which also do not have operations of their own. HDS is our operating entity, which we control through contractual arrangements. As a result of our holding company structure, we rely entirely on payments from HDS to us. The Chinese government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. We may experience difficulties in completing the administrative procedures necessary to obtain and remit foreign currency. Furthermore, if Yew HK, JSJ or HDS were to incur debt on their own in the future, the instruments governing the debt may restrict their ability to make payments. If we are unable to receive all of the revenues from our operations through these contractual arrangements, we may be unable to pay dividends on our ordinary shares.
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Future fluctuation in the value of the RMB may negatively affect our ability to convert our return on operations to U.S. dollars in a profitable manner.
In recent years, the value of the RMB has appreciated significantly against the U.S. dollar. Many countries, including the United States, have argued that the RMB is artificially undervalued due to the PRC’s current monetary policies and have pressured the PRC to allow the RMB to float freely in world markets. If any devaluation of the RMB were to occur in the future, our returns on our operations in the PRC, to the extent they are paid in RMB, will be negatively affected upon conversion to U.S. dollars. Conversely, although we will attempt to have certain future payments to us paid in U.S. dollars to mitigate the foregoing risk, any increase in the value of the RMB in the future would increase the cost of purchasing goods or services within the PRC when we convert U.S. dollars to RMB to pay for such items.
We may be unable to enforce our rights due to policies regarding the regulation of foreign investments in the PRC.
The PRC’s legal system is a civil law system based on written statutes in which decided legal cases have little value as precedents, unlike the common law system prevalent in the United States. The PRC does not have a well-developed, consolidated body of laws governing foreign investment enterprises. Thus, the administration of laws and regulations by government agencies may be subject to considerable discretion and variation, and may be subject to influence by external forces unrelated to the legal merits of a particular matter. The PRC’s regulations and policies with respect to foreign investments are evolving. Definitive regulations and policies with respect to such matters as the permissible percentage of foreign investment and permissible rates of equity returns have not yet been published. Statements regarding these evolving policies have been conflicting and any such policies, as administered, are likely to be subject to broad interpretation and discretion and to be modified, perhaps on a case-by-case basis. The uncertainties regarding such regulations and policies present risks which may affect our ability to achieve our business objectives. We cannot assure you that we will be able to enforce any legal rights we may have under our contracts or otherwise. Our failure to enforce our legal rights may have a material adverse impact on our operations and financial position, as well as our ability to compete with other companies in our industry.
Inflation in the PRC may inhibit economic activity in such places and adversely affect our operations.
In recent years, the Chinese economy has experienced periods of rapid expansion and high rates of inflation which have led to the adoption by the Chinese government, from time to time, of various corrective measures designed to restrict the availability of credit or regulate growth and contain inflation. Because of a strong currency, a large trade surplus, strong domestic growth and increasing wages, the PRC is currently experiencing inflationary pressures, despite the global economic crisis. High inflation may in the future cause the Chinese government to impose controls on credit and/or prices, or to take other action which could inhibit economic activity in the PRC generally, and thereby adversely affect our future business operations and prospects in the PRC. Inflation in the PRC may inhibit economic activity in such places and adversely affect our operations. Inflation in the PRC may inhibit economic activity in such places and adversely affect our operations.
The Chinese legal system may have inherent uncertainties that could materially and adversely impact our ability to enforce the agreements governing our operations.
We are subject to oversight at the provincial and local levels of government. Our operations and prospects would be materially and adversely affected by the failure of the local government to honor our agreements or an adverse change in the laws governing them. In the event of a dispute, enforcement of these agreements could be difficult in the PRC. The PRC tends to issue legislation, which is followed by implementing regulations, interpretations and guidelines that can render immediate compliance difficult. Similarly, on occasion, conflicts arise between national legislation and implementation by the provinces that take time to reconcile. These factors can present difficulties in our ability to achieve compliance. Unlike the United States, the PRC has a civil law system based on written statutes in which judicial decisions have limited precedential value. The Chinese government has enacted laws and regulations to deal with economic matters such as corporate organization and governance, foreign investment, commerce, taxation and trade. However, our experience in interpreting and enforcing our rights under these laws and regulations is limited, and our future ability to enforce commercial claims or to resolve commercial disputes in the PRC is therefore unpredictable. These matters may be subject to the exercise of considerable discretion by agencies of the Chinese government, and forces and factors unrelated to the legal merits of a particular matter or dispute may influence their determination.
It will be extremely difficult to acquire jurisdiction and enforce liabilities against our officers, directors and assets based in the PRC.
Substantially most of our assets are located outside of the United States and most of our officers and directors reside outside the United States. As a result, it may not be possible for United States investors to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws of the United States. Moreover, we have been advised that the PRC does not have treaties providing for the reciprocal recognition and enforcement of judgments of courts with the United States. Further, it is unclear if extradition treaties now in effect between the United States and the PRC would permit effective enforcement of criminal penalties of the Federal securities laws of the United States.
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We may have limited legal recourse under Chinese law if disputes arise with third parties.
The Chinese government has enacted some laws and regulations dealing with matters such as corporate organization and governance, foreign investment, mergers and acquisitions, intellectual property, commerce, taxation and trade. However, the PRC’s experience in implementing, interpreting and enforcing these laws and regulations is limited, and our ability to enforce commercial claims or to resolve commercial disputes is unpredictable. If any new business ventures in which we may become involved are unsuccessful, or other adverse circumstances arise from these transactions, we face the risk that the parties to these ventures may seek ways to terminate the transactions, or, may hinder or prevent us from accessing important information regarding the financial and business operations of any acquired companies. The resolution of these matters may be subject to the exercise of considerable discretion by agencies and other instrumentalities of the Chinese government or those acting on its behalf, and forces unrelated to the legal merits of a particular matter or dispute may influence their determination. Any rights we may have to specific performance, or to seek an injunction under Chinese law, in either of these cases, are severely limited, and without a means of recourse by virtue of the Chinese legal system, we may be unable to prevent these situations from occurring. The occurrence of any such events could have a material adverse effect on our business, financial condition and results of operations.
Because Chinese law will govern almost all of our material agreements, we may not be able to enforce our legal rights internationally, which could result in a significant loss of business, business opportunities or capital.
Chinese law will govern almost all of our material agreements. We cannot assure you that we will be able to enforce any of our material agreements or that remedies will be available outside of the PRC. The system of laws and the enforcement of existing laws in the PRC may not be as certain in implementation and interpretation as in the United States. The Chinese judiciary is relatively inexperienced in enforcing corporate and commercial law, leading to a higher than usual degree of uncertainty as to the outcome of any litigation. The inability to enforce or obtain a remedy under any of our future agreements could result in a significant loss of business, business opportunities or capital.
National, provincial and local governments have established many regulations governing our business operations.
We are also subject to numerous national, provincial and local governmental regulations, including environmental, labor, waste management, health and safety matters and product specifications and regulatory approvals from healthcare agencies. We are subject to laws and regulations governing our relationship with our employees including wage requirements, limitations on hours worked, working and safety conditions, citizenship requirements, work permits and travel restrictions. These local labor laws and regulations may require substantial resources for compliance. We are subject to significant government regulation with regard to property ownership and use in connection with our facilities in the PRC, import restrictions, currency restrictions and restrictions on the volume of domestic sales and other areas of regulation. These regulations can limit our ability to react to market pressures in a timely or effective way, thus causing us to lose business or miss opportunities to expand our business.
Our contractual arrangements with HDS and its shareholders may not be as effective in providing control over HDS as direct ownership of it.
Our contractual arrangements with HDS and its respective shareholders provide us with effective control over this company. As a result of these contractual arrangements, we are considered to be the primary beneficiary of HDS; we consolidate the results of operations, assets and liabilities of HDS in our financial statements. However, these contractual arrangements may not be maximally effective in providing us with control over HDS as direct ownership of these companies. If HDS or its shareholders fail to perform their respective obligations under these contractual arrangements, we may have to incur substantial costs and resources to enforce such arrangements, and rely on legal remedies under PRC law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure you will be effective.
The M&A Rule sets forth complex procedures for acquisitions conducted by foreign investors that could make it more difficult to pursue acquisitions.
The M&A Rule sets forth complex procedures and requirements that could make merger and acquisition activities by foreign investors more time-consuming and complex, including requirements in some instances that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise. Complying with the requirements of the M&A Rule to complete such transactions could be time-consuming, and any required approval processes, including obtaining approval from MOFCOM, may delay or inhibit our ability to complete such transactions, which could affect our ability to expand our business or maintain our market share.
21
We may be subject to penalties, including restriction on our ability to inject capital into our PRC subsidiaries and our PRC subsidiaries’ ability to distribute profits to us, if our PRC resident shareholders or beneficial owners fail to comply with relevant PRC foreign exchange rules.
In October 2005, SAFE issued a public notice requiring PRC residents to register with the local SAFE branch before establishing or controlling any company outside of the PRC for the purpose of capital financing with assets or equities of PRC companies, referred to in the notice as an “offshore special purpose vehicle PRC residents that are shareholders and/or beneficial owners of offshore special purpose companies established before November 1, 2005 were required to register with the local SAFE branch before March 31, 2006. In addition, any PRC resident that is a shareholder of an offshore special purpose vehicle is required to amend its SAFE registration with respect to that offshore special purpose company in connection with any increase or decrease of capital, transfer of shares, merger, division, equity investment or creation of any security interest over any assets located in the PRC or other material changes in share capital.
Zhiguo Wang, Guifang Qi and Xingming Han, collectively referred to as the HDS Shareholders, completed their respective registrations under SAFE Circular 75 on April 15, 2011. We have requested our other shareholders and/or beneficial owners to disclose whether they or their shareholders or beneficial owners fall within the ambit of the SAFE notice and urge those who are PRC residents to register with the local SAFE branch as required under the SAFE notice. To date, we have not received any notice from any of our other shareholders or beneficial owners that he or she is subject to the SAFE Circular 75 registration requirement. However, we cannot provide any assurance that all of our shareholders and beneficial owners who are PRC residents will comply with our request to make, obtain or update any applicable registrations or comply with other requirements required by the SAFE notice or other related rules. In case of any non-compliance on any of our PRC resident shareholders or beneficial owners, our PRC subsidiary, JSJ, and such shareholders and beneficial owners may be subject to fines and other legal sanctions.
Any failure to comply with PRC regulations regarding the registration requirements for employee stock ownership plans or share option plans may subject the PRC plan participants or us to fines and other legal or administrative sanctions.
On December 25, 2006, the People’s Bank of China promulgated the Administrative Measures of Foreign Exchange Matters for Individuals, which set forth the respective requirements for foreign exchange transactions by individuals (both PRC and non-PRC citizens) under either the current account or the capital account. On January 5, 2007, SAFE issued implementation rules for the Administrative Measures of Foreign Exchange Matters for Individuals which, among other things, specified approval requirements for certain capital account transactions such as a PRC citizen’s participation in the employee stock ownership plans or stock option plans of an overseas publicly listed company. On March 28, 2007, SAFE promulgated the Operation Procedures of Foreign Exchange Administration for Domestic Individuals Participating in Employee Stock Ownership Plan or Stock Option Plan of Overseas-Listed Company, or the Stock Option Rules. Under this rule, PRC citizens who participate in an employee stock ownership plan or a stock option plan of an overseas publicly listed company are required to register with SAFE and complete certain other procedures. For participants of an employee stock ownership plan, an overseas custodian bank should be retained by PRC agent, which could be the PRC subsidiary of such overseas publicly-listed company or other qualified entity, to hold on trusteeship all overseas assets held by such participants under the employee stock ownership plan. In the case of a stock option plan, a financial institution with stock brokerage qualification at the place where the overseas publicly listed company is listed or a qualified institution designated by the overseas publicly listed company is required to be retained to handle matters in connection with the exercise or sale of stock options for the stock option plan participants. We and our PRC citizen employees who participate in an employee stock ownership plan or a stock option plan will be subject to these regulations when our company becomes a publicly listed company in the United States. If we or our PRC optionees fail to comply with these regulations, we or our PRC optionees may be subject to fines and other legal or administrative sanctions.
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Risks Related to our Stockholders and Shares of Common Stock
We may issue more securities in one or more capital raises in the future, which will result in substantial dilution to all stockholders prior to such issuance.
YBP’s Articles of Incorporation, as amended, authorizes the Company to issue an aggregate of 140,000,000 shares of common stock and 10,000,000 shares of preferred stock. Any capital raise effected by us is likely to result in the issuance of additional securities and substantial dilution in the percentage of the equity held by our then existing stockholders. We may also issue additional shares of our common stock or other securities that are convertible into or exercisable for common stock in connection with hiring or retaining employees or consultants, future acquisitions, future sales of our securities for capital raising purposes or for other business purposes. Our board of directors has the power to issue any or all of such authorized but unissued shares without stockholder approval.
There is currently only a limited trading market for our common stock, and liquidity of shares of our common stock is limited.
Although we have been approved for trading on the OTC Bulletin Board under the symbol YEWB, there is currently only a limited trading market for our common stock and a more active market may not develop or be sustained. The OTC Bulletin Board is not a listing service or exchange, but is instead a dealer quotation service for subscribing members. If a more active public market for our common stock does not develop, then investors may not be able to readily resell the shares of our common stock that they have purchased making this an illiquid investment. If we establish a more active trading market for our common stock, the market price of our common stock may be significantly affected by factors such as actual or anticipated fluctuations in our operating results, general market conditions and other factors. In addition, the stock market has from time to time experienced significant price and volume fluctuations that have particularly affected the market prices of the shares of developmental stage companies, which may adversely affect the market price of our common stock in a material manner.
Compliance with the criteria for securing exemptions under federal securities laws and the securities laws of the various states is extremely complex, especially in respect of those exemptions affording flexibility and the elimination of trading restrictions in respect of securities received in exempt transactions and subsequently disposed of without registration under the Securities Act or state securities laws.
Because of the trading price of our common stock, it is considered a “penny stock”, which makes it more difficult for investors to sell their shares due to suitability requirements.
Our common stock is deemed to be “penny stock” as that term is defined under the Exchange Act. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). Penny stock rules impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors.” The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000, not including their primary residence, or an annual income exceeding $200,000 (or $300,000 jointly with their spouse).
The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized disclosure document in a form prepared by the SEC, which provides information about penny stocks and the nature and level of risks in the penny stock market. Moreover, broker/dealers are required to determine whether an investment in a penny stock is a suitable investment for a prospective investor. A broker/dealer must receive a written agreement to the transaction from the investor setting forth the identity and quantity of the penny stock to be purchased. These requirements may reduce the potential market for our common stock by reducing the number of potential investors. This may make it more difficult for investors in our common stock to sell shares to third parties or to otherwise dispose of them. This could cause our stock price to decline.
The market price of our common stock is likely to be subject to significant price and volume fluctuations.
The price of our common stock may be subject to wide fluctuations due to variations in our operating results, news announcements, our limited trading volume, general market trends both domestically and internationally, currency movements, sales of common shares by our officers, directors and our principal stockholders, and sales of common shares by existing investors. Certain events, such as the issuance of common shares upon the exercise of our outstanding stock options, could also materially and adversely affect the prevailing market price of our common shares. Further, the stock markets in general have recently experienced extreme price and volume fluctuations that have affected the market prices of equity securities of many companies and that have been unrelated or disproportionate to the operating performance of such companies. In addition, a change in sentiment by U.S. investors for PRC-based companies could have a negative impact on the stock price. These fluctuations may materially and adversely affect the market price of our common shares and the ability to resell shares at or above the price paid, or at any price.
We have never paid dividends on our common stock and do not intend to do so in the foreseeable future. Moreover, our holding company structure may hinder the payments of dividends.
We have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further our business strategy. The declaration, payment and amount of any future dividends will be made at the discretion of the board of directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the board of directors considers relevant. There is no assurance that future dividends will be paid, and, if dividends are paid, there is no assurance with respect to the amount of any such dividend.
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YBP has ownership of five subsidiaries. Should we decide to pay dividends in the future, as a holding company, our ability to pay dividends and meet other obligations depends upon the receipt of dividends or other payments from our subsidiaries, our VIE and other holdings and investments. In addition, our subsidiaries and VIE, may, from time to time, be subject to restrictions on their ability to make distributions to us due to restrictive covenants in agreements, restrictions on the conversion of local currency into U.S. dollars or other hard currency and other regulatory restrictions applicable to our subsidiaries. If future dividends are paid in RMB, fluctuations in the exchange rate for the conversion of the RMB into U.S. dollars may reduce the amount received by U.S. stockholders upon conversion of the dividend payment into U.S. dollars.
The HDS Shareholders currently have effective, but not absolute, control of the Company. If the Founders’ Options are exercised by the HDS Shareholders, they - and Mr. Wang by himself - will have both effective and absolute control of the Company and be able to determine the outcome of most actions by the Company and its shareholders.
Presently, the HDS Shareholders collectively own 22,543,212 shares, or 43.29%, of YBP’s common stock, not including certain additional shares they are deemed to beneficially own under applicable SEC rules. The HDS Shareholders serve as the sole directors and executive officers of the Company, other than the chief financial officer, or CFO, position. The Founders’ Options were approved by our shareholders at a special meeting of shareholders, or the Special Meeting, on December 13, 2012, and issued to the HDS Shareholders in December 2012. On September 12, 2017, the board unanimously approved to extend each Founder’s Option of Zhiguo Wang and Guifang Qi for two years to December 31, 2019. As a result, the HDS Shareholders may, upon exercise, own as many as 30,031,949 shares, or 50.42%, of YBP’s common stock. In such event, the HDS Shareholders would have both effective and absolute control of the Company, allowing them, by themselves, to elect all directors of the Company and determine the outcome of most matters placed before the shareholders for action.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
| ITEM 2. | PROPERTIES |
Office and Retail Space
The principal executive offices of YBP are located at 9460 Telstar Avenue, Suite 6, El Monte, California 91731. YBP lease this premise on a renewed 2-year lease at a monthly rent of approximately $3,521.
On July 1, 2012, JSJ entered into a lease for office space (the “JSJ Lease”) with the Company’s President, Zhiguo Wang, as lessor. Pursuant to the JSJ Lease, JSJ leases approximately 30 square meters of office space from Mr. Wang in Harbin, in the same premises used by HDS for its office space. Rent under the JSJ Lease is RMB 10,000 annually for a term of three years, expiring on June 30, 2018. We believe that the rent is at or below market for the space we are occupying. See Item 13, “Certain Relationships and Related Transactions, and Director Independence”.
HDS leases approximately 20 square meters of an apartment (“Jixing Lease”) in the Nangang District of Harbin from Guifang Qi, a director of the Company and the wife of Zhiguo Wang. Pursuant to a Lease Contract dated October 1, 2016, the term of Jixing Lease is one year. On October 1, 2017, the Company and Ms. Qi renewed the Jixing Lease. The renewed lease expires on September 30, 2018. On October 1, 2018, the Company and Ms. Qi renewed the Lease. The renewed lease expires on September 30, 2019. Rent under the Jixing Lease is RMB 10,000 annually. We believe that the rent is at or below market for the space we are occupying. See Item 13, “Certain Relationships and Related Transactions, and Director Independence”.
HDS leases approximately 3,886 square meters of office space in Beichuan Village (“A cheng Lease”) from Heilongjiang Pingshan Yew Comprehensive Development Co., Ltd., or Pingshan, under a 23-year lease commencing March 20, 2002 and expiring March 19, 2025. We pay rent at an annual rate of RMB 25,000 for each year of the terms as follows: RMB 250,000 on or before December 31, 2012 for the first ten years of the term; RMB 125,000 on or before December 31, 2017 for the next five years of the term; and a final payment of RMB 175,000 on or before the end of the term for the remaining seven years of the term. We made the first payment covering the first ten years of rent in the amount of RMB 250,000 in February 2012.
On January 1, 2010, HDS leases approximately 40 square meters of office space in Xiangfang District (“Office Lease”) of Harbin from Zhiguo Wang, the CEO and CFO of the Company. Rent under the Office Lease is RMB 15,000 annually for a term of 25 years, expiring on December 31, 2025. We believe that the rent is at or below market for the space we are occupying. See Item 13, “Certain Relationships and Related Transactions, and Director Independence”.
On May 1, 2017, YBP rent an approximately 3,000 square foot supermarket in San Sabriel, California for product exhibition and promotion in California. The lease is on month by month basis and the monthly rent is $2,800.
During 2018, we had unpaid rent of $6,544 to related parties pursuant to the JSJ Lease, Office Lease and A cheng Lease described above and prepaid rent of $32,318 to related parties pursuant to the Jixing Lease described above and the lease with ZTC described below under “Land Use and Similar Agreements”. See Item 13, “Certain Relationships and Related Transactions, and Director Independence” and Note 11 in Notes to Consolidated Financial Statements.
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Land Use and Similar Agreements
There is no private ownership of land in the PRC. Land is owned by the government and the government grants land use rights for specified terms. Therefore, we have entered into several long-term agreements to use land and/or cultivate yew trees on such land:
On March 21, 2004, we entered into the Joint Venture Agreement with the Wuchang Forestry Bureau, pursuant to which the Wuchang Forestry Bureau has given us access to 1,000,000 mu (approximately 166,667 acres) of forest land located in Wuchang City to develop yew tree forests and produce yew seedlings. The Wuchang Forestry Bureau has also granted us land to use for two nurseries, of 400 mu (approximately 67 acres) and 1400 mu (approximately 233 acres), respectively, to cultivate yew tree seedlings. Pursuant to the Joint Venture Agreement, we have permission to plant yew trees on this land from 2004 to 2034. Any profits from the planting of yew trees and other agriculture shall be distributed 80% to the Company and 20% to the Wuchang Forestry Bureau. We have not yet cultivated this land or generated any revenue under the Joint Venture Agreement.
Under an agreement dated March 22, 2004, we lease from one individual 125 mu (approximately 21 acres) of land in Beichuan Village, Pingshan Town, A’cheng City, Heilongjiang Province. We made a one-time payment to the lessor in the amount RMB 552,500 under this lease, which has a term of 50 years.
Under an agreement dated April 4, 2004, we lease from Pingshan Town Government (Beichuan Village Committee) 400 mu (approximately 67 acres) of barren hill and uncultivated land in Beichuan Village, Heilongjiang Province, for a term of 50 years. We made a one-time payment of RMB 1,003,000 under this agreement. Based on surveying undertaken jointly between HDS and the Beichuan Village Committee, we have agreed that the land subject to this agreement actually comprises 955 mu (approximately 159 acres), although only 400 mu is usable land. At the end of the 50-year term of this agreement, we will retain the right to use the land without making further payments.
Under an agreement dated March 25, 2005 with ZTC, we lease 361 mu (approximately 60 acres) of land in Lalin Town, Wuchang City, Heilongjiang Province, for nursery land used to cultivate yew stock. This agreement is for a term of 30 years expiring on March 24, 2035, after which term the right of land use shall be transferred to us. Under this agreement, we pay RMB 162,450 per year, with a lump sum payment of RMB 812,250 representing the first five years of the lease on or before December 31, 2010. We made a payment in the amount of RMB 1,000,000 in March 2012. Thereafter, we are required to pay each next five years’ rent in advance. Mr. Wang and Madame Qi are the principal owners of ZTC. See Item 13, “Certain Relationships and Related Transactions, and Director Independence”.
Under an agreement dated April 2006, we lease from an individual and our founder and President, Zhiguo Wang, 5 mu of land in Beichuan Village, Pingshan Town, A’cheng City, Heilongjiang Province. We made a one-time payment to the lessors in the amount RMB 23,201 under this lease, which has a term of 22 years. At the end of the 22- year term of this agreement, we will retain the right to use the land without making further payments.
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Under an agreement dated January 18, 2008, we lease from two individuals approximately 290 mu (approximately 48 acres) and the building thereon, on the north side of Dalazi Mountain located in Pingshan Town, Heilongjiang Province. We paid RMB 2,370,000 for the use of the land, the yew trees thereon and the buildings thereon. We own the trees and buildings and lease the land. The lease has a term of 50 years. At the end of the 50-year term of this agreement, we will retain the right to use the land without making further payments.
Under an agreement dated March 4, 2010, we lease from Pingshan 15,865 mu (approximately 2,644 acres) of land in Pingfangdian, Wuchang City, for a term of 45 years expiring on March 4, 2055, and purchased all the yews situated thereon. We are required to make total payments of RMB 80,152,900 to Pingshan. The total payment has been divided into three installments, each installment representing a parcel of land. In 2010, we made payments in two installments aggregating RMB 42,434,000, for a parcel of 10,720 mu and all the yew trees and seedlings situated thereon and had a balance due of RMB 37,718,900 as of December 31, 2010, of which amount RMB 26,314,300 related to the final parcel of 5,145 mu. Subsequent to December 31, 2010, we acquired the remaining 5,145 mu and made payments aggregating RMB 8,144,300 in 2012.
On July 18, 2012, we entered into the Fuye Field Agreement with an individual in the PRC. Pursuant to the Fuye Field Agreement, HDS will lease 117.5 mu (approximately 19.6 acres) located at Fuye Field, Beizhao Village, Hongxing Town, A’cheng District in Helongjiang Province, PRC. Based on surveying undertaken after the Fuye Field Agreement was signed, we have agreed that the land subject to this agreement actually comprises 148 mu (approximately 24.7 acres). The term of the agreement is 16 years, through March 2028. During the term of the Fuye Field Agreement, HDS has the right to develop the property for the production of yew trees. In addition, HDS has acquired a building and more than 80,000 trees - which are not yew trees - located on the property. These trees consist of approximately 20,000 larix, 56,700 spruce and 3,700 poplar trees.
Payments to be made by us under the Fuye Field Agreement total RMB 15,002,300, payable as follows:
| ● | RMB 6,300,000 upon receipt by HDS of all related supporting documents and materials on the ownership and land use right of the property |
| ● | RMB 3,700,000 on December 25, 2012 |
| ● | RMB 5,002,300 on or before December 25, 2013. |
We prepaid the first installment of RMB 6,300,000 on or about June 20, 2012 and paid the entire remaining balance of RMB 8,702,300 on or about December 31, 2012.
On November 15, 2013, Harbin Yew Science and Technology Development Co., Ltd. (“HDS”), the operating entity and wholly-owned subsidiary of Yew Bio-Pharm Group, Inc. (the “Company”), entered into a Forest and Land Use Right Acquisition Contract of Wuchang Erhexiang Pingfangdian Forestry Centre 15 th Compartments (the “Wuchang Pingfangdian Forestry Centre Contract”) with Heilongjiang Zishan Keji Gufen Limited Company. (“ZKG”).
Pursuant to the Wuchang Pingfangdian Forestry Centre Contract, HDS acquired 2,565 mu of yew tree forests and land use right of the underlying land located at Wuchang Pingfangdian Forestry Centre in Helongjiang Province, PRC. The term of the contract is 38 years, through November 7, 2051. During the term of the Wuchang Pingfangdian Forestry Centre Contract, HDS plans to harvest cut and replant the trees, sell the harvest cutting logs, promote the growth of the young trees accordingly, as well as plant yew trees of five years old or above based on the condition of the harvest cutting.
Payments made by the Company under the Wuchang Pingfangdian Forestry Centre Contract total RMB47.2 million (approximately $7.7 million), payable as follows:
| ● | RMB21.2 million (approximately $3.5 million) on or before December 31, 2013. |
| ● | RMB26.0 million (approximately $4.3 million) on or before May 31, 2015. |
Since the assets purchase occurred between entities under common control, HDS recorded the assets received at historical carrying costs recorded by ZTC. The difference of $2,338,212 between the actual contract price and carrying costs is reflected as a reduction of shareholders’ equity (Additional paid-in capital). As of December 31, 2013, the assets purchased were transferred to HDS, and the amount due to ZTC is approximately $4.8 million. This amount was paid in full as of December 31, 2016.
| ITEM 3. | LEGAL PROCEEDINGS |
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are currently not aware of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition or operating results.
| ITEM 4. | MINE SAFETY DISCLOSURES |
Not applicable.
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| ITEM 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market Information
The Company’s common stock, par value, $0.001 per share (“Common Stock”) began trading on the Over the Counter Bulletin Board (“OTCQB”) under the symbol “YEWB” on November 27, 2013. Since that time there has been only limited trading. The following table sets forth, for the period indicated, the range of high and low closing “Bid” prices reported by the OTCQB. Such quotations represent prices between dealers and may not include markups, markdowns, or commissions and may not necessarily represent actual transactions.
| High Bid | Low Bid | |||||||
| Fiscal Year Ended December 31, 2017 | $ | 0.44 | $ | 0.19 | ||||
| January 1 through March 31, 2018 | $ | 0.40 | $ | 0.21 | ||||
| April 1 through June 30, 2018 | $ | 0.42 | $ | 0.25 | ||||
| July 1 through September 30, 2018 | $ | 0.38 | $ | 0.20 | ||||
| October 1 through December 31, 2018 | $ | 0.25 | $ | 0.16 | ||||
| January 1 through March 31, 2019 | $ | 0.24 | $ | 0.15 | ||||
Penny Stock Considerations
The trading of our common stock is deemed to be “penny stock” as that term is generally defined in the Securities Exchange Act of 1934 to mean equity securities with a price of less than $5.00. Our shares thus are subject to rules that impose sales practice and disclosure requirements on broker-dealers who engage in certain transactions involving a penny stock.
Under the penny stock regulations, a broker-dealer selling a penny stock to anyone other than an established customer or accredited investor must make a special suitability determination regarding the purchaser and must receive the purchaser’s written consent to the transaction prior to the sale, unless the broker-dealer is otherwise exempt. Generally, an individual with a net worth in excess of $1,000,000 or annual income exceeding $100,000 individually or $300,000 together with his or her spouse is considered an accredited investor. In addition, under the penny stock regulations the broker-dealer is required to:
| ● | Deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt; |
| ● | Disclose commissions payable to the broker-dealer and our registered representatives and current bid and offer quotations for the securities; |
| ● | Send monthly statements disclosing recent price information pertaining to the penny stock held in a customer’s account, the account’s value and information regarding the limited market in penny stocks; and |
| ● | Make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction, prior to conducting any penny stock transaction in the customer’s account. |
Because of these regulations, broker-dealers may encounter difficulties in their attempt to buy or sell shares of our common stock, which may affect the ability of selling stockholders or other holders to sell their shares in the secondary market and have the effect of reducing the level of trading activity in the secondary market. These additional sales practice and disclosure requirements could impede the sale of our common stock in the market place. In addition, the liquidity for our common stock may be decreased, with a corresponding decrease in the price of our common stock. Our shares are likely to be subject to such penny stock rules for the foreseeable future.
Stockholders
As of the date of this Report, we had approximately 1,000 stockholders of record of our common stock. This figure does not include holders of shares registered in “street name” or persons, partnerships, associates, corporations or other entities identified in security position listings maintained by depositories.
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Dividend Policy
We have not declared any cash dividends on our common stock since our inception and do not anticipate paying any dividends in the foreseeable future. We plan to retain future earnings, if any, for use in our business. Any decisions as to future payments of dividends will depend on our earnings and financial position and such other facts, as the Board of Directors deems relevant.
Reports to Stockholders
We are currently subject to the information and reporting requirements of the Securities Exchange Act of 1934 and will continue to file periodic reports, and other information with the SEC. We intend to send annual reports to our stockholders containing audited financial statements.
Transfer Agent
West Coast Stock Transfer, Inc., 721 N. Vulcan Ave., # 205, Encinitas, CA 92024 is the registrar and transfer agent for our common stock.
Recent Sales of Unregistered Securities
Not Applicable
Securities Authorized for Issuance under Equity Compensation Plans
We are authorized to issue up to 15,000,000 shares of common stock for grants under the 2012 Equity Incentive Plan, or the 2012 Plan, which was adopted by our Board of Directors on September 25, 2012 and approved by our shareholders at the Special Meeting on December 13, 2012.
| ITEM 6. | SELECTED FINANCIAL DATA |
Not applicable.
| ITEM 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
The following discussion of our consolidated results of operations and cash flows for the years ended December 31, 2018 and 2017, and consolidated financial conditions as of December 31, 2018, and December 31, 2017 should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this document.
Overview
We are a major grower and seller of yew trees and manufacturer of products made from yew trees, we also sell branches and leaves of yew trees for the manufacture of TCM containing taxol, which TCM has been approved in the PRC for use as a secondary treatment of certain cancers, meaning it must be administered in combination with other pharmaceutical drugs. The yew industry is highly regulated in the PRC because the Northeast yew tree is considered an endangered species. In the third quarter of 2016, we started to sell handmade yew essence oil soaps and candles.
For the years ended December 31, 2018, we operated in two reportable business segments. The business of HDS, JSJ and HYF in PRC was managed and reviewed as PRC segment. The business of YBP, Yew Bio-Pharm (HK), and MC was managed and reviewed as USA segment.
For the year ended December 31, 2018, revenues from the PRC segment accounted for approximately 98.96% of consolidated revenue; revenues from USA segment accounted for approximately 1.04% of consolidated revenue.For the year ended December 31, 2017, we operated in four reportable business segments: (1) the TCM raw materials segment, consisting of the production and sale of yew raw materials or yew tree extracts used in the manufacture of TCM; (2) the yew tree segment, consisting of the growth and sale of yew tree seedlings and mature trees; (3) the handicrafts segment, consisting of the manufacture and sale of handicrafts and furniture made of yew timber; (4) the “Others” segment, consisting of the sales of yew candles, yew essence oil soaps, pine needle extracts, complex taxus cuspidate extract, and composite northeast yew extract. Our reportable segments are strategic business units that offer different products. The four business segments are managed separately based on the fundamental differences in their operations. All of the Company’s operations except the sales of yew candles, pine needle extract, yew essential oil soap, complex taxus cuspidate extract, and composite northeast yew extract are conducted in the PRC.
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For the year ended December 31, 2017, revenues from the sale of TCM raw materials represented approximately 49.78% of consolidated revenue (all of consolidated revenues were from a related party); sale of yew trees represented approximately 0.02% of consolidated revenue; sale of handicrafts represented approximately 0.12% of consolidated revenue; and the sale of the others, which include yew candles, yew essence oil soaps, complex taxus cuspidate extract, composite northeast yew extract and pine needle extracts, represented approximately 50.07% of consolidated revenue (including 6.72% of consolidated revenues from a related party).
YBP’s revenues were mostly generated by HDS in the PRC. The expenses incurred in the U.S. were primarily related to fulfilling the reporting requirements of public listed company, stock-based compensation, office daily operations, inventory write-down and other costs. As of December 31, 2018, YBP had approximately $40,000 in cash and held the 100% equity interests in its subsidiaries Yew HK and JSJ. Yew HK itself has no business operations or assets other than holding of equity interests in JSJ. JSJ had no business operations and assets with a book value of approximately $3,000, including approximately $3,000 in cash at December 31, 2018. JSJ also holds the VIE interests in HDS through the contractual arrangements (the “Contractual Arrangements”) described in Notes to Consolidated Financial Statements. On November 4, 2014, HDS established a new subsidiary, Harbin Yew Food Co. LTD. (“HYF”), to develop and cultivate wood ear mushroom. As of December 31, 2018, HYF had started pilot production with limited amount of sales. In the event that we are unable to enforce the Contractual Agreements, we may not be able to exert effective control over HDS and HYF, and our ability to conduct our business may be materially and adversely affected. If the applicable PRC authorities invalidate our Contractual Agreements for any violation of PRC laws, rules and regulations, we would lose control of the VIE and its subsidiary resulting in its deconsolidation in financial reporting and severe loss in our market valuation. On June 8, 2016, YBP established a new subsidiary, MC Commerce Holding Inc. (MC), to sales the Company’s yew products in American market. MC had limited operation activities for the year ended December 31, 2018.
Critical accounting policies and estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We continually evaluate our estimates, including those related to bad debts, allowance for obsolete inventory, and the classification of short and long-term inventory, the useful life of property and equipment and intangible assets, recovery of long-lived assets, income taxes, write-down in value of inventory, and the valuation of equity transactions. We base our estimates on historical experience and on various other assumptions that we believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of the financial statements.
Variable interest entities
Pursuant to ASC 810 and related subtopics related to the consolidation of variable interest entities, we are required to include in our consolidated financial statements the financial statements of VIEs. The accounting standards require a VIE to be consolidated by a company if that company is subject to the risk of loss for the VIE or is entitled to receive the VIE’s residual returns. VIEs are those entities in which we, through contractual arrangements, bear the risk of, and enjoy the rewards normally associated with ownership of the entity, and therefore we are the primary beneficiary of the entity. HDS is considered a VIE, and we are the primary beneficiary. We entered into agreements with HDS pursuant to which we shall receive 100% of HDS’s net income. In accordance with these agreements, HDS shall pay consulting fees equal to 100% of its net income to our wholly-owned subsidiary, JSJ. JSJ shall supply the technology and administrative services needed to service the HDS.
The accounts of HDS are consolidated in the accompanying financial statements. As a VIE, HDS’ sales are included in our total sales, its income from operations is consolidated with ours, and our net income includes all of HDS’ net income, and their assets and liabilities are included in our consolidated balance sheets. The VIEs do not have any non-controlling interest and, accordingly, we did not subtract any net income in calculating the net income attributable to us. Because of the contractual arrangements, we have pecuniary interest in HDS that requires consolidation of HDS’ financial statements with our financial statements.
As required by ASC 810-10, we perform a qualitative assessment to determine whether we are the primary beneficiary of HDS which is identified as a VIE of us. A quality assessment begins with an understanding of the nature of the risks in the entity as well as the nature of the entity’s activities including terms of the contracts entered into by the entity, ownership interests issued by the entity and the parties involved in the design of the entity. The significant terms of the agreements between us and HDS are discussed above in the “Corporate Structure and Recapitalization - Second Restructure” section. Our assessment on the involvement with HDS reveals that we have the absolute power to direct the most significant activities that impact the economic performance of HDS. JSJ, our wholly own subsidiary, is obligated to absorb the risk of loss from HDS activities and is entitled to receive HDS’s expected residual returns. In addition, HDS’ shareholders have pledged their equity interest in HDS to JSJ, irrevocably granted JSJ an exclusive option to purchase, to the extent permitted under PRC Law, all or part of the equity interests in HDS and agreed to entrust all the rights to exercise their voting power to the person(s) appointed by JSJ. Under the accounting guidance, we are deemed to be the primary beneficiary of HDS and the results of HDS’ operation are consolidated in our consolidated financial statements for financial reporting purposes.
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Accordingly, as a VIE, HDS’ sales are included in our total sales, its income from operations is consolidated with our income from operations and our net income includes all of HDS’ net income. All the equity (net assets) and profits (losses) of HDS are attributed to us. Therefore, no non-controlling interest in HDS is presented in our consolidated financial statements. As we do not have any non-controlling interest and, accordingly, did not subtract any net income in calculating the net income attributable to us. Because of the Contractual Arrangements, YBP has a pecuniary interest in HDS that requires consolidation of HDS’ financial statements with those of ours.
Additionally, pursuant to ASC 805, as YBP and HDS are under the common control of the HDS Shareholders, the Second Restructure was accounted for in a manner similar to a pooling of interests. As a result, our historical amounts in the accompanying consolidated financial statements give retrospective effect to the Second Restructure, whereby our assets and liabilities are reflected at the historical carrying values and their operations are presented as if they were consolidated for all periods presented, with our results of operations being consolidated from the date of the Second Transfer Agreement. The accounts of HDS are consolidated in the accompanying financial statements.
Accounts receivable
Accounts receivable are presented net of an allowance for doubtful accounts. We maintain allowances for doubtful accounts for estimated losses. We review the accounts receivable balance on a periodic basis and make general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, we consider many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. We recognize the probability of the collection for each customer.
Inventories
Inventories consisted of raw materials, work-in-progress, finished goods-handicrafts, yew seedlings, yew candles and other trees (consisting of larix, spruce and poplar trees). We classify our inventories based on our historical and anticipated levels of sales; any inventory in excess of its normal operating cycle of one year is classified as long-term on our consolidated balance sheets. Inventories are stated at the lower of cost or net realizable value utilizing the weighted average method. Raw materials primarily include yew timber used in the production of products such as handicrafts, furniture and other products containing yew timber. Finished goods-handicraft and yew seedlings include direct materials and direct labor.
We estimate the amount of the excess inventories by comparing inventory on hand with the estimated sales that can be sold within our normal operating cycle of one year. Any inventory in excess of our current requirements based on historical and anticipated levels of sales is classified as long-term on our consolidated balance sheets. Our classification of long-term inventory requires us to estimate the portion of inventory that can be realized over the next 12 months.
To estimate the amount of slow-moving or obsolete inventories, we analyze movement of our products, monitor competing products and technologies and evaluate acceptance of our products. Periodically, we identify inventories that cannot be sold at all or can only be sold at deeply discounted prices. An allowance will be established if management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, we will record reserves for the difference between the carrying cost and the estimated net realizable value.
Our handicraft and yew furniture products are hand-made by traditional Chinese artisans.
In accordance with ASC 905, “Agriculture”, our costs of growing yew seedlings are accumulated until the time of harvest and are reported at the lower of cost or net realizable value, with cost computed on a weighted-average basis.
Property and equipment
Property and equipment are carried at cost and are depreciated on a straight-line basis (after taking into account their respective estimated residual value) over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired, or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. We examine the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable. The estimated useful lives are as follows:
| Building | 10-20 years | |||
| Machinery and equipment | 3-10 years | |||
| Office equipment | 2-5 years | |||
| Motor vehicles | 4-10 years |
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Land use rights and yew forest assets
All land in the PRC is owned by the PRC government and cannot be sold to any individual or company. We have recorded the amounts paid to the PRC government to acquire long-term interests to utilize land and yew forests as land use rights and yew forest assets. This type of arrangement is common for the use of land in the PRC. Yew trees on land containing yew tree forests are used to supply raw materials such as branches, leaves and fruit to us that will be used to manufacture our products. We amortize these land and yew forest use rights over the term of the respective land and yew forest use right, which ranges from 15 to 50 years. The lease agreements do not have any renewal option and we have no further obligations to the lessor. We record the amortization of these land and forest use rights as part of our cost of revenues.
Revenue recognition
The Company accounts for revenue arising from contracts and customers in accordance with Accounting Standards Update (ASU or Update) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which was adopted on January 1, 2018 using the full retrospective method. The adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings.
Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines those that are performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price, which is allocated to the respective performance obligation, when the performance obligation is satisfied. Generally, the Company’s performance obligations are satisfied when the customers take possession of the products, which normally occurs upon shipment or delivery depending on the terms of the contracts.
Income taxes
We are governed by the Income Tax Law of the PRC, Hong Kong and the United States. We account for income tax using the liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. We record a valuation allowance to offset deferred tax assets if based on the weight of available evidence; it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
We apply the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to our liability for income taxes. Any such adjustment could be material to our results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. Currently, we have no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
Stock-based compensation
Stock-based compensation is accounted for based on the requirements of the Share-Based Payment topic of ASC 718 which requires recognition in the financial statements of the cost of employee and director services received in exchange for an award of equity instruments over the period the employee or director is required to perform the services in exchange for the award. The Accounting Standards Codification also requires measurement of the cost of employee and director services received in exchange for an award based on the grant-date fair value of the award.
Pursuant to ASC 505-50, for share-based payments to consultants and other third-parties, compensation expense is determined at the “measurement date.” The expense is recognized over the period of services or the vesting period, whichever is applicable. Until the measurement date is reached, the total amount of compensation expense remains uncertain. We record compensation expense based on the fair value of the award at the reporting date. The awards to consultants and other third-parties are then revalued, or the total compensation is recalculated based on the then current fair value, at each subsequent reporting date.
Recent accounting pronouncements
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under ASU 2016-02, lessees will be required to recognize all leases (with the exception of short-term leases) at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees (for capital and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach.
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The standard will be effective for the Company beginning January 1, 2019, with early adoption permitted. The Company plans to adopt the standard effective January 1, 2019. The Company anticipates this standard will have a material impact on the Company’s consolidated balance sheets. However, the Company does not expect adoption will have a material impact on the Company’s consolidated statements of income. While the Company is continuing to assess potential impacts of the standard, the Company currently expects the most significant impact will be the recognition of ROU assets and lease liabilities for operating leases.
In May 2017, the FASB issue ASU 2017-09, “Compensation - stock compensation (Topic 718): scope of modification accounting”. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. An entity should account for the effects of a modification unless all the following are met: 1. The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in this ASU are effective for all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The adoption of this guidance don’t have a material impact on the Company’s consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting “, which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. These amendments align the accounting for share-based payment transactions with non-employees with accounting for share-based payment transactions with employees. An entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Upon transition, the entity is required to measure these nonemployee awards at fair value as of the adoption date. The entity must not remeasure assets that are completed. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of the adoption of ASU No. 2018-07 on its consolidated financial statements.
In July 2018, the FASB issued ASU 2018-09, “Codification Improvements”, which affects a wide variety of Topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. These amendments represent changes to clarify, correct errors in, or make minor improvements to the Codification, eliminating inconsistencies and providing clarifications in current guidance. Some of the amendments do not require transition guidance and will be effective upon issuance. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities. The Company is currently evaluating the impact of the adoption of ASU No. 2018-09 on its consolidated financial statements.
In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases”. These amendments affect narrow aspects of the guidance issued in the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company is currently evaluating the impact of the adoption of ASU No. 2018-10 on its consolidated financial statements.
In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements”. The amendments in this ASU affect the guidance issued in ASU 2016-02, Leases (Topic 842), which is not yet effective. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The amendments also provide lessors with a practical expedient to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component in certain circumstances. For the entities that have not adopted Topic 842, the effective date for this ASU are the same as those for ASU 2016-02, which is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2018-11 on its consolidated financial statements.
Currency exchange rates
Our functional currency is the U.S. dollar, and the functional currency of our operating subsidiaries and VIE is the RMB. All of our sales are denominated in RMB. As a result, changes in the relative values of U.S. dollars and RMB affect our reported levels of revenues and profitability as the results of our operations are translated into U.S. dollars for reporting purposes. In particular, fluctuations in currency exchange rates could have a significant impact on our financial stability due to a mismatch among various foreign currency-denominated sales and costs. Fluctuations in exchange rates between the U.S. dollar and RMB affect our gross and net profit margins and could result in foreign exchange and operating losses.
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Our exposure to foreign exchange risk primarily relates to currency gains or losses resulting from timing differences between signing of sales contracts and settling of these contracts. Furthermore, we translate monetary assets and liabilities denominated in other currencies into RMB, the functional currency of our operating subsidiaries. Our results of operations and cash flow are translated at average exchange rates during the period, and assets and liabilities are translated at the unified exchange rate at the end of the period. Translation adjustments resulting from this process are included in accumulated other comprehensive income in our statement of shareholders’ equity. We have not used any forward contracts, currency options or borrowings to hedge our exposure to foreign currency exchange risk. We cannot predict the impact of future exchange rate fluctuations on our results of operations and may incur net foreign currency losses in the future.
Our financial statements are expressed in U.S. dollars, which is the functional currency of our parent company. The functional currency of our operating subsidiaries and affiliates is RMB. To the extent we hold assets denominated in U.S. dollars, any appreciation of the RMB against the U.S. dollar could result in a charge in our statement of operations and a reduction in the value of our U.S. dollar denominated assets. On the other hand, a decline in the value of RMB against the U.S. dollar could reduce the U.S. dollar equivalent amounts of our financial results.
Recently enacted JOBS Act
We qualify as an “emerging growth company” under the recently enacted JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:
| ● | Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; |
| ● | Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency”; |
| ● | Obtain shareholder approval of any golden parachute payments not previously approved; and |
| ● | Disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive’s compensation to median employee compensation. |
In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.
We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.
Until such time, however, because the JOBS Act has only recently been enacted, we cannot predict whether investors will find our stock less attractive because of the more limited disclosure requirements that we may be entitled to follow and other exemptions on which we are relying while we are an “emerging growth company”. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our stock price may be more volatile.
Results of Operations
The following tables set forth key components of our results of operations for the periods indicated, in dollars. The discussion following the table is based on these results:
| Years Ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| Revenues | $ | 37,596,942 | $ | 40,539,690 | ||||
| Cost of revenues | 26,872,694 | 35,477,713 | ||||||
| Gross profit | 10,724,248 | 5,061,977 | ||||||
| Operating expenses | 10,005,651 | 1,737,323 | ||||||
| Income from operations | 718,597 | 3,324,654 | ||||||
| Other expenses | (547,855 | ) | (111,006 | ) | ||||
| Income Tax | (1,493,183 | ) | (614 | ) | ||||
| Net income | (1,322,441 | ) | 3,213,034 | |||||
| Other comprehensive income (loss): | ||||||||
| Foreign currency translation adjustment | (2,352,663 | ) | 2,673,336 | |||||
| Comprehensive income (loss) | $ | (3,675,104 | ) | $ | 5,886,370 | |||
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Year Ended December 31, 2018 Compared to Year Ended December 31, 2017
Revenues
For the year ended December 31, 2018, we had total revenues of $37,596,942, as compared to $40,539,690 for the year ended December 31, 2017, a decrease of $2,942,748 or 7.26%. The decrease in total revenue was attributable to the decrease in revenues from handicrafts and others.
Total revenue is summarized as follows:
| Years Ended December 31, | Increase | Percentage | ||||||||||||||
| 2018 | 2017 | (Decrease) | Change | |||||||||||||
| TCM raw materials | $ | 23,487,940 | $ | 20,180,406 | $ | 3,307,534 | 16.39 | % | ||||||||
| Yew trees | 31,283 | 9,978 | 21,305 | 213.52 | % | |||||||||||
| Handicrafts | 19,707 | 50,559 | (30,852 | ) | (61.02 | )% | ||||||||||
| Others | 14,058,012 | 20,298,747 | (6,240,735 | ) | (30.74 | )% | ||||||||||
| Total | $ | 37,596,942 | $ | 40,539,690 | $ | (2,942,748 | ) | (7.26 | )% | |||||||
For the year ended December 31, 2018 compared to December 31, 2017, the increase in revenue of TCM raw material was mainly attributable to the increase in demand from our related parties, Yew Pharmaceutical and HDS Development. The decrease in revenue of handicrafts was mainly attributable to the decrease in market demand. The decrease in revenue of others was mainly attributable to the decrease in demand of yew candles, pine needle extract, handmade essential oil soaps, complex taxus cuspidate extract, and composite northeast yew extract.
Cost of Revenues
For the year ended December 31, 2018, cost of revenues amounted to $26,872,694 as compared to $35,477,713 for the year ended December 31, 2017, a decrease of $8,605,019 or 24.25%. For the year ended December 31, 2018, cost of revenues accounted for 71.48% of total revenues compared to 87.51% of total revenues for the year ended December 31, 2017.
Cost of revenues by product categories is as follows:
| Years Ended December 31, | Increase | Percentage | ||||||||||||||
| 2018 | 2017 | (Decrease) | Change | |||||||||||||
| TCM raw materials | $ | 12,449,587 | $ | 14,941,841 | $ | (2,492,254 | ) | (16.68 | )% | |||||||
| Yew trees | 19,447 | 7,954 | 11,493 | 144.49 | % | |||||||||||
| Handicrafts | 24,430 | 96,914 | (72,484 | ) | (74.79 | )% | ||||||||||
| Others | 14,379,230 | 20,431,004 | (6,051,774 | ) | (29.62 | )% | ||||||||||
| Total | $ | 26,872,694 | $ | 35,477,713 | $ | (8,605,019 | ) | (24.25 | )% | |||||||
The decrease in our cost of revenues for the year ended December 31, 2018 as compared to the year ended December 31, 2017 was primarily a result of the decrease in costs of revenue in others and TMC raw materials.
The decrease in cost of revenues in TCM raw materials, while the revenue increased, were primarily attributable to the inventory write-down of TCM raw materials of approximately $Nil for the year ended December 31, 2018, compared with $8,230,000 for the year ended December 31, 2017.
The decrease in cost of revenues in others was in line with the decrease in the sales of others, such as yew candles, pine needle extracts and essential oil soaps.
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Gross Profit
For the year ended December 31, 2018, gross profit was $10,724,248 as compared to $5,061,977 for the year ended December 31, 2017, representing gross profit margins of 28.52% and 12.49%, respectively. Gross profit margins by categories are as follows:
| Years Ended December 31, | ||||||||||||
| 2018 | 2017 | Increase | ||||||||||
| TCM raw materials | 47.00 | % | 25.96 | % | 21.04 | % | ||||||
| Yew trees | 37.84 | % | 20.28 | % | 17.55 | % | ||||||
| Handicrafts | (23.97 | )% | (91.68 | )% | 67.72 | % | ||||||
| Others | (2.28 | )% | (0.65 | )% | (1.63 | )% | ||||||
| Total | 28.52 | % | 12.49 | % | 16.04 | % | ||||||
The increase in our overall gross profit margin for the year ended December 31, 2018 as compared to the year ended December 31, 2017 was primarily attributable to the higher gross margin yields of TCM raw materials and Handicrafts.
The increase in our gross margin percentage related to the sale of TCM raw materials for the year ended December 31, 2018 as compared to the year ended December 31, 2017, was primarily attributable to the inventory write-down of TCM raw materials of approximately $Nil for the year ended December 31, 2018, compared with $8,230,000 for the year ended December 31, 2017.
The increase in our gross margin percentage related to the sale of handicrafts for the year ended December 31, 2018 as compared to the year ended December 31, 2017 was primarily attributable less impairment of handicrafts due to obsolete inventory.
Operating Expenses
For the year ended December 31, 2018, operating expenses amounted to $10,005,651, as compared to $1,737,323 for the year ended December 31, 2017, an increase of $8,268,328 or 475.92%.
The increase was mainly due to the fact that the Company accrued bad debt expense in the amount of $7,921,979, compared with $Nil for the year ended December 31, 2017.
Income from Operations
For the year ended December 31, 2018, income from operations was $718,597, as compared to income from operations of $3,324,654 for the year ended December 31, 2017, a decrease of $2,606,057, or 78.39%. The decrease was primarily attributable to the increase in general and administrative expense, partially offset by the increase in gross profit from other segment.
Other Expenses
For the year ended December 31, 2018, total other expense was $547,855 as compared to total other expense was $111,006 for the year ended December 31, 2017. The increase is mainly attributable to the increase of exchange loss, partially offset by the increase of other income.
Net Income
As a result of the factors described above, our net loss was $1,322,441 or $0.03 per share (basic and diluted), for the year ended December 31, 2018, as compared to net income of $3,213,034 or $0.06 per share (basic and diluted, respectively), for the year ended December 31, 2017.
Foreign Currency Translation Adjustment
For the year ended December 31, 2018, we reported an unrealized loss on foreign currency translation of $2,352,663, as compared to an unrealized gain of $2,673,336 for the year ended December 31, 2017. The change reflects the effect of the value of the U.S. dollar in relation to the RMB. These gains and loss are non-cash items. As described elsewhere herein, the functional currency of our subsidiary, JSJ, and our VIE, HDS and HYF, is RMB. The accompanying consolidated financial statements have been translated and presented in U.S. dollars using period end rates of exchange for assets and liabilities, and average rates of exchange for the period for net revenues, costs, and expenses. Net gains or loss resulting from foreign exchange transactions, if any, are included in the consolidated statements of income.
Comprehensive Income (Loss)
For the year ended December 31, 2018, comprehensive loss of $3,675,104 was derived from the sum of our net loss of $1,322,441 and foreign currency translation loss of $2,352,663. For the year ended December 31, 2017, comprehensive income of $5,886,370 was derived from the sum of our net income of $3,213,034 and foreign currency translation gain of $2,673,336.
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Segment Information
For the year ended December 31, 2018, we operated in two reportable business segments. The business of HDS, JSJ and HYF in PRC was managed and reviewed as PRC segment. The business of YBP, Yew Bio-Pharm (HK), and MC was managed and reviewed as USA segment.
Information with respect to these reportable business segments for the years ended December 31, 2018 and 2017 was as follows:
| For the year ended December 31, 2018 | For the year ended December 31, 2017 | |||||||||||||||||||||||
| Revenues- third parties | Revenues - related parties | Total | Revenues- third parties | Revenues - related party | Total | |||||||||||||||||||
| Revenues: | ||||||||||||||||||||||||
| PRC | $ | 40,418 | $ | 37,165,694 | $ | 37,206,112 | $ | 17,630,063 | $ | 22,905,224 | $ | 40,535,287 | ||||||||||||
| USA | 390,830 | - | 390,830 | 4,403 | - | 4,403 | ||||||||||||||||||
| Total revenues | $ | 431,248 | $ | 37,165,694 | $ | 37,596,942 | $ | 17,634,466 | $ | 22,905,224 | $ | 40,539,690 | ||||||||||||
During the years ended December 31, 2018 and 2017, the revenue from PRC segment was $37,206,112 and $40,535,287, respectively, decrease of $3,329,175 or 8.21% due to the decrease demand on PRC market. The decrease in PRC segment was mainly due to the decrease in revenue from third parties in the amount of $17,589,645, offset by the increase in revenue from related parties in the amount of 14,260,470.
During the years ended December 31, 2018 and 2017, the revenue from USA segment was $390,830 and $4,403, respectively, increase of $386,427 or 8776.45%. The increase in USA segment was due to the increase in revenue from third parties in the amount of $386,427 attributable to our China customers’ increased oversea demand.
Liquidity and Capital Resources
Liquidity is the ability of a company to generate funds to support its current and future operations, satisfy its obligations and otherwise operate on an ongoing basis. At December 31, 2018 and 2017, we had cash balances of $521,670 and $859,830, respectively. These funds were primarily located in various financial institutions located in China. Our primary uses of cash have been for the purchase of yew trees, land use rights and yew forest assets. Additionally, we use cash for employee compensation and working capital.
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The following table sets forth information as to the principal changes in the components of our working capital from December 31, 2017 to December 31, 2018:
| Category | December 31, 2018 | December 31, 2017 | Change | Percentage change | ||||||||||||
| Current assets: | ||||||||||||||||
| Cash | $ | 521,670 | $ | 859,830 | $ | (338,160 | ) | (39.33 | )% | |||||||
| Accounts receivable | 17,167 | 9,881,914 | (9,864,747 | ) | (99.83 | )% | ||||||||||
| Accounts receivable - related parties, net | 4,579,666 | 21,847,733 | (17,268,067 | ) | (79.04 | )% | ||||||||||
| Inventories, net | 6,204,954 | 2,579,190 | 3,625,764 | 140.58 | % | |||||||||||
| Prepaid expenses and other assets | 47,530 | 37,519 | 10,011 | 26.68 | % | |||||||||||
| Prepaid expenses - related parties | 32,318 | 57,202 | (24,884 | ) | (43.50 | )% | ||||||||||
| VAT recoverables | 985,831 | 170,564 | 815,267 | 477.98 | % | |||||||||||
| Current liabilities: | ||||||||||||||||
| Accounts payable | 268,359 | 460,202 | (191,843 | ) | (41,69 | )% | ||||||||||
| Accounts payable - related parties | - | 50,318 | (50,318 | ) | (100 | )% | ||||||||||
| Accrued expenses and other payables | 244,043 | 162,619 | 81,424 | 50.07 | % | |||||||||||
| Advance from customer | 145 | - | 145 | - | ||||||||||||
| Advance from customer- related party | 21,295 | - | 21,295 | - | ||||||||||||
| Taxes payable | 189,617 | 5,574 | 184,043 | 3301.81 | % | |||||||||||
| Due to related parties | 580,016 | 619,999 | (39,983 | ) | (6.45 | % | ||||||||||
| Short-term borrowing | 5,758,517 | 6,099,876 | (341,359 | ) | (5.60 | )% | ||||||||||
| Working capital: | ||||||||||||||||
| Total current assets | $ | 12,389,136 | $ | 35,433,952 | $ | (20,044,816 | ) | (65.04 | )% | |||||||
| Total current liabilities | 7,061,992 | 7,398,588 | (336,596 | ) | (4.55 | )% | ||||||||||
| Working capital | $ | 5,327,144 | $ | 28,035,364 | $ | (22,708,220 | ) | (81 | )% | |||||||
Our working capital decreased by $22,708,220 to $5,327,144 at December 31, 2018, from working capital of $28,035,364 at December 31, 2017. This decrease in working capital is primarily attributable to:
| ● | a decrease in accounts receivable of $9,864,747 |
| ● | a decrease in accounts receivable - related parties of $17,268,067 |
| ● | a decrease in cash of $338,160 |
| ● | an increase in inventory, net of $3,625,764 |
| ● | an increase in VAT recoverable of $815,267 |
| ● | a decrease in account payable - related parties of $50,318 |
| ● | a decrease in short-term borrowing of $341,359 |
| ● | an increase in tax payable of $184,043 |
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For the year ended December 31, 2018, net cash flow provided by operating activities was $32,466,961, as compared to net cash flow used in operating activities of $2,620,269 for the year ended December 31, 2017, an increase of $35,087,230. Because the exchange rate conversion is different for the balance sheet and the statements of cash flows, the changes in assets and liabilities reflected on the statements of cash flows are not necessarily identical with the comparable changes reflected on the balance sheets.
For the year ended December 31, 2018, net cash flow provided by operating activities of $32,466,961 was primarily attributable to:
| ● | net loss of approximately $1,322,441 adjusted for the add-back of non-cash items, such as depreciation of approximately $74,955, amortization of land use rights and yew forest assets of $679,942, bad debt expense of $7,921,979 , inventory write-down of $936,021, sale of yew forest assets as inventory of $10,286,709 and stock-based compensation of $1,067,548; and |
the receipt of cash from operations from changes in operating assets and liabilities, such as a decrease in accounts receivable of $9,703,757, accounts receivable-related parties of $8,807,450 and an increase in taxes payable of $1,386,784.
partially offset by:
| ● | the use of cash from changes in operating assets and liabilities, such as an increase in inventories, net of $6,076,549, VAT recoverables of $857,075, and a decrease in accounts payable of $186,113. |
For the year ended December 31, 2017, net cash flow used in operating activities of $2,620,269 was primarily attributable to:
| ● | net income of approximately $3,213,034 adjusted for the add-back of non-cash items, such as depreciation of approximately $68,000, amortization of land use rights and yew forest assets of approximately $3,679,000, and stock-based compensation of approximately $709,000; and |
the receipt of cash from operations from changes in operating assets and liabilities, such as an increase in accounts receivable-related parties of approximately $13,904,000, a decrease in accounts payable of approximately $2,325,000, and a decrease in note payable of approximately $1,211,000.
partially offset by:
| ● | the use of cash from changes in operating assets and liabilities, such as a decrease in accounts receivable of approximately $5,350,000, and decrease in VAT recoverables of approximately $1,537,000. |
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Net cash flow used in investing activities was approximately $32,800,000 for the year ended December 31, 2018. During the year ended December 31, 2018, we have purchase of property and equipment of approximately $44,000 and have made payment in approximately $32,755,000 for purchase of land use right and yew forest assets. Net cash flow used in investing activities was approximately $799,070 for the year ended December 31, 2017. During the year ended December 31, 2017, we have made payment in approximately $799,000 for purchase of land use right and yew forest assets.
Net cash flow provided by financing activities was approximately $26,000 for the year ended December 31, 2018 and consisted of repayment of short-term borrowings of approximately $9,027,000, and proceeds of approximately $9,013,000 from bank loan, and proceeds from exercise of stock options of $40,000. Net cash flow provided by financing activities was approximately $3,925,000 for the year ended December 31, 2017 and consisted proceeds of approximately $10,940,000 from bank loan, repayment of approximately $6,845,000 of bank loan, and repayment of approximately $171,000 to our related party.
We have historically financed our operations and capital expenditures through cash flows from operations, bank loans and advances from related parties. From March 2008 to September 2009, we received approximately $2.9 million of proceeds in the aggregate from offerings and sales of our common stock. Except for the portion used to pay for professional and other expenses in the U.S., substantial portions of the proceeds we received through sales of our common stock were retained in the PRC and used to fund our working capital requirements. As the PRC government imposes controls on PRC companies’ ability to convert RMB into foreign currencies and the remittance of currency out of China, from time to time, in order to fund our corporate activities in the U.S., Zhiguo Wang, our President and CEO, advanced funds to us in the U.S. and we repaid the amounts owed to him in RMB in the PRC.
It is management’s intention to expand our operations as quickly as reasonably practicable to capitalize on the demand opportunity for our products. We regularly review our cash funding requirements and attempt to meet those requirements through a combination of cash on hand, cash provided by operations and any potential available bank borrowings. We believe that we can continue meeting our cash funding requirements for our business in this manner over at least the next twelve months. The majority of our funds are maintained in RMB in bank accounts in China. We receive most of our revenue in the PRC. 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 by complying with certain procedural requirements. However, approval from China’s State Administration of Foreign Exchange (“SAFE”) or its local counterparts is required where RMB is to be converted into foreign currency and remitted out of China to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may also, at its discretion, restrict access to foreign currencies for current account transactions. As of December 31, 2018, and December 31, 2017, approximately $43.5 million and $44.9 million, respectively, of our net assets are located in the PRC. If the foreign exchange control system in the PRC prevents us from obtaining sufficient foreign currency to satisfy our currency demands, we may not be able to transfer funds deposited within the PRC to fund working capital requirements in the U.S. or pay any dividends in currencies other than the RMB, to our shareholders.
Contractual Obligations and Off-Balance Sheet Arrangements
We have certain potential commitments that include future estimated payments. Changes in our business needs, cancellation provisions, changing interest rates and other factors may result in actual payments differing from the estimates. We cannot provide certainty regarding the timing and amounts of payments. We have presented below a summary of the most significant assumptions used in our determination of amounts presented in the tables, in order to assist in the review of this information within the context of our consolidated financial position, results of operations and cash flows.
The following tables summarize our contractual obligations as of December 31, 2018, and the effect these obligations are expected to have on our liquidity and cash flows in future periods:
| Years Ending December 31: | ||||
| 2019 | $ | 59,732 | ||
| 2020 | 28,658 | |||
| 2021 | 30,168 | |||
| 2022 | 29,441 | |||
| 2023 | 29,441 | |||
| Thereafter | 274,680 | |||
| Total | $ | 452,120 | ||
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.
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| ITEM 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
General
Market risk represents the potential loss that may impact our financial position, results of operations or cash flows due to adverse changes in the financial markets. Market risk includes risks that arise from changes in interest rates, foreign currency exchange rates, commodity prices, equity prices and other market changes that affect market sensitive instruments. In pursuing our business plan, the primary market risk to which we were exposed is interest rate risk. However, we currently have no significant interest rate risk, as we have no consolidated debt.
| ITEM 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
See pages F-1 through F-33
| ITEM 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
On November 9, 2018, the board of directors of the Yew Bio-Pharm Group, Inc. (the “Company”) with the agreement of its auditor terminated the services MaloneBailey, LLP, its independent registered public accounting firm, (“MaloneBailey”), effective as of November 9, 2018. The reports of MaloneBailey on the Company’s financial statements for the years ended December 31, 2017 and 2016 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope or accounting principles. During the years ended December 31, 2017 and 2016, and in the subsequent period through November 9, 2018, there were no disagreements with MaloneBailey on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which if not resolved to the satisfaction of MaloneBailey, would have caused MaloneBailey to make reference to the matter in its reports on the Company’s financial statements for such periods.
On November 15, 2018, the Company, based on the decision of its board of directors, approved the engagement of Simon & Edwards, LLP, Diamond Bar, California (“S&E”) to serve as the Company’s independent registered public accounting firm, commencing November 15, 2018.
During the fiscal year ended December 31, 2017 and through the date of the board of directors’ decision, the Company did not consult S&E with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matter or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
| ITEM 9A. | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures as defined in the Exchange Act that are designed to ensure that information required to be disclosed by us in reports that we file under the Exchange Act is recorded, processed, summarized and reported as specified in the SEC’s rules and forms and that such information required to be disclosed by us in reports that we file under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure. Management, with the participation of our CEO, performed evaluations of the effectiveness of our disclosure controls and procedures as of December 31, 2018. Based on those evaluations, which identified material weaknesses in our internal control over financial reporting, our management, including our CEO, concluded that our disclosure controls and procedures were not effective as of December 31, 2018.
The specific material weaknesses identified by our management were as follows:
| ● | A lack of sufficient number of personnel to provide segregation within the functions consistent with the objectives of internal control; |
| ● | Lack of well-established procedures to identify, approve and report related party transactions |
| ● | A lack of control in place to review the condition of accounts receivable and inventories and assess the necessity to record any write-down of accounts receivable and inventory value; |
We expect the material weaknesses will be remediated by the end of fiscal year 2019. Until such time, however, as these material weaknesses in our internal control over financial reporting are remediated, we expect to have continuing weaknesses in our internal control over financial reporting, disclosure controls and related procedures.
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Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our CEO and CFO, we conducted evaluations of the effectiveness of our internal control over financial reporting based on the framework in Internal Control Integrated Framework that was issued in 2013 by the Committee of Sponsoring Organizations of the Treadway Commission. Based on those evaluations, our management concluded that, due to the material weaknesses described above, our internal control over financial reporting was not effective as of December 31, 2018.
Remediation of Material Weakness in Internal Control over Financial Reporting
Through our increased awareness and remediation efforts, we believe that our actions will result in an improvement in our internal control over financial reporting in fiscal year 2019. Specifically, we plan to recruit more accounting staff, conduct ongoing US GAAP trainings, and through our internal reviews and improved control procedures, we will identify certain prior accounting errors and make appropriate error corrections and disclosures, to prevent potential future material misstatements. In addition, we plan to make improvement throughout fiscal year 2019 to achieve our overall remediation target and objectives. Management believes that the actions described above will remediate the material weaknesses we have identified in fiscal year 2018. As we work towards improvement of our internal control over financial reporting and implementation of the remediation measures, we may supplement or modify these remediation measures as appropriate.
Our management believes that our disclosure controls and procedures provide a reasonable level of assurance of achieving their objectives. Our management does not expect, however, that our disclosure controls and procedures or internal financial controls will prevent all errors or fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Changes in Internal Control over Financial Reporting
There have been no changes in our internal control over financial reporting during the fourth quarter of year 2018 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
| ITEM 9B. | OTHER INFORMATION |
None.
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| ITEM 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. |
Our directors and executive officers as of December 31, 2018, and additional information concerning them are as follows:
| Name | Age | Position | |||
| Zhiguo Wang | 57 | Chief Executive Officer, President, Chairman of the Board and Chief Financial Officer | |||
| Guifang Qi | 57 | Secretary and Director | |||
| Yuxi Xing | 58 | Chief Financial Officer | |||
| Xuehai Wu | 46 | Director | |||
| Guoshuang Tian | 56 | Director | |||
| Yongchun Shi | 55 | Director | |||
| Chang Liu | 41 | Director | |||
| Xiefeng Liu | 56 | Director |
Zhiguo Wang has been the President and a director of YBP since the company was incorporated in November 2007 and has been the Chief Financial Officer since December 15, 2013. Mr. Wang founded our company in 1996 and has served as Chairman of the Board and General Manager of HDS since its inception. Since August 2007, Mr. Wang has served as executive director of the China National Forest Industry Association. In January 2007, he was elected to the first board of directors by the Heilongjiang Province Pharmaceutical Professional Association. In August 2007, he was elected Executive Director of the China National Forest Industry Association. In December 2010, Mr. Wang was elected vice chairman of the Heilongjiang Province Forestry Industry Association. Mr. Wang is also involved in the management of other businesses, including Yew Pharmaceutical, Kairun and ZTC. He currently devotes approximately 71% of his time, or 120 hours per month, on average, to the Company’s business. Mr. Wang graduated from Northeast Forestry University, located in Harbin, for both his undergraduate and graduate degrees. Mr. Wang is the husband of Guifang Qi.
Guifang Qi was the Treasurer of YBP from May 2010 until December 15, 2013 when she took over the position of Secretary. She has been a director of YBP since December 2010. Since 1997, she has also served as Vice General Manager of HDS in charge of purchasing and suppliers. Madame Qi graduated from Mudanjiang Forestry School, located in Mudanjiang, Heilongjiang Province, where she majored in forestry. Madame Qi is the wife of Zhiguo Wang.
Yuxi Xing was employed as auditing specialist by Heilongjiang Muleng Forestry Management Bureau (“HMFMB”) from January 1997 to December 1998. From January 1999 to May 2018, Mr. Xing was employed by Heilongjiang Mudanjiang River Forestry Management Bureau as Deputy-head level researcher of the Finance Department. From June until present, Mr. Xing was employed as Financial Director of Mudanjiang Hongtao Real Estate Development LLC. He is also a principal of Heilongjiang Lianbang Accounting LLC. Mr. Xing received his accounting degree in 1982 from Heilongjiang River Forestry Vocational and Technical College and in 1991 he received his Bachelor of Financial Management degree from Harbin Institute of Technology.
Xuehai Wu has been the Deputy General Manager of Harbin Yew Science and Technology Development Co., Ltd. (“HDS”), a subsidiary of the Company, since April, 2014. From October, 2011 until March 2014, Mr. Hu was the Chairman of the Board of Heilongjiang ZhiLong Pharmaceutical Technology Development Co., Ltd. and from June 2007 until September 2011, he was the Deputy General Manager for HaGaoKe White Swan Pharmaceutical Group Co. Ltd. From October, 2005 until June, 2007, Mr. Wu was the Chief Engineer of Harbin SongHe Pharmaceutical Co., Ltd. Mr. Wu graduated with a Bachelor degree from Northeast Agricultural University (China) where he majored in Biological Science.
Guoshuang Tian, Male, ethnic Han, born in July 1963 in Jilin Province. At present he holds the position of Dean of the Economics and Management School of Northeast Forestry University. Moreover, he has many other titles: in the school, he is Professor, Doctoral Supervisor, Postdoctoral Cooperation Supervisor, and Academic Leader of Heilongjiang Key Professional Accounting Major; in the society, he is the member of Agricultural and Forestry Economic Management Subject Appraisal Group of the State Council Academic Degree Committee, Vice president of China Forestry Economics association, Member of Accounting Society of China, Vice-general Secretary of Forestry Department of China Accounting Society, Expert of Agro forestry Ecological Expert Group of Heilongjiang Province Scientific Advisory Committee, Vice-chairman of Accounting Society of Heilongjiang Province, Vice-president of Heilongjiang Management Committee, Vice-president of Heilongjiang Application Economic Committee, Chief Editor of Green Finance and Accounting. He was invited to attend many discussion meetings about the key policy of state-owned forest region economic and social development, and put forward a large number of comments and suggestions for the revitalization of the northeast, forestry enterprise transformation, accounting personnel training. He presided over more than 20 projects and subjects research, including National Natural Science Foundation of China(NSFC), Ph.D. Program Foundation of Ministry of Education, State Forestry Administration, project of Accounting Society of China, Audit Society of China, Heilongjiang Province Social and Scientific Fund, Heilongjiang Province Natural and Scientific Fund, Soft Scientific Project of Heilongjiang Province Science and Technology Department. He was also involved in 7 scientific researches supporting by National Social and Scientific Fund, the Ministry of Education Humanities and Social Science Fund, China Postdoctoral fund. He published more than 100 papers in core journals such as Management World, EI and CSSCI, had 15 published monographs. He won one first prize and several third prizes of the excellent scientific research achievements of Heilongjiang province social science. He has trained 23 doctoral students and over 130 postgraduates.
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Yongchun Shi was born in Harbin City, Heilongjiang Province. In 1981, he majored in Forestry at Northeast Forestry University and received his bachelor’s degree in Agronomy. In 1985, he worked as a lecturer at Heilongjiang College of Logging Industry Managerial Personnel Training. In 2006, he started his postgraduate degree in engineering at Northeast Forestry University while teaching at Heilongjiang College of Logging Industry Managerial Personnel Training. In 2010, he was promoted to professor at Heilongjiang College of Logging Industry Managerial Personnel Training. Mr. Shi is currently employed as Head of Resources and Environment Department at Heilongjiang Vocational Institute of Ecological Engineering and as Secretary General of Heilongjiang Vocational Teaching Steering Committee of Environmental Protection.
Chang Liu, Female, Age 40. She has a Ph.D. of economics, professor, doctoral supervisor, deputy dean of Economics and Management School of Northeast Agricultural University, backbone of the Northeast Agricultural University Scholars, member of the Academic Degree Evaluation Committee of Economics and Management School, chief of the MBA education center. In 2001, she graduated from Finance Major of Economics and Management School of Northeast Agricultural University and in 2004; she received the finance master degree of Economics and Management School of Northeast Agricultural University. In 2007, she received her Ph.D. in finance of Economics and Management School of Northeast Agricultural University, to study in Michigan State University as visiting scholar for half year and from 2011 to 2012, studied in Utah State University as visiting scholar, proficiency in English. The main research direction is agricultural economic management, rural finance theory and policy.
She has presided over two national social science fund projects, got funding from more than 20 foundations, such as Heilongjiang Philosophy and Social Science Fund, Heilongjiang Natural Science Fund, Heilongjiang Higher Education Teaching Reform Fund, Study Abroad Returned Fund of Heilongjiang Department of Science and Technology, Heilongjiang Postdoctoral Sustentation Fund, and Harbin Science and Technology Research Plan Fund. In the report, Research on Chinese Peasant workers Returning home to Start-up under the Background of International Financial Crisis, she was the first person to comprehensively discuss how peasant workers started up their own business in home under the international financial crisis, through research and analysis for the future development of China’s regional economy, especially the rural areas, the report gave out detailed advises and suggestions, which was commented and praised by Wang Zuoshu, who was the member of Standing Committee of National People’s Congress and deputy director of National People’s Congress Culture and Public Health Committee. He presided over the project of Research on Credit Financing Problem of Heilongjiang Farmers’ Professional Cooperatives, funding by Heilongjiang Philosophy and Social Science Fund, and put out opinions and view points on speeding up the development of rural cooperative finance, being conducive to the establishment and development of farmers’ professional cooperatives financial service system. The research report was included in Heilongjiang Philosophy and Social science outstanding achievement guide. Her paper Empirical Study of the Relationship between Dynamic Capabilities and Organizational Performance of Rural Financial Enterprises was reprinted by National People’s Congress press on Studies of the Agricultural Economy. The countermeasures put forward in the paper were adopted by Heilongjiang Agriculture Committee, and was awarded the first prize for the 14th social science excellent scientific research achievements in Heilongjiang province. The views of this paper have played a positive role on the reform and development of China’s rural financial system. She published more than 50 papers in core journals such as Agricultural Economy Issues, CSSCI and so on, had 5 published monographs. She has won two first prizes of the Excellent Scientific Research Achievements of Heilongjiang Social Science and a second prize of the Excellent Scientific Research Achievements of Heilongjiang Higher School Cultural and Public Science. He has trained 2 doctoral students and over 20 postgraduates.
Xiefeng Liu, Male, Age 55. From September 1978 to July 1981, Mr. Liu was a student at Mudanjiang Forestry School; Silviculture Major. From July 1981 to September 1985 he was a teacher at Mudanjiang Forestry and Technical College 09/1985-07/1988. From July 1997 to July 2000, Mr. Liu worked as a Director, Lecturer and Senior Lecturer for Mudanjiang Forestry and Technical College. From May 2005 to December 2017, he was Director of Admission Office at Heilongjiang River Forestry Vocational and Technical College and then from January 1 2018 until the present he was Director of Research Department at Heilongjiang River Forestry Vocational and Technical College
Each of our director’s primary qualification to serve as such involves his or her extensive experience with different aspects of yew tree technology, cultivation, engineering and/or project management or investment banking and/or accounting and finance.
During the past ten years, there have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company, including any allegations (not subsequently reversed, suspended or vacated), permanent or temporary injunction, or any other order of any federal or state authority or self-regulatory organization, relating to activities in any phase of the securities, commodities, banking, savings and loan, or insurance businesses in connection with the purchase or sale of any security or commodity, or involving mail or wire fraud in any business. None of our directors presently serves as a director of any other public companies.
Involvement in Certain Legal Proceedings
None of our directors and officers has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors, nor 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 laws, except for matters that were dismissed without sanction or settlement. There have been no events under any bankruptcy act, no criminal proceedings, no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any of our directors, executive officers, promoters or control persons during the past ten years.
We are a “smaller reporting company” as defined in Rule 12b-2 under the Exchange Act and an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012. We do not have standing audit, compensation and corporate governance committees, or committees performing similar functions. Our Board, as a whole, handles the matters usually addressed by such committees. All of our directors are also executive officers of the Company.
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We maintain a corporate website and post our SEC filings on a page of that website. The information on our website is not, and shall not be deemed to be, a part of this proxy statement or incorporated by reference into this or any other filing we make with the SEC.
Board of Directors
Director Independence
The Board will consist of seven members, of which Guoshuang Tian, Yongchun Shi, Chang Liu and Xiefeng Liu meet the independence requirements of the Nasdaq Stock Market as currently in effect.
Meetings of the Board
Each of the directors attended 75% or more of the aggregate number of meetings of the Board in 2018.
Board Leadership
Our Company is led by Zhiguo Wang, who has served as both our Chief Executive Officer and Chairman of the Board since our incorporation in 2007. Our Board leadership structure is the traditional one most commonly utilized by other public companies in the United States, and we believe that this leadership structure has been effective for our Company. We believe that having a combined Chief Executive Officer/Chairman of the Board provides the right form of leadership and balance for our Company, given our small size. This structure provides us with a single leader for our company to ensure continuity of our operational, executive and Board functions.
Committees of the Board of Directors
The board of directors has created three committees - the audit committee, the compensation committee and the nominating and corporate governance committee. Each of the committees has a charter which we believe meets the NASDAQ requirements and will be composed of three independent directors.
Audit Committee
As of the date hereof, three members, Guoshuang Tian, Chang Liu and Xiefeng Liu, have been appointed to this committee. The audit committee will oversee, review, act on and report on various auditing and accounting matters to the board, including: the selection of our independent accountants, the scope of our annual audits, fees to be paid to the independent accountants, the performance of our independent accountants and our accounting practices, all as set forth in our audit committee charter.
Compensation Committee
As of the date hereof, three members, Zhiguo Wang, Yongchun Shi and Xiefeng Liu, have been appointed to this committee. The compensation committee will oversee the compensation of our chief executive officer and our other executive officers and review our overall compensation policies for employees generally as set forth in the audit committee charter. If so authorized by the board, the compensation committee may also serve as the granting and administrative committee under any option or other equity-based compensation plans which we may adopt. The compensation committee will not delegate its authority to fix compensation; however, as to officers who report to the chief executive officer, the compensation committee will consult with the chief executive officer, who may make recommendations to the compensation committee. Any recommendations by the chief executive officer are accompanied by an analysis of the basis for the recommendations. The committee will also discuss with the chief executive officer and other responsible officers the compensation policies for employees who are not officers. The compensation committee has the responsibilities and authority relating to the retention, compensation, oversight and funding of compensation consultants, legal counsel and other compensation advisers. The compensation committee members will consider the independence of such advisors before selecting or receiving advice from such advisors.
Nominating and Corporate Governance Committee
As of the date hereof, three members, Chang Liu, Yongchun Shi and Guoshuang Tian, have been appointed to this committee. The nominating and corporate governance committee will identify, evaluate and recommend qualified nominees to serve on our board; develop and oversee our internal corporate governance processes; and maintain a management succession plan.
Code of Business Conduct and Ethics
The Company has adopted a Code of Business Conduct and Ethics.
Communications with the Board
Shareholders and any interested parties may send correspondence to the Board or to any individual director, by mail to Corporate Secretary, Yew Bio-Pharm Group, Inc., 9460 Telstar, Ste. 6, El Monte, California, 91731 or by e-mail to hpang@yewbiopharm.com.
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Compliance with Section 16(a) of the Exchange Act
Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, 2018, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were satisfied.
| ITEM 11. | EXECUTIVE COMPENSATION |
EXECUTIVE COMPENSATION
The Summary Compensation Table shows certain compensation information for services rendered in all capacities for the fiscal years ended December 31, 2018, 2017 and 2016. Other than as set forth herein, no executive officer’s salary and bonus exceeded $100,000 in any of the applicable years. The following information includes the dollar value of base salaries, bonus awards, the number of stock options granted and certain other compensation, if any, whether paid or deferred.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-equity incentive plan compensation ($) | Non-qualified deferred compensation earnings ($) | All other compensation ($) | Total ($) | |||||||||||||||||||||||||
| Zhiguo Wang | 2018 | 9,071 | — | — | — | — | — | — | 9,071 | |||||||||||||||||||||||||
| President, | 2017 | 6,216 | — | — | — | — | — | — | 6,216 | |||||||||||||||||||||||||
| Chief Executive Officer | 2016 | 6,320 | — | — | — | — | — | — | 6,320 | |||||||||||||||||||||||||
| Guifang Qi | 2018 | 70,800 | — | — | — | — | — | — | 69,600 | |||||||||||||||||||||||||
| Treasurer, YBP and | 2017 | 69,600 | — | — | — | — | — | — | 69,600 | |||||||||||||||||||||||||
| Vice General Manager, HDS | 2016 | 69,600 | — | — | — | — | — | — | 69,600 | |||||||||||||||||||||||||
Employment Agreements
We have entered into employment agreements with our Chinese executive officers in the form and with the provisions specified by the Harbin Labor and Social Security Bureau. The provisions of these agreements are not negotiable and do not vary other than providing the term, title and salary of the individual employee.
We have entered into employment agreements with our executive officers in the past. Currently we have no written employment agreements with any of our executive officers.
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Outstanding Equity Awards at Fiscal Year-End
On December 13, 2012, at a special meeting of our shareholders (the “Special Meeting”), our shareholders approved the issuance of a stock purchase option (each, a “Founder’s Option” and collectively, the “Founders’ Options”) to Zhiguo Wang, Guifang Qi and Xingming Han (collectively, the “Founders”). Following the Special Meeting, the Board met on December 13, 2012 and, among other things, issued the Founders’ Options to the Founders.
The terms of each Founder’s Option are identical to each other except for the name of the optionee and the number of shares of the Company’s common stock subject to each such Founder’s Option. The principal terms of the Founders’ Options include the following:
| ● | each Founder’s Option is fully vested upon issuance; |
| ● | each Founder’s Option is exercisable for a period of five years from the date of issuance; the expiration date for each Founder’s Option is extended to December 31, 2019 |
| ● | each Founder’s Option is exercisable at $0.22 per share; and |
| ● | each Founder’s Option has a cashless exercise feature, pursuant to which, at the optionee’s election, he or she may choose to deliver previously-owned shares of YBP common stock in payment of the exercise price or not pay the exercise price of the Founder’s Option and receive instead a reduced number of shares of YBP common stock reflecting the value of the number of shares of YBP common stock equal to the difference, if any, between the aggregate fair market value of the shares issuable upon exercise of the Founder’s Option and the exercise price of the Founder’s Option. |
The following table provides information concerning unexercised options, stock that has not vested and equity incentive plan awards for each named executive officer outstanding at December 31, 2018.
| OPTION AWARDS | STOCK AWARDS | |||||||||||||||||||||||||||||||||
| Name | Number
of Securities Underlying Unexercised options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number
of Shares or Units of Stock that have not Vested (#) | Market Value of Shares or Units of Stock that have not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that have not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or other Rights that have not Vested ($) | |||||||||||||||||||||||||
| Zhiguo Wang | 5,000,000 | — | — | 0.22 | 12/31/2019 | — | — | — | — | |||||||||||||||||||||||||
| Guifang Qi | 2,488,737 | — | — | 0.22 | 12/31/2019 | — | — | — | — | |||||||||||||||||||||||||
We are authorized to issue up to 15,000,000 shares of common stock for grants under the 2012 Plan, which was adopted by our Board of Directors on September 25, 2012 and approved by our shareholders at the Special Meeting on December 13, 2012.
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Securities Authorized for Issuance Under Equity Compensation Plans
The following table provides certain information with respect to all of our equity compensation plans in effect as of December 31, 2018,
| Plan Category | Number of securities to be issued upon exercise of outstanding options, warrants and rights | Weighted- average exercise price of outstanding options, warrants and rights | Number of securities remaining available for issuance under equity compensation plans (excluding securities reflected in column | |||||||||
| Equity compensation plans approved by security holders | 7,800,000 | $ | 0.22 | 7,200,000 | ||||||||
Bonuses and Deferred Compensation
We do not have any bonus, deferred compensation or retirement plan. All decisions regarding compensation are determined by our board of directors.
Payment of Post-Termination Compensation
We do not have change-in-control agreements with any of our directors or executive officers, and we are not obligated to pay severance or other enhanced benefits to executive officers upon termination of their employment.
Board of Directors and Director Compensation
All directors hold office until the next annual meeting of shareholders and until their successors have been duly elected and qualified. Officers are elected by and serve at the discretion of the board of directors. We do not currently have any independent directors. Our directors do not receive compensation for serving in such capacity.
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| ITEM 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. |
The following table sets forth, as of March 31, 2019, the number of shares of our common stock owned of record and beneficially by all directors, executive officers, nominees for director and persons who beneficially own more than 5% of the outstanding shares of our common stock:
| Name and Address | Amount and Nature of Beneficial Ownership | Percentage of Class (1) | ||||||
| Directors and Executive Officers: | ||||||||
Zhiguo Wang (2)(3) No.234, Gexin Street Nangang District, Harbin City People’s Republic of China | 30,031,949 | 50.42 | % | |||||
Guifang Qi (2)(4) No.234, Gexin Street Nangang District, Harbin City People’s Republic of China | 30,031,949 | 50.42 | % | |||||
| Yuxi Xing 9460 Telstar Avenue, Suite 6 El Monte, CA 91731 | -0- | * | ||||||
| Xuehai Wu 9460 Telstar Avenue, Suite 6 El Monte, CA 91731 | 200,000 | * | ||||||
| Guoshuang Tian 9460 Telstar Avenue, Suite 6 El Monte, CA 91731 | -0- | * | ||||||
| Yongchun Shi 9460 Telstar Avenue, Suite 6 El Monte, CA 91731 | -0- | * | ||||||
| Yongchun Shi 9460 Telstar Avenue, Suite 6 El Monte, CA 91731 | -0- | * | ||||||
| Chang Liu 9460 Telstar Avenue, Suite 6 El Monte, CA 91731 | -0- | * | ||||||
| Xiefeng Liu 9460 Telstar Avenue, Suite 6 El Monte, CA 91731 | -0- | * | ||||||
| All Directors and Executive Officers and Nominees as a group (9 persons) | 30,231,949 | 50.42 | % | |||||
| * | less than 1% |
| (1) | Percentage ownership is based on 52,075,000 shares of YBP common stock deemed outstanding on December 31, 2018, assuming exercise of all outstanding Founders’ Options and granted Director’s Options, all of which are exercisable within 60 days. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible notes currently exercisable or convertible, or exercisable or convertible within 60 days, are deemed outstanding for determining the number of shares beneficially owned and for computing the percentage ownership of the person holding such options, but are not deemed outstanding for computing the percentage ownership of any other person. Except as indicated by footnote, the persons named in the table have sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them. |
| (2) | Zhiguo Wang and Guifang Qi are husband and wife. |
| (3) | Consists of (i) 20,103,475 shares held by Mr. Wang; (ii) 2,439,737 shares held by Madame Qi; and (iii) 5,000,000 shares which are issuable upon exercise of the Founder’s Option issued to Mr. Wang, which option is exercisable within 60 days; and (iv) 2,488,737 shares which are issuable upon exercise of the Founder’s Option issued to Madame Qi, which option is exercisable within 60 days. |
| (4) | Consists of (i) 2,439,737 shares held by Madame Qi; (ii) 20,103,475 shares held by Mr. Wang; (iii) 2,488,737 shares which are issuable upon exercise of the Founder’s Option issued to Madame Qi, which option is exercisable within 60 days; and (iv) 5,000,000 shares which are issuable upon exercise of the Founder’s Option issued to Mr. Wang, which option is exercisable within 60 days. |
48
| ITEM 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE. |
Transactions with Yew Pharmaceutical
On January 9, 2010, the Company entered into a Cooperation and Development Agreement (the “Development Agreement”) with Yew Pharmaceutical. Pursuant to the Development Agreement, for a period of ten years expiring on January 9, 2020, the Company shall supply cultivated yew raw materials to Yew Pharmaceutical that will be used by Yew Pharmaceutical to make traditional Chinese medicines and other pharmaceutical products, at price of RMB 1,000,000 (approximately $145,000) per metric ton. In addition, the Company entered into a series of wood ear mushroom selling agreements with Yew Pharmaceuticals, pursuant to which the Company sells wood ear mushroom collected from local peasants to Yew Pharmaceuticals for manufacturing of wood ear mushroom products. Furthermore, the Company entered into a series of yew candles, yew essential oil soap, complex taxus cuspidate extract, composite northeast yew extract, and pine needle extracts purchase agreements with Yew Pharmaceuticals, pursuant to which the Company purchases yew candles, yew essential oil soap, complex taxus cuspidate extract, composite northeast yew extract, and pine needle extracts as finished goods and then sells to third party and related party.
For the years ended December 31, 2018 and 2017, total revenues from Yew Pharmaceutical under the above agreement amounted to $21,673,772 and $20,180,406. At December 31, 2018 and 2017, the Company had $1,408,321 and $21,647,828 accounts receivable from Yew Pharmaceutical, respectively.
For the years ended December 31, 2018 and 2017, the total purchase of yew candles, yew essential oil soap, complex taxus cuspidate extract, composite northeast yew extract, and pine needle extracts from Yew Pharmaceutical amounted to $22,454,476 and $15,042,178, respectively.
At December 31, 2018 and 2017, HYF had $0 and $39,974, respectively, due to Yew Pharmaceutical, which represents an unsecured loan bearing no interest and payable on demand and was included in due to related parties in the accompanying consolidated balance sheets.
Transactions with HDS Development
For the years ended December 31, 2018 and 2017, total revenue from HDS Development amounted to $1,814,169 and $Nil. As of December 31, 2018 and 2017, the Company had $981,618 and $Nil accounts receivable, which were net of allowance for doubtful account $763,481 and $Nil from HDS Development, respectively. For the years ended December 31, 2018 and 2017, the Company recorded bad debt expense for HDS development in the amount of $793,699 and $Nil, respectively.
Transactions with Changzhi Du
For the year ended 2017, HDS purchased yew seedlings from Changzhi Du in the amount of $1,086,281. As of December 31, 2017, the Company had no accounts payable to Changzhi Du.
Transactions with Jinguo Wang
For the years ended December 31, 2018 and 2017, HDS purchased yew forest assets and yew seedlings from Jinguo Wang in the amount of $1,405,107 and $26,121, respectively. As of December 31, 2018 and 2017, the Company had no accounts payable to Jinguo Wang.
Transactions with Wonder Genesis Global Ltd.
For the years ended December 31, 2018 and 2017, total revenues from Wonder Genesis Global Ltd. amounted to $2,552,148 and $2,724,818. At December 31, 2018 and 2017, the Company has $Nil and $199,905 accounts receivable from Wonder Genesis Global Ltd., respectively.
Transactions with Lifeforfun Limited
For the years ended December 31, 2018 and 2017, total revenues from Lifeforfun Limited amounted to $1,159,021 and $Nil. As of December 31, 2018 and 2017, the Company had $1,080,919 and $Nil accounts receivable, which were net of allowance for doubtful account $74,448 and $Nil from Lifeforfun Limited, respectively. For the years ended December 31, 2018 and 2017, the Company recorded bad debt expense for Lifeforfun Limited in the amount of $77,395 and $Nil, respectively.
Transactions with DMSU
For the years ended December 31, 2018 and 2017, total revenues from DMSU amounted to $6,869,966 and $Nil . The Company wrote off accounts receivable in the amount of $6,782,442 from DMSU due to being uncollectable. As of December 31, 2018 and 2017, the Company had $ Nil and $ Nil accounts receivable from DMSU, respectively. For the years ended December 31, 2018 and 2017, the Company recorded bad debt expense for DMSU in the amount of $7,050,885 and $Nil, respectively.
49
Transactions with YIDA
For the years ended December 31, 2018 and 2017, total revenues from YIDA amounted to $3,085,648 and $Nil . As of December 31, 2018 and 2017, the Company had $1,108,808 and $Nil accounts receivable from YIDA, respectively.
Transactions with Ai Zhong Jing Mao
For the years ended December 31, 2018 and 2017, total revenues from Ai Zhong Jing Mao amounted to $10,970 and $0. As of December 31, 2018 and 2017, the Company had $21,295 and $Nil advance from Ai Zhong Jing Mao.
Transactions with ZTC
For the years ended December 31, 2018 and 2017, HDS purchased yew forest assets from ZTC in the amount of $6,458,773 and $0, respectively. Since the assets purchase occurred between entities under common control, the Company recorded the assets received at historical carrying costs recorded by ZTC, which amounted to $6,415,707. The difference of $43,066 between the actual contract price and carrying costs is recorded as additional paid-in capital. As of December 31, 2018 and 2017, the Company had no balance payable to ZTC.
Transactions with Xinlin
For the years ended December 31, 2018 and 2017, HDS purchased yew forest assets from Xinlin in the amount of $2,582,469 and $0, respectively. Since the assets purchase occurred between entities under common control, the Company recorded the assets received at historical carrying costs recorded by Xinlin, which amounted to $1,362,252. The difference of $1,220,217 between the actual contract price and carrying costs is recorded as additional paid-in capital. As of December 31, 2018 and 2017, the Company had no balance payable to Xinlin.
Transactions with Zhiguo Wang
For the years ended December 31, 2018 and 2017, HDS purchased yew forest assets from Zhiguo Wang in the amount of $1,269,918 and $Nil, respectively. As of December 31, 2018 and 2017, the Company had no balance payable to Zhiguo Wang. Since the assets purchase occurred between entities under common control, the Company recorded the assets received at historical carrying costs recorded by Zhiguo Wang, which amounted to $1,015,935. The difference of $253,983 between the actual contract price and carrying costs is recorded as additional paid-in capital.
Transactions with Others (Cai Wang, Jimin Lu, Xue Wang and Chunping Wang)
For the year ended December 31, 2018, HDS purchased yew forest assets from Cai Wang, Jimin Lu, Xue Wang and Chunping Wang in the amount of $2,324,525, $2,137,937, $1,863,756 and $3,266,259, respectively. As of December 31, 2018, the Company had no accounts payable to others.
Loans Guaranteed
As of December 31, 2018 and 2017, the Company’s certain loans were guaranteed by related parties (see note 8).
Operating Leases
On March 25, 2005, the Company entered into an Agreement for the Lease of Seedling Land with ZTC (the “ZTC Lease”). Pursuant to the ZTC Lease, the Company leased 361 mu of land from ZTC for a period of 30 years, expiring on March 24, 2035. Annual payments under the ZTC Lease are RMB 162,450 (approximately $24,000). The payment for the first five years of the ZTC Lease was due prior to December 31, 2010 and beginning in 2011, the Company is required to make full payment for the land use rights in advance for each subsequent five-year period. For the years ended December 31, 2018 and 2017, rent expense related to the ZTC Lease amounted to $24,559 and $24,042, respectively. At December 31, 2018 and 2017, prepaid rent to ZTC amounted to $29,530 and $56,177 which was included in prepaid expenses-related parties in the accompanying consolidated balance sheets.
50
On January 1, 2010, the Company entered into a lease for office space with Mr. Wang (the “Office Lease”). Pursuant to the Office Lease, annual payments of RMB15,000 (approximately $2,000) are due for each of the term. The term of the Office Lease is 15 years and expires on December 31, 2025. For the years ended December 31, 2018 and 2017, rent expense related to the Office Lease amounted to approximately $2,300 and $2,220, respectively. As of December 31, 2018 and 2017, the unpaid rent was $Nil and $1,881 respectively, which was included in due to related parties in the accompanying consolidated balance sheets.
On July 1, 2012, the Company entered into a lease for office space with Mr. Wang (the “JSJ Lease”). Pursuant to the JSJ Lease, JSJ leases approximately 30 square meter of office space from Mr. Wang in Harbin. Rent under the JSJ Lease is RMB10,000 (approximately $1,500) annually. The term of the JSJ Lease is three years and expires on June 30, 2015. On July 1, 2015, the Company and Mr. Wang renewed the JSJ Lease. The renewed lease expires on June 30, 2018. On July 1, 2018, the Company renewed JSJ Lease for three years, which will now expire on June 30, 2021. Pursuant to the renewed lease agreement, the annual payment will be RMB 10,000 (approximately $1,500). For the years ended December 31, 2018 and 2017, rent expense related to the JSJ Lease amounted to $1,512 and $1,480, respectively. As of December 31, 2018 and 2017, the unpaid rent was $6,544 and $5,380, respectively, which was included in due to related parties in the accompanying consolidated balance sheets.
The Company entered into two forest land leases with Mr. Wang. Pursuant to the Leases, Mr.Wang leases two forest land with area of 20 mu and 73 mu, respectively, to the Company for free. The leases terms are for the periods from January 9, 2008 to November 24, 2022 and from January 30, 2007 to December 30, 2026, respectively.
On January 1, 2015, HYF entered into an lease agreement with HBP, pursuant to which HBP leases a warehouse, with an area of 225 square meters, and a workshop, with an area of 50 square meters, both of which are located at No.1 Zisan Road, Shangzhi economic development district, Shangzhi City, Heilongjiang Province, to HYF in exchange for no consideration for the period from January 1, 2015 to December 31, 2020.
The Company leased office space in the A’cheng district in Harbin (the “A’cheng Lease”) from HDS Development on March 20, 2002. The A’cheng Lease is for a term of 23 years and expires on March 19, 2025. Pursuant to the A’cheng Lease, lease payment shall be made as follows:
| Period | Annual lease amount | Payment due date | ||||
| March 2002 to February 2012 | RMB | 25,000 | Before December 2012 | |||
| March 2012 to February 2017 | RMB | 25,000 | Before December 2017 | |||
| March 2017 to March 2025 | RMB | 25,000 | Before December 2025 | |||
For the years ended December 31, 2018 and 2017, rent expense related to the A’cheng Lease amounted approximately $3,700 and $3,700, respectively. At December 31, 2018 and 2017, the prepaid (unpaid) rent was $1,818 and $(1,921), respectively, which was included in due to related parties in the accompanying consolidated balance sheets.
The Company leased an apartment the Nangang district (the “Jixing Lease”) in Harbin from Ms. Qi on October 1, 2016. The term of Jixing Lease is one year. On October 1, 2017, the Company and Ms. Qi renewed the Jixing Lease. The renewed lease expires on September 30, 2018. On October 1, 2018, the Company and Ms. Qi renewed the Lease. The renewed lease expires on September 30, 2019. For the years ended December 31, 2018 and 2017, rent expense related to the Jixing Lease amounted $1,512 and $1,480, respectively. As of December 31, 2018 and 2017, the prepaid rent to Ms. Qi amounted to $970 and $1,025 respectively, which was included in prepaid expenses-related parties in the accompanying consolidated balance sheets.
Due to Related Parties
The Company’s officers, directors and other related parties, from time to time, provided advances to the Company for working capital purpose. These advances and payables are usually short-term in nature, non-interest bearing, unsecured and payable on demand. As of December 31, 2018, the Company had balance of due to Mr.Wang and HBP in the amount of $8,100 and $102,770, respectively. During the year ended December 31, 2017, the Company transferred a car with carrying amount of $82,491 to Zhiguo Wang to settle the same amount due to him. Due to Zhiguo Wang and Madame Qi, excluding the unpaid rents disclosed above and the borrowings from Madame Qi as disclosed below, amounted to $41,051 and $41,051 at December 31, 2018 and 2017, respectively, which was included in due to related parties in the accompanying consolidated balance sheets.
On May 15, 2015, the Company borrowed $648,000 from Madame Qi through the issuance of a subordinated promissory note. The note bears 2% interest per annum and shall be payable on or before November 15, 2015 (“Due Date”). Interest payment shall be made with principal on Due Date. On September 28, 2015, Madame Qi and the Company agreed to extend the Due Date to January 31, 2016, with the remaining terms of the note unchanged. On January 15, 2016, 2017 and 2018, the Company and Madame Qi entered into agreements to further extend the Due Date of the note to December 31, 2016, 2017 and 2018, respectively. During the years ended December 31, 2018 and 2017, the Company made repayments of $0 and $170,875 to Madame Qi, respectively. As of December 31, 2018 and 2017, the total borrowings including the interest were $428,095 and $428,095, which was included in due to related parties in the accompanying consolidated balance sheets.
51
The original structuring of the Company and the second restructure of the Company that we implemented in 2010 (the “Second Restructure”) involved transactions between the Company and Zhiguo Wang, Guifang Qi, who are also our directors and executive officers, and Xingming Han, a former director of the Company (collectively, the “HDS Shareholders”). These transactions were not negotiated at arm’s length. While we have not discovered any precedent under Nevada law for a transaction like the Second Restructure, it is possible that the Second Restructure should have been approved by YBP’s shareholders because it may be viewed as having involved the sale of all or substantially all of YBP’s assets in that the stock of HDS was transferred from a wholly-owned subsidiary, JSJ, to the HDS Shareholders. However, because the Company was not yet subject to the reporting obligations of the Exchange Act, YBP was unable to issue a proxy statement to its shareholders in connection with such approval. The Company sought and obtained shareholder ratification of the Second Restructure and all of the transactions effected in connection therewith at the Special Meeting on December 13, 2012.
The terms of the Founders’ Options have not been determined as a result of arm’s-length negotiations. The Board of Directors of YBP, which consists of the same persons who are the HDS Shareholders and the grantees of the Founders’ Options, sought and obtained shareholder approval of the issuance of the Founders’ Options at the Special Meeting on December 13, 2012.
| ITEM 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES. |
During 2018 and 2017, Simon & Edward, LLP and MaloneBailey, LLP, the Company’s independent auditors, have billed for their services as set forth below. In addition, fees and services related to the audit of the financial statements of the Company for the period ended December 31, 2018, as contained in this Report, are estimated and included for the fiscal year ended December 31, 2018.
| Years ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| Audit Fees – MaloneBailey, LLP | $ | 26,000 | $ | 91,000 | ||||
| Audit Fees – Simon & Edward, LLP | $ | 70,000 | $ | - | ||||
| Audit-Related Fees | $ | - | $ | - | ||||
| Tax Fees– Simon & Edward, LLP | $ | 10,000 | $ | - | ||||
| All Other Fees | $ | - | $ | - | ||||
| Total Fees | $ | 106,000 | $ | 91,000 | ||||
Pre-Approval Policy
Our Board as a whole pre-approves all services provided by Simon & Edward, LLP and MaloneBailey, LLP. For any non-audit or non-audit related services, the Board must conclude that such services are compatible with Simon & Edward, LLP and MaloneBailey, LLP independence as our auditors.
52
| ITEM 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
(a) Documents filed as part of this report:
1. Financial Statements
The consolidated financial statements contained herein are as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report.
2. Financial Statement Schedule
The consolidated financial statement schedule contained herein is as listed on the “Index to Consolidated Financial Statements” on page F-1 of this report. All other schedules have been omitted because they are not applicable, not required, or the information is included in the consolidated financial statements or notes thereto.
3. Exhibits
See Exhibit Index.
(b) Exhibits:
The following exhibits are attached hereto and incorporated herein by reference.
53
54
| Exhibit No. | Description | |
| 101.INS* | XBRL Instance Document | |
| 101.SCH* | XBRL Taxonomy Extension Schema Document | |
| 101.CAL* | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF* | XBRL Taxonomy Extension Definition Linkbase | |
| 101.LAB* | XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE* | XBRL Taxonomy Extension Presentation Linkbase Document |
| + | Management compensatory agreement |
| * | Filed herewith. |
| (1) | Incorporated by reference from the Company’s registration statement on Form 10, filed with the SEC on May 8, 2012. |
| (2) | Incorporated by reference from Amendment No. 1 to the Company’s registration statement on Form 10/A, filed with the SEC on June 29, 2012. |
| (3) | Incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on July 24, 2012. |
| (4) | Incorporated by reference from the Company’s Current Report on Form 8-K, filed with the SEC on December 19, 2012. |
| (5) | Incorporated by reference from the Company’s Proxy Statement, filed with the SEC on October 24, 2012. |
| (6) | Incorporated by reference from Amendment No.1 to the Company’s Registration Statement on Form S-1, filed with the SEC on January 23, 2013. |
| (7) | Incorporated by reference from the Company’s Form 10-K filed with the SEC on April 11, 2013 |
| (8) | Incorporated by reference from the Company’s Current Report on Form 8-K filed with the SEC on December 6, 2013. |
55
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| YEW BIO-PHARM GROUP, INC. | ||
| Date: May 7, 2019 | By: | /s/ ZHIGUO WANG |
| Zhiguo Wang | ||
| Chief Executive Officer | ||
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints, jointly and severally, Zhiguo Wang and Yuxi Xing, and each of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name | Title | Date | ||
| /s/ Zhiguo Wang | Chief Executive Officer, President, | May 7, 2019 | ||
| Zhiguo Wang | Secretary
and Chairman of the Board (Principal Executive Officer) |
|||
| /s/ Yuxi Xing | Chief Financial Officer | May 7, 2019 | ||
| Yuxi Xing | (Principal Accounting Officer) | |||
| /s/ Guifang Qi | Treasurer — Yew Bio-Pharm Group, Inc. | May 7, 2019 | ||
| Guifang Qi | and Director | |||
| /s/ Xuehai Wu | Director | May 7, 2019 | ||
| Xuehai Wu | ||||
| /s/ Chang Liu | Director | May 7, 2019 | ||
| Chang Liu | ||||
| /s/ Yongchun Shi | Director | May 7, 2019 | ||
| Yongchun Shi | ||||
| /s/ Xiefeng Liu | Director | May 7, 2019 | ||
| Xiefeng Liu | ||||
| /s/ Guoshuang Tian | Director | May 7, 2019 | ||
| Guoshuang Tian |
56
YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and 2017
CONTENTS
F-1
 |
3230 Fallow Field Drive Diamond Bar, CA 91765 Tel: +1 (909) 839-0188 Fax: +1 (909) 839-1128 |
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Yew Bio-Pharm Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Yew Bio-Pharm Group, Inc. and subsidiaries (the “Company”) as of December 31, 2018, the related consolidated statements of operations and comprehensive income (loss), changes in shareholders’ equity and cash flows, for the year then ended, and the related notes (collectively referred to the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting 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.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ Simon & Edward, LLP
Los Angeles, California
May 7, 2019
We have served as the Company’s auditor since 2018.
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the shareholders and board of directors of
Yew Bio-Pharm Group, Inc. and Subsidiaries,
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheet of Yew Bio-Pharm Group, Inc. and Subsidiaries (collectively, the “Company”) as of December 31, 2017, and the related consolidated statements of income and comprehensive income, stockholders’ equity, and cash flows for the year then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2017, and the results of their operations and their cash flows for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/ MaloneBailey, LLP
www.malonebailey.com
We have served as the Company’s auditor since 2012.
Houston, Texas
April 2, 2018
F-3
YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| December 31, | ||||||||
| 2018 | 2017 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | 521,670 | $ | 859,830 | ||||
| Accounts receivable | 17,167 | 9,881,914 | ||||||
| Accounts receivable - related parties, net of allowance for doubtful account $837,929 and nil | 4,579,666 | 21,847,733 | ||||||
| Inventories, net | 6,204,954 | 2,579,190 | ||||||
| Prepaid expenses - related parties | 32,318 | 57,202 | ||||||
| Prepaid expenses and other assets | 47,530 | 37,519 | ||||||
| VAT recoverables | 985,831 | 170,564 | ||||||
| Total Current Assets | 12,389,136 | 35,433,952 | ||||||
| LONG-TERM ASSETS: | ||||||||
| Long-term inventories, net | 1,824,128 | 10,546,648 | ||||||
| Property and equipment, net | 518,650 | 579,557 | ||||||
| Intangible assets | 45,359 | - | ||||||
| Land use rights and yew forest assets, net | 34,914,793 | 6,369,938 | ||||||
| Total Long-term Assets | 37,302,930 | 17,496,143 | ||||||
| Total Assets | $ | 49,692,066 | $ | 52,930,095 | ||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Accounts payable | $ | 268,359 | $ | 460,202 | ||||
| Accounts payable - related parties | - | 50,318 | ||||||
| Advance from customers | 145 | - | ||||||
| Advance from customers - related party | 21,295 | - | ||||||
| Accrued expenses and other payables | 244,043 | 162,619 | ||||||
| Taxes payable | 189,617 | 5,574 | ||||||
| Due to related parties | 580,016 | 619,999 | ||||||
| Short-term borrowings | 5,758,517 | 6,099,876 | ||||||
| Total Current Liabilities | 7,061,992 | 7,398,588 | ||||||
| NONCURRENT LIABILITIES: | ||||||||
| Taxes payable | 1,202,741 | - | ||||||
| Deferred income | 340,294 | 359,646 | ||||||
| Total Noncurrent Liabilities | 1,543,035 | 359,646 | ||||||
| Total Liabilities | 8,605,027 | 7,758,234 | ||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||
| Common Stock ($0.001 par value; 140,000,000 shares authorized; 52,075,000 and 51,875,000 shares issued and outstanding at December 31, 2018 and 2017) | 52,075 | 51,875 | ||||||
| Additional paid-in capital | 9,953,494 | 10,363,412 | ||||||
| Retained earnings | 28,965,217 | 30,287,658 | ||||||
| Statutory reserves | 3,762,288 | 3,762,288 | ||||||
| Accumulated other comprehensive income | (1,646,035 | ) | 706,628 | |||||
| Total Shareholders’ Equity | 41,087,039 | 45,171,861 | ||||||
| Total Liabilities and Shareholders’ Equity | $ | 49,692,066 | $ | 52,930,095 | ||||
See notes to consolidated financial statements
F-4
YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
| For the Years Ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| REVENUES: | ||||||||
| Revenues | $ | 431,248 | $ | 17,634,466 | ||||
| Revenues - related parties | 37,165,694 | 22,905,224 | ||||||
| Total Revenues | 37,596,942 | 40,539,690 | ||||||
| COST OF REVENUES: | ||||||||
| Cost of revenues | 1,241,279 | 17,810,948 | ||||||
| Cost of revenues - related parties | 25,631,415 | 17,666,765 | ||||||
| Total Cost of Revenues | 26,872,694 | 35,477,713 | ||||||
| GROSS PROFIT | 10,724,248 | 5,061,977 | ||||||
| OPERATING EXPENSES: | ||||||||
| Selling, general and administrative | 1,016,124 | 1,027,935 | ||||||
| Bad debt expense | 7,921,979 | - | ||||||
| Stock-based compensation | 1,067,548 | 709,388 | ||||||
| Total Operating Expenses | 10,005,651 | 1,737,323 | ||||||
| INCOME FROM OPERATIONS | 718,597 | 3,324,654 | ||||||
| OTHER INCOME (EXPENSES): | ||||||||
| Interest expense | (294,117 | ) | (225,023 | ) | ||||
| Other income (expense) | 84,012 | (33,961 | ) | |||||
| Exchange gains (loss) | (337,750 | ) | 147,978 | |||||
| Total Other Expenses | (547,855 | ) | (111,006 | ) | ||||
| INCOME BEFORE PROVISION FOR INCOME TAXES | 170,742 | 3,213,648 | ||||||
| PROVISION FOR INCOME TAXES | (1,493,183 | ) | (614 | ) | ||||
| NET INCOME(LOSS) | $ | (1,322,441 | ) | $ | 3,213,034 | |||
| COMPREHENSIVE INCOME (LOSS): | ||||||||
| NET INCOME(LOSS) | $ | (1,322,441 | ) | $ | 3,213,034 | |||
| OTHER COMPREHENSIVE INCOME (LOSS): | ||||||||
| Foreign currency translation adjustment | (2,352,663 | ) | 2,673,336 | |||||
| COMPREHENSIVE INCOME (LOSS) | $ | (3,675,104 | ) | $ | 5,886,370 | |||
| NET INCOME PER COMMON SHARE: | ||||||||
| Basic | $ | (0.03 | ) | $ | 0.06 | |||
| Diluted | $ | (0.03 | ) | $ | 0.06 | |||
| WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||||||
| Basic | 51,965,411 | 51,875,000 | ||||||
| Diluted | 51,965,411 | 53,934,497 | ||||||
See notes to consolidated financial statements
F-5
YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
For the Years Ended December 31, 2018 and 2017
Common Stock, Par Value $0.001 | Additional | Accumulated Other | Total | |||||||||||||||||||||||||
Number of Shares | Amount | paid-in Capital | Retained Earnings | Statutory Reserve | Comprehensive Income (Loss) | Shareholders’ Equity | ||||||||||||||||||||||
| Balance, December 31, 2016 | 51,875,000 | $ | 51,875 | $ | 9,654,024 | $ | 27,074,624 | $ | 3,762,288 | $ | (1,966,708 | ) | $ | 38,576,103 | ||||||||||||||
| Stock-based compensation | 709,388 | 709,388 | ||||||||||||||||||||||||||
| Net income for the year | 3,213,034 | 3,213,034 | ||||||||||||||||||||||||||
| Foreign currency translation adjustment | 2,673,336 | 2,673,336 | ||||||||||||||||||||||||||
| Balance, December 31, 2017 | 51,875,000 | 51,875 | 10,363,412 | 30,287,658 | 3,762,288 | 706,628 | 45,171,861 | |||||||||||||||||||||
| Issuance of common stock upon exercise of stock options | 200,000 | 200 | 39,800 | 40,000 | ||||||||||||||||||||||||
| Stock-based compensation | 1,067,548 | 1,067,548 | ||||||||||||||||||||||||||
| Net loss for the year | (1,322,441 | ) | (1,322,441 | ) | ||||||||||||||||||||||||
| Purchase of yew forest assets from entity under common control with price over carrying amount | (1,517,266 | ) | (1,517,266 | ) | ||||||||||||||||||||||||
| Foreign currency translation adjustment | (2,352,663 | ) | (2,352,663 | ) | ||||||||||||||||||||||||
| Balance, December 31, 2018 | 52,075,000 | $ | 52,075 | $ | 9,953,494 | $ | 28,965,217 | $ | 3,762,288 | $ | (1,646,035 | ) | $ | 41,087,039 | ||||||||||||||
See notes to consolidated financial statements
F-6
YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) | $ | (1,322,441 | ) | $ | 3,213,034 | |||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||||||||
| Depreciation | 74,955 | 67,790 | ||||||
| Bad debt expense | 7,921,979 | - | ||||||
| Amortization of land use rights and yew forest assets | 10,966,651 | 3,678,972 | ||||||
| Stock-based compensation | 1,067,548 | 709,388 | ||||||
| Inventory write-down | 936,021 | - | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable | 9,703,757 | 5,349,595 | ||||||
| Accounts receivable - related parties | 8,807,450 | (13,903,716 | ) | |||||
| Prepaid and other current assets | (11,811 | ) | 40,202 | |||||
| Prepaid expenses - related parties | 22,670 | 23,055 | ||||||
| Inventories | (6,076,549 | ) | 850,356 | |||||
| VAT recoverables | (857,075 | ) | 1,537,471 | |||||
| Accounts payable | (186,113 | ) | (2,325,337 | ) | ||||
| Accounts payable - related parties | (49,495 | ) | (607,503 | ) | ||||
| Accrued expenses and other payables | 93,469 | (195,047 | ) | |||||
| Advance from customer | 151 | - | ||||||
| Advance from customer-related party | 22,138 | - | ||||||
| Due to related parties | (33,128 | ) | (58,417 | ) | ||||
| Note payable | - | (1,210,833 | ) | |||||
| Deferred income | - | 221,992 | ||||||
| Taxes payable | 1,386,784 | (11,271 | ) | |||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | 32,466,961 | (2,620,269 | ) | |||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Purchase of property and equipment | (43,494 | ) | - | |||||
| Purchase of intangible assets | (1,950 | ) | - | |||||
| Purchase of land use rights and yew forest assets | (32,754,910 | ) | (799,070 | ) | ||||
| NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | (32,800,354 | ) | (799,070 | ) | ||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Proceeds from short-term borrowings | 9,013,268 | 10,940,220 | ||||||
| Repayments of short-term borrowings | (9,026,930 | ) | (6,844,634 | ) | ||||
| Proceeds from exercise of stock options | 40,000 | - | ||||||
| Repayments to related parties | - | (170,875 | ) | |||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 26,338 | 3,924,711 | ||||||
| EFFECT OF EXCHANGE RATE ON CASH | (31,105 | ) | 75,467 | |||||
| NET INCREASE (DECREASE) IN CASH | (338,160 | ) | 580,839 | |||||
| CASH - Beginning of the year | 859,830 | 278,991 | ||||||
| CASH - End of the year | $ | 521,670 | $ | 859,830 | ||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||
| Cash paid for: | ||||||||
| Interest | $ | 290,778 | $ | 189,403 | ||||
| Income taxes | $ | 114,899 | $ | 18,328 | ||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||||
| Operating expense paid by related party | $ | - | $ | 38,140 | ||||
| Settlement of due to related party with property and equipment | $ | - | $ | 82,491 | ||||
| Reclassification of inventories to land use rights and yew forest assets | $ | 9,802,656 | $ | 4,331,025 | ||||
See notes to consolidated financial statements
F-7
YEW BIO-PHARM GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Years Ended December 31, 2018 and 2017
NOTE 1 - ORGANIZATION AND PRINCIPAL ACTIVITIES
Yew Bio-Pharm Group, Inc. (individually “YBP” and collectively with its subsidiaries and affiliates, the “Company”) was incorporated under the law of the State of Nevada on November 13, 2007. At the time of its incorporation, YBP had no operations and no substantial assets.
On October 29, 2009, YBP established a wholly-owned subsidiary, Heilongjiang Jinshangjing Bio-Technology Development Co., Limited (“JSJ”), a wholly-owned foreign enterprise (“WOFE”) incorporated in the People’s Republic of China (“PRC”), as part of a restructure of the Company (the “First Restructure”).
Harbin Yew Science and Technology Development Co., Ltd. (“HDS”) is a limited liability company incorporated under the laws of the PRC on August 22, 1996. Until February 23, 2010, HDS was owned by Zhiguo Wang (“Mr. Wang”) (62.81%), his wife Guifang Qi (“Madame Qi”) (18.53%), Xingming Han (“Mr. Han”) (4.82%), a PRC individual named Yingjun Jiang (“Mr. Jiang”) (3.22%) and Heilongjiang Hongdoushan Ecology Forest Co., Ltd, (“HEFS”) (10.62%) (Mr. Wang, Madame Qi, Mr. Han, Mr. Jiang and HEFS are collectively referred to as the “Original Shareholders”). Mr. Wang is the President and a director of the Company. Madame Qi is the wife of Mr. Wang and an officer and director of the Company. Mr. Han was an officer and director of the Company. HEFS is owned primarily by Mr. Wang and Madame Qi.
Pursuant to the First Restructure, on February 23, 2010, the Company, through JSJ, entered into an Equity Transfer Agreement (collectively, the “First Transfer Agreements”) with each of the Original Shareholders. Pursuant to the First Transfer Agreements, the terms of which are substantially identical to each other, the Original Shareholders transferred all of their respective ownership in HDS to JSJ for an aggregate RMB45,000,000, which represents the amount of the then registered capital of HDS. As a result of this transaction, HDS became a wholly-owned subsidiary of JSJ. At February 23, 2010, the Company did not have working capital to pay the Original Shareholders this amount and, accordingly, the Company recorded this amount as a liability owed to the Original Shareholders. JSJ and the Original Shareholders also entered into a Supplemental Agreement dated February 26, 2010 (the “First Supplemental Agreement”), pursuant to which JSJ had the right to put the shares of HDS back to the Original Shareholders for the original purchase price of an aggregate RMB45,000,000, in the event that the transaction did not close or PRC governmental approval was not received, within six months following the execution of the First Transfer Agreements.
As of February 23, 2010, Mr. Wang, Madame Qi and Mr. Han (collectively, the “HDS Shareholders”) owned approximately 41.5% of YBP’s common stock (the “Common Stock”) and no other individual shareholder owned more than 2.5% of YBP’s Common Stock. Before, during and after the First Restructure, the HDS Shareholders served as the sole directors and principal executive officers of the Company and are responsible for all decisions and operations of the Company and HDS, and control the assets of the Company and HDS.
On May 10, 2010, JSJ, Mr. Wang, Mr. Jiang and HEFS entered into a Debtor’s and Creditors’ Rights Agreement (the “Creditors’ Agreement”), pursuant to which Mr. Jiang and HEFS assigned their rights, including the right to be paid for the HDS shares transferred by them to JSJ, under their respective First Transfer Agreements, to Mr. Wang, and Mr. Wang assumed the obligations of Mr. Jiang and HEFS under their respective First Transfer Agreements. Before, during and after the First Restructure, the HDS Shareholders served as the sole directors and principal executive officers of the Company.
In October 2010, the Company determined, in consultation with its professional advisors, that the First Restructure did not meet certain technical PRC legal requirements and that the Company would need to be further reorganized (the “Second Restructure”). Accordingly, on October 28, 2010, JSJ and each of the HDS Shareholders entered into new Equity Transfer Agreement (collectively, the “Second Transfer Agreements”), the terms of which are substantially identical to each other, pursuant to which 100% of the common stock of HDS was transferred by JSJ back to the HDS Shareholders for aggregate consideration of RMB45,000,000. Since the consideration of RMB45,000,000 due to the HDS Shareholders in the First Restructure had not yet been paid, pursuant to a Supplemental Agreement to the Second Equity Transfer Agreements dated February 16, 2011, the aggregate RMB45,000,000 amount payable by the HDS Shareholders to JSJ for the return of their HDS common stock in respect of the Second Restructure, was offset against JSJ’s liability to the HDS Shareholders in the same aggregate amount in respect of the First Transfer Agreements, which amount had not yet been paid by JSJ.
F-8
As discussed above, Mr. Jiang and HEFS had assigned to Mr. Wang their respective rights and obligations vis-a-vis JSJ resulting from the First Restructure, pursuant to the First Supplemental Agreement and the Creditors’ Agreement, since as of such time Mr. Jiang and HEFS had not yet been paid for the transfer of their interests in HDS to JSJ in the First Restructure in the amount of 3.22% and 10.62% of HDS’s equity interest, respectively. Therefore, in the Second Restructure, pursuant to the Second Transfer Agreements, JSJ transferred to Mr. Wang not only his previous shareholdings in HDS before the First Restructure (representing 62.81% of HDS’s total equity), but also an additional 13.84% of the equity in HDS as a result of Mr. Wang’s being assigned Mr. Jiang’s 3.22% equity interest in HDS and HEFS’s 10.62% equity interest in HDS.
After the foregoing transactions were completed, the HDS Shareholders then owned 100% of the shares of HDS in the following percentages:
| Mr. Wang | 76.65 | % | ||
| Madame Qi | 18.53 | % | ||
| Mr. Han | 4.82 | % |
Pursuant to a restructuring plan intended to ensure compliance with applicable PRC laws and regulations (the “Second Restructure”), on November 5, 2010, JSJ entered into a series of contractual arrangements (the “Contractual Arrangements”) with HDS and/or Zhiguo Wang, his wife Guifang Qi and Xingming Han (collectively with Mr. Wang and Madame Qi, the “HDS Shareholders”), as described below:
| ● | Exclusive Business Cooperation Agreement. Pursuant to the Exclusive Business Cooperation Agreement between JSJ and HDS (the “Business Cooperation Agreement”), JSJ has the exclusive right to provide to HDS general business operation services, including advice and strategic planning, as well as consulting services related to technology, research and development, human resources, marketing and other services deemed necessary (collectively, the “Services”). Under the Business Cooperation Agreement, JSJ has exclusive and proprietary rights and interests in all rights, ownership, interests and intellectual properties arising out of or created during the performance of the Business Cooperation Agreement, including but not limited to copyrights, patents, patent applications, software and trade secrets. HDS shall pay to JSJ a monthly consulting service fee (the “Service Fee”) in RMB that is equal to 100% of the monthly net income of HDS. Upon the prior written consent by JSJ, the rate of Service Fee may be adjusted pursuant to the operational needs of HDS. Within 30 days after the end of each month, HDS shall (a) deliver to JSJ the management accounts and operating statistics of HDS for such month, including the net income of HDS during such month (the “Monthly Net Income”), and (b) pay 80% of such Monthly Net Income to JSJ (each such payment, a “Monthly Payment”). Within ninety (90) days after the end of each fiscal year, HDS shall (a) deliver to JSJ financial statements of HDS for such fiscal year, which shall be audited and certified by an independent certified public accountant approved by JSJ, and (b) pay an amount to JSJ equal to the shortfall, if any, of the aggregate net income of HDS for such fiscal year, as shown in such audited financial statements, as compared to the aggregate amount of the Monthly Payments paid by HDS to JSJ in such fiscal year. HDS also granted an irrevocable and exclusive option to JSJ to purchase any and all of the assets of HDS, to the extent permitted under PRC law, at the lowest price permitted by PRC law. Unless earlier terminated in accordance with the provisions of the Business Cooperation Agreement or other agreements separately executed between JSJ and HDS, the Business Cooperation Agreement is for a term of ten years and expires on November 5, 2020; however, the term of the Business Cooperation Agreement may be extended if confirmed in writing by JSJ prior to the expiration of the term thereof. The period of the extended term shall be determined exclusively by JSJ and HDS shall accept such extended term unconditionally. Unless JSJ commits gross negligence, or a fraudulent act, against HDS, HDS shall not terminate the Business Cooperation Agreement prior to the expiration of the term, including any extended term. Notwithstanding the foregoing, JSJ shall have the right to terminate the Business Cooperation Agreement at any time upon giving 30 days’ prior written notice to HDS. |
| ● | Exclusive Option Agreement. Under an Exclusive Option Agreement among JSJ, HDS and each HDS Shareholder (individually, an “Option Agreement”), the terms of which are substantively identical to each other, each HDS Shareholder has granted JSJ or its designee the irrevocable and exclusive right to purchase, to the extent permitted under PRC law, all or any part of the HDS Shareholder’s equity interests in HDS (the “Equity Interest Purchase Option”) for RMB10. If an appraisal is required by PRC laws at the time when and if JSJ exercises the Equity Interest Purchase Option, the parties shall negotiate in good faith and, based upon the appraisal, make a necessary adjustment to the purchase price so that it complies with any and all then applicable PRC laws. Without the consent of JSJ, the HDS Shareholders shall not sell, transfer, mortgage or dispose of their respective shares of HDS stock. Additionally, without the prior consent of JSJ, the HDS Shareholders shall not in any manner supplement, change or amend the articles of association and bylaws of HDS, increase or decrease its registered capital, change the structure of its registered capital in any other manner, or engage in any transactions that could materially affect HDS’ assets, liabilities, rights or operations, including, without limitation, the incurrence or assumption of any indebtedness except incurred in the ordinary course of business, execute any major contract over RMB500,000, sell or purchase any assets or rights, incur of any encumbrance on any of its assets or intellectual property rights in favor of a third party or transfer of any agreements relating to its business operation to any third party. The term of each Option Agreement is ten years commencing on November 5, 2020 and may be extended at the sole election of JSJ. |
| ● | Equity Interest Pledge Agreement. In order to guarantee HDS’s performance of its obligations under the Business Cooperation Agreement, each HDS Shareholder, JSJ and HDS entered into an Equity Interest Pledge Agreement (individually, a “Pledge Agreement”), the terms of which are substantially similar to each other. Pursuant to the Pledge Agreement, each HDS Shareholder pledged all of his or her equity interest in HDS to JSJ. If HDS or the HDS Shareholders breach their respective contractual obligations and such breach is not remedied to the satisfaction of JSJ within 20 days after the giving of notice of breach, JSJ, as pledgee, will be entitled to exercise certain rights, including the right to foreclose upon and sell the pledged equity interests. During the term of the Pledge Agreement, the HDS Shareholder shall not transfer his or her equity interest in HDS or place or otherwise permit any other security interest of other encumbrance to be placed on such equity interest. Upon the full payment of the Service Fee under the Business Cooperation Agreement and upon the termination of HDS’s obligations thereunder, the Pledge Agreement shall be terminated. |
F-9
| ● | Power of Attorney. Under the Power of Attorney executed by each HDS Shareholder (each, a “Power of Attorney”), the terms of which are substantially similar to each other, JSJ has been granted an exclusive, irrevocable power of attorney to take actions in the place and stead of the HDS Shareholders, to act on behalf of the HDS Shareholder as his or her exclusive agent and attorney with respect to all matters concerning the HDS Shareholder’s equity interests in HDS, including without limitation, the right to: 1) attend shareholders’ meetings of HDS; 2) exercise all the HDS Shareholders’ rights, including voting rights under PRC laws and HDS’s Articles of Association, including but not limited to the sale or transfer or pledge or disposition of the HDS Shareholder’s equity interests in HDS in whole or in part; and 3) designate and appoint on behalf of the HDS Shareholders the legal representative, executive director, supervisor, manager and other senior management of HDS. |
To the extent that the Contractual Arrangements are enforceable under PRC law, as from time to time interpreted by relevant state agencies, they constitute the valid and binding obligations of each of the parties to each such agreement.
On November 29, 2010, YBP established a wholly-owned subsidiary, Yew Bio-Pharm Holdings Limited (“Yew Bio-Pharm (HK)”), a limited liability company incorporated under the laws of Hong Kong and on January 26, 2011, YBP transferred its ownership in JSJ to Yew Bio-Pharm (HK).
The Company believes that HDS is considered a VIE under ASC 810 “Consolidation”, because the equity investors in HDS no longer have the characteristics of a controlling financial interest, and the Company, through JSJ, is the primary beneficiary of HDS and controls HDS’s operations. Accordingly, HDS has been consolidated as a deemed subsidiary into YBP as a reporting company under ASC 810.
As required by ASC 810-10, the Company performs a qualitative assessment to determine whether the Company is the primary beneficiary of HDS which is identified as a VIE of the Company. A quality assessment begins with an understanding of the nature of the risks in the entity as well as the nature of the entity’s activities including terms of the contracts entered into by the entity, ownership interests issued by the entity and the parties involved in the design of the entity. The Company’s assessment on the involvement with HDS reveals that the Company has the absolute power to direct the most significant activities that impact the economic performance of HDS. JSJ is obligated to absorb a majority of the risk of loss from HDS activities and entitles JSJ to receive a majority of HDS’s expected residual returns. In addition, HDS’s shareholders have pledged their equity interest in HDS to JSJ, irrevocably granted JSJ an exclusive option to purchase, to the extent permitted under PRC Law, all or part of the equity interests in HDS and agreed to entrust all the rights to exercise their voting power to the person(s) appointed by JSJ. Under the accounting guidance, the Company is deemed to be the primary beneficiary of HDS and the results of HDS are consolidated in the Company’s consolidated financial statements for financial reporting purposes. Accordingly, as a VIE, HDS’s sales are included in the Company’s total sales, its income from operations is consolidated with the Company’s and the Company’s net income includes all of HDS’s net income. The Company does not have any non-controlling interest and, accordingly, did not subtract any net income in calculating the net income attributable to the Company. Because of the Contractual Arrangements, YBP has a pecuniary interest in HDS that requires consolidation of HDS’s financial statements with those of the Company.
Additionally, pursuant to ASC 805, as YBP and HDS are under the common control of the HDS Shareholders, the Second Restructure was accounted for in a manner similar to a pooling of interests. As a result, the Company’s historical amounts in the accompanying consolidated financial statements give retrospective effect to the Second Restructure, whereby the assets and liabilities of the Company are reflected at the historical carrying values and their operations are presented as if they were consolidated for all periods presented, with the results of the Company being consolidated from the date of the Second Transfer Agreement. The accounts of HDS are consolidated in the accompanying financial statements.
As of December 31, 2018, the Company agreed to waive all management fees to be payable by HDS and the Company expects to waive such management fees in the near future due to a need of working capital in HDS to expand HDS’s operations.
On November 4, 2014, HDS established a new subsidiary, Harbin Yew Food Co. Ltd. (“HYF”), to develop and cultivate wood ear mushroom. The Company plans to operate three production lines, including wood ear mushroom polysaccharide, powder, tea and other packaged wood ear mushroom products. The move marks the Company’s entrance into the organic food and functional beverage market. HYF had limited operation activities for the years ended December 31, 2018 and 2017.
On June 8, 2016, YBP established a new subsidiary, MC Commerce Holding Inc. (“MC”), in the State of California to sell yew oil candles and yew oil soaps in American market. MC had limited operation activities for the years ended December 31, 2018 and 2017. On July 26, 2016, YBP transferred its 49% equity interest in MC to HDS.
The Company is principally engaged in (1) processing and selling yew raw materials used in the manufacture of traditional Chinese medicine (“TCM”); (2) growing and selling yew tree seedlings and mature trees, including potted miniature yew trees; (3) manufacturing and selling furniture and handicrafts made of yew tree timber; and (4) selling agricultural products and export products (Yew candles, pine needle extracts, complex taxus cuspidate extract, composite northeast yew extract, and yew essential oil soap). The Company’s operating VIE and its subsidiary are located in Harbin, Heilongjiang Province, China.
F-10
YBP has no direct or indirect legal or equity ownership interest in HDS. However, through the Contractual Arrangements, the stockholders of HDS have assigned all their rights as stockholders, including voting rights and disposition rights of their equity interests in HDS to JSJ, our indirect, wholly-owned subsidiary. YBP is deemed to be the primary beneficiary of HDS and the financial statements of HDS are consolidated in the Company’s consolidated financial statements. At December 31, 2018 and 2017, the carrying amount and classification of the assets and liabilities in the Company’s balance sheets that relate to the Company’s variable interest in the VIE and VIE’s subsidiary are as follows:
December 31, 2018 | December 31, 2017 | |||||||
| Assets | ||||||||
| Cash | $ | 478,293 | $ | 798,514 | ||||
| Accounts receivable | - | 9,841,841 | ||||||
| Accounts receivable - related parties, net of allowance for doubtful account $837,929 and nil | 4,579,666 | 21,847,733 | ||||||
| Inventories (current and long-term), net | 6,567,144 | 10,680,304 | ||||||
| Prepaid expenses and other assets | 34,492 | 26,637 | ||||||
| Prepaid expenses - related parties | 32,318 | 57,202 | ||||||
| Property and equipment, net | 506,949 | 573,563 | ||||||
| Long-term investment in MC | 2,449,757 | - | ||||||
| Land use rights and yew forest assets, net | 34,914,793 | 6,326,529 | ||||||
| VAT recoverables | 985,831 | 170,564 | ||||||
| Total assets of VIE and its subsidiary | $ | 50,549,243 | $ | 50,322,887 | ||||
| Liabilities | ||||||||
| Accrued expenses and other payables | $ | 237,114 | $ | 162,004 | ||||
| Accounts payable | 10,410 | 325,117 | ||||||
| Accounts payable-related parties | - | 50,318 | ||||||
| Advance from customer | 145 | - | ||||||
| Advance from customer-related party | 21,295 | - | ||||||
| Short-term borrowings | 5,758,517 | 6,099,876 | ||||||
| Deferred income | 340,294 | 359,646 | ||||||
| Due to related parties and VIE holding companies | 658,501 | 735,774 | ||||||
| Total liabilities of VIE and its subsidiary | $ | 7,026,276 | $ | 7,732,735 | ||||
Although the structure the Company has adopted is consistent with longstanding industry practice, and is commonly adopted by comparable companies in China, the PRC government may not agree that these arrangements comply with PRC licensing, registration or other regulatory requirements, with existing policies or with requirements or policies that may be adopted in the future. There are uncertainties regarding the interpretation and application of PRC laws and regulations including those that govern the Company’s contractual arrangements, which could limit the Company’s ability to enforce these contractual arrangements. If the Company or any of its variable interest entities are found to be in violation of any existing or future PRC laws, rules or regulations, or fail to obtain or maintain any of the required permits or approvals, the relevant PRC regulatory authorities would have broad discretion to take action in dealing with such violations or failures, including levying fines, revoking business and other licenses of the Company’s variable interest entities, requiring the Company to discontinue or restrict its operations, restricting its right to collect revenue, requiring the Company to restructure its operations or taking other regulatory or enforcement actions against the Company. In addition, it is unclear what impact the PRC government actions would have on the Company and on its ability to consolidate the financial results of its variable interest entities in the consolidated financial statements, if the PRC government authorities were to find the Company’s legal structure and contractual arrangements to be in violation of PRC laws, rules and regulations. If the imposition of any of these government actions causes the Company to lose its right to direct the activities of HDS and through HDS’s equity interest in its subsidiary or the right to receive their economic benefits, the Company would no longer be able to consolidate the HDS and its subsidiary.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of consolidation
The consolidated financial statements include the financial statements of YBP, its subsidiaries and operating VIE and its subsidiary, in which the Company is the primary beneficiary. All significant intercompany balances and transactions have been eliminated on consolidation.
F-11
Details of the Company’s subsidiaries and variable interest entities (“VIE”) are as follows:
| Name | Domicile and Date of Incorporation | Registered Capital |
Effective Ownership |
Principal Activities | ||||||||
| Heilongjiang Jinshangjing Bio-Technology Development Co., Limited (“JSJ”) | PRC October 29, 2009 | US$ | 100,000 | 100 | % | Holding company | ||||||
| Yew Bio-Pharm Holdings Limited (“Yew Bio-Pharm (HK)”) | Hong Kong November 29, 2010 |
HK$ | 10,000 | 100 | % | Holding company of JSJ | ||||||
| Harbin Yew Science and Technology Development Co., Ltd. (“HDS”) | PRC August 22, 1996 | RMB | 45,000,000 | Contractual arrangements | Sales of yew tree components for use in pharmaceutical industry; sales of yew tree seedlings; the manufacture of yew tree wood handicrafts; and the sales of candle, pine needle extract, yew essential oil soap, complex taxus cuspidate extract and composite northeast yew extract | |||||||
| Harbin Yew Food Co., Ltd (“HYF”) | PRC November 4, 2014 | RMB | 100,000 | 100 | %(1) | Sales of wood ear mushroom drink | ||||||
| MC Commerce Holding Inc.(“MC”) | State of California, United State June 8, 2016 | 100 | %(2) | Sales of yew oil candles and yew oil soaps | ||||||||
(1) Wholly-owned subsidiary of HDS
(2) 51% owned by YBP and 49% owned by HDS
Method of accounting
The Company maintains its general ledger and journals with the accrual method accounting for financial reporting purposes. The consolidated financial statements and notes are representations of management. Accounting policies adopted by the Company conform to generally accepted accounting principles in the United States of America and have been consistently applied in the presentation of consolidated financial statements.
Use of estimates
The preparation of consolidated financial statements in accordance with generally accepted accounting principles in the United State of America (“U.S. GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company continually evaluates its estimates, including those related to bad debts, inventories, recovery of long-lived assets, income taxes, and the valuation of equity transactions. The Company bases its estimates on historical experience and on various other assumptions that it believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Any future changes to these estimates and assumptions could cause a material change to our reported amounts of revenues, expenses, assets and liabilities. Actual results may differ from these estimates under different assumptions or conditions. Significant estimates include allowance for accounts receivable, slow-moving and obsolete inventory, the classification of short and long-term inventory, the useful life of property and equipment and intangible assets, assumptions used in assessing impairment of long-term assets, write-down in value of inventory and the valuation of stock-based compensation.
Fair value of financial instruments
The Company adopted the guidance of Accounting Standards Codification (“ASC”) 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:
| ● | Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date. |
| ● | Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data. |
| ● | Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information. |
The carrying amounts reported in the balance sheets for cash, accounts receivable, accounts payable, note payable, and short-term borrowings, approximate their fair market value based on the short-term maturity of these instruments. The Company did not have any non-financial assets or liabilities that are measured at fair value on a recurring basis as of December 31, 2018 and 2017.
F-12
Transactions involving related parties cannot be presumed to be carried out on an arm’s-length basis, as the requisite conditions of competitive, freemarket dealings may not exist. Representations about transactions with related parties, if made, shall not imply that the related party transactions were consummated on terms equivalent to those that prevail in arm’s-length transactions unless such representations can be substantiated. It is not, however, practical to determine the fair value of amounts due from/to related parties due to their related party nature
Concentrations of credit risk
The Company’s operations are mainly conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.
Financial instruments which potentially subject the Company to concentrations of credit risk consist principally of cash and trade accounts receivable. Substantially all of the Company’s cash is maintained with state-owned banks within the PRC, and part of deposits are covered by insurance. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts. A portion of the Company’s sales are credit sales which are primarily to customers whose ability to pay is dependent upon the industry economics prevailing in these areas; however, concentrations of credit risk with respect to trade accounts receivables is limited due to generally short payment terms. The Company also performs ongoing credit evaluations of its customers to help further reduce credit risk.
At December 31, 2018 and 2017, the Company’s cash balances by geographic area were as follows:
| December 31, 2018 | December 31, 2017 | |||||||||||||||
| Country: | ||||||||||||||||
| United States | $ | 40,405 | 7.7 | % | $ | 58,265 | 6.8 | % | ||||||||
| China | 481,265 | 92.3 | % | 801,565 | 93.2 | % | ||||||||||
| Total cash | $ | 521,670 | 100.0 | % | $ | 859,830 | 100.0 | % | ||||||||
In China, a depositor has up to RMB500,000 insured by the People’s Bank of China Financial Stability Bureau (“FSD”). In the United States, the standard insurance amount is $250,000 per depositor in a bank insured by the Federal Deposit Insurance Corporation (“FDIC”). As of December 31, 2018, approximately $200,000 of the Company’s cash held by financial institutions, was insured, and the remaining balance of approximately $330,000 was not insured.
Cash
For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments purchased with original maturities of three months or less and money market accounts to be cash equivalents. As of December 31, 2018 and 2017, the Company has no cash equivalents.
Accounts receivable
Accounts receivable are presented net of an allowance for doubtful accounts. If necessary, the Company shall maintain allowances for doubtful accounts for estimated losses. The Company reviews accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, a customer’s historical payment history, its current credit-worthiness and current economic trends. Accounts are written off after exhaustive efforts at collection. At December 31, 2018 and 2017, the Company has an allowance for doubtful accounts in the amount of $837,929 and $0, respectively.
Inventories
Inventories, consisting of raw materials, work in process, yew seedlings and finished goods related to the Company’s yew products are stated at the lower of cost or net realizable value, with cost computed on a weighted-average basis . Raw materials primarily include yew wood used in the production of yew products such as furniture, ornaments, and other products containing yew wood, yew foliage and tender conifer foliage. Finished goods consist of yew handicrafts, yew candles, pine needle extracts, yew essential oil soap, complex taxus cuspidate extract and composite northeast yew extract products.
The Company estimates the amount of the excess inventories by comparing inventory on hand with the estimated sales that can be sold within its normal operating cycle of one year. Any inventory in excess of the Company’s current requirements based on historical and anticipated levels of sales is classified as long-term on its consolidated balance sheets. The Company’s classification of long-term inventory requires it to estimate the portion of inventory that can be realized over the next 12 months.
F-13
To estimate the amount of slow-moving or obsolete inventories, the Company analyzes movement of its products, monitors competing products and technologies and evaluates acceptance of its products. Periodically, the Company identifies inventories that cannot be sold at all or can only be sold at deeply discounted prices. An allowance will be established if management determines that certain inventories may not be saleable. If inventory costs exceed expected net realizable value due to obsolescence or quantities in excess of expected demand, the Company will record reserves for the difference between the carrying cost and the net realizable value, with cost computed on a weighted-average basis.
In accordance with Accounting Standards Codification (“ASC”) 905, “Agriculture”, our costs of growing Yew seedlings are accumulated until the time of harvest and are reported at the lower of cost or net realizable value, with cost computed on a weighted-average basis.
Property and equipment
Property and equipment are carried at cost and are depreciated on a straight-line basis (after taking into account their respective estimated residual value) over the estimated useful lives of the assets. The cost of repairs and maintenance is expensed as incurred; major replacements and improvements are capitalized. When assets are retired or disposed of, the cost and accumulated depreciation are removed from the accounts, and any resulting gains or losses are included in income in the year of disposition. The Company examines the possibility of decreases in the value of fixed assets when events or changes in circumstances reflect the fact that their recorded value may not be recoverable.
The estimated useful lives are as follows:
| Building | 10-20 years | |||
| Machinery and equipment | 3-10 years | |||
| Office equipment | 2-5 years | |||
| Motor vehicles | 4-10 years |
Land use rights and yew forest assets
All land in the PRC is owned by the PRC government and cannot be sold to any individual or company. The Company has recorded the amounts paid to the PRC government to acquire long-term interests to utilize land use rights and yew forests. This type of arrangement is common for the use of land in the PRC. Yew trees on land containing yew tree forests will be used to supply raw materials such as branches, leaves and fruit to the Company. The Company amortizes land use rights based on their terms and yew forest assets over the term of the respective land use rights or expected useful lives, which generally ranges from 15 to 50 years. The lease agreements do not have any renewal option and the Company has no further obligations to the lessor. The Company records the amortization of these land use rights and yew forest assets as part of its cost of revenues.
Impairment of long-lived assets
In accordance with ASC Topic 360, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of the assets may not be fully recoverable, or at least annually. The Company recognizes an impairment loss when the sum of expected undiscounted future cash flows is less than the carrying amount of the asset. The amount of impairment is measured as the difference between the asset’s estimated fair value and its book value. For years ended December 31, 2018 and 2017, the Company didn’t record any impairment charges on long-lived assets.
Revenue recognition
The Company accounts for revenue arising from contracts and customers in accordance with Accounting Standards Update (ASU or Update) No. 2014-09, Revenue from Contracts with Customers (“ASC 606”), which was adopted on January 1, 2018 using the full retrospective method. The adoption of ASC 606 did not impact the Company’s previously reported financial statements in any prior period nor did it result in a cumulative effect adjustment to retained earnings.
Under ASC 606, the Company recognizes revenue when its customer obtains control of promised goods, in an amount that reflects the consideration which the Company expects to receive in exchange for those goods. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the Company satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that Company will collect the consideration it is entitled to in exchange for the goods it transfers to the customer. At contract inception, once the contract is determined to be within the scope of ASC 606, the Company assesses the goods promised within each contract and determines those that are performance obligations and assesses whether each promised good is distinct. The Company then recognizes as revenue the amount of the transaction price, which is allocated to the respective performance obligation, when the performance obligation is satisfied. Generally, the Company’s performance obligations are satisfied when the customers take possession of the products, which normally occurs upon shipment or delivery depending on the terms of the contracts.
F-14
In general, the Company’s products within its segments are aligned according to the nature and economic characteristics of its products and provide meaningful disaggregation of each business segment’s results of operations. Disaggregation of revenue by business segment are included in Note 14 - SEGMENT INFORMATION.
Stock-based compensation
The Company accounts for stock options and other equity based compensation issued to employees in accordance with ASC 718 “Stock Compensation”. ASC 718 requires companies to measure the cost of services received in exchange for an award of an equity instrument based upon the grant-date fair value of the award. Stock-based compensation expense is recognized on a straight-line basis over the requisite service period. The Company accounts for non-employee share-based awards in accordance with ASC 505-50 “Equity-based payments to non-employees”.
Advertising
Advertising is expensed as incurred and is included in selling expenses in the accompanying Consolidated Statements of Operations and Comprehensive Income (loss). The Company incurred $31,346 and $0 for the years ended December 31, 2018 and 2017, respectively.
Shipping costs
Shipping costs are expensed as incurred and included in operating expenses and amount to $13,351and $47,765 for the years ended December 31, 2018 and 2017, respectively.
Research and development
Research and development costs are expensed as incurred. The costs primarily consist of salaries paid for the development and improvement of the Company’s products. Research and development costs of the years ended December 31, 2018 and 2017 were $0 and $0, respectively.
Employee benefits
The Company’s major operations and most employees are located in the PRC. The Company makes mandatory contributions to the PRC government’s health, retirement benefit and unemployment funds in accordance with the relevant Chinese social security laws. The costs of these payments are charged to the same accounts and in the same period as the related salary costs and are not material.
Income taxes
The Company is governed by the Income Tax Law of the People’s Republic of China, Hong Kong and the United States. The Company accounts for income tax using the liability method prescribed by ASC 740, “Income Taxes” . Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.
The Company applied the provisions of ASC 740-10-50, “Accounting for Uncertainty in Income Taxes”, which provides clarification related to the process associated with accounting for uncertain tax positions recognized in our financial statements. Audit periods remain open for review until the statute of limitations has passed. The completion of review or the expiration of the statute of limitations for a given audit period could result in an adjustment to the Company’s liability for income taxes. Any such adjustment could be material to the Company’s results of operations for any given quarterly or annual period based, in part, upon the results of operations for the given period. As of December 31, 2018, the Company had no uncertain tax positions, and will continue to evaluate for uncertain positions in the future.
F-15
Value added tax
The Company is subject to value added tax (“VAT”). The applicable VAT rate is 13% for agricultural products, 17% and 16% for handicraft products, yew essential oil soap, yew candles, complex taxus cuspidate extract, composite northeast yew extract and pine needle extracts sold in the PRC prior to and after May 1, 2018, respectively. The amount of VAT liability is determined by applying the applicable tax rate to the amount of goods sold (output VAT) less VAT accrued on purchases made with the relevant supporting invoices (input VAT). Sales and purchases are recorded net of VAT (the amount of VAT is excluded from revenues and costs) collected and paid as the Company acts as an agent for the government.
Government grants
Government grants include cash subsidies as well as other subsidies received from the PRC government by the subsidiaries and VIEs of the Company. Government grants are recognized when received and all the conditions specified in the grants have been met. As of December 31, 2018 and 2017, the Company had government grants of $340,294 and $359,646, respectively, for afforestation that were recorded initially as deferred income and to be recognized over the periods and in the proportions in which amortization expense on the trees is recognized.
Foreign currency translation
The accompanying consolidated financial statements are presented in U.S. dollars (“USD”). The reporting currency of the Company is the USD. The functional currency of Yew Bio-Pharm (HK) is the Hong Kong dollar, and the functional currency of the Company’s VIEs and subsidiaries located in the PRC is the RMB. For the subsidiaries whose functional currencies are the Hong Kong dollar or RMB, results of operations and cash flows are translated at average exchange rates during the period, assets and liabilities are translated at the unified exchange rate at the end of the period, and equity is translated at historical exchange rates. As a result, amounts relating to assets and liabilities reported on the statements of cash flows may not necessarily agree with the changes in the corresponding balances on the balance sheets. Translation adjustments resulting from the process of translating the local currency financial statements into U.S. dollars are included in determining comprehensive income. The foreign currency translation adjustment included in comprehensive income (loss) for the years ended December 31, 2018 and 2017 amounted to $(2,352,663) and $2,673,336, respectively.
The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions.
The exchange rates used to translate amounts in RMB into USD for the purposes of preparing the consolidated financial statements are as follows:
| 2018 | 2017 | |||||||
| Exchange rate on balance sheet dates: | ||||||||
| USD: RMB exchange rate | 6.8764 | 6.5064 | ||||||
| Average exchange rate for the year | ||||||||
| USD: RMB exchange rate | 6.6146 | 6.7570 | ||||||
The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that the RMB amounts could have been, or could be, converted into USD at the rates used in translation. In addition, the current foreign exchange control policies applicable in PRC also restrict the transfer of assets or dividends outside the PRC.
Net income per share of common stock
ASC 260 “Earnings per Share,” requires dual presentation of basic and diluted earnings per share (“EPS”) with a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity. Basic net income per share is computed by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding during the period. Diluted income per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during each period. Potentially dilutive common shares consist of restricted common stock and common stock options using the treasury stock method.
F-16
Comprehensive income
The Company follows ASC 220, “Comprehensive Income” to recognize the elements of comprehensive income. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. For the Company, comprehensive income (loss) for the years ended December 31, 2018 and 2017 included net income and unrealized gains (losses) from foreign currency translation adjustments.
Segment reporting
ASC Topic 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company. During the year ended December 31, 2017, the Company operated in four reportable business segments: (1) the yew tree segment - the cultivation and sale of yew seedlings and mature trees, (2) the traditional Chinese medicine (“TCM raw materials”) segment - the production and sale of raw materials or yew tree extract used for medicinal application in the pharmaceutical industry, (3) the handicrafts segment - the manufacture and sale of furniture and handicrafts made of yew timber, and (4) the others, mainly consisting of the transactions such as sale of yew essential oil soap, yew candles, complex taxus cuspidate extract, composite northeast yew extract and pine needle extracts.
The Company managed and reviewed its business as two operating segments starting from year 2018. The business of HDS, JSJ and HYF in PRC was managed and reviewed as PRC segment. The business of YBP, Yew Bio-Pharm (HK), and MC was managed and reviewed as USA segment. PRC and USA segments retain all of the reported consolidated amounts.
Related party transactions
A related party is generally defined as (i) any person that holds 10% or more of the Company’s securities including such person’s immediate families, (ii) the Company’s management, (iii) someone that directly or indirectly controls, is controlled by or is under common control with the Company, or (iv) anyone who can significantly influence the financial and operating decisions of the Company. A transaction is considered to be a related party transaction when there is a transfer of resources or obligations between related parties.
Collaborative arrangement
HDS entered into a Joint Venture Planting Agreement with Wuchang City Forestry Bureau on March 21, 2004 and a Joint Venture Planting Agreement with Qinan State-owned Bureau (the “Qinan Forest Bureau”) on June 14, 2018 (see Note 16), which is considered a collaborative arrangement under U.S. GAAP. The purpose of this arrangement is to share some of the risks and rewards associated with this Joint Venture Planting Agreement. The Company’s current share of profits is 80%. The Company accounts for this collaborative arrangement under ASC 808, “Collaborative Arrangements” and related topics and will record revenue gross as the prime contractor. ASC Topic 808-10-15 defines collaborative arrangements and requires collaborators to present the result of activities for which they act as the principal on a gross basis and report any payments received from (made to) the other collaborators based on other applicable authoritative accounting literature, and in the absence of other applicable authoritative literature, on a reasonable, rational and consistent accounting policy is to be elected. The Company adopted the provisions of ASC 808-10-15. The adoption of this statement did not have an impact on the Company’s consolidated financial position, results of operations or cash flows. For the years ended December 31, 2018 and 2017, the Company has not generated any revenues or activity from this collaborative agreement.
NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS
In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842)”. Under ASU 2016-02, lessees will be required to recognize all leases (with the exception of short-term leases) at the commencement date including a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and a right-of-use (ROU) asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessees (for capital and operating leases) must apply a modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The modified retrospective approach would not require any transition accounting for leases that expired before the earliest comparative period presented. Lessees may not apply a full retrospective transition approach.
F-17
The standard will be effective for the Company beginning January 1, 2019, with early adoption permitted. The Company plans to adopt the standard effective January 1, 2019. The Company anticipates this standard will have a material impact on the Company’s consolidated balance sheets. However, the Company does not expect adoption will have a material impact on the Company’s consolidated statements of income. While the Company is continuing to assess potential impacts of the standard, the Company currently expects the most significant impact will be the recognition of ROU assets and lease liabilities for operating leases.
In May 2017, the FASB issue ASU 2017-09, “Compensation - stock compensation (Topic 718): scope of modification accounting “. The amendments provide guidance on determining which changes to the terms and conditions of share-based payment awards require an entity to apply modification accounting under Topic 718. An entity should account for the effects of a modification unless all the following are met: 1. The fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the modified award is the same as the fair value (or calculated value or intrinsic value, if such an alternative measurement method is used) of the original award immediately before the original award is modified. If the modification does not affect any of the inputs to the valuation technique that the entity uses to value the award, the entity is not required to estimate the value immediately before and after the modification. 2. The vesting conditions of the modified award are the same as the vesting conditions of the original award immediately before the original award is modified. 3. The classification of the modified award as an equity instrument or a liability instrument is the same as the classification of the original award immediately before the original award is modified. The amendments in this ASU are effective for all entities for annual periods, including interim periods within those annual periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period, for public business entities for reporting periods for which financial statements have not yet been issued. The amendments in this ASU should be applied prospectively to an award modified on or after the adoption date. The adoption of this guidance didn’t have a material impact on the Company’s consolidated financial statements.
In June 2018, the FASB issued ASU 2018-07, “Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting “, which expands the scope of Topic 718 to include all share-based payment transactions for acquiring goods and services from nonemployees. These amendments align the accounting for share-based payment transactions with non-employees with accounting for share-based payment transactions with employees. An entity should only remeasure liability-classified awards that have not been settled by the date of adoption and equity-classified awards for which a measurement date has not been established through a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year of adoption. Upon transition, the entity is required to measure these nonemployee awards at fair value as of the adoption date. The entity must not remeasure assets that are completed. This standard will be effective for public business entities for fiscal years beginning after December 15, 2018 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company is currently evaluating the impact of the adoption of ASU No. 2018-07 on its consolidated financial statements.
In July 2018, the FASB issued ASU 2018-09, “Codification Improvements”, which affects a wide variety of Topics in the Codification and applies to all reporting entities within the scope of the affected accounting guidance. These amendments represent changes to clarify, correct errors in, or make minor improvements to the Codification, eliminating inconsistencies and providing clarifications in current guidance. Some of the amendments do not require transition guidance and will be effective upon issuance. However, many of the amendments do have transition guidance with effective dates for annual periods beginning after December 15, 2018, for public business entities. The Company is currently evaluating the impact of the adoption of ASU No. 2018-09 on its consolidated financial statements.
In July 2018, the FASB issued ASU 2018-10, “Codification Improvements to Topic 842, Leases”. These amendments affect narrow aspects of the guidance issued in the amendments in ASU 2016-02 including those regarding residual value guarantees, rate implicit in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase option, variable lease payments that depend on an index or a rate, investment tax credits, lease term and purchase option, transition guidance for amounts previously recognized in business combinations, certain transition adjustments, transition guidance for leases previously classified as capital leases under Topic 840, transition guidance for modifications to leases previously classified as direct financing or sales-type leases under Topic 840, transition guidance for sale and leaseback transactions, impairment of net investment in the lease, unguaranteed residual asset, effect of initial direct costs on rate implicit in the lease, and failed sale and leaseback transactions. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. The Company is currently evaluating the impact of the adoption of ASU No. 2018-10 on its consolidated financial statements.
In July 2018, the FASB issued ASU 2018-11, “Leases (Topic 842): Targeted Improvements”. The amendments in this ASU affect the guidance issued in ASU 2016-02, Leases (Topic 842), which is not yet effective. The amendments provide entities with an additional (and optional) transition method to adopt the new leases standard. Under this new transition method, an entity initially applies the new leases standard at the adoption date and recognizes a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. The amendments also provide lessors with a practical expedient to not separate non-lease components from the associated lease component and, instead, to account for those components as a single component in certain circumstances. For the entities that have not adopted Topic 842, the effective date for this ASU are the same as those for ASU 2016-02, which is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently evaluating the impact of the adoption of ASU No. 2018-11 on its consolidated financial statements.
F-18
NOTE 4 - INVENTORIES
Inventories consisted of raw materials, work-in-progress, finished goods including handicrafts, yew essential oil soap, complex cuspidate extract, composite northeast yew extract, yew candles and pine needle extracts, yew seedlings and other trees, which consist of larix, spruce and poplar trees. The Company classifies its inventories based on its historical and anticipated levels of sales; any inventory in excess of its normal operating cycle of one year is classified as long-term on its consolidated balance sheets. As of December 31, 2018 and 2017, inventories consisted of the following:
| December 31, 2018 | December 31, 2017 | |||||||||||||||||||||||
| Current portion | Long-term portion | Total | Current portion | Long-term portion | Total | |||||||||||||||||||
| Raw materials | $ | 40,240 | $ | 92,801 | $ | 133,041 | $ | 62,548 | $ | 2,651,272 | $ | 2,713,820 | ||||||||||||
| Finished goods | 6,194,707 | 2,794,335 | 8,989,042 | 2,475,709 | 588,444 | 3,064,153 | ||||||||||||||||||
| Yew seedlings | 16,023 | 16,023 | 47,913 | 9,789,963 | 9,837,876 | |||||||||||||||||||
| Other trees | - | - | - | - | 246,695 | 246,695 | ||||||||||||||||||
| Total | 6,234,947 | 2,903,159 | 9,138,106 | 2,586,170 | 13,276,374 | 15,862,544 | ||||||||||||||||||
| Inventory write-down | (29,993 | ) | (1,079,031 | ) | (1,109,024 | ) | (6,980 | ) | (2,729,726 | ) | (2,736,706 | ) | ||||||||||||
| Inventories, net | $ | 6,204,954 | $ | 1,824,128 | $ | 8,029,082 | $ | 2,579,190 | $ | 10,546,648 | $ | 13,125,838 | ||||||||||||
Inventories as of December 31, 2018 and 2017 consisted of the inventory purchased from related parties as follows:
| December 31, | ||||||||
| 2018 | 2017 | |||||||
| Inventories, net | $ | 182,905 | $ | 1,022,452 | ||||
| Inventories - related parties, net | 6,022,049 | 1,556,738 | ||||||
| Total | $ | 6,204,954 | $ | 2,579,190 | ||||
| December 31, | ||||||||
| 2018 | 2017 | |||||||
| Long-term inventories, net | $ | 894,357 | $ | 8,671,571 | ||||
| Long-term inventories - related parties, net | 929,771 | 1,875,077 | ||||||
| Total | $ | 1,824,128 | $ | 10,546,648 | ||||
During the year ended December 31, 2018 and 2017, inventories of yew seedlings in the amount of $9,802,656 and $4,331,025 were reclassified into land use rights and yew forest assets as the Company changed the use of the inventories into productive assets.
NOTE 5 - PROPERTY AND EQUIPMENT
Property and equipment consisted of the following as of December 31, 2018 and 2017:
| December 31, | ||||||||
| 2018 | 2017 | |||||||
| Buildings and building improvements | $ | 637,920 | $ | 674,196 | ||||
| Motor vehicles | 576,434 | 566,471 | ||||||
| Machinery and equipment | 508,309 | 530,051 | ||||||
| Office equipment | 29,792 | 31,025 | ||||||
| 1,752,455 | 1,801,743 | |||||||
| Less: accumulated depreciation | (1,233,805 | ) | (1,222,186 | ) | ||||
| Total property and equipment, net | $ | 518,650 | $ | 579,557 | ||||
For the years ended December 31, 2018 and 2017, depreciation expenses amounted to $74,955 and $67,790, respectively.
NOTE 6 - LAND USE RIGHTS AND YEW FOREST ASSETS
There is no private ownership of land in PRC. Land is owned by the government and the government grants land use rights for specified terms. The following summarizes land use rights acquired by the Company.
F-19
Yew trees on land containing yew tree forests will be used to supply raw materials such as branches and leaves that will be used by the Company’s customers for production of TCM. The Company amortizes land use rights based on their terms and amortizes yew forest assets over the term of the respective land use rights or expected useful lives. The lease agreements do not have any renewal option and the Company has no further obligations to the lessor. The Company records the amortization of these land use rights and yew forest assets as part of its cost of revenues.
At December 31, 2018 and 2017, land use rights and yew forest assets consisted of the following:
| Useful Life | December 31, 2018 | December 31, 2017 | ||||||||
| Land use rights and yew forest assets | 15-50 years | $ | 37,927,492 | $ | 8,760,110 | |||||
| Less: accumulated amortization | (3,012,699 | ) | (2,390,172 | ) | ||||||
| Land use rights and yew forest assets, net | $ | 34,914,793 | $ | 6,369,938 | ||||||
| December 31, | ||||||||
| 2018 | 2017 | |||||||
| Land use rights, net | $ | 257,083 | $ | 325,737 | ||||
| Yew forest assets, net | 34,657,710 | 6,044,201 | ||||||
| Land use rights and yew forest assets, net | $ | 34,914,793 | $ | 6,369,938 | ||||
During the years ended December 31, 2018 and 2017, the Company cut certain whole yew trees to process TCM raw materials. As the trees could no longer supply branches and leaves, their remaining carrying value in the amount of $10,286,709 and $3,480,671 was transferred to cost of revenues, respectively, and included in the amortization of $10,966,651 and $3,678,972 in the consolidated statements of cash flows for the years ended December 31, 2017. As of December 31, 2017, land use rights and yew forest assets, net included yew forest assets purchased from related part in the amount of $2,834,006.
Amortization of land use rights and yew forest assets attributable to future periods is as follows:
| Years ending December 31: | Land Use Right | Yew Forest Assets | Total Amortization | |||||||||
| 2019 | $ | 10,596 | $ | 4,606,088 | $ | 4,616,684 | ||||||
| 2020 | 10,596 | 4,606,088 | 4,616,684 | |||||||||
| 2021 | 10,596 | 4,606,088 | 4,616,684 | |||||||||
| 2022 | 10,596 | 4,606,088 | 4,616,684 | |||||||||
| 2023 | 10,596 | 4,606,088 | 4,616,684 | |||||||||
| 2024 and thereafter | 204,103 | 11,627,270 | 11,831,373 | |||||||||
| Total, net | $ | 257,083 | $ | 34,657,710 | $ | 34,914,793 | ||||||
F-20
NOTE 7 - TAXES
(a) Federal Income Tax and Enterprise Income Taxes
Provision for income taxes for the year ended December 31, 2018 consisted of:
| Year ended December 31, 2018 | Federal | State | Foreign | Total | ||||||||||||
| Current | $ | 1,492,831 | $ | - | $ | 352 | $ | 1,493,183 | ||||||||
| Deferred | - | - | - | - | ||||||||||||
| Total | $ | 1,492,831 | $ | - | $ | 352 | $ | 1,493,183 | ||||||||
The Company, YBP, registered in the State of Nevada, and its subsidiary, MC, registered in the State of California, are subject to the United States federal income tax at a tax rate of 21%. $1,492,831and $0 of provision for income taxes for YBP has been made as of December 31, 2018 and 2017, respectively No provision for income taxes for MC has been made as MC had no U.S. taxable income as of December 31, 2018 and 2017.
The Company’s subsidiary, Yew Bio-Pharm (HK), is incorporated in Hong Kong and has no operating profit or tax liabilities during the years. Yew Bio-Pharm (HK) is subject to tax at 16.5% on the assessable profits arising in or derived from Hong Kong.
The Company’s subsidiary, JSJ, and VIE and its subsidiary, HYF and HDS, incorporated in the PRC, are subject to PRC’s Enterprise Income Tax. Pursuant to the PRC Income Tax Laws, Enterprise Income Taxes (“EIT”) is generally imposed at 25%. However, HDS has been named as a leading enterprise in the agricultural industry and awarded with a tax exemption through December 31, 2058 with an exception of sales of handicrafts, yew candle, pine needle extracts and yew essential oil soap which are not within the scope of agricultural area.
For the years ended December 31, 2018 and 2017, the provision for income taxes was $1,493,183 and $614, respectively.
The combined effects of the income tax expense exemptions and tax reductions available to the Company for the years ended December 31, 2018 and 2017 are as follows:
| Years Ended | ||||||||
| December 31, | ||||||||
| 2018 | 2017 | |||||||
| Tax exemption effect | $ | 678,580 | $ | 1,127,811 | ||||
| Tax reduction due to loss carry-forwards | 60,741 | 39,037 | ||||||
| Loss not subject to income tax | (534,948 | ) | (437,730 | ) | ||||
| Basic net income per share effect | $ | (0.00 | ) | $ | (0.01 | ) | ||
| Diluted net income per share effect | $ | (0.00 | ) | $ | (0.01 | ) | ||
The table below summarizes the difference between the U.S. statutory federal tax rate and the Company’s effective tax rate for the years ended December 31, 2018 and 2017:
Years Ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| U.S. federal income tax rate | 21.00 | % | 34.00 | % | ||||
| Tax rate difference | 63.12 | % | - | |||||
| Loss not subject income tax | 313.31 | % | - | |||||
| Foreign income not recognized in the U.S. | - | (34.00 | )% | |||||
| PRC EIT rate | - | % | 25.00 | % | ||||
| PRC tax exemption | (397.43 | )% | (19.40 | )% | ||||
| Income tax from previous year | 0.21 | % | - | |||||
| Income tax difference under different tax jurisdictions | 838.60 | % | (5.31 | )% | ||||
| GILTI tax | 35.72 | % | - | |||||
| Valuation allowance | - | (0.28 | )% | |||||
| Effective tax rate | 874.53 | % | 0.01 | % | ||||
F-21
Deferred tax assets and liabilities are provided for significant income and expense items recognized in different years for income tax and financial reporting purposes. Temporary differences, which give rise to a net deferred tax asset for the Company as of December 31, 2018 and 2017, are as follows:
| December 31, 2018 | December 31, 2017 | |||||||
| Tax benefit of net operating loss carry-forwards | $ | 67,520 | $ | 2,541,363 | ||||
| Tax benefit of inventory write-down | 196,564 | 614,625 | ||||||
| Valuation allowance | (264,084 | ) | (3,155,988 | ) | ||||
| Non-current deferred tax assets | $ | - | $ | - | ||||
For U.S. income tax purposes, the Company has cumulative undistributed earnings of foreign subsidiary and VIE of approximately $Nil million and $37.5 million as of December 31, 2018 and 2017, respectively, which are included in consolidated retained earnings and will continue to be indefinitely reinvested in overseas operations. Accordingly, no provision has been made for U.S. deferred taxes related to future repatriation of these earnings, nor is it practicable to estimate the amount of income taxes that would have to be provided if we concluded that such earnings will be remitted to the U.S. in the future.
The U.S. Tax Cuts and Jobs Act (the “Tax Act”) was enacted on December 22, 2017. The Tax Act among other changes, reduces the U.S. federal corporate tax rate from 35% to 21%. The Company recognized provisional tax impacts related to the revaluation of deferred tax assets and liabilities and corresponding valuation allowances in its consolidated financial statements for the year ended December 31, 2018. There was no impact of the revaluation to the current net income because it was fully offset by the valuation allowance that was recorded against the deferred tax asset. In addition, the Tax Act implements a modified territorial tax system that includes a one-time transition tax on deemed repatriation of previously untaxed accumulated earnings and profits of certain foreign subsidiaries, and creates new taxes on certain foreign-sourced earnings. In connection with the Tax Act, the Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 118 (“SAB 118”) that allows companies to record provisional estimates of the effects of the legislative change, and a one-year measurement period to finalize the accounting of those effects.
During the year ended December 31, 2018, the Company recognized a one-time transition tax of $1,431,835 that represented management’s estimate of the amount of U.S. corporate income tax based on the deemed repatriation to the United States of the Company’s share of previously deferred earnings of certain non-U.S. subsidiaries of the Company mandated by the U.S. Tax Reform. The Company elected to pay the one-time transition tax over eight years commencing in 2018. The actual impact of the U.S. Tax Reform on the Company may differ from management’s estimates, and management may update its judgments based on future regulations or guidance issued or changes in the interpretations taken that would adjust the provisional amounts recorded. For the year ended December 31, 2018, $114,547 transition tax payment has been made. As of December 31, 2018, the income tax payable, current and non current were $114,547 and $1,202,741, respectively.
In addition, the 2017 Tax Act also creates a new requirement that certain income (i.e., Global Intangible Low-Taxed Income (“GILTI”)) earned by controlled foreign corporations (“CFCs”) must be included currently in the gross income of the CFCs’ U.S. shareholder. GILTI is the excess of the shareholder’s net CFC tested income over the net deemed tangible income return, which is currently defined as the excess of (1) 10 percent of the aggregate of the U.S. shareholder’s pro rata share of the qualified business asset investment of each CFC with respect to which it is a U.S. shareholder over (2) the amount of certain interest expense taken into account in the determination of net CFC-tested income. The Company has elected to recognize the tax on GILTI as a period expense in the period the tax is incurred. For the year ended December 31, 2018, GILTI tax expense of 60,996 was recorded.
ASC 740 requires recognition and measurement of uncertain income tax positions using a “more-likely-than-not” approach. The management evaluated the Company’s tax positions and considered that no provision for uncertainty in income taxes was necessary as of December 31, 2018 and 2017.
In the normal course of business, the Company is subject to examination by taxing authorities. With few exceptions, the Company is no longer subject to U.S. federal income tax examinations for years before 2015.
F-22
(b) Value Added Taxes (“VAT”)
The applicable VAT tax rate is 13% for agricultural products, 17% and 16% for handicrafts, yew candles complex taxus cuspidate extract, composite northeast yew extract and pine needle extracts sold in the PRC prior to and after May 1, 2018, respectively. In accordance with VAT regulations in the PRC, the Company is exempt from paying VAT on its yew raw materials and yew trees sales as an agricultural corps cultivating company up to December 31, 2018. The company’s sales of yew candles, handmade essence oil soaps, and pine needle extracts and export products are under VAT tax-exempt treaty and thus are eligible for return of VAT-IN. VAT payable in the PRC is charged on an aggregated basis at the applicable rate on the full price collected for the goods sold or taxable services provided and less any deductible VAT already paid by the taxpayer on purchases of goods in the same fiscal year.
NOTE 8 - SHORT-TERM BORROWINGS AND NOTE PAYABLE
In May 2016, HDS entered into a line of credit agreement with Harbin Rongtong Branch of Bank of Communications (“BOCOM”) for the period from May 3, 2016 through May 3, 2018, pursuant to which the Company obtained a bank loan in the amount of RMB10,000,000 (approximately $1,519,000) on May 30, 2016, payable on May 30, 2017. HDS paid off the loan in full on May 26, 2017. On June 13, 2017, HDS obtained another loan in the amount of RMB10,000,000 (approximately $1,471,000), payable on June 12, 2018, under this credit agreement. The loan carries an interest rate of 5.873% per annum and is payable quarterly. Heilongjiang Zishan Technology Co., Ltd. (“ZTC”), a related party controlled by Zhiguo Wang and his wife Madame Qi, collateralized its buildings and land use right with BOCOM to secure the loans under this credit agreement. In addition, ZTC, Heilongjiang Yew Pharmaceutical Co., Ltd. (“Yew Pharmaceutical”), a related party of the Company, Zhiguo Wang, Madame Qi, Yicheng Wang, the son of Zhiguo Wang and Yuqi Mao, the spouse of Yicheng Wang, provided guarantees to the loans. HDS paid off the loan in full on June 11, 2018.
On November 10, 2016, HDS entered into a loan agreement with Shanghai Pudong Development Bank (“SPD Bank”) Harbin Branch, pursuant to which the Company obtained a bank loan in the amount of RMB1,970,000 (approximately $290,000), payable on November 9, 2017. HDS paid off the loan in full on November 9, 2017. On November 15, 2017, HDS obtained another loan in the amount of RMB10,000,000 (approximately $1,509,000), payable on October 20, 2018. The loan carries an interest rate of 4.100% per annum and is payable at maturity. The proceeds of the loan were used by the Company to purchase raw materials. Madam Qi has secured the loan with her personal assets. In addition, Yew Pharmaceutical, Zhiguo Wang, Yicheng Wang, and Yuqi Mao, the spouse of Yicheng Wang provided guarantees to the loan. HDS paid off the loan in full as the loan expired.
On December 22, 2016, HDS entered into a credit agreement with China Everbright Bank (“CEB”) which agreed to provide credit line of RMB20,000,000 (approximately $2,880,000) to the Company for the period of three years. During the years ended December 31, 2018 and 2017, the Company obtained short-term loans from CEB in the total amount of $6,006,000 and $7,960,000 under this credit agreement, respectively and paid off in the total amount of $6,026,000 and $5,090,000, respectively. As of December 31, 2018 and 2017, the balance of loans borrowed from CEB was approximately $2,851,000 and $2,870,000, respectively. These loans carry interest rates ranging from 4.30% to 4.80% per annum and the interests are payable when the loans are due. The loans with CEB are secured by properties and land use rights of Yew Pharmaceutical. In addition, Zhiguo Wang, Madame Qi, Yew Pharmaceutical, and ZTC provided guarantees to the loan.
On November 4, 2016, HDS issued a commercial acceptance note to Yew Pharmaceutical with the principal amount of RMB8,030,000 (approximately $1,188,000) to pay partial of the account payable owed. The commercial acceptance note was due on November 4, 2017 with no interest, secured by Madam Qi’s personal assets and guaranteed by Madam Qi, Zhiguo Wang, Yicheng Wang, Yuqi Mao and Yew Pharmaceutical. HDS paid off the commercial acceptance note in full on November 6, 2017.
On August 6, 2018, HDS entered into a loan agreement with Bank of Yingkou Harbin Branch (“Yingkou Bank”), pursuant to which HDS obtained a bank loan in the amount of RMB15,000,000 (approximately $2,181,000), payable on August 5, 2019. The loan carries an interest rate of 5.4375% per annum and is payable monthly. ZTC, a related party controlled by Zhiguo Wang and his wife Madame Qi, collateralized its buildings and land use right with Yingkou Bank to secure the loan. In addition, HEFS, HBP, Yew Pharmaceutical, and ZTC provided guarantees to the loan.
On August 27, 2018, HDS entered into a loan agreement with Yingkou Bank, pursuant to which HDS obtained a bank loan in the amount of RMB5,000,000 (approximately $727,000), payable to on August 26, 2019. The loan carries an interest rate of 5.4375% per annum and is payable monthly. ZTC, a related party controlled by Zhiguo Wang and his wife Madame Qi, collateralized its buildings and land use right with Yingkou Bank to secure the loan. In addition, HEFS, HBP, Yew Pharmaceutical, and ZTC provided guarantees to the loan.
During the years ended December 31, 2018 and 2017, interest expense was $294,117 and $225,023, respectively.
F-23
NOTE 9 - STOCKHOLDERS’ EQUITY
(a) Common Stock
On July 22, 2014, the Company entered into a Service Provider Agreement (the “SPA”) with a service provider to commence service on July 22, 2014 for a period of three years. Pursuant to the SPA, the Company agreed to issue to the service provider 1,250,000 shares of its Rule 144 restricted common stock for the service period. The shares are payable in 875,000 shares of its restricted common stock on or before July 22, 2014 for the first year of service under the SPA and 375,000 shares of its restricted common stock to be issued on or before July 22, 2015, for the second and third year of service under the SPA. The 875,000 shares were issued on July 22, 2014 and the fair value of these shares of $131,250 was fully expensed for the year ended December 31, 2014. The 375,000 shares were cancelled based on the agreement entered into on February 28, 2019. And the fair value of these shares of $65,856 was fully expensed for the year ended December 31, 2015 based on the SPA.
(b) Stock Options
On July 18, 2014, the Company’s board of directors in lieu of an established compensation committee granted options pursuant to the Corporation’s 2012 Equity Incentive Plan to two directors and one of its employees (the “Optionees I”). Within the stock option agreement, each of the Optionees I was issued 200,000 shares of common stock of the Company at an exercise price of $0.20 per share. The option has a term of four years and expires on August 1, 2018 from August 1, 2014, vesting commencement date. The options vest over a three-year time period from August 1, 2014, and 30%, 35%, and 35% of the total shares granted shall vest and become exercisable 12, 24, and 36 months after the initial vesting commencement date.
On November 18, 2014, the Company’s board of directors in lieu of an established compensation committee granted options pursuant to the Corporation’s 2012 Equity Incentive Plan to the Company’s employees (the “Optionees II”). Within the stock option agreement, each of the Optionees II was issued shares of common stock of the Company at an exercise price of $0.23 per share. There are three types of term for the subject stock options granted. (1) The option has a term of four years starting from November 18, 2014, the vesting commencement date, and expires on November 18, 2018. The options vest over a three-year time period from November 18, 2014, and 30%, 35%, and 35% of the total shares granted shall vest and become exercisable 12, 24, and 36 months after the initial vesting commencement date. (2) The option has a term of two years starting from November 18, 2014, the vesting commencement date, and expires on November 18, 2016. The options vest over a one-year time period from November 18, 2014, and 100% of the total shares granted shall vest and become exercisable 12 months after the initial vesting commencement date. (3) The option has a term of three years starting from November 18, 2014, the vesting commencement date, and expires on November 18, 2017. The options vest over a two-year time period, and 50% and the remaining 50% of the total shares shall vest and become exercisable 12 and 24 months respectively after the initial vesting commencement date.
On October 11, 2016, the Company’s board of directors in lieu of an established compensation committee granted options pursuant to the Corporation’s 2012 Equity Incentive Plan to their attorney who is also the Company’s employee, William B. Barnett (the “Optionees III”). Within the stock option agreement, the Optionees III was issued 200,000 shares of common stock of the Company at an exercise price of $0.25 per share. The option has a term of three years and expires on October 11, 2019 from October 11, 2016, vesting commencement date. The options vest over a two-year time period from October 11, 2016, and 50% and remaining 50% of the total shares granted shall vest and become exercisable 12 and 24 months after the initial vesting commencement date.
On February 1, 2017, the Company’s board of directors in lieu of an established compensation committee granted options according to the Corporation’s 2012 Equity Incentive Plan to their employee, Jianping Han (the “Optionees IV”). Within the stock option agreement, the Optionees IV was issued 50,000 shares of common stock of the Company at an exercise price of $0.25 per share. The option has a term of four years and expires on February 1, 2021 from February 1, 2017, vesting commencement date. The options vest immediately on the grant date.
On October 13, 2017, the Board approved to extend the expiration date for the options issued to Zhiguo Wang and Guifang Qi from December 13, 2017 to June 30, 2018. On May 20, 2018 the Board approved to extend the expiration date of 5,000,000 options issued to Zhiguo Wang and 2,488,737 options issued to Guifang Qi from June 30, 2018 to December 31, 2019. The Company treated this extension as a modification of the award upon the directors’ extraordinary services rendered to the Company and recognized incremental compensation cost. The Company measured the incremental compensation cost as the excess of the fair value of the modified award over the fair value of the original award immediately before its terms were modified. As a result of these modifications, the Company recognized incremental compensation cost of $1,059,987 in stock-based compensation expense during the year ended December 31, 2018, and the weighted average remaining contractual life was changed to 1 years.
On July 20, 2018, the Company issued 200,000 shares of common stock to Xuehai Wu, a director, for the exercise of the stock options with an exercise price of $0.20 granted to him pursuant to the stock option agreement entered into on July 18, 2014. The Company received the proceeds in the amount of $40,000 on July 19, 2018.
F-24
The fair value of the Company’s option as of the date of grant for the years ended December 31, 2018 and 2017 was determined using the following management assumptions:
| Name of Optionee | Expected Terms (In Years) | Computed Volatility | Risk free Interest Rate (%) | Expected Dividends | Fair Value | |||||||||||||||
| HengJiang Pang | 3.025 | 202 | % | 0.97 | - | 36,906 | ||||||||||||||
| Tong Liu | 3.025 | 202 | % | 0.97 | - | 36,906 | ||||||||||||||
| Xuehai Wu | 3.025 | 202 | % | 0.97 | - | 36,906 | ||||||||||||||
| Lifan Liu | 1.5 | 212 | % | 0.14 | - | 38,876 | ||||||||||||||
| Weiran Lu | 1.5 | 212 | % | 0.14 | - | 38,876 | ||||||||||||||
| Junzhong Wu | 1.5 | 212 | % | 0.14 | - | 19,438 | ||||||||||||||
| Guobin Zhou | 1.5 | 212 | % | 0.14 | - | 19,438 | ||||||||||||||
| Binbin Lou | 1.5 | 212 | % | 0.14 | - | 38,876 | ||||||||||||||
| Wei Zhang | 1.5 | 212 | % | 0.14 | - | 38,876 | ||||||||||||||
| Songshan Zhang | 1.5 | 212 | % | 0.14 | - | 38,876 | ||||||||||||||
| Bingtao Li | 1.5 | 212 | % | 0.14 | - | 19,438 | ||||||||||||||
| Jianyi Yang | 1.5 | 212 | % | 0.14 | - | 23,325 | ||||||||||||||
| Jing Wang | 1.5 | 212 | % | 0.14 | - | 19,438 | ||||||||||||||
| Yunli Pei | 1.5 | 212 | % | 0.14 | - | 38,876 | ||||||||||||||
| Chunmei Xu | 1.5 | 212 | % | 0.14 | - | 19,438 | ||||||||||||||
| Donghui Zhao | 1.5 | 212 | % | 0.14 | - | 19,438 | ||||||||||||||
| Xiefeng Liu | 2.25 | 212 | % | 0.53 | - | 20,735 | ||||||||||||||
| Lixin Liu | 2.25 | 212 | % | 0.53 | - | 16,588 | ||||||||||||||
| Jie Zhang | 2.25 | 212 | % | 0.53 | - | 41,471 | ||||||||||||||
| Jilong Yin | 2.25 | 212 | % | 0.53 | - | 20,735 | ||||||||||||||
| Long Deng | 2.25 | 212 | % | 0.53 | - | 20,735 | ||||||||||||||
| Shiyi Li | 3.025 | 212 | % | 0.96 | - | 12,886 | ||||||||||||||
| Xingli Han | 3.025 | 212 | % | 0.96 | - | 51,543 | ||||||||||||||
| Yang Jiang | 3.025 | 212 | % | 0.96 | - | 12,886 | ||||||||||||||
| Chao Liu | 3.025 | 212 | % | 0.96 | - | 21,476 | ||||||||||||||
| Shouhua Zhang | 3.025 | 212 | % | 0.96 | - | 25,771 | ||||||||||||||
| Lianfa Sun | 3.025 | 212 | % | 0.96 | - | 17,181 | ||||||||||||||
| Jinsong Lv | 3.025 | 212 | % | 0.96 | - | 17,181 | ||||||||||||||
| Anna Tang | 3.025 | 212 | % | 0.96 | - | 12,886 | ||||||||||||||
| Hong Li | 3.025 | 212 | % | 0.96 | - | 17,181 | ||||||||||||||
| Siyuan Wang | 3.025 | 212 | % | 0.96 | - | 150,333 | ||||||||||||||
| Yicheng Wang | 3.025 | 212 | % | 0.96 | - | 150,333 | ||||||||||||||
| Yuqi Mao | 3.025 | 212 | % | 0.96 | - | 150,333 | ||||||||||||||
| Jimin Lu | 3.025 | 212 | % | 0.96 | - | 12,886 | ||||||||||||||
| Jinguo Wang | 3.025 | 212 | % | 0.96 | - | 17,181 | ||||||||||||||
| Xue Wang | 3.025 | 212 | % | 0.96 | - | 21,476 | ||||||||||||||
| Ping Qi | 3.025 | 212 | % | 0.96 | - | 21,476 | ||||||||||||||
| Weihong Zhang | 3.025 | 212 | % | 0.96 | - | 21,476 | ||||||||||||||
| Hongrun Wang | 3.025 | 212 | % | 0.96 | - | 21,476 | ||||||||||||||
| Zhiling Wang | 3.025 | 212 | % | 0.96 | - | 30,067 | ||||||||||||||
| Zhigang Wang | 3.025 | 212 | % | 0.96 | - | 30,067 | ||||||||||||||
| Zhimin Wang | 3.025 | 212 | % | 0.96 | - | 30,067 | ||||||||||||||
| Kaiming Guo | 3.025 | 212 | % | 0.96 | - | 12,886 | ||||||||||||||
| Tinghua Xu | 3.025 | 212 | % | 0.96 | - | 12,886 | ||||||||||||||
| Shaoming Geng | 3.025 | 212 | % | 0.96 | - | 17,181 | ||||||||||||||
| Jing Sun | 3.025 | 212 | % | 0.96 | - | 17,181 | ||||||||||||||
| Fengping Dong | 3.025 | 212 | % | 0.96 | - | 17,181 | ||||||||||||||
| William B. Barnett | 2.250 | 173 | % | 0.87 | - | 40,434 | ||||||||||||||
| Jianping Han | 2.000 | 194 | % | 1.22 | - | 10,409 | ||||||||||||||
F-25
Stock option activities for the years ended December 31, 2018 and 2017 are summarized in the following table.
Year Ended December 31, 2018 | Year Ended December 31, 2017 | |||||||||||||||
Number of Stock Options | Weighted Average Exercise Price | Number of Stock Options | Weighted Average Exercise Price | |||||||||||||
| Balance at beginning of year | 24,872,212 | $ | 0.22 | 25,325,512 | $ | 0.22 | ||||||||||
| Issued | - | 50,000 | 0.25 | |||||||||||||
| Exercised | 200,000 | 0.20 | - | - | ||||||||||||
| Expired | 16,933,475 | 0.22 | 503,300 | 0.23 | ||||||||||||
| Forfeited | - | - | - | - | ||||||||||||
| Balance at end of year | 7,738,737 | $ | 0.22 | 24,872,212 | $ | 0.22 | ||||||||||
| Options exercisable at end of year | 7,738,737 | $ | 0.22 | 24,772,212 | $ | 0.22 | ||||||||||
The following table summarizes the shares of the Company’s common stock issuable upon exercise of options outstanding at December 31, 2018:
| Stock Options Outstanding | Stock Options Exercisable | |||||||||||||||||||||
Range of Exercise Price | Number Outstanding at December 31, 2018 | Weighted Average Remaining Contractual Life (Years) | Weighted Average Exercise Price | Number Exercisable at December 31, 2018 | Weighted Average Exercise Price | |||||||||||||||||
| $ | 0.22-0.25 | 7,738,737 | 1.00 | $ | 0.22 | 7,738,737 | $ | 0.22 | ||||||||||||||
The Company’s outstanding stock options and exercisable stock options had intrinsic value of $149,775, based upon the Company’s closing stock price of $0.24 as of December 31, 2018. Stock option expense recognized during the years ended December 31, 2018 and 2017 amounted to $1,067,548 and $709,388, respectively.
NOTE 10 - EARNINGS PER SHARE
The following table presents a reconciliation of basic and diluted net income per share for the years ended December 31, 2018 and 2017:
| For the Years Ended December 31, | ||||||||
| 2018 | 2017 | |||||||
| Net income available to common stockholders for basic and diluted net income per share of common stock | $ | (1,322,441 | ) | $ | 3,213,034 | |||
| Weighted average common stock outstanding - basic | 51,965,411 | 51,875,000 | ||||||
| Effect of dilutive securities: | ||||||||
| Stock options issued to directors/officers/employees | - | 2,059,497 | ||||||
| Weighted average common stock outstanding - diluted | 51,965,411 | 53,934,497 | ||||||
| Net income per common share - basic | $ | (0.03 | ) | $ | 0.06 | |||
| Net income per common share - diluted | $ | (0.03 | ) | $ | 0.06 | |||
Diluted net income per share is computed using the weighted average number of common shares and dilutive potential common shares outstanding during the respective periods. The anti-dilutive securities included options to purchase common shares are 1,892,508 and 245,753 on a weighted average basis for the years ended December 31, 2018 and 2017, respectively.
NOTE 11 - CONCENTRATIONS OF CREDIT RISK AND MAJOR CUSTOMERS
Customers
For the years ended December 31, 2018 and 2017, customers accounting for 10% or more of the Company’s revenue were as follows:
| Revenue For the Years Ended | AR as of | |||||||||||||||
| December 31, | December 31, | |||||||||||||||
| Customer | 2018 | 2017 | 2018 | 2017 | ||||||||||||
| A (Yew Pharmaceutical, a related party) | 57.65 | % | 49.78 | % | 31.00 | % | 68.30 | % | ||||||||
| B | * | % | 43.32 | % | NA | % | 31.00 | % | ||||||||
| T (DMSU, a related party) | 18.27 | % | * | % | ** | % | * | % | ||||||||
| * | Less than 10% |
| ** | The Company wrote off all of accounts receivable from DMSU as of December 31, 2018. |
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Suppliers
For the years ended December 31, 2018 and 2017, suppliers accounting for 10% or more of the Company’s purchase were as follows:
| For the Years Ended December 31, | ||||||||
| Supplier | 2018 | 2017 | ||||||
| A (Yew Pharmaceutical, a related party) | 37 | % | 53 | % | ||||
| Q (Heilongjiang Zishan Technology Co., Ltd., a related party) | 12 | % | * | |||||
No significant account payable as of December 31, 2018.
Accounts payable to supplier D, supplier K, and supplier J accounted for 60.2%, 11.6% and 13.4% of the Company’s total accounts payable at December 31, 2017.
NOTE 12 - RELATED PARTY TRANSACTIONS
In addition to several of the Company’s officers and directors, the Company conducted transactions with the following related parties:
| Company | Ownership | |
| Heilongjiang Zishan Technology Co., Ltd. (“ZTC”) | 51% owned by Heilongjiang Hongdoushan Ecology Forest Co., Ltd., 34% owned by Zhiguo Wang, Chairman and Chief Executive Officer, 11% owned by Guifang Qi, the wife of Mr. Wang and director of the Company, and 4% owned by third parties. | |
| Heilongjiang Yew Pharmaceutical Co., Ltd. (“Yew Pharmaceutical”) | 95% owned by Heilongjiang Hongdoushan Ecology Forest Stock Co., Ltd., and 5% owned by Madame Qi. | |
| Shanghai Kairun Bio-Pharmaceutical Co., Ltd. (“Kairun”) | 60% owned by Heilongjiang Zishan Technology Co., Ltd., 20% owned by Heilongjiang Hongdoushan Ecology Forest Stock Co., Ltd., and 20% owned by Mr. Wang. | |
| Heilongjiang Hongdoushan Ecology Forest Co., Ltd. (“HEFS”) | 63% owned by Mr. Wang, 34% owned by Madame Qi, and 3% owned by third parties. | |
| Hongdoushan Bio-Pharmaceutical Co., Ltd. (“HBP”) | 30% owned by Mr. Wang, 19% owned by Madame Qi and 51% owned by HEFS | |
| Heilongjiang Pingshan Hongdoushan Development Co., Ltd. (“HDS Development”) | 80% owned by HEFS and 20% owned by Kairun | |
| Wuchang City Xinlin Forestry Co., Ltd. (Xinlin) | 98% owned by ZTC and 2% owned by HEFS effective March 21, 2016 | |
| Changzhi Du | Legal person of Xinlin before March 1, 2017 | |
| Jinguo Wang | Management of HDS and Legal person of Xinlin effective March 2, 2017 | |
| Wonder Genesis Global Ltd. | Jinguo Wang is the Company’s director. | |
| DMSU Digital Technology Limited(“DMSU”) | Significantly influenced by the Company | |
| HongKong YIDA Commerce Co., Limited(“YIDA”) | Significantly influenced by the Company | |
| Ai Zhong Jing Mao Ltd. | Significantly influenced by the Company | |
| Zhiguo Wang | Principal shareholder and CEO of the Company | |
| Guifang Qi | Principal shareholder and the wife of CEO | |
| LIFEFORFUN LIMITED | Significantly influenced by the Company | |
| Cai Wang | Employee of the Company | |
| Jimin Lu | Employee of the Company | |
| Xue Wang | Employee of the Company | |
| Chunping Wang | Employee of the Company |
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Transactions with Yew Pharmaceutical
On January 9, 2010, the Company entered into a Cooperation and Development Agreement (the “Development Agreement”) with Yew Pharmaceutical. Pursuant to the Development Agreement, for a period of ten years expiring on January 9, 2020, the Company shall supply cultivated yew raw materials to Yew Pharmaceutical that will be used by Yew Pharmaceutical to make traditional Chinese medicines and other pharmaceutical products, at price of RMB 1,000,000 (approximately $145,000) per metric ton. In addition, the Company entered into a series of wood ear mushroom selling agreements with Yew Pharmaceuticals, pursuant to which the Company sells wood ear mushroom collected from local peasants to Yew Pharmaceuticals for manufacturing of wood ear mushroom products. Furthermore, the Company entered into a series of yew candles, yew essential oil soap, complex taxus cuspidate extract, composite northeast yew extract, and pine needle extracts purchase agreements with Yew Pharmaceuticals, pursuant to which the Company purchases yew candles, yew essential oil soap, complex taxus cuspidate extract, composite northeast yew extract, and pine needle extracts as finished goods and then sells to third party and related party.
For the years ended December 31, 2018 and 2017, total revenues from Yew Pharmaceutical under the above agreement amounted to $21,673,772 and $20,180,406, and the corresponding cost of revenues amounted to $11,483,628 and $14,941,841, respectively. At December 31, 2018 and 2017, the Company had $1,408,321 and $21,647,828 accounts receivable from Yew Pharmaceutical, respectively.
For the years ended December 31, 2018 and 2017, the total purchase of yew candles, yew essential oil soap, complex taxus cuspidate extract, composite northeast yew extract, wood ear mushroom extract, and pine needle extracts from Yew Pharmaceutical amounted to $22,454,476 and $15,042,178, respectively. For the years ended December 31, 2018 and 2017, the products purchased from Yew Pharmaceutical in the amount of $13,171,608 and $20,370,784 were sold and included in the total cost of revenues of $26,872,694 and $35,477,713, respectively.
At December 31, 2018 and 2017, HYF had $0 and $39,974, respectively, due to Yew Pharmaceutical, which represents an unsecured loan bearing no interest and payable on demand and was included in due to related parties in the accompanying consolidated balance sheets.
Transactions with HBP
For the year ended December 31, 2017, HBP paid off operation expense on behalf of HYF in the amount of $38,140. As of December 31, 2017, HYF had due to HBP in the amount of $101,697, which was included in due to related parties in the accompanying consolidated balance sheet. As of December 31, 2018, the Company had balance of due to HBP in the amount of $102,770.
Transactions with HDS Development
For the years ended December 31, 2018 and 2017, total revenue from HDS Development amounted to $1,814,169 and $Nil. As of December 31, 2018 and 2017, the Company had $981,618 and $Nil accounts receivable, which were net of allowance for doubtful account $763,481 and $Nil from HDS Development, respectively. For the years ended December 31, 2018 and 2017, the Company recorded bad debt expense for HDS development in the amount of $793,699 and $Nil, respectively.
Transactions with Changzhi Du
For the year ended 2017, HDS purchased yew seedlings from Changzhi Du in the amount of $1,086,281. As of December 31, 2017, the Company had no accounts payable to Changzhi Du.
Transactions with Jinguo Wang
For the years ended December 31, 2018 and 2017, HDS purchased yew forest assets and yew seedlings from Jinguo Wang in the amount of $1,405,107 and $26,121, respectively. As of December 31, 2018 and 2017, the Company had no accounts payable to Jinguo Wang.
Transactions with Wonder Genesis Global Ltd.
For the years ended December 31, 2018 and 2017, total revenues from Wonder Genesis Global Ltd. amounted to $2,552,148 and $2,724,818, and the corresponding cost of revenues amounted to $2,535,264 and $2,724,924. At December 31, 2018 and 2017, the Company has $Nil and $199,905 accounts receivable from Wonder Genesis Global Ltd., respectively.
Transactions with Lifeforfun Limited
For the years ended December 31, 2018 and 2017, total revenues from Lifeforfun Limited amounted to $1,159,021 and $Nil. As of December 31, 2018 and 2017, the Company had $1,080,919 and $Nil accounts receivable, which were net of allowance for doubtful account $74,448 and $Nil from Lifeforfun Limited, respectively. For the years ended December 31, 2018 and 2017, the Company recorded bad debt expense for Lifeforfun Limited in the amount of $77,395 and $Nil, respectively.
Transactions with DMSU
For the years ended December 31, 2018 and 2017, total revenues from DMSU amounted to $6,869,966 and $Nil . The Company wrote off accounts receivable in the amount of $6,782,442 from DMSU due to being uncollectable. As of December 31, 2018 and 2017, the Company had $ Nil and $ Nil accounts receivable from DMSU, respectively. For the years ended December 31, 2018 and 2017, the Company recorded bad debt expense for DMSU in the amount of $7,050,885 and $Nil, respectively.
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Transactions with YIDA
For the years ended December 31, 2018 and 2017, total revenues from YIDA amounted to $3,085,648 and $Nil . As of December 31, 2018 and 2017, the Company had $1,108,808 and $Nil accounts receivable from YIDA, respectively.
Transactions with Ai Zhong Jing Mao
For the years ended December 31, 2018 and 2017, total revenues from Ai Zhong Jing Mao amounted to $10,970 and $0. As of December 31, 2018 and 2017, the Company had $21,295 and $Nil advance from Ai Zhong Jing Mao.
Transactions with ZTC
For the years ended December 31, 2018 and 2017, HDS purchased yew forest assets from ZTC in the amount of $6,458,773 and $0, respectively. Since the assets purchase occurred between entities under common control, the Company recorded the assets received at historical carrying costs recorded by ZTC, which amounted to $6,415,707. The difference of $43,066 between the actual contract price and carrying costs is recorded as additional paid-in capital. As of December 31, 2018 and 2017, the Company had no balance payable to ZTC.
Transactions with Xinlin
For the years ended December 31, 2018 and 2017, HDS purchased yew forest assets from Xinlin in the amount of $2,582,469 and $0, respectively. Since the assets purchase occurred between entities under common control, the Company recorded the assets received at historical carrying costs recorded by Xinlin, which amounted to $1,362,252. The difference of $1,220,217 between the actual contract price and carrying costs is recorded as additional paid-in capital. As of December 31, 2018 and 2017, the Company had no balance payable to Xinlin.
Transactions with Zhiguo Wang
For the years ended December 31, 2018 and 2017, HDS purchased yew forest assets from Zhiguo Wang in the amount of $1,269,918 and $Nil, respectively. As of December 31, 2018 and 2017, the Company had no balance payable to Zhiguo Wang. Since the assets purchase occurred between entities under common control, the Company recorded the assets received at historical carrying costs recorded by Zhiguo Wang, which amounted to $1,015,935. The difference of $253,983 between the actual contract price and carrying costs is recorded as additional paid-in capital.
Transactions with Others (Cai Wang, Jimin Lu, Xue Wang and Chunping Wang)
For the year ended December 31, 2018, HDS purchased yew forest assets from Cai Wang, Jimin Lu, Xue Wang and Chunping Wang in the amount of $2,324,525, $2,137,937, $1,863,756 and $3,266,259, respectively. As of December 31, 2018, the Company had no accounts payable to others.
Loans Guaranteed
As of December 31, 2018 and 2017, the Company’s certain loans were guaranteed by related parties (see note 8).
Operating Leases
On March 25, 2005, the Company entered into an Agreement for the Lease of Seedling Land with ZTC (the “ZTC Lease”). Pursuant to the ZTC Lease, the Company leased 361 mu of land from ZTC for a period of 30 years, expiring on March 24, 2035. Annual payments under the ZTC Lease are RMB 162,450 (approximately $24,000). The payment for the first five years of the ZTC Lease was due prior to December 31, 2010 and beginning in 2011, the Company is required to make full payment for the land use rights in advance for each subsequent five-year period. For the years ended December 31, 2018 and 2017, rent expense related to the ZTC Lease amounted to $24,559 and $24,042, respectively. At December 31, 2018 and 2017, prepaid rent to ZTC amounted to $29,530 and $56,177 which was included in prepaid expenses-related parties in the accompanying consolidated balance sheets.
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On January 1, 2010, the Company entered into a lease for office space with Mr. Wang (the “Office Lease”). Pursuant to the Office Lease, annual payments of RMB15,000 (approximately $2,000) are due for each of the term. The term of the Office Lease is 15 years and expires on December 31, 2025. For the years ended December 31, 2018 and 2017, rent expense related to the Office Lease amounted to approximately $2,300 and $2,220, respectively. As of December 31, 2018 and 2017, the unpaid rent was $Nil and $1,881 respectively, which was included in due to related parties in the accompanying consolidated balance sheets.
On July 1, 2012, the Company entered into a lease for office space with Mr. Wang (the “JSJ Lease”). Pursuant to the JSJ Lease, JSJ leases approximately 30 square meter of office space from Mr. Wang in Harbin. Rent under the JSJ Lease is RMB10,000 (approximately $1,500) annually. The term of the JSJ Lease is three years and expires on June 30, 2015. On July 1, 2015, the Company and Mr. Wang renewed the JSJ Lease. The renewed lease expires on June 30, 2018. On July 1, 2018, the Company renewed JSJ Lease for three years, which will now expire on June 30, 2021. Pursuant to the renewed lease agreement, the annual payment will be RMB 10,000 (approximately $1,500). For the years ended December 31, 2018 and 2017, rent expense related to the JSJ Lease amounted to $1,512 and $1,480, respectively. As of December 31, 2018 and 2017, the unpaid rent was $6,544 and $5,380, respectively, which was included in due to related parties in the accompanying consolidated balance sheets.
The Company entered into two forest land leases with Mr. Wang. Pursuant to the Leases, Mr.Wang leases two forest land with area of 20 mu and 73 mu, respectively, to the Company for free. The leases terms are for the periods from January 9, 2008 to November 24, 2022 and from January 30, 2007 to December 30, 2026, respectively.
On January 1, 2015, HYF entered into an lease agreement with HBP, pursuant to which HBP leases a warehouse, with an area of 225 square meters, and a workshop, with an area of 50 square meters, both of which are located at No.1 Zisan Road, Shangzhi economic development district, Shangzhi City, Heilongjiang Province, to HYF in exchange for no consideration for the period from January 1, 2015 to December 31, 2020.
The Company leased office space in the A’cheng district in Harbin (the “A’cheng Lease”) from HDS Development on March 20, 2002. The A’cheng Lease is for a term of 23 years and expires on March 19, 2025. Pursuant to the A’cheng Lease, lease payment shall be made as follows:
| Period | Annual lease amount | Payment due date | ||||
| March 2002 to February 2012 | RMB | 25,000 | Before December 2012 | |||
| March 2012 to February 2017 | RMB | 25,000 | Before December 2017 | |||
| March 2017 to March 2025 | RMB | 25,000 | Before December 2025 | |||
For the years ended December 31, 2018 and 2017, rent expense related to the A’cheng Lease amounted approximately $3,700 and $3,700, respectively. At December 31, 2018 and 2017, the prepaid (unpaid) rent was $1,818 and $(1,921), respectively, which was included in due to related parties in the accompanying consolidated balance sheets.
The Company leased an apartment the Nangang district (the “Jixing Lease”) in Harbin from Ms. Qi on October 1, 2016. The term of Jixing Lease is one year. On October 1, 2017, the Company and Ms. Qi renewed the Jixing Lease. The renewed lease expires on September 30, 2018. On October 1, 2018, the Company and Ms. Qi renewed the Lease. The renewed lease expires on September 30, 2019. For the years ended December 31, 2018 and 2017, rent expense related to the Jixing Lease amounted $1,512 and $1,480, respectively. As of December 31, 2018 and 2017, the prepaid rent to Ms. Qi amounted to $970 and $1,025 respectively, which was included in prepaid expenses-related parties in the accompanying consolidated balance sheets.
Due to Related Parties
The Company’s officers, directors and other related parties, from time to time, provided advances to the Company for working capital purpose. These advances and payables are usually short-term in nature, non-interest bearing, unsecured and payable on demand. As of December 31, 2018, the Company had balance of due to Mr.Wang and HBP in the amount of $8,100 and $102,770, respectively. During the year ended December 31, 2017, the Company transferred a car with carrying amount of $82,491 to Zhiguo Wang to settle the same amount due to him. Due to Zhiguo Wang and Madame Qi, excluding the unpaid rents disclosed above and the borrowings from Madame Qi as disclosed below, amounted to $41,051 and $41,051 at December 31, 2018 and 2017, respectively, which was included in due to related parties in the accompanying consolidated balance sheets.
On May 15, 2015, the Company borrowed $648,000 from Madame Qi through the issuance of a subordinated promissory note. The note bears 2% interest per annum and shall be payable on or before November 15, 2015 (“Due Date”). Interest payment shall be made with principal on Due Date. On September 28, 2015, Madame Qi and the Company agreed to extend the Due Date to January 31, 2016, with the remaining terms of the note unchanged. On January 15, 2016, 2017 and 2018, the Company and Madame Qi entered into agreements to further extend the Due Date of the note to December 31, 2016, 2017 and 2018, respectively. During the years ended December 31, 2018 and 2017, the Company made repayments of $0 and $170,875 to Madame Qi, respectively. As of December 31, 2018 and 2017, the total borrowings including the interest were $428,095 and $428,095, which was included in due to related parties in the accompanying consolidated balance sheets.
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NOTE 13 - STATUTORY RESERVES
The Company is required to make appropriations to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriation 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 entities’ registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the board of directors.
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 the shares currently held by them, provided that the remaining reserve balance after such issue is not less than 25% of the registered capital. For the years ended December 31, 2018 and 2017, the Company appropriated to the statutory surplus reserve in the amount of $0. The accumulated balance of the statutory reserve of the Company as of December 31, 2018 and 2017 was $3,762,288.
NOTE 14 - SEGMENT INFORMATION
ASC 280 requires use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s management organizes segments within the company for making operating decisions and assessing performance. Reportable segments are based on products and services, geography, legal structure, management structure, or any other manner in which management disaggregates a company.
The Company managed and reviewed its business as two operating segments starting from year 2018. The business of HDS, JSJ and HYF in PRC was managed and reviewed as PRC segment. The business of YBP, Yew Bio-Pharm (HK), and MC was managed and reviewed as USA segment. PRC and USA segments retain all of the reported consolidated amounts.
The geographical distributions of the Company’s financial information for the year ended December 31, 2018 were as follows:
| For the Year Ended | ||||
| Geographic Areas | December 31, 2018 | |||
| Revenue | ||||
| PRC | 37,206,112 | |||
| USA | 390,830 | |||
| Total Revenue | $ | 37,596,942 | ||
| Income (Loss) from operations | ||||
| PRC | $ | 3,242,250 | ||
| USA | (2,523,653 | ) | ||
| Total Income (Loss) from operations | $ | 718,597 | ||
| Net income (loss) | ||||
| PRC | $ | 2,694,043 | ||
| USA | (4,016,484 | ) | ||
| Total net income (loss) | $ | (1,322,441 | ) | |
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The geographical distribution of the Company’s financial information as of December 31, 2018 were as follows:
| As of December 31, | ||||
| Geographic Areas | 2018 | |||
| Long-term assets | ||||
| PRC | $ | 35,866,829 | ||
| USA | 1,436,101 | |||
| Total long-term assets | $ | 37,302,930 | ||
| Reportable assets | ||||
| PRC | $ | 50,107,147 | ||
| USA | 2,289,019 | |||
| Elimination adjustment | (2,704,100 | ) | ||
| Total reportable assets | $ | 49,692,066 | ||
For the year ended December 31, 2017, the Company operated in four reportable business segments: (1) the TCM raw materials segment, consisting of the production and sale of yew raw materials or yew tree extracts used in the manufacture of TCM; (2) the yew tree segment, consisting of the growth and sale of yew tree seedlings and mature trees; (3) the handicrafts segment, consisting of the manufacture and sale of handicrafts and furniture made of yew timber; and (4) Others segment, consisting of the sale of yew candles, pine needle extract, yew essential oil soap, complex taxus cuspidate extract, and composite northeast yew extract. The Company’s reportable segments are strategic business units that offer different products. They are managed separately based on the fundamental differences in their operations. All of the Company’s operations except the sales of yew candles, pine needle extracts, yew essential oil soap, complex taxus cuspidate extract and composite northeast yew extract are conducted in the PRC.
Information with respect to these reportable business segments for the year ended December 31, 2017 was as follows:
| For the Years Ended | ||||
| December 31, 2017 | ||||
| Revenues: | ||||
| TCM raw materials | $ | 20,180,406 | ||
| Yew trees | 9,978 | |||
| Handicrafts | 50,559 | |||
| Others | 20,298,747 | |||
| $ | 40,539,690 | |||
| Cost of revenues: | ||||
| TCM raw materials | $ | 14,941,841 | ||
| Yew trees | 7,954 | |||
| Handicrafts | 96,914 | |||
| Others | 20,431,004 | |||
| $ | 35,477,713 | |||
| Depreciation and amortization: | ||||
| TCM raw materials | $ | 190,605 | ||
| Yew trees | 42,677 | |||
| Handicrafts | 911 | |||
| Others | 24,202 | |||
| $ | 258,395 | |||
| Net income (loss): | ||||
| TCM raw materials | $ | 4,954,145 | ||
| Yew trees | 1,883 | |||
| Handicrafts | (47,067 | ) | ||
| Others | (1,695,927 | ) | ||
| $ | 3,213,034 | |||
| December 31, 2017 | ||||||||||||||||||||
| TCM raw materials | Yew trees | Handicrafts | Others | Total | ||||||||||||||||
| Identifiable long-lived assets, net | $ | 6,369,938 | $ | 474,961 | $ | 12,066 | $ | 92,530 | $ | 6,949,495 | ||||||||||
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The Company does not allocate any selling, general and administrative expenses, other income/expenses to its reportable segments because these activities are managed at a corporate level. In addition, the specified amounts for interest expense and income tax expense are not included in the measure of segment profit or loss reviewed by the chief operating decision maker and these specified amounts are not regularly provided to the chief operating decision maker.
Asset information by reportable segment is not reported to or reviewed by the chief operating decision maker and, therefore, the Company has not disclosed asset information for each reportable segment. The Company’s operations are located in the PRC.
NOTE 15 - COMMITMENTS AND CONTINGENCIES
Operating Lease
On February 1, 2015, the Company entered into a lease for its U.S. principal office space in California. Pursuant to the office lease, the monthly payment of $3,039 is due on the first day of each month of the first year, $3,150 for each month of the second year and $3,261 for each month of the third year. The term of the lease is for 3 years and expires on January 31, 2018. On February 1, 2018, the Company renewed the lease and the lease expires on January 31, 2020. Pursuant to the renewed lease agreement, the monthly payment is $3,521 from February 1, 2018 to January 1, 2019, and $3,669 from February 1, 2019 to January 31, 2020. For the years ended December 31, 2018 and 2017, rent expense related to the U.S. principal office lease amounted to approximately $47,000 and $41,804, respectively.
On May 1, 2017, the Company entered into a lease for product exhibition and promotion in California. The lease is on month by month basis and the monthly rent is $2,800. For the year ended December 31, 2018 and 2017, the related rent expense amounted to approximately $32,600 and $22,400.
On April 30, 2018, the Company entered into a lease for product sales space in California. The lease term is from May 11, 2018 to April 30, 2019. The lease includes a monthly base rent payment, due on the first day of each calendar month, and contingent rent, based on a percentage of sales in excess of specified target amounts. Pursuant to the lease agreement, the monthly base rent payment is $1,761 from May 11, 2018 to May 31, 2018, $2,600 from June 1, 2018 to October 31, 2018 and from January 1, 2019 to April 30, 2019, and $4,600 from November 1, 2018 to December 31, 2018. The contingent rent is recognized as rent expense when achievement of the specified sales that triggers the contingent rent is probable. For the year ended December 31, 2018, the related rent expense amounted to approximately $25,000, and no contingent rent expense was incurred.
See Note 12 for related party operating lease commitments.
Future minimum rental payments required, including lease with related parties, are as follows:
| Years Ending December 31: | ||||
| 2019 | $ | 59,732 | ||
| 2020 | 28,658 | |||
| 2021 | 30,168 | |||
| 2022 | 29,441 | |||
| 2023 | 29,441 | |||
| Thereafter | 274,680 | |||
| Total | $ | 452,120 | ||
NOTE 16 - JOINT VENTURE AGREEMENT FOR PLANTING OF YEW TREES
On March 21, 2004, HDS entered into a Joint Venture Planting Agreement (the “Joint Venture Agreement”) with Wuchang City Forestry Bureau (the “Forest Bureau”), pursuant to which the Forest Bureau has given HDS access to 1,000,000 mu of forest land located in Wuchang City to develop yew tree forests and produce yew seedlings. Pursuant to the Joint Venture Agreement, the Company is required to plant yew trees on this land from 2004 to 2034. Any profits from the planting of yew trees and other agriculture shall be distributed 80% to the Company and 20% to the Forest Bureau. For the years ended December 31, 2018 and 2017, the Company has not generated any revenues or activity on this land.
On June 14, 2018, HDS entered into a Joint Venture Planting Agreement (the “Joint Venture Agreement”) with Qinan State-owned Forestry Bureau (the “Qinan Forest Bureau”), pursuant to which the Qinan Forest Bureau has given HDS access to 10,730 mu of forest land located in Qinan City to develop yew tree forests and produce yew seedlings and foliage. Pursuant to the Joint Venture Agreement, the Company is required to plant yew trees on this land from 2018 to 2038. Any profits from the planting of yew trees and other agriculture shall be distributed 80% to the Company and 20% to the Qinan Forest Bureau. For the year ended December 31, 2018 the Company has not generated any revenues or activity on this land.
NOTE 17 - SUBSEQUENT EVENT
On February 28, 2019, the Company entered into an agreement with Chineseinvestor.com, pursuant to which both parties reached an agreement to cancel to issue the common shares of 375,000 to Chineseinvestor.
The Company has evaluated all other subsequent events through the date these consolidated financial statements were issued and determine that there were no other subsequent events or transactions that require recognition or disclosures in the consolidated financial statements.
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