UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
OR
For the fiscal year ended
OR
OR
Date of event requiring this shell company report
For the transition period from to
Commission file number:
(Exact name of Registrant as specified in its charter)
N/A
(Translation of Registrant’s name into English)
(Jurisdiction of incorporation or organization)
The People’s Republic of
+ 86-0592-5968169
(Address of principal executive offices)
Telephone:
At the address of the Company set forth above
(Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
Securities registered or to be registered pursuant to Section 12(b) of the Act.
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| The |
Securities registered or to be registered pursuant to Section 12(g) of the Act.
None
(Title of Class)
Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.
None
(Title of Class)
Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report.
An aggregate of
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐
If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
Yes ☐
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |
| ☒ | Emerging growth company |
If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, 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
has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report.
If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D 1(b). ☐
Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:
| International Financial Reporting Standards as issued by the International Accounting Standards Board ☐ | Other ☐ |
| * | If “Other” has been checked in response to the previous question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐ Item 18 ☐ |
If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
TABLE OF CONTENTS
i
INTRODUCTION
In this annual report on Form 20-F, unless the context otherwise requires, references to:
| ● | “China” or the “PRC” are to the People’s Republic of China; | |
| ● | “Class A Ordinary Shares” are to Class A ordinary shares of Pop Culture Group (defined below), par value $0.01 per share. On October 26, 2023, we effected a 10-to-1 Share Consolidation (as defined below), as a result of which the par value of Class A Ordinary Shares of the Company increased from US$0.001 per share to US$0.01 per share; | |
| ● | “Class B Ordinary Shares” are to Class B ordinary shares of Pop Culture Group, par value $0.01 per share. On October 26, 2023, we effected a 10-to-1 Share Consolidation, as a result of which the par value of Class B Ordinary Shares of the Company increased from US$0.001 per share to US$0.01 per share; | |
| ● | “Heliheng” are to Heliheng Culture Co., Ltd., a limited liability company organized under the laws of the PRC, which is wholly owned by Pop Culture HK (defined below); | |
| ● | “PRC operating entities” are to Xiamen Pop Culture (defined below) and its subsidiaries; | |
| ● | “Pop Culture Group,” “we,” “us,” “our Company,” or the “Company” are to Pop Culture Group Co., Ltd, an exempted company limited by shares incorporated under the laws of Cayman Islands and when describing the group’s consolidated financial information, also includes the Company’s subsidiaries, the VIE, and the VIE’s subsidiaries; | |
| ● | “Pop Culture HK” are to Pop Culture (HK) Holding Limited, a Hong Kong corporation and wholly owned subsidiary of Pop Culture Group; | |
| ● | “PRC laws and regulations” are to the laws and regulations of mainland China; | |
| ● | “Renminbi” or “RMB” are to the legal currency of China; | |
| ● | “U.S. dollars,” “$,” and “dollars” are to the legal currency of the United States; | |
| ● | “VIE” are to variable interest entity; | |
| ● | “VIE Agreements” are to the contractual arrangements among Heliheng, Xiamen Pop Culture, and the Xiamen Pop Culture Shareholders (defined below); | |
| ● | “WFOE” are to wholly foreign-owned enterprise; | |
| ● | “Xiamen Pop Culture” or the “VIE” are to Xiamen Pop Culture Co., Ltd., a limited liability company organized under the laws of the PRC; and | |
| ● | “Xiamen Pop Culture Shareholders” are to Zhuoqin Huang, Weiyi Lin, Rongdi Zhang, Chunxiao Cui, Xiayu Cui, Junlong He, Yu Huang, Azhen Lin, and Wuyang Chen, who collectively hold 100% of the equity interests in Xiamen Pop Culture. |
ii
On October 9, 2023, we held an extraordinary meeting of shareholders (the “Meeting”), during which the shareholders approved a proposal to effect a share consolidation of each 10 ordinary shares with par value of US$0.001 each in our issued and unissued share capital into one ordinary share with par value of US$0.01 each (the “Share Consolidation”). The Share Consolidation became effective on October 26, 2023, and the Class A Ordinary Shares began trading on a post-Share Consolidation basis on the Nasdaq Capital Market when the market opened on October 27, 2023 under the same symbol “CPOP” but under a new CUSIP number of G71700 119. No fractional shares were issued in connection with the Share Consolidation. All fractional shares were rounded up to the whole number of shares. Each 10 pre-split ordinary shares outstanding automatically combined and converted to one issued and outstanding ordinary share without any action on the part of the shareholders.
Immediately following the Share Consolidation, the authorized share capital of the Company became US$50,000.00 divided into 4,400,000 Class A Ordinary Shares of par value US$0.01 each and 600,000 Class B Ordinary Shares of par value US$0.01 each.
From a Cayman Islands legal perspective, the Share Consolidation does not have any retroactive effect on our shares prior to the effective date on October 26, 2023. However, references to our ordinary shares in this annual report are stated as having been retroactively adjusted and restated to give effect to the Share Consolidation, as if the Share Consolidation had occurred by the relevant earlier date.
This annual report on Form 20-F includes our audited consolidated financial statements for the fiscal years ended June 30, 2023, 2022, and 2021. In this annual report, we refer to assets, obligations, commitments, and liabilities in our consolidated financial statements in United States dollars. These dollar references are based on the exchange rate of RMB to United States dollars, determined as of a specific date or for a specific period. Changes in the exchange rate will affect the amount of our obligations and the value of our assets in terms of United States dollars which may result in an increase or decrease in the amount of our obligations and the value of our assets.
This annual report contains translations of certain RMB amounts into U.S. dollars at specified rates. Unless otherwise stated, the following exchange rates are used in this annual report:
| June 30, | ||||||||||||
| US$ Exchange Rate | 2023 | 2022 | 2021 | |||||||||
| At the end of the year - RMB | RMB7.2513 to $1.00 | RMB6.6981 to $1.00 | RMB6.4579 to $1.00 | |||||||||
| Average rate for the year - RMB | RMB6.9536 to $1.00 | RMB6.4554 to $1.00 | RMB6.6228 to $1.00 | |||||||||
iii
FORWARD-LOOKING INFORMATION
This annual report contains statements that constitute forward-looking statements. Many of the forward- looking statements contained in this annual report can be identified by the use of forward-looking words such as “anticipate,” “believe,” “could,” “expect,” “should,” “plan,” “intend,” “estimate,” and “potential,” among others.
Forward-looking statements appear in a number of places in this annual report and include, but are not limited to, statements regarding our intent, belief or current expectations. Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to our management. Such statements are subject to risks and uncertainties, and actual results may differ materially from those expressed or implied in the forward-looking statements due to of various factors, including, but not limited to, those identified under the section entitled “Item 3. Key Information—3.D. Risk Factors” in this annual report. These risks and uncertainties include factors relating to:
| ● | assumptions about our future financial and operating results, including revenue, income, expenditures, cash balances, and other financial items; |
| ● | our ability to execute our growth, and expansion, including our ability to meet our goals; |
| ● | current and future economic and political conditions; |
| ● | our ability to compete in the highly-competitive hip-hop industry; |
| ● | our capital requirements and our ability to raise any additional financing that we may require; |
| ● | our ability to attract clients and further enhance our brand recognition; |
| ● | our ability to hire and retain qualified management personnel and key employees in order to enable us to develop our business; |
| ● | trends and competition in the hip-hop industry; |
| ● | the future development of the COVID-19 pandemic; and |
| ● | other assumptions described in this annual report underlying or relating to any forward-looking statements. |
These forward-looking statements involve various risks and uncertainties. Although we believe that our expectations expressed in these forward-looking statements are reasonable, our expectations may later be found to be incorrect. Our actual results could be materially different from our expectations. Other sections of this annual report include additional factors that could adversely impact our business and financial performance. Moreover, we operate in an evolving environment. New risk factors and uncertainties emerge from time to time and it is not possible for our management to predict all risk factors and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. You should read thoroughly this annual report and the documents that we refer to with the understanding that our actual future results may be materially different from, or worse than, what we expect. We qualify all of our forward-looking statements by these cautionary statements.
The forward-looking statements made in this annual report relate only to events or information as of the date on which the statements are made in this annual report. Except as required by law, we undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, after the date on which the statements are made or to reflect the occurrence of unanticipated events. You should read this annual report and the documents that we refer to in this annual report and exhibits to this annual report completely and with the understanding that our actual future results may be materially different from what we expect.
iv
Part I
Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
Not Applicable.
Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE
Not Applicable.
Item 3. KEY INFORMATION
We are a holding company incorporated in the Cayman Islands on January 3, 2020 and not a Chinese operating company. As a holding company, we conduct most of our operations through the VIE and its subsidiaries in the PRC. As of the date of this annual report, the operations conducted by us, the Cayman holding company, include contracting third-party companies for developing metaverse platforms, operating apparel brands “Stussy” and “Fear of God” or other pop brands of the same notch or same category in mainland China, and operating live music concerts of a popular mandarin singer during 2022. For accounting purposes, we control and receive the economic benefits of the business operations of the VIE and its subsidiaries through the VIE Agreements, which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under generally accepted accounting principles in the United States (“U.S. GAAP”), and the structure involves unique risks to investors. Our securities are securities of Pop Culture Group, the offshore holding company in the Cayman Islands, instead of securities of the VIE or its subsidiaries in the PRC. The VIE structure provides contractual exposure to foreign investment in China-based companies where PRC laws and regulations prohibit direct foreign investment in the operating companies. As a result of our use of the VIE structure, investors may never hold equity interests in the VIE or its subsidiaries.
The following diagram illustrates our corporate structure, including our subsidiaries and the VIE and its subsidiaries, as of the date of this annual report:
| * | Indicates less than 1% |
1
Notes: All percentages reflect the voting ownership interests instead of the equity interests held by each of our shareholders given that each holder of Class B Ordinary Shares is entitled to seven votes per one Class B Ordinary Share and each holder of Class A Ordinary Shares is entitled to one vote per one Class A Ordinary Share.
| (1) | Represents 576,308 Class B Ordinary Shares indirectly held by Zhuoqin Huang, the 100% owner of Joya Enterprises Limited, as of the date of this annual report. | |
| (2) | Represents 23,300 Class A Ordinary Shares indirectly held by Weiyi Lin, the 100% owner of Victory Quest Industries Limited, as of the date of this annual report. |
| (3) | Represents an aggregate of 75,509 Class A Ordinary Shares held by five shareholders of Pop Culture Group, each one of which holds less than 5% of our voting ownership interests, as of the date of this annual report. |
| (4) | As of the date of this annual report, Xiamen Pop Culture is held by Zhuoqin Huang as to 61.58%, Weiyi Lin as to 10.02%, Rongdi Zhang as to 9.10%, Chunxiao Cui as to 6.11%, Xiayu Cui as to 6.11%, Junlong He as to 4.42%, Yu Huang as to 2.42%, Azhen Lin as to 0.12%, and Wuyang Chen as to 0.12%, respectively, together holding 100% of the shares. | |
| (5) | Fujian Zhongshi Communication Co., Ltd., Junpu Jiyuan (Xiamen) Digital Industry Co., Ltd., and Bo Lan, three unrelated third parties, collectively hold 49% of the equity interests in Zhongpu Shuyuan (Xiamen) Digital Technology Co., Ltd. (“Zhongpu Shuyuan”). |
| (6) | Wanquan Yi, the legal representative and executive director of Shenzhen Pop Digital Industry Development Co., Ltd., Shenzhen HipHopJust Information Technology Co., Ltd., and Zhaowei Wu, two unrelated third parties, collectively hold 44% of the equity interests in Shenzhen Jam Box Technology Co., Ltd. (“Shenzhen Jam Box”) as 4% equity interest of Shenzhen Jam Box was transferred to Wanquan Yi from Shenzhen Pop Digital Industry Development Co., Ltd. on December 1, 2022 and declared effective by the local authority on January 11, 2023. |
The VIE Agreements
Neither we nor our subsidiaries own any share in Xiamen Pop Culture or its subsidiaries. Instead, for accounting purposes, we control and receive the economic benefits of the business operations of the VIE and its subsidiaries through the VIE Agreements, which enables us to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP. Heliheng, Xiamen Pop Culture, and the Xiamen Pop Culture Shareholders entered into the VIE Agreements on March 30, 2020, which were amended and restated on February 19, 2021. The VIE Agreements are designed to provide Heliheng with the power, rights, and obligations with respect to Xiamen Pop Culture as set forth under the VIE Agreements. We have evaluated the guidance in Financial Accounting Standards Board Accounting Standards Codification 810 and determined that we are regarded as the primary beneficiary of the VIE for accounting purposes, as a result of our direct ownership in Heliheng and the provisions of the VIE Agreements.
2
Each of the agreements in the VIE Agreements is described in detail below.
Exclusive Services Agreement
Pursuant to the Exclusive Services Agreement between Xiamen Pop Culture and Heliheng, Heliheng provides Xiamen Pop Culture with technical support, intellectual services, and other management services relating to its day-to-day business operations and management, on an exclusive basis, utilizing its advantages in technology, human resources, and information. For services rendered to Xiamen Pop Culture by Heliheng under the Exclusive Services Agreement, Heliheng is entitled to collect a service fee equal to 100% of the net income of Xiamen Pop Culture, which is Xiamen Pop Culture’s earnings before tax after deducting relevant costs and reasonable expenses.
The Exclusive Services Agreement became effective on March 30, 2020, was amended and restated on February 19, 2021, and will remain effective unless otherwise terminated as required by laws or regulations, or by relevant governmental or regulatory authorities. Nevertheless, the Exclusive Services Agreement will be terminated after all shares in Xiamen Pop Culture held by the Xiamen Pop Culture Shareholders and/or all the assets of Xiamen Pop Culture have been legally transferred to Heliheng and/or its designee in accordance with the Exclusive Option Agreement.
The Exclusive Services Agreement does not prohibit related party transactions. Our audit committee is required to review and approve in advance any related party transactions, including transactions involving Heliheng or Xiamen Pop Culture.
Share Pledge Agreement
Under the Share Pledge Agreement between Heliheng and the Xiamen Pop Culture Shareholders, together holding 100% of the shares in Xiamen Pop Culture, the Xiamen Pop Culture Shareholders pledged their shares in Xiamen Pop Culture to Heliheng to guarantee the performance of Xiamen Pop Culture’s obligations under the Exclusive Services Agreement. Under the terms of the Share Pledge Agreement, in the event that Xiamen Pop Culture or the Xiamen Pop Culture Shareholders breach their respective contractual obligations under the Exclusive Services Agreement, Heliheng, as pledgee, will be entitled to certain rights, including, but not limited to, the right to collect dividends generated by the pledged shares. The Xiamen Pop Culture Shareholders also agreed that upon occurrence of any event of default, as set forth in the Share Pledge Agreement, Heliheng is entitled to dispose of the pledged shares in accordance with applicable PRC laws and regulations. The Xiamen Pop Culture Shareholders further agreed not to dispose of the pledged shares or take any action that would prejudice Heliheng’s interest.
The Share Pledge Agreement is effective until the full payment of the service fees under the Exclusive Services Agreement and upon termination of Xiamen Pop Culture’s obligations under the Exclusive Services Agreement, or upon the transfer of shares under the Exclusive Option Agreement.
The purposes of the Share Pledge Agreement are to (1) guarantee the performance of Xiamen Pop Culture’s obligations under the Exclusive Services Agreement and (2) make sure the Xiamen Pop Culture Shareholders do not transfer or assign the pledged shares, or create or allow any encumbrance that would prejudice Heliheng’s interests without Heliheng’s prior written consent. In the event Xiamen Pop Culture breaches its contractual obligations under the Exclusive Services Agreement, Heliheng will be entitled to dispose of the pledged shares in accordance with relevant PRC laws and regulations.
As of the date of this annual report, the share pledges under the Share Pledge Agreement have been registered with the competent PRC regulatory authority.
Exclusive Option Agreement
Under the Exclusive Option Agreement, the Xiamen Pop Culture Shareholders, together holding 100% of the shares in Xiamen Pop Culture, irrevocably granted Heliheng (or its designee) an exclusive option to purchase, to the extent permitted under PRC laws and regulations, once or at multiple times, at any time, part or all of their shares in Xiamen Pop Culture. The option price is RMB10 or the minimum amount to the extent permitted under PRC laws and regulations, whichever is lower.
Under the Exclusive Option Agreement, Heliheng may at any time under any circumstances, purchase or have its designee purchase, at its discretion, to the extent permitted under PRC laws and regulations, all or part of the Xiamen Pop Culture Shareholders’ shares in Xiamen Pop Culture. The Exclusive Option Agreement, together with the Share Pledge Agreement, the Exclusive Services Agreement, and the Shareholders’ Powers of Attorney, enable us to consolidate the financial results of Xiamen Pop Culture and its subsidiaries in our consolidated financial statements under U.S. GAAP.
3
The Exclusive Option Agreement remains effective until all the equity of Xiamen Pop Culture is legally transferred under the name of Heliheng and/or other entity or individual designated by it, unless terminated earlier by Heliheng with a 30-day prior notice.
Shareholders’ Powers of Attorney
Under each of the Powers of Attorney, the Xiamen Pop Culture Shareholders authorized Heliheng to act on their behalf as their exclusive agent and attorney with respect to all rights as shareholders, including but not limited to: (a) attending shareholders’ meetings; (b) exercising all the shareholder’s rights, including voting, that shareholders are entitled to under PRC laws and regulations and the Articles of Association, including but not limited to the sale or transfer or pledge or disposition of shares in part or in whole; and (c) designating and appointing on behalf of shareholders the legal representative, the executive director, supervisor, the chief executive officer, and other senior management members of Xiamen Pop Culture.
The Powers of Attorney are irrevocable and continuously valid from the date of execution of the Powers of Attorney, so long as the Xiamen Pop Culture Shareholders are shareholders of Xiamen Pop Culture.
Spousal Consents
The spouses of certain of the Xiamen Pop Culture Shareholders agreed, via a spousal consent, to the execution of the “Transaction Documents” including: (a) Exclusive Option Agreement entered into with Heliheng and Xiamen Pop Culture; (b) Share Pledge Agreement entered into with Heliheng; and (c) Powers of Attorney executed by the Xiamen Pop Culture Shareholders, and the disposal of the shares of Xiamen Pop Culture held by the Xiamen Pop Culture Shareholders and registered in their names.
The spouses of certain of the Xiamen Pop Culture Shareholders further undertook not to make any assertions in connection with the shares of Xiamen Pop Culture which are held by the Xiamen Pop Culture Shareholders. The spouses of certain of the Xiamen Pop Culture Shareholders confirmed that the Xiamen Pop Culture Shareholders can perform, amend, or terminate the Transaction Documents without their authorization or consent. They undertook to execute all necessary documents and take all necessary actions to ensure appropriate performance of the agreements.
The spouses of certain of the Xiamen Pop Culture Shareholders also undertook that if they obtain any share of Xiamen Pop Culture which are held by the Xiamen Pop Culture Shareholders for any reasons, they will be bound by the Transaction Documents and comply with the obligations thereunder as shareholders of Xiamen Pop Culture. For this purpose, upon Heliheng’s request, they will sign a series of written documents in substantially the same format and content as the Transaction Documents and Exclusive Services Agreement (as amended from time to time).
Risks Associated with Our Corporate Structure and the VIE Agreements
Because we do not directly hold equity interests in the VIE and its subsidiaries, we are subject to risks and uncertainties of the interpretations and applications of PRC laws and regulations, including but not limited to, regulatory review of overseas listing of companies in the PRC through special purpose vehicles and the validity and enforcement of the VIE Agreements. We are also subject to the risks and uncertainties about any future actions of the PRC government in this regard that could disallow the VIE structure, which would likely result in a material change in the VIE’s operations, and the value of our Class A Ordinary Shares may depreciate significantly or become worthless. See “—D. Risk Factors—Risks Relating to Our Corporate Structure,” “—D. Risk Factors—Risks Relating to Doing Business in the PRC,” and “—D. Risk Factors—Risks Relating to Our Class A Ordinary Shares and the Trading Market.” The VIE Agreements have not been tested in a court of law in the PRC as of the date of this annual report.
4
The VIE Agreements may not be as effective as direct ownership in providing operational control. For instance, Xiamen Pop Culture and the Xiamen Pop Culture Shareholders could breach the VIE Agreements, by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. The Xiamen Pop Culture Shareholders may not act in the best interests of our Company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the VIE Agreements. In the event that Xiamen Pop Culture or the Xiamen Pop Culture Shareholders fail to perform their respective obligations under the VIE Agreements, we may have to incur substantial costs and expend additional resources to enforce such arrangements. In addition, even if legal actions are taken to enforce such arrangements, there is uncertainty as to whether the courts of the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state. See “—D. Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government determines that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations,” “—D. Risk Factors—Risks Relating to Doing Business in the PRC—Uncertainties in the interpretation and enforcement of PRC laws and regulations could limit the legal protection available to you and us,” “—D. Risk Factors—Risks Relating to Our Corporate Structure—The VIE Agreements may not be effective in providing control over Xiamen Pop Culture,” and “—D. Risk Factors—Risks Relating to Our Corporate Structure—The VIE Agreements are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under the VIE Agreements.”
Risks Associated with being based in the PRC
We are subject to certain legal and operational risks associated with being based in the PRC, which could result in a material change in the PRC operating entities’ operations and/or the value of our securities, or could significantly limit or completely hinder our ability to offer or continue to offer securities to investors and cause the value of such securities to significantly decline or be worthless. PRC laws and regulations governing our current business operations are sometimes vague and uncertain. Recently, the PRC government adopted a series of regulatory actions and issued statements to regulate business operations in the PRC with little advance notice, including cracking down on illegal activities in the securities market, adopting new measures to extend the scope of cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. For example, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions on Severely Cracking Down on Illegal Securities Activities According to Law, or the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. On December 28, 2021, the Cyberspace Administration of China, together with 12 other governmental departments of the PRC, jointly promulgated the Measures for Cybersecurity Review (2021 version) (the “Cybersecurity Review Measures”), which became effective on February 15, 2022. The Cybersecurity Review Measures requires that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the Cyberspace Administration of China, or the “CAC,” if it intends to be listed in foreign countries. In addition, if a critical information infrastructure operator (“CIIO”) purchases Internet products and services that affect or may affect national security, it should be subject to cybersecurity review by the CAC. As of the date of this annual report, we, our subsidiaries, and the PRC operating entities have not been involved in any investigations on cybersecurity review initiated by any PRC regulatory authority, nor has any of them received any inquiry, notice, or sanction. As confirmed by our PRC counsel, AllBright Law Offices (Xiamen) (“AllBright”), as of the date of this annual report, we are not subject to cybersecurity review with the CAC, under the Cybersecurity Review Measures, or if the Security Administration Draft, as illustrated below, is enacted as proposed, since (i) as companies that host entertainment events, operate hip-hop related online programs, and provide event planning and execution services and brand promotion services to corporate clients, we and the PRC operating entities are unlikely to be classified as CIIOs by the PRC regulatory agencies; (ii) we and the PRC operating entities currently possess personal information of a relatively small number of users in their business operations, significantly less than the one million user threshold set for a data processing operator applying for listing on a foreign exchange that may be required to pass such cybersecurity review, and they do not anticipate that they will be collecting over one million users’ personal information in the foreseeable future; and (iii) since we and the PRC operating entities are in the hip-hop industry, data processed in their business is unlikely to have a bearing on national security and therefore is unlikely to be classified as core or important data by the authorities. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft. See “—D. Risk Factors—Risks Relating to Doing Business in the PRC—Recent greater oversight by the Cyberspace Administration of China over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering.”
5
On February 17, 2023, the China Securities Regulatory Commission (the “CSRC”) promulgated the Trial Administrative Measures of Overseas Securities Offering and Listing by Domestic Companies (the “Trial Measures”) and five supporting guidelines, which came into effect on March 31, 2023. As our registration statement on Form F-1 was declared effective on June 29, 2021 and we completed our initial public offering and listing on July 2, 2021, we are currently not required to complete the filing procedures pursuant to the Trial Measures. However, in the event that we undertake new offerings or fundraising activities in the future, we may be required to complete the filing procedures. Other than the foregoing, as of the date of this annual report, according to AllBright, our PRC legal counsel, no relevant PRC laws or regulations in effect require that we obtain permission from any PRC authorities to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to our offerings from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations. The Standing Committee of the National People’s Congress (the “SCNPC”) or PRC regulatory authorities may in the future promulgate additional laws, regulations, or implementing rules that require us, our subsidiaries, the VIE, and/or the VIE’s subsidiaries to obtain regulatory approval from Chinese authorities for our continued listing in the U.S. If we do not receive or maintain such approval, or inadvertently conclude that such approval is not required, or applicable laws, regulations, or interpretations change such that we are required to obtain approval in the future, we may be subject to an investigation by competent regulators, fines or penalties, or an order prohibiting us from conducting a subsequent offering, and these risks could result in a material adverse change in our operations and the value of our Class A Ordinary Shares, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless. See “—D. Risk Factors—Risks Relating to Doing Business in the PRC—The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.”
Since 2021, the Chinese government has strengthened its anti-monopoly supervision, mainly in three aspects: (i) establishing the National Anti-Monopoly Bureau; (ii) revising and promulgating anti-monopoly laws and regulations, including: the Anti-Monopoly Law of the PRC (amended on June 24, 2022 and effective on August 1, 2022), the anti-monopoly guidelines for various industries, and the Detailed Rules for the Implementation of the Fair Competition Review System; and (iii) expanding the anti-monopoly law enforcement targeting Internet companies and large enterprises. As of the date of this annual report, the Chinese government’s recent statements and regulatory actions related to anti-monopoly concerns have not impacted our or the PRC operating entities’ ability to conduct business, our ability to accept foreign investments or issue our securities to foreign investors because neither we and our subsidiaries, nor the PRC operating entities engage in monopolistic behaviors that are subject to these statements or regulatory actions.
Permissions Required from PRC Authorities
As of the date of this annual report, we, our PRC subsidiaries, and the PRC operating entities, (i) are not covered by additional permissions or approval requirements from any governmental agency that is required to approve the PRC operating entities’ operations, (ii) have received from PRC authorities all requisite licenses, permissions, and approvals needed to engage in the businesses currently conducted in the PRC, and (iii) no such permission or approval has been denied. These licenses, permissions, and approvals, which have been successfully obtained, are: (i) business licenses; (ii) the Electronic Data Interchange (“EDI”) and Internet Content Provider (“ICP”) Licenses; (iii) the Commercial Performance License; and (iv) the filing-for-record procedures before engaging in non-commercial Internet content service operations.
As advised by our PRC counsel, AllBright, as of the date of this annual report, our Company, our subsidiaries, and the PRC operating entities, (i) are not required to obtain additional permissions or approvals to operate their current business, (ii) are not required to obtain permission from the CSRC, the CAC, or any other Chinese authorities to maintain our listing status on U.S. exchange based on PRC laws and regulations currently in effect, and (iii) have not received or were denied such permission by any Chinese authorities. However, we cannot assure you that the PRC regulatory agencies, including the CAC or the CSRC, would take the same view as we do, and there is no assurance that our PRC subsidiaries and the PRC operating entities are always able to successfully update or renew the licenses or permits required for the relevant business in a timely manner or that these licenses or permits are sufficient to conduct all of their present or future business. If our PRC subsidiaries or the PRC operating entities (i) do not receive or maintain required permissions or approvals, (ii) inadvertently conclude that such permissions or approvals are not required, or (iii) applicable laws, regulations, or interpretations change and our PRC subsidiaries and the PRC operating entities are required to obtain such permissions or approvals in the future, they could be subject to fines, legal sanctions, or an order to suspend their relevant services, which may materially and adversely affect our financial condition and results of operations and cause our securities to significantly decline in value or become worthless.
6
Recently, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. See “—D. Risk Factors—Risks Relating to Doing Business in the PRC—The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.”
According to the Notice on the Administrative Arrangements for the Filing of the Overseas Securities Offering and Listing by Domestic Companies from the CSRC, or “the CSRC Notice,” the domestic companies that have already been listed overseas before the effective date of the Trial Measures (namely, March 31, 2023) shall be deemed as existing issuers (the “Existing Issuers”). Existing Issuers are not required to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent offerings. Further, according to the CSRC Notice, domestic companies that have obtained approval from overseas regulatory authorities or securities exchanges (for example, the effectiveness of a registration statement for offering and listing in the U.S. has been obtained) for their indirect overseas offering and listing prior to March 31, 2023 but have not yet completed their indirect overseas issuance and listing, are granted a six-month transition period from March 31, 2023 to September 30, 2023. Those that complete their indirect overseas offering and listing within such six-month period are deemed as Existing Issuers and are not required to file with the CSRC for their indirect overseas offerings and listings. Within such six-month transition period, however, if such domestic companies fail to complete their indirect overseas issuance and listing, they shall complete the filing procedures with the CSRC.
Based on the foregoing, as our registration statement on Form F-1 in connection with our initial public offering was declared effective on June 29, 2021 and we completed our initial public offering and listing on July 2, 2021, we are currently not required to complete the filing procedures pursuant to the Trial Measures. However, in the event that we undertake new offerings or fundraising activities in the future, we may be required to complete the filing procedures.
On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions on Strengthening Confidentiality and Archives Administration for Overseas Securities Offering and Listing, which were issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009, or the “Provisions.” The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” and came into effect on March 31, 2023 together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities, including securities companies, securities service providers, and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including securities companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any failure or perceived failure by our Company, our subsidiaries, the VIE, or the VIE’s subsidiaries to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.
As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance, we cannot assure you that we will be able to comply with new regulatory requirements relating to our future overseas capital-raising activities and we may become subject to more stringent requirements with respect to matters such as cross-border investigation, data privacy, and enforcement of legal claims. See “—D. Risk Factors—Risks Relating to Doing Business in the PRC—The Opinions, the Trial Measures, and the revised Provisions recently issued by the PRC authorities may subject us to additional compliance requirements in the future.”
7
Other than the foregoing, as of the date of this annual report, we are not aware of any other PRC laws or regulations in effect requiring that we obtain permission or approval from any PRC authorities for our subsidiaries or the PRC operating entities’ operations and to issue securities to foreign investors, and we have not received any inquiry, notice, warning, sanction, or any regulatory objection to our offerings from the CSRC, the CAC, or any other PRC authorities that have jurisdiction over our operations.
In addition, our securities may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act if the Public Company Accounting Oversight Board (United States), or the “PCAOB,” is unable to inspect our auditor for three consecutive years beginning in 2021. Our auditor, WWC, P.C., is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S., is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading in our Class A Ordinary Shares is prohibited under the Holding Foreign Companies Accountable Act in the future because the PCAOB determines that it cannot inspect or fully investigate our auditor at such future time, Nasdaq may determine to delist our Class A Ordinary Shares. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the U.S. Securities and Exchange Commission (the “SEC”) to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading. On August 26, 2022, the CSRC, the Ministry of Finance of the PRC (the “MOF”), and the PCAOB signed a Statement of Protocol (the “Protocol”) governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination. See “—D. Risk Factors—Risks Relating to Doing Business in the PRC—Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.”
Asset Transfers Between Our Company, Our Subsidiaries, and the VIE
As of the date of this annual report, our Company, our subsidiaries, and the VIE have not distributed any earnings or settled any amounts owed under the VIE Agreements. Our Company, our subsidiaries, and the VIE do not have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future.
The Company’s management is directly supervising cash management. Our finance department is responsible for establishing the cash management policies and procedures among our subsidiaries and departments and the PRC operating entities. Each subsidiary, department, or PRC operating entity initiates a cash request by putting forward a cash demand plan, which explains the specific amount and timing of cash requested, and submitting it to designated management members of the Company, based on the amount and the use of cash requested. The designated management member examines and approves the allocation of cash based on the sources of cash and the priorities of the needs, and submit it to the cashier specialists of our finance department for a second review. Other than the above, we currently do not have other cash management policies or procedures that dictate how funds are transferred.
8
During the fiscal years ended June 30, 2023, 2022, and 2021, cash transfers and transfers of other assets between our Company, our subsidiaries, and the VIE were as follows: in July 2020, Pop Culture Group transferred approximately $600,000 to Pop Culture HK, which in turn transferred approximately $599,000 to Heliheng; in July 2021, Pop Culture Group transferred approximately $7,081,000 of the net proceeds from our initial public offering to Pop Culture HK, which in turn transferred approximately $7,050,000 to Heliheng; and in May and June 2022, Pop Culture Group transferred approximately $3,019,000 to Pop Culture HK, which in turn transferred approximately $3,008,400 to Heliheng; and in September 2022 and January 2023, Pop Culture Group transferred approximately $3,807,000 to Pop Culture HK. In September 2022, October 2022, November 2022, December 2022, February 2023, and April 2023, Heliheng transferred approximately $1,766,000 to Xiamen Pop Culture.
Dividends or Distributions Made to Our Company and U.S. Investors and Tax Consequences
As of the date of this annual report, none of our subsidiaries or the VIE have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Subject to the passive foreign investment company (“PFIC”) rules, the gross amount of distributions we make to investors with respect to our securities (including the amount of any taxes withheld therefrom) will be taxable as a dividend, to the extent that the distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts due in the ordinary course of business.
Cash is transferred among our Company, our subsidiaries, and the VIE, in the following manners: (i) funds are transferred to Heliheng, our WFOE, from our Company as needed through Pop Culture HK, our Hong Kong subsidiary, in the form of capital contributions or shareholder loans, as the case may be; (ii) funds may be paid by the VIE to Heliheng, as service fees according to the VIE Agreements; (iii) dividends or other distributions may be paid by Heliheng, to our Company through Pop Culture HK; and (iv) Heliheng and the VIE, lend to and borrow from each other from time to time for business operation purposes.
Relevant PRC laws and regulations permit the companies in the PRC to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, each of the companies in the PRC are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. The companies in the PRC are also required to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at their discretion. These reserves are not distributable as cash dividends. Furthermore, in order for us to pay dividends to our shareholders, we will rely on payments made from Xiamen Pop Culture to Heliheng, pursuant to the VIE Agreements, and the distribution of such payments to Pop Culture HK as dividends from Heliheng, and then to our Company. If our PRC subsidiaries and the PRC operating entities incur debt on their own behalf in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments to us.
Our cash dividends, if any, will be paid in U.S. dollars. If we are considered a tax resident enterprise of the PRC for tax purposes, any dividends we pay to our overseas shareholders may be regarded as PRC-sourced income and as a result may be subject to PRC withholding tax. See “—D. Risk Factors—Risks Relating to Doing Business in the PRC—Under the PRC Enterprise Income Tax Law, we may be classified as a PRC ‘resident enterprise’ for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.”
The PRC government also imposes controls on the convertibility of Renminbi into foreign currencies and, in certain cases, the remittance of currency out of the PRC. The majority of our and the PRC operating entities’ income is received in Renminbi and shortages in foreign currencies may restrict our ability to pay dividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from the State Administration of Foreign Exchange as long as certain procedural requirements are met. Approval from appropriate government authorities is required if Renminbi is converted into foreign currency and remitted out of the PRC to pay capital expenses such as the repayment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders.
Any limitation on the ability of our PRC subsidiaries and the PRC operating entities to distribute dividends or other payments to their respective shareholders could materially and adversely limit our ability to conduct operations, make investments, engage in acquisitions, or undertake other activities requiring working capital. However, our operations and business, including investment and/or acquisitions by our PRC subsidiaries and the PRC operating entities within the PRC, will not be affected as long as the capital is not transferred in or out of the PRC.
9
Selected Condensed Consolidating Financial Schedule
As a holding company, we conduct most of our operations through our subsidiaries and the VIE and its subsidiaries in the PRC. As of the date of this annual report, the operations conducted by us, the Cayman holding company, include contracting third-party companies for developing metaverse platforms, operating apparel brands “Stussy” and “Fear of God” or other pop brands of the same notch or same category in mainland China, and operating live music concerts of a popular mandarin singer during 2022. Our subsidiaries and the VIE and its subsidiaries as of the date of this annual report are described below:
| Name of Entity | Date of Incorporation/ | Place of Incorporation/ | Effective Interest Held Through Equity Ownership/ Contractual Arrangements | Principal Activities | ||||
| Pop Culture Group | January 3, 2020 | Cayman Islands | 100% | Parent Holding | ||||
| Subsidiaries | ||||||||
| Pop Culture HK | January 20, 2020 | Hong Kong | 100% | Investment holding | ||||
| Heliheng | March 13, 2020 | PRC | 100% | WFOE, consultancy and information technology support | ||||
| Pop Culture Global Operations Inc. (“Pop Culture Global”) | December 3, 2021 | California | 100% | Overseas hip-hop resource integration and business development | ||||
| Xiamen Pop Investment Co., Ltd. (“Pop Investment”) | January 25, 2022 | PRC | 60% owned by Heliheng; 40% owned by the VIE | Cross-border funds management | ||||
| Fujian Pupu Shuzhi Sports Industry Development Co., Ltd. (“Shuzhi Sports”) | July 21, 2022 | PRC | 100% | Holding sports performance activities | ||||
| VIE | ||||||||
| Xiamen Pop Culture | March 29, 2007 | PRC | VIE | Event planning, execution, and hosting | ||||
| VIE’s subsidiaries | ||||||||
| Shanghai Pupu Sibo Sports Technology Development Co., Ltd. (“Pupu Sibo”) | March 30, 2017 | PRC | 100% owned by the VIE | Event planning and execution | ||||
| Xiamen Pop Network Technology Co., Ltd. (“Pop Network”) | June 6, 2017 | PRC | 100% owned by the VIE | Marketing | ||||
| Guangzhou Shuzhi Culture Communication Co., Ltd. (“Guangzhou Shuzhi”) | December 19, 2018 | PRC | 100% owned by the VIE | Event planning and execution | ||||
| Shenzhen Pop Digital Industry Development Co., Ltd. (“Shenzhen Pop”) | January 17, 2020 | PRC | 100% owned by the VIE | Event planning and execution | ||||
| Xiamen Pupu Digital Technology Co., Ltd. (“Pupu Digital”) | June 20, 2022 | PRC | 100% owned by the VIE | Cultural technology | ||||
| Hualiu Digital Entertainment (Beijing) International Culture Media Co., Ltd. (“Hualiu Digital”) | April 14, 2022 | PRC | 100% owned by the VIE | Acting broker and self-branding development | ||||
| Zhongpu Shuyuan | March 30, 2022 | PRC | 51% owned by the VIE | Digital collection and Metaverse | ||||
| Xiamen Qiqin Technology Co., Ltd. (“Xiamen Qiqin”) | April 12, 2022 | PRC | 51% owned by the VIE | IPC License | ||||
| Shenzhen Jam box | November 18, 2021 | PRC | 56% owned by the VIE | Software-as-a-Service (“SaaS”) Software Provider | ||||
| Xiamen Pop Shuzhi Culture Communication Co., Ltd. (“Xiamen Shuzhi”) | May 16, 2022 | PRC | 100% owned by the VIE | Online and offline advertising marketing and exhibitions |
10
The following tables present selected condensed consolidated financial data of Pop Culture Group and its subsidiaries and the VIE and its subsidiaries for the fiscal years ended June 30, 2023, 2022, and 2021, and balance sheet data as of June 30, 2023 and 2022.
SELECTED CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
For the Fiscal Year Ended June 30, 2023 | ||||||||||||||||||||
Pop Culture Group | Subsidiaries | VIE and its Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
| Revenue | $ | 257,169 | $ | - | $ | 18,286,074 | $ | - | $ | 18,543,243 | ||||||||||
| Cost of revenue | $ | 150,000 | $ | 312,198 | $ | 21,743,860 | $ | - | $ | 22,206,058 | ||||||||||
| Gross profit | $ | 107,169 | $ | (312,198 | ) | $ | (3,457,786 | ) | $ | - | $ | (3,662,815 | ) | |||||||
| Service fee income | $ | (15,327,143 | ) | $ | - | $ | - | $ | 15,327,143 | $ | - | |||||||||
| Net income | $ | (25,257,696 | ) | $ | (1,273,299 | ) | $ | (14,053,844 | ) | $ | 15,327,143 | $ | (25,257,696 | ) | ||||||
| Comprehensive income | $ | (25,257,696 | ) | $ | (2,065,384 | ) | $ | (14,936,399 | ) | $ | 15,327,143 | $ | (26,932,336 | ) | ||||||
| For the Fiscal Year Ended June 30, 2022 | ||||||||||||||||||||
| Pop Culture Group | Subsidiaries | VIE and its Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
| Revenue | $ | - | $ | 7,520,431 | $ | 24,761,112 | $ | - | $ | 32,281,543 | ||||||||||
| Cost of revenue | $ | - | $ | 6,542,201 | $ | 19,493,810 | $ | - | $ | 26,036,011 | ||||||||||
| Gross profit | $ | - | $ | 978,230 | $ | 5,267,302 | $ | - | $ | 6,245,532 | ||||||||||
| Service fee income | $ | - | $ | - | $ | 1,882,512 | $ | (1,882,512 | )* | $ | - | |||||||||
| Net income | $ | (1,583,761 | ) | $ | 389,137 | $ | 1,882,512 | $ | - | $ | 687,888 | |||||||||
| Comprehensive income | $ | (1,583,761 | ) | $ | 124,256 | $ | 1,273,590 | $ | - | $ | (185,915 | ) | ||||||||
| * | To eliminate income generated by the VIE and its subsidiaries. |
| For the Fiscal Year Ended June 30, 2021 | ||||||||||||||||||||
Pop Culture Group | Subsidiaries | VIE and its Subsidiaries | Eliminations | Consolidated Total | ||||||||||||||||
| Revenue | $ | - | $ | 655,255 | $ | 24,871,302 | $ | - | $ | 25,526,557 | ||||||||||
| Cost of revenue | $ | - | $ | 579,454 | $ | 17,723,040 | $ | - | $ | 18,302,494 | ||||||||||
| Gross profit | $ | - | $ | 75,801 | $ | 7,148,262 | $ | - | $ | 7,224,063 | ||||||||||
| Service fee income | $ | - | $ | 4,571,795 | $ | - | $ | (4,571,795 | ) | $ | - | |||||||||
| Net (loss) income | $ | (330,734 | ) | $ | 4,598,276 | $ | 4,571,795 | $ | (4,571,795 | ) | $ | 4,267,542 | ||||||||
| Comprehensive (loss) income | $ | (330,734 | ) | $ | 4,648,657 | $ | 5,857,171 | $ | (4,571,795 | ) | $ | 5,603,299 | ||||||||
SELECTED CONDENSED CONSOLIDATED BALANCE SHEETS
| As of June 30, 2023 | ||||||||||||||||||||
| Pop Culture Group |
Subsidiaries | VIE and its Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
| Cash | $ | 1,095,007 | $ | 955,375 | $ | 700,928 | $ | - | $ | 2,751,309 | ||||||||||
| Receivable from the VIE | $ | - | $ | 8,403,898 | $ | - | $ | (8,403,898 | ) | $ | - | |||||||||
| Total current assets | $ | 7,882,234 | $ | 17,570,698 | $ | 15,204,680 | $ | (8,403,898 | ) | $ | 32,253,714 | |||||||||
| Investments in subsidiaries and the VIE | $ | 2,564,498 | $ | - | $ | - | $ | (2,564,498 | ) | $ | - | |||||||||
| Total assets | $ | 26,209,748 | $ | 7,028,174 | $ | 16,775,802 | $ | (10,968,396 | ) | $ | 39,045,328 | |||||||||
| Total liabilities | $ | 31,600 | $ | 498,970 | $ | 12,336,610 | $ | - | $ | 12,867,180 | ||||||||||
| Total shareholders’ equity | $ | 26,178,148 | $ | 6,529,204 | $ | 4,439,192 | $ | (10,968,396 | ) | $ | 26,178,148 | |||||||||
| Total liabilities and shareholders’ equity | $ | 26,209,748 | $ | 7,028,174 | $ | 16,775,802 | $ | (10,968,396 | ) | $ | 39,045,328 | |||||||||
11
| As of June 30, 2022 | ||||||||||||||||||||
| Pop Culture Group |
Subsidiaries | VIE and its Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
| Cash | $ | 9,085,082 | $ | 1,741,047 | $ | 3,569,903 | $ | - | $ | 14,396,032 | ||||||||||
| Receivable from the VIE | $ | - | $ | 1,882,512 | $ | - | $ | (1,882,512 | ) | $ | - | |||||||||
| Total current assets | $ | 13,335,083 | $ | 10,047,766 | $ | 29,331,187 | $ | (1,882,512 | ) | $ | 50,831,524 | |||||||||
| Investments in subsidiaries and the VIE | $ | 10,700,049 | $ | 10,657,426 | $ | - | $ | (21,357,475 | ) | $ | - | |||||||||
| Total assets | $ | 33,634,367 | $ | 23,826,005 | $ | 30,147,583 | $ | (23,239,987 | ) | $ | 64,367,968 | |||||||||
| Total liabilities | $ | 90,165 | $ | 395,324 | $ | 11,110,127 | $ | - | $ | 11,595,616 | ||||||||||
| Total shareholders’ equity | $ | 33,544,203 | $ | 23,430,680 | $ | 19,037,456 | $ | (23,239,987 | ) | $ | 52,772,352 | |||||||||
| Total liabilities and shareholders’ equity | $ | 33,634,367 | $ | 23,826,005 | $ | 30,147,583 | $ | (23,239,987 | ) | $ | 64,367,968 | |||||||||
SELECTED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
| For the Fiscal Year Ended June 30, 2023 | ||||||||||||||||||||
| Pop Culture Group | Subsidiaries | VIE and its Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
| Net cash used in operating activities | $ | (3,390,075 | ) | $ | 100,151 | $ | (2,672,557 | ) | $ | - | $ | (5,962,481 | ) | |||||||
| Net used in investing activities | $ | (4,600,000 | ) | $ | (885,824 | ) | $ | (680,272 | ) | $ | $ | (6,166,096 | ) | |||||||
| Net cash used in (provided by) financing activities | $ | - | $ | - | $ | 683,277 | $ | - | $ | 683,277 | ||||||||||
| For the Fiscal Year Ended June 30, 2022 | ||||||||||||||||||||
| Pop Culture Group |
Subsidiaries | VIE and its Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
| Net cash used in operating activities | $ | (7,365,529 | ) | $ | (8,376,329 | ) | $ | 4,365,662 | $ | - | $ | (11,376,196 | ) | |||||||
| Net used in investing activities | $ | (18,302,281 | ) | $ | 10,100,049 | $ | (589,351 | ) | $ | - | $ | (8,791,583 | ) | |||||||
| Net cash used in (provided by) financing activities | $ | 34,748,634 | $ | (10,327 | $ | (1,679,374 | ) | $ | - | $ | 33,058,932 | |||||||||
| For the Fiscal Year Ended June 30, 2021 | ||||||||||||||||||||
| Pop Culture Group |
Subsidiaries | VIE and its Subsidiaries |
Eliminations | Consolidated Total |
||||||||||||||||
| Net cash used in operating activities | $ | (75,805 | ) | $ | (651,453 | ) | $ | (3,310,074 | ) | $ | - | $ | (4,037,332 | ) | ||||||
| Net used in investing activities | $ | (600,000 | ) | $ | - | $ | - | $ | 600,000 | $ | - | |||||||||
| Net cash used in (provided by) financing activities | $ | (459,164 | ) | $ | (568,241 | ) | $ | 4,378,228 | $ | 600,000 | $ | 3,950,823 | ||||||||
A. [Reserved]
B. Capitalization and Indebtedness
Not applicable.
C. Reasons for the Offer and Use of Proceeds
Not applicable.
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D. Risk Factors
Risks Relating to Our Corporate Structure
Our corporate structure, in particular the VIE Agreements, is subject to significant risks, as set forth in the following risk factors.
If the PRC government determines that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.
Foreign ownership of Internet content services and radio and television program production and distribution business is prohibited under current PRC laws and regulations. See “Item 4. Information on the Company—B. Business Overview—Regulations.” Accordingly, we currently operate our radio and television program production and distribution business through Xiamen Pop Culture, a VIE, pursuant to the VIE Agreements. For a description of the VIE Agreements, see “Item 4. Information on the Company—A. History and Development of the Company—The VIE Agreements.”
According to our PRC counsel, AllBright, based on its understandings of the relevant PRC laws and regulations, (i) the ownership structure of Xiamen Pop Culture and Heliheng is currently not in violation of applicable PRC laws and regulations currently in effect; and (ii) each of the VIE Agreements is legal, valid, binding, and enforceable in accordance with its terms and applicable PRC laws and regulations. Our PRC counsel, AllBright, however, has also advised us that there are substantial uncertainties regarding the interpretation and application of current or future PRC laws and regulations. The VIE Agreements have not been tested in a court of law in the PRC as of the date of this annual report. Accordingly, the PRC regulatory authorities may ultimately take a view contrary to the opinion of our PRC counsel. It is uncertain whether any new PRC laws or regulations relating to VIE structures will be adopted or, if adopted, what they would provide.
If our corporate structure and the VIE Agreements are determined as illegal or invalid by the competent court in the PRC, arbitral tribunal, or regulatory authorities, we may be unable to consolidate the financial results of the VIE and its subsidiaries in our consolidated financial statements under U.S. GAAP and have to modify such structure to comply with regulatory requirements. However, there can be no assurance that we can achieve this without material disruption to our business. Further, if our corporate structure and the VIE Agreements are found to be in violation of any existing or future PRC laws or regulations, or we or Xiamen Pop Culture fails to obtain or maintain any required permits or approvals, the relevant regulatory authorities would have broad discretion in dealing with such violations, including:
| ● | revoking the business and/or operating licenses of Heliheng or Xiamen Pop Culture; | |
| ● | discontinuing or restricting the operations of Heliheng or Xiamen Pop Culture; | |
| ● | imposing conditions or requirements with which we, Heliheng, or Xiamen Pop Culture may not be able to comply; | |
| ● | requiring us, Heliheng, or Xiamen Pop Culture to change our corporate structure and the VIE Agreements; | |
| ● | restricting or prohibiting our use of the proceeds from our public offering to finance the PRC operating entities’ business and operations in the PRC; and | |
| ● | imposing fines. |
The imposition of any of these penalties would result in a material and adverse effect on the PRC operating entities’ ability to conduct their business. In addition, it is unclear what impact the PRC government actions would have on us and on our ability to consolidate the financial results of Xiamen Pop Culture in our consolidated financial statements, if the PRC government authorities were to find our legal structure and the VIE Agreements to be in violation of PRC laws and regulations. If the imposition of any of these government actions causes us to lose our right to direct the activities of Xiamen Pop Culture or our right to receive substantially all the economic benefits and residual returns from Xiamen Pop Culture and we are not able to restructure our ownership structure and operations in a satisfactory manner, we would no longer be able to consolidate the financial results of Xiamen Pop Culture in our consolidated financial statements. Either of these results, or any other significant penalties that might be imposed on us in this event, would have a material adverse effect on our financial condition and results of operations, and our securities may significantly decline in value or become worthless.
The VIE Agreements may not be effective in providing control over Xiamen Pop Culture.
We are a holding company incorporated in the Cayman Islands and not a Chinese operating entity. As a holding company, we conduct a substantial majority of our operations through the PRC operating entities. As of the date of this annual report, the operations conducted by us, the Cayman holding company, include contracting third-party companies for develop metaverse platforms, operating apparel brands “Stussy” and “Fear of God” or other pop brands of the same notch or same category in mainland China, and operating live music concerts of a popular mandarin singer during 2022. For accounting purposes, we control and receive the economic benefits of the PRC operating entities’ business operations through the VIE Agreements, which enables us to consolidate the financial results of Xiamen Pop Culture in our consolidated financial statements under U.S. GAAP. Our Class A Ordinary Shares are shares of our offshore holding company instead of shares of the PRC operating entities.
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The VIE Agreements, however, may not be as effective in providing us with the necessary control over Xiamen Pop Culture and its operations. For example, Xiamen Pop Culture and the Xiamen Pop Culture Shareholders could breach the VIE Agreements by, among other things, failing to conduct their operations in an acceptable manner or taking other actions that are detrimental to our interests. If we had direct ownership of Xiamen Pop Culture, we would be able to exercise our rights as a shareholder to effect changes in the board of directors of Xiamen Pop Culture, which in turn could implement changes, subject to any applicable fiduciary obligations, at the management and operational level. Under the current VIE Agreements, however, we rely on the performance by Xiamen Pop Culture and the Xiamen Pop Culture Shareholders of their respective obligations under the contracts to exercise control over Xiamen Pop Culture for accounting purposes. The Xiamen Pop Culture Shareholders may not act in the best interests of our company or may not perform their obligations under these contracts. Such risks exist throughout the period in which we intend to operate certain portions of our business through the VIE Agreements with Xiamen Pop Culture. If any disputes relating to these contracts remain unresolved, we will have to enforce our rights under these contracts through the operations of PRC law and arbitration, litigation, and other legal proceedings and therefore will be subject to uncertainties in the PRC legal system. Therefore, the VIE Agreements may not be as effective in ensuring our control over the relevant portion of our business operations as direct ownership would be.
The VIE Agreements are governed by the laws of the PRC and we may have difficulty in enforcing any rights we may have under the VIE Agreements.
As the VIE Agreements are governed by PRC laws and provide for the resolution of disputes through arbitration in the PRC, they would be interpreted in accordance with PRC law and any disputes would be resolved in accordance with PRC legal procedures. Disputes arising from the VIE Agreements will be resolved through arbitration in the PRC, although these disputes do not include claims arising under the United States federal securities law and thus do not prevent you from pursuing claims under the United States federal securities law. The legal environment in the PRC is not as developed as in the United States. As a result, uncertainties in the PRC legal system could further limit our ability to enforce the VIE Agreements, through arbitration, litigation, and other legal proceedings remain in the PRC, which could limit our ability to enforce the VIE Agreements, and we may not be deemed to have a controlling financial interest in, or be the primary beneficiary of Xiamen Pop Culture for accounting purposes. Furthermore, these contracts may not be enforceable in the PRC if the PRC government authorities or courts take a view that such contracts contravene PRC laws and regulations or are otherwise not enforceable for public policy reasons. In the event we are unable to enforce the VIE Agreements, we may not be able to exert effective control over Xiamen Pop Culture for accounting purposes, and our ability to conduct our business may be materially and adversely affected.
We may not be able to consolidate the financial results of Xiamen Pop Culture or such consolidation could materially and adversely affect our operating results and financial condition.
Our business is conducted through Xiamen Pop Culture, which currently is considered for accounting purposes as a VIE, and we are considered the primary beneficiary, enabling us to consolidate the financial results of Xiamen Pop Culture in our consolidated financial statements. In the event that in the future Xiamen Pop Culture would no longer meet the definition of a VIE, or we are deemed not to be the primary beneficiary, we would not be able to consolidate line by line its financial results in our consolidated financial statements for PRC purposes. Also, if in the future an affiliate company becomes a VIE and we become the primary beneficiary, we would be required to consolidate that entity’s financial results in our consolidated financial statements for PRC purposes. If such entity’s financial results were negative, this could have a corresponding negative impact on our operating results for PRC purposes. However, any material variations in the accounting principles, practices, and methods used in preparing financial statements for PRC purposes from the principles, practices, and methods generally accepted in the United States and in the SEC accounting regulations must be discussed, quantified, and reconciled in financial statements for the U.S. GAAP and SEC purposes.
The VIE Agreements may result in adverse tax consequences.
PRC laws and regulations emphasize the requirement of an arm’s length basis for transfer pricing arrangements between related parties. The laws and regulations also require enterprises with related party transactions to prepare transfer pricing documentation to demonstrate the basis for determining pricing, the computation methodology, and detailed explanations. Related party arrangements and transactions may be subject to challenge or tax inspection by the PRC tax authorizes.
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Under a tax inspection, if our transfer pricing arrangements between Heliheng and Xiamen Pop Culture are judged as tax avoidance, or related documentation does not meet the requirements, Heliheng and Xiamen Pop Culture may be subject to material adverse tax consequences, such as transfer pricing adjustment. A transfer pricing adjustment could result in a reduction, for PRC tax purpose, of adjustments recorded by Heliheng, which could adversely affect us by (i) increasing Xiamen Pop Culture’s tax liabilities without reducing Heliheng’s tax liabilities, which could further result in interest being levied to us for unpaid taxes; or (ii) imposing late payment fees and other penalties on Xiamen Pop Culture for the adjusted but unpaid taxes according to the applicable regulations. In addition, if Heliheng requests the Xiamen Pop Culture Shareholders to transfer their shares in Xiamen Pop Culture at nominal or no value pursuant to the VIE Agreements, such transfer may be viewed as a gift and subject Heliheng to PRC income tax. As a result, our financial position could be materially and adversely affected if Xiamen Pop Culture’s tax liabilities increase or if it is required to pay late payment fees and other penalties.
The Xiamen Pop Culture Shareholders have potential conflicts of interest with our Company which may adversely affect our business and financial condition.
The Xiamen Pop Culture Shareholders may have potential conflicts of interest with us. These shareholders may not act in the best interest of our Company or may breach, or cause Xiamen Pop Culture to breach the VIE Agreements, which would have a material and adverse effect on our ability to effectively control Xiamen Pop Culture and receive economic benefits from it for accounting purposes. For example, the shareholders may be able to cause the VIE Agreements to be performed in a manner adverse to us by, among other things, failing to remit payments due under the VIE Agreements to us on a timely basis. We cannot assure you that when conflicts of interest arise, any or all of these shareholders will act in the best interests of our Company or such conflicts will be resolved in our favor.
Currently, we do not have any arrangements to address potential conflicts of interest between these shareholders and our Company, except that we could exercise our purchase option under the exclusive option agreements with these shareholders to request them to transfer all of their equity interests in Xiamen Pop Culture to a PRC entity or individual designated by us, to the extent permitted by PRC law. If we cannot resolve any conflicts of interest or disputes between us and those shareholders, we would have to rely on legal proceedings, which may materially disrupt our business. There is also substantial uncertainty as to the outcome of any such legal proceeding.
We rely on the approvals, certificates, and business licenses held by Xiamen Pop Culture and any deterioration of the relationship between Heliheng and Xiamen Pop Culture could materially and adversely affect our overall business operations.
Pursuant to the VIE Agreements, most of our business in the PRC will be undertaken on the basis of the approvals, certificates, business licenses, and other requisite licenses held by Xiamen Pop Culture. There is no assurance that Xiamen Pop Culture will be able to renew its licenses or certificates when their terms expire with substantially similar terms as the ones they currently hold.
Further, our relationship with Xiamen Pop Culture is governed by the VIE Agreements, which are intended to enable us, through our indirect ownership of Heliheng, to have a controlling financial interest in, and be the primary beneficiary of, Xiamen Pop Culture for accounting purposes. The VIE Agreements, however, may not be effective in providing control over the applications for and maintenance of the licenses required for our business operations. Xiamen Pop Culture could violate the VIE Agreements, go bankrupt, suffer from difficulties in its business, or otherwise become unable to perform its obligations under the VIE Agreements and, as a result, our operations, reputation, business, and stock price could be severely harmed.
The exercise of our option to purchase part or all of the shares in Xiamen Pop Culture under the exclusive option agreement might be subject to certain limitations and substantial costs.
Our exclusive option agreement with Xiamen Pop Culture and the Xiamen Pop Culture Shareholders gives Heliheng the option to purchase up to 100% of the shares in Xiamen Pop Culture. Such transfer of shares may be subject to approvals from, filings with, or reporting to competent PRC authorities, such as the Ministry of Commerce of the PRC (“MOFCOM”), the State Administration for Market Regulation, and/or their local competent branches. In addition, the shares transfer price may be subject to review and tax adjustment by the relevant tax authorities. The shares transfer price to be received by Xiamen Pop Culture under the VIE Agreements may also be subject to enterprise income tax, and these amounts could be substantial.
15
Risks Relating to Doing Business in the PRC
There are uncertainties under the Foreign Investment Law relating to the status of businesses in China controlled by foreign invested projects primarily through contractual arrangements, such as our business.
MOFCOM and the National Development and Reform Commission, or the “NDRC,” promulgated the Special Measures for Foreign Investment Access (2021 version), or the “Negative List,” on December 27, 2021, which became effective on January 1, 2022. According to the Negative List, the radio and television program production and operation business, in which the PRC operating entities engage, falls in the “prohibited” category for foreign investors. To comply with PRC laws and regulations, we rely on the VIE Agreements to operate such business in China.
On March 15, 2019, the National People’s Congress approved the Foreign Investment Law of the PRC, which came into effect on January 1, 2020, repealing simultaneously the Law of the PRC on Sino-foreign Equity Joint Ventures, the Law of the PRC on Wholly Foreign-owned Enterprises, and the Law of the PRC on Sino-foreign Cooperative Joint Ventures, together with their implementation rules and ancillary regulations. Pursuant to the Foreign Investment Law, foreign investment refers to any investment activity directly or indirectly carried out by foreign natural persons, enterprises, or other organizations, including investment in new construction project, establishment of foreign funded enterprise or increase of investment, merger and acquisition, and investment in any other way stipulated under laws, administrative regulations, or provisions of the State Council of the PRC (the “State Council”). The Foreign Investment Law does not explicitly stipulate the contractual arrangements as a form of foreign investment. On December 26, 2019, the State Council promulgated the Implementation Regulations on the Foreign Investment Law, which came into effect on January 1, 2020. However, the Implementation Regulations on the Foreign Investment Law still remain silent on whether contractual arrangements should be deemed as a form of foreign investment. Though these regulations do not explicitly classify contractual arrangements as a form of foreign investment, there is still uncertainty regarding whether the VIE would be identified as a foreign-invested enterprise in the future. As a result, there is no assurance that foreign investment via contractual arrangements would not be interpreted as a type of indirect foreign investment activities under the definition in the future.
If we are deemed to have a non-PRC entity as a controlling shareholder, the provisions regarding control through contractual arrangements could apply to the VIE Agreements, and as a result Xiamen Pop Culture could become subject to restrictions on foreign investment, which may materially impact the viability of its current and future operations. Specifically, we may be required to modify our corporate structure, change the PRC operating entities’ current scope of operations, obtain approvals, or face penalties or other additional requirements, compared to entities which do have PRC controlling shareholders. Uncertainties exist with respect to the interpretation and implementation of the Foreign Investment Law and how it may impact the viability of our current corporate structure, corporate governance, and business operations.
It is uncertain whether we would be considered as ultimately controlled by Chinese parties. Mr. Zhuoqin Huang, our chief executive officer, director, and chairman of our board of directors and a PRC citizen, beneficially and indirectly owns 576,308 Class B Ordinary Shares, representing approximately 68.81% of the voting rights in our Company. It is uncertain, however, if these factors would be sufficient to give him control over us under the Foreign Investment Law. If future revisions or implementation rules of the Foreign Investment Law mandate further actions, such as the MOFCOM market entry clearance or certain restructuring of our corporate structure and operations, there may be substantial uncertainties as to whether we can complete these actions in a timely manner, if at all, and our business and financial condition may be materially and adversely affected.
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Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on the PRC operating entities’ business and operations.
Substantially all of the PRC operating entities’ assets and operations are currently located in China. Accordingly, the PRC operating entities’ business, financial condition, results of operations, and prospects may be influenced to a significant degree by political, economic, and social conditions in China generally. The Chinese economy differs from the economies of most developed countries in many respects, including the level of government involvement, level of development, growth rate, control of foreign exchange, and allocation of resources. Although the Chinese government has implemented measures emphasizing the utilization of market forces for economic reform, including the reduction of state ownership of productive assets and the establishment of improved corporate governance in business enterprises, a substantial portion of productive assets in China is still owned by the government. In addition, the Chinese government continues to play a significant role in regulating industry development by imposing industrial policies. The Chinese government also exercises significant control over China’s economic growth by allocating resources, controlling payment of foreign currency-denominated obligations, setting monetary policy, and providing preferential treatment to particular industries or companies.
While the Chinese economy has experienced significant growth over the past decades, growth has been uneven, both geographically and among various sectors of the economy. Any adverse changes in economic conditions in China, in the policies of the Chinese government, or in the laws and regulations in China could have a material adverse effect on the overall economic growth of China. Such developments could adversely affect the PRC operating entities’ business and operating results, reduce demand for their products, and weaken their competitive position. The Chinese government has implemented various measures to encourage economic growth and guide the allocation of resources. Some of these measures may benefit the overall Chinese economy, but may have a negative effect on the PRC operating entities. For example, the PRC operating entities’ financial condition and results of operations may be adversely affected by government control over capital investments or changes in tax regulations. In addition, in the past the Chinese government has implemented certain measures, including interest rate adjustments, to control the pace of economic growth. These measures may cause decreased economic activities in China, which may adversely affect the PRC operating entities’ business and operating results.
Furthermore, our Company, the PRC operating entities, and our investors may face uncertainty about future actions by the government of China that could significantly affect the PRC operating entities’ financial performance and operations, including the enforceability of the VIE Agreements. As of the date of this annual report, neither our Company nor the VIE has received or was denied permission from Chinese authorities to list on U.S. exchanges. However, there is no guarantee that our Company or the VIE will receive or not be denied permission from Chinese authorities to list on U.S. exchanges in the future.
Uncertainties in the interpretation and enforcement of PRC laws and regulations and changes in policies, rules, and regulations in China, which may be quick with little advance notice, could limit the legal protection available to you and us.
There are substantial uncertainties regarding the interpretation and application of PRC laws and regulations including, but not limited to, the laws and regulations governing our business and the enforcement and performance of our arrangements with third parties in certain circumstances. The laws and regulations are sometimes vague and may be subject to future changes, and their official interpretation and enforcement could be unpredictable, with little advance notice. The effectiveness and interpretation of newly enacted laws or regulations, including amendments to existing laws and regulations, may be delayed, and our business may be affected if we rely on laws and regulations which are subsequently adopted or interpreted in a manner different from our current understanding of these laws and regulations. New laws and regulations that affect existing and proposed future businesses may also be applied retroactively. We cannot predict what effect the interpretation of existing or new PRC laws or regulations may have on our business.
The legal system in the PRC is a civil law system based on written statutes. Unlike the common law system, prior court decisions under the civil law system may be cited for reference but have limited precedential value. In addition, any new or changes in PRC laws and regulations related to foreign investment in the PRC could affect the business environment and our ability to operate our business in the PRC.
From time to time, we may have to resort to administrative and court proceedings to enforce our legal rights. Any administrative and court proceedings in the PRC may be protracted, resulting in substantial costs and diversion of resources and management attention. Since PRC administrative and court authorities have significant discretion in interpreting and implementing statutory and contractual terms, however, it may be more difficult to evaluate the outcome of administrative and court proceedings and the level of legal protection we enjoy in the legal system in the PRC than in more developed legal systems. Furthermore, the legal system in the PRC is based in part on government policies, internal rules, and regulations (some of which are not published in a timely manner or at all) that may have retroactive effect and may change quickly with little advance notice. As a result, we may not be aware of our violation of these policies and rules until sometime after the violation. Such uncertainties, including uncertainties over the scope and effect of our contractual, property (including intellectual property), and procedural rights, and any failure to respond to changes in the regulatory environment in the PRC could materially and adversely affect our business and impede our ability to continue our operations.
17
Such uncertainties, including the promulgation of new laws, or changes to existing laws or the interpretation or enforcement thereof, could limit the legal protections available to us and our investors, including you.
You may experience difficulties in effecting service of legal process, enforcing foreign judgments, or bringing actions in China against us or our management named in this annual report based on foreign laws. It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China.
As a company incorporated under the laws of the Cayman Islands, we conduct a majority of our operations in China and a majority of our assets are located in China. In addition, all of our senior executive officers reside within China for a significant portion of the time and are PRC nationals. As a result, it may be difficult for you to effect service of process upon those persons inside mainland China. It may be difficult for you to enforce judgements obtained in U.S. courts based on civil liability provisions of the U.S. federal securities laws against us and our officers and directors who do not currently reside in the U.S. or have substantial assets in the U.S. In addition, there is uncertainty as to whether the courts of the Cayman Islands or the PRC would recognize or enforce judgments of U.S. courts against us or such persons predicated upon the civil liability provisions of the securities laws of the U.S. or any state.
The recognition and enforcement of foreign judgments are provided for under the PRC Civil Procedures Law. PRC courts may recognize and enforce foreign judgments in accordance with the requirements of the PRC Civil Procedures Law based either on treaties between China and the country where the judgment is made or on principles of reciprocity between jurisdictions. China does not have any treaties or other forms of written arrangement with the United States that provide for the reciprocal recognition and enforcement of foreign judgments. In addition, according to the PRC Civil Procedures Law, the PRC courts will not enforce a foreign judgment against us or our directors and officers if they decide that the judgment violates the basic principles of PRC laws or national sovereignty, security, or public interest. As a result, it is uncertain whether and on what basis a PRC court would enforce a judgment rendered by a court in the United States.
It may also be difficult for you or overseas regulators to conduct investigations or collect evidence within China. For example, in China, there are significant legal and other obstacles to obtaining information needed for shareholder investigations or litigation outside China or otherwise with respect to foreign entities. Although the authorities in China may establish a regulatory cooperation mechanism with its counterparts of another country or region to monitor and oversee cross border securities activities, such regulatory cooperation with the securities regulatory authorities in the United States may not be efficient in the absence of a practical cooperation mechanism. Furthermore, according to Article 177 of the PRC Securities Law, or “Article 177,” which became effective in March 2020, no overseas securities regulator is allowed to directly conduct investigations or evidence collection activities within the territory of the PRC. Article 177 further provides that Chinese entities and individuals are not allowed to provide documents or materials related to securities business activities to foreign agencies without prior consent from the securities regulatory authority of the State Council and the competent departments of the State Council. While detailed interpretation of or implementing rules under Article 177 have yet to be promulgated, the inability for an overseas securities regulator to directly conduct investigation or evidence collection activities within China may further increase difficulties faced by you in protecting your interests.
18
Given the Chinese government’s significant oversight and discretion over the conduct of our business, the Chinese government may intervene or influence our operations at any time, which could result in a material change in our operations and/or the value of our securities.
The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. Substantially all of our operations are located in the PRC. Our ability to operate in the PRC may be harmed by changes in its laws and regulations, including those relating to taxation, foreign investment, information security, Internet, and other matters. The central or local governments of the PRC 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.
For example, the Chinese cybersecurity regulator announced on July 2, 2021, that it had begun an investigation of Didi Global Inc. and two days later ordered that the company’s app be removed from smartphone app stores. On July 24, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly released the Guidelines for Further Easing the Burden of Excessive Homework and Off-campus Tutoring for Students at the Stage of Compulsory Education, pursuant to which foreign investment in such firms via mergers and acquisitions, franchise development, and variable interest entities are banned from this sector. We cannot rule out the possibility that the Chinese government will in the future release regulations or policies regarding our industry that could adversely affect our business, financial condition, and results of operations.
As such, the PRC operating entities’ business segments may be subject to various government and regulatory interference, and they could be subject to new regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. The PRC operating entities may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply. As a result, we face uncertainty about future actions by the PRC government that could significantly affect our ability to offer or continue to offer securities to investors and cause the value of our securities to significantly decline or be worthless.
Any actions by the Chinese government, including any decision to intervene or influence the operations of the PRC operating entities or to exert control over any offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of the PRC operating entities, may limit or completely hinder our ability to offer or continue to offer securities to investors, and may cause the value of such securities to significantly decline or be worthless.
The Chinese government has exercised and continues to exercise substantial control over virtually every sector of the Chinese economy through regulation and state ownership. The ability of the PRC operating entities to operate in China may be impaired by changes in its laws and regulations, including those relating to taxation, environmental regulations, land use rights, foreign investment limitations, and other matters. The central or local governments of China may impose new, stricter regulations or interpretations of existing regulations that would require additional expenditures and efforts on our part to ensure the PRC operating entities’ compliance with such regulations or interpretations. As such, the PRC operating entities may be subject to various government and regulatory interference in the provinces in which they operate. They could be subject to regulation by various political and regulatory entities, including various local and municipal agencies and government sub-divisions. They may incur increased costs necessary to comply with existing and newly adopted laws and regulations or penalties for any failure to comply.
Furthermore, it is uncertain when and whether we will be required to obtain permission from the PRC government to list on U.S. exchanges in the future, and even when such permission is obtained, whether it will be denied or rescinded. Although we believes our Company and the PRC operating entities are currently not required to obtain permission from any Chinese authorities and have not received any notice of denial of permission to list on the U.S. exchange, our operations could be adversely affected, directly or indirectly, by existing or future laws and regulations relating to our business or industry, particularly in the event permission to list on U.S. exchanges may be later required, or withheld or rescinded once given.
Accordingly, government actions in the future, including any decision to intervene or influence the operations of the PRC operating entities at any time or to exert control over an offering of securities conducted overseas and/or foreign investment in China-based issuers, may cause us to make material changes to the operations of the PRC operating entities, may limit or completely hinder our ability to offer or continue to offer securities to investors, and/or may cause the value of such securities to significantly decline or be worthless.
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The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.
Recent statements made by the Chinese government have indicated an intent to increase the government’s oversight and control over offerings of companies with significant operations in the PRC that are to be conducted in foreign markets, as well as foreign investment in China-based issuers. For example, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies.
On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing application. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines. See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations on Mergers & Acquisitions and Overseas Listings.”
According to the CSRC Notice, the domestic companies that have already been listed overseas before the effective date of the Trial Measures (namely, March 31, 2023) shall be deemed as Existing Issuers. Existing Issuers are not required to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent offerings. Further, according to the CSRC Notice, domestic companies that have obtained approval from overseas regulatory authorities or securities exchanges (for example, the effectiveness of a registration statement for offering and listing in the U.S. has been obtained) for their indirect overseas offering and listing prior to March 31, 2023 but have not yet completed their indirect overseas issuance and listing, are granted a six-month transition period from March 31, 2023 to September 30, 2023. Those that complete their indirect overseas offering and listing within such six-month period are deemed as Existing Issuers and are not required to file with the CSRC for their indirect overseas offerings and listings. Within such six-month transition period, however, if such domestic companies fail to complete their indirect overseas issuance and listing, they shall complete the filing procedures with the CSRC.
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Based on the foregoing, as our registration statement on Form F-1 in connection with our initial public offering was declared effective on June 29, 2021, and we completed our initial public offering and listing on July 2, 2021, we are currently not required to complete the filing procedures pursuant to the Trial Measures. However, in the event that we undertake new offerings or fundraising activities in the future, we may be required to complete the filing procedures.
On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009. The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” and came into effect on March 31, 2023 together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities, including securities companies, securities service providers, and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including securities companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any failure or perceived failure by our Company, our subsidiaries, or the PRC operating entities to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.
The Opinions, the Trial Measures, the revised Provisions and any related implementing rules to be enacted may subject us to additional compliance requirements in the future. As there are still uncertainties regarding the interpretation and implementation of such regulatory guidance, we cannot assure you that we will be able to comply with all new regulatory requirements of the Opinions, the Trial Measures, the revised Provisions, or any future implementing rules on a timely basis, or at all.
Recent greater oversight by the CAC over data security, particularly for companies seeking to list on a foreign exchange, could adversely impact our business and our offering.
On December 28, 2021, the CAC and other relevant PRC governmental authorities jointly promulgated the Cybersecurity Review Measures, which became effective on February 15, 2022. The Cybersecurity Review Measures provide that, in addition to CIIOs that intend to purchase Internet products and services, online platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.
On November 14, 2021, the CAC published the Security Administration Draft, which provides that data processing operators engaging in data processing activities that affect or may affect national security must be subject to network data security review by the relevant Cyberspace Administration of the PRC. According to the Security Administration Draft, data processing operators who possess personal data of at least one million users or collect data that affects or may affect national security must be subject to network data security review by the relevant Cyberspace Administration of the PRC. The deadline for public comments on the Security Administration Draft was December 13, 2021.
As of the date of this annual report, we have not received any notice from any authorities identifying our PRC subsidiaries or the PRC operating entities as CIIOs or requiring us to go through cybersecurity review or network data security review by the CAC. As confirmed by our PRC counsel, AllBright, neither the operations of our PRC subsidiaries, nor of the PRC operating entities, nor our offerings are expected to be affected, and that we will not be subject to cybersecurity review by the CAC under the Cybersecurity Review Measures, nor will any such entity be subject to the Security Administration Draft, if it is enacted as proposed, given that our PRC subsidiaries and the PRC operating entities possess personal data of fewer than one million individual clients and do not collect data that affects or may affect national security in their business operations as of the date of this annual report and do not anticipate that they will be collecting over one million users’ personal information or data that affects or may affect national security in the near future. In general, we believe we are compliant with the regulations or policies that have been issued by the CAC to date. There remains uncertainty, however, as to how the Cybersecurity Review Measures and the Security Administration Draft will be interpreted or implemented and whether the PRC regulatory agencies, including the CAC, may adopt new laws, regulations, rules, or detailed implementation and interpretation related to the Cybersecurity Review Measures and the Security Administration Draft. If any such new laws, regulations, rules, or implementation and interpretation come into effect, we will take all reasonable measures and actions to comply and to minimize the adverse effect of such laws on us. We cannot assure you that PRC regulatory agencies, including the CAC, would take the same view as we do. In the event that we are subject to any mandatory cybersecurity review and other specific actions required by the CAC, we face uncertainty as to whether any clearance or other required actions can be timely completed, or at all. If we inadvertently conclude that such approval is not required, fail to obtain and maintain such approvals, licenses, or permits required for our business or respond to changes in the regulatory environment, we could be subject to liabilities, penalties and operational disruption, which may materially and adversely affect our business, operating results, financial condition, and the value of our securities, significantly limit or completely hinder our ability to offer or continue to offer securities to investors, or cause such securities to significantly decline in value or become worthless.
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Recent joint statement by the SEC and the PCAOB, rule changes by Nasdaq, and the Holding Foreign Companies Accountable Act all call for additional and more stringent criteria to be applied to emerging market companies upon assessing the qualification of their auditors, especially the non-U.S. auditors who are not inspected by the PCAOB. These developments could add uncertainties to our continued listing or future offerings of our securities in the U.S.
On April 21, 2020, SEC Chairman Jay Clayton and PCAOB Chairman William D. Duhnke III, along with other senior SEC staff, released a joint statement highlighting the risks associated with investing in companies based in or have substantial operations in emerging markets including China. The joint statement emphasized the risks associated with lack of access for the PCAOB to inspect auditors and audit work papers in China and higher risks of fraud in emerging markets.
On May 18, 2020, Nasdaq filed three proposals with the SEC to (i) apply a minimum offering size requirement for companies primarily operating in a “Restrictive Market,” (ii) adopt a new requirement relating to the qualification of management or the board of directors for Restrictive Market companies, and (iii) apply additional and more stringent criteria to an applicant or listed company based on the qualifications of the company’s auditor. On October 4, 2021, the SEC approved Nasdaq’s revised proposal for the rule changes.
On May 20, 2020, the U.S. Senate passed the Holding Foreign Companies Accountable Act requiring a foreign company to certify it is not owned or controlled by a foreign government if the PCAOB is unable to audit specified reports because the company uses a foreign auditor not subject to PCAOB inspection. If the PCAOB is unable to inspect the company’s auditors for three consecutive years, the issuer’s securities are prohibited to trade on a national exchange. On December 2, 2020, the U.S. House of Representatives approved the Holding Foreign Companies Accountable Act. On December 18, 2020, the Holding Foreign Companies Accountable Act was signed into law.
On March 24, 2021, the SEC adopted interim final rules relating to the implementation of certain disclosure and documentation requirements of the Holding Foreign Companies Accountable Act.
On September 22, 2021, the PCAOB adopted a final rule implementing the Holding Foreign Companies Accountable Act, which provides a framework for the PCAOB to use when determining, as contemplated under the Holding Foreign Companies Accountable Act, whether the board of directors of a company is unable to inspect or investigate completely registered public accounting firms located in a foreign jurisdiction because of a position taken by one or more authorities in that jurisdiction.
On December 2, 2021, the SEC adopted amendments to finalize rules implementing the submission and disclosure requirements in the Holding Foreign Companies Accountable Act.
On December 16, 2021, the PCAOB issued a report on its determinations that it is unable to inspect or investigate completely PCAOB-registered public accounting firms headquartered in the PRC and in Hong Kong because of positions taken by the PRC and Hong Kong authorities in those jurisdictions.
On August 26, 2022, the CSRC, the MOF, and the PCAOB signed the Protocol governing inspections and investigations of audit firms based in mainland China and Hong Kong, taking the first step toward opening access for the PCAOB to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong. Pursuant to the fact sheet with respect to the Protocol disclosed by the SEC, the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.
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Our auditor, WWC, P.C., is an independent registered public accounting firm with the PCAOB, and as an auditor of publicly traded companies in the U.S., is subject to laws in the U.S., pursuant to which the PCAOB conducts regular inspections to assess its compliance with the applicable professional standards. The PCAOB currently has access to inspect the working papers of our auditor and our auditor is not subject to the determinations announced by the PCAOB on December 16, 2021. However, the recent developments would add uncertainties to our offering and we cannot assure you whether the national securities exchange we apply to for listing or regulatory authorities would apply additional and more stringent criteria to us after considering the effectiveness of our auditors’ audit procedures and quality control procedures, adequacy of personnel and training, or sufficiency of resources, geographic reach, or experience as it relates to our audit. In addition, the Holding Foreign Companies Accountable Act, which requires that the PCAOB be permitted to inspect an issuer’s public accounting firm within three years, may result in the delisting of our Company or prohibition of trading in our Class A Ordinary Shares in the future if the PCAOB is unable to inspect our accounting firm at such future time. On June 22, 2021, the U.S. Senate passed the Accelerating Holding Foreign Companies Accountable Act, and on December 29, 2022, the Consolidated Appropriations Act was signed into law by President Biden, which contained, among other things, an identical provision to the Accelerating Holding Foreign Companies Accountable Act and amended the Holding Foreign Companies Accountable Act by requiring the SEC to prohibit an issuer’s securities from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three, thus reducing the time period for triggering the prohibition on trading.
Increases in labor costs in the PRC may adversely affect the PRC operating entities’ business and profitability.
China’s economy has experienced increases in labor costs in recent years. China’s overall economy and the average wage in China are expected to continue to grow. The average wage level for the PRC operating entities’ employees has also increased in recent years. We expect that their labor costs, including wages and employee benefits, will continue to increase. Unless the PRC operating entities are able to pass on these increased labor costs to their customers by increasing prices for their products or services, their profitability and results of operations may be materially and adversely affected.
In addition, the PRC operating entities have been subject to stricter regulatory requirements in terms of entering into labor contracts with their employees and paying various statutory employee benefits, including pensions, housing fund, medical insurance, work-related injury insurance, unemployment insurance, and maternity insurance to designated government agencies for the benefit of their employees. Pursuant to the PRC Labor Contract Law, or the “Labor Contract Law,” that became effective in January 2008 and its amendments that became effective in July 2013 and its implementing rules that became effective in September 2008, employers are subject to stricter requirements in terms of signing labor contracts, minimum wages, paying remuneration, determining the term of employees’ probation, and unilaterally terminating labor contracts. In the event that the PRC operating entities decide to terminate some of their employees or otherwise change their employment or labor practices, the Labor Contract Law and its implementation rules may limit their ability to effect those changes in a desirable or cost-effective manner, which could adversely affect their business and results of operations.
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As the interpretation and implementation of labor-related laws and regulations are still evolving, we cannot assure you that the PRC operating entities’ employment practice does not and will not violate labor-related laws and regulations in China, which may subject the PRC operating entities to labor disputes or government investigations. If the PRC operating entities are deemed to have violated relevant labor laws and regulations, they could be required to provide additional compensation to their employees and their business, financial condition, and results of operations could be materially and adversely affected.
If the PRC operating entities fail to obtain or renew any of the requisite approvals, licenses, or permits applicable to their business, it could materially and adversely affect their business and results of operations.
In accordance with the relevant PRC laws and regulations, the PRC operating entities are required to maintain various approvals, licenses, and permits and complete certain statutory procedures to operate their business, including the business license, the Value-added Telecommunications Business Operation License, or the EDI and ICP Licenses, the Commercial Performance License, and Radio and Television Program Production and Operation Permit, and the filing-for-record procedures before engaging in Internet information service operations. In particular, the EDI and ICP Licenses, the Commercial Performance License and Radio and Television Program Production and Operation Permit the PRC operating entities hold are subject to periodic renewal. In addition, evolving laws and regulations and inconsistent enforcement thereof could lead to their failure to obtain or maintain licenses and permits to do business in China. If the PRC operating entities fail to obtain or renew approvals, licenses, or permits required for their business or to respond to changes in the regulatory environment, they may be subject to fines or the suspension of operations, which could adversely affect their business and results of operations.
The PRC operating entities have not made adequate social insurance and housing fund contributions for all employees as required by PRC regulations, which may subject them to penalties.
According to the PRC Social Insurance Law and the Administrative Regulations on the Housing Funds, companies operating in China are required to participate in pension insurance, work-related injury insurance, medical insurance, unemployment insurance, maternity insurance (collectively known as “social insurance”), and housing funds plans, and the employers must pay all or a portion of the social insurance premiums and housing funds for their employees. For more details, please see “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Related to Employment and Social Welfare—Social Insurance and Housing Fund.” The requirement of social insurance and housing fund has not been implemented consistently by the local governments in China given the different levels of economic development in different locations.
The PRC operating entities have not made adequate social insurance and housing fund contributions for all employees. The PRC operating entities may be required to make up the social insurance contributions as well as to pay late fees at the rate of 0.05% per day of the outstanding amount from the due date. If they fail to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities will impose a fine of one to three times the outstanding amount upon them. With respect to housing fund plans, the PRC operating entities may be required to pay and deposit housing funds in full and on time within the prescribed time limit. If they fail to do so, relevant authorities could file applications to competent courts for compulsory enforcement of payment and deposit. Accordingly, if the relevant PRC authorities determine that the PRC operating entities shall make supplemental social insurance and housing fund contributions or that they are subject to fines and legal sanctions in relation to their failure to make social insurance and housing fund contributions in full for their employees, their business, financial condition, and results of operations may be adversely affected. As of the date of this annual report, however, no records of violation were found on the PRC operating entities for social insurance and/or housing fund contribution obligations.” Further, the PRC operating entities have never received any demand or order from the competent authorities. Therefore, our PRC counsel, AllBright, believes that the risk that the relevant authorities may impose regulatory penalty on the PRC operating entities for our underpayment of social insurance and housing funds is remote.
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PRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us.
On July 4, 2014, State Administration of Foreign Exchange (“SAFE”) issued the Circular on Issues Concerning Foreign Exchange Control over the Overseas Investment and Financing and Round-trip Investment by Domestic Residents via Special Purpose Vehicles, or “SAFE Circular 37.” According to SAFE Circular 37, prior registration with the local SAFE branch is required for PRC residents, (including PRC individuals and PRC corporate entities as well as foreign individuals that are deemed as PRC residents for foreign exchange administration purpose), in connection with their direct or indirect contribution of domestic assets or interests to offshore special purpose vehicles, or “SPVs.” SAFE Circular 37 further requires amendments to the SAFE registrations in the event of any changes with respect to the basic information of the offshore SPV, such as change of a PRC individual shareholder, name, and operation term, or any significant changes with respect to the offshore SPV, such as an increase or decrease of capital contribution, share transfer or exchange, or mergers or divisions. SAFE Circular 37 is applicable to our shareholders who are PRC residents and may be applicable to any offshore acquisitions that we make in the future. In February 2015, SAFE promulgated a Circular on Further Simplifying and Improving Foreign Exchange Administration Policy on Direct Investment, or “SAFE Circular 13,” effective in June 2015. Under SAFE Circular 13, applications for foreign exchange registration of inbound foreign direct investments and outbound overseas direct investments, including those required under SAFE Circular 37, will be filed with qualified banks instead of SAFE. The qualified banks will directly examine the applications and accept registrations under the supervision of SAFE.
In addition to SAFE Circular 37 and SAFE Circular 13, our ability to conduct foreign exchange activities in China may be subject to the interpretation and enforcement of the Implementation Rules of the Administrative Measures for Individual Foreign Exchange promulgated by SAFE in January 2007 (as amended and supplemented, the “Individual Foreign Exchange Rules”). Under the Individual Foreign Exchange Rules, any PRC individual seeking to make a direct investment overseas or engage in the issuance or trading of negotiable securities or derivatives overseas must make the appropriate registrations in accordance with SAFE provisions, the failure of which may subject such PRC individual to warnings, fines, or other liabilities.
As of the date of this annual report, all of the Xiamen Pop Culture Shareholders who are subject to the SAFE Circular 37 and Individual Foreign Exchange Rules have completed the initial registrations with the qualified banks as required by the regulations. We may not be informed of the identities of all the PRC residents holding direct or indirect interest in our company, however, and we have no control over any of our future beneficial owners. Thus, we cannot provide any assurance that our current or future PRC resident beneficial owners will comply with our request to make or obtain any applicable registrations or continuously comply with all registration procedures set forth in these SAFE regulations. Such failure or inability of our PRC residents beneficial owners to comply with these SAFE regulations may subject us or our PRC resident beneficial owners to fines and legal sanctions, restrict our cross-border investment activities, or limit our PRC subsidiaries’ ability to distribute dividends to or obtain foreign-exchange-dominated loans from us, or prevent us from being able to make distributions or pay dividends, as a result of which our business operations and our ability to distribute profits to you could be materially and adversely affected.
PRC regulation of parent/subsidiary loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of offshore offerings to make loans or additional capital contributions to our PRC subsidiaries and to make loans to Xiamen Pop Culture, which could materially and adversely affect their liquidity and their ability to fund and expand their business.
We are an offshore holding company conducting our operations in China through our PRC subsidiaries, Xiamen Pop Culture, and subsidiaries of Xiamen Pop Culture. We may make loans to these entities, or we may make additional capital contributions to Heliheng, or we may establish new PRC subsidiaries and make capital contributions to these new PRC subsidiaries.
Most of these ways are subject to PRC regulations and approvals or registration. For example, any loans to Heliheng, which is treated as a foreign-invested enterprise under PRC law, are subject to PRC regulations and foreign exchange loan registrations. For example, loans by us to Heliheng to finance its activities cannot exceed statutory limits and must be registered with the local counterpart of SAFE, or filed with SAFE in its information system. Pursuant to relevant PRC regulations, we may provide loans to Heliheng up to the larger amount of (i) the balance between the registered total investment amount and registered capital of Heliheng, or (ii) twice the amount of the net assets of Heliheng calculated in accordance with the Circular on Full-Coverage Macro-Prudent Management of Cross-Border Financing, or the “PBOC Circular 9.” Moreover, any medium or long-term loan to be provided by us to Heliheng or other domestic PRC entities must also be filed and registered with the NDRC. We may also decide to finance Heliheng by means of capital contributions. These capital contributions are subject to registration with the State Administration for Market Regulation or its local branch, reporting of foreign investment information with MOFCOM, or registration with other governmental authorities in China. Due to the restrictions imposed on loans in foreign currencies extended to PRC domestic companies, we are not likely to make such loans to Xiamen Pop Culture, which is a PRC domestic company. Further, we are not likely to finance the activities of Xiamen Pop Culture and its subsidiaries by means of capital contributions due to regulatory restrictions relating to foreign investment in PRC domestic enterprises engaged in certain business.
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On March 30, 2015, SAFE issued the Circular of the State Administration of Foreign Exchange on Reforming the Administrative Approach Regarding the Settlement of the Foreign Exchange Capital of Foreign-invested Enterprises, or “SAFE Circular 19,” which took effect and replaced previous regulations effective on June 1, 2015, and was amended on December 30, 2019. Pursuant to SAFE Circular 19, up to 100% of foreign currency capital of a foreign-invested enterprise may be converted into RMB capital according to the actual operation, and within the business scope, of the enterprise at its will. Although SAFE Circular 19 allows for the use of RMB converted from the foreign currency-denominated capital for equity investments in the PRC, the restrictions continue to apply as to foreign-invested enterprises’ use of the converted RMB for purposes beyond their business scope, for entrusted loans or for inter-company RMB loans. On June 9, 2016, SAFE promulgated the Notice of the State Administration of Foreign Exchange on Reforming and Standardizing the Foreign Exchange Settlement Management Policy of Capital Account, or “SAFE Circular 16,” effective on June 9, 2016, which reiterates some rules set forth in Circular 19, but changes the prohibition against using RMB capital converted from foreign currency-denominated registered capital of a foreign-invested company to issue RMB entrusted loans to a prohibition against using such capital to issue loans to non-affiliated enterprises. SAFE Circular 19 and SAFE Circular 16 may significantly limit our ability to transfer any foreign currency we hold, including the net proceeds from our offshore offerings, to Heliheng, which may adversely affect our liquidity and our ability to fund and expand our business in China. On October 23, 2019, the SAFE issued the Notice of the State Administration of Foreign Exchange on Further Facilitating Cross-border Trade and Investment, or “SAFE Circular 28,” which, among other things, expanded the use of foreign exchange capital to domestic equity investment area. Non-investment foreign-funded enterprises are allowed to lawfully make domestic equity investments by using their capital on the premise without violation to prevailing special administrative measures for access of foreign investments (negative list) and the authenticity and compliance with the regulations of domestic investment projects. However, since SAFE Circular 28 is newly promulgated, it is unclear how SAFE and competent banks will carry it out in practice.
In light of the various requirements imposed by PRC regulations on loans to and direct investment in PRC entities by offshore holding companies, including SAFE Circular 19, SAFE Circular 16, and other relevant rules and regulations, we cannot assure you that we will be able to complete the necessary registrations or obtain the necessary government approvals on a timely basis, if at all, with respect to future loans to Heliheng, Xiamen Pop Culture, or subsidiaries of Xiamen Pop Culture, or future capital contributions by us to Heliheng. As a result, uncertainties exist as to our ability to provide prompt financial support to Heliheng, Xiamen Pop Culture, or subsidiaries of Xiamen Pop Culture when needed. If we fail to complete such registrations or obtain such approvals, our ability to use the proceeds we received or expect to receive from our offshore offerings and to capitalize or otherwise fund our PRC operations may be negatively affected, which could materially and adversely affect the PRC operating entities’ business, including their liquidity and their ability to fund and expand their business.
Fluctuations in exchange rates could have a material and adverse effect on our results of operations and the value of your investment.
The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in political and economic conditions in China and by China’s foreign exchange policies. On July 21, 2005, the PRC government changed its decade-old policy of pegging the value of the RMB to the U.S. dollar, and the RMB appreciated more than 20% against the U.S. dollar over the following three years. Between July 2008 and June 2010, this appreciation halted and the exchange rate between the RMB and the U.S. dollar remained within a narrow band. Since June 2010, the RMB has fluctuated against the U.S. dollar, at times significantly and unpredictably. It is difficult to predict how market forces or PRC or U.S. government policy may impact the exchange rate between the RMB and the U.S. dollar in the future.
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Our business is conducted in the PRC by the PRC operating entities, and the PRC operating entities’ books and records are maintained in RMB, which is the currency of the PRC. The financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars. Changes in the exchange rates between the RMB and U.S. dollar affect the value of the PRC operating entities’ assets and results of operations, when presented in U.S. dollars. The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions and perceived changes in the economy of the PRC and the United States. Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue, and financial condition. Further, our Class A Ordinary Shares offered in the U.S. are offered in U.S. dollars, we need to convert the net proceeds we receive into RMB in order to use the funds for the PRC operating entities’ business. Changes in the conversion rate between the U.S. dollar and the RMB will affect the amount of proceeds we will have available for the PRC operating entities’ business.
Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into more hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.
Under the PRC Enterprise Income Tax Law, we may be classified as a PRC “resident enterprise” for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.
Under the PRC Enterprise Income Tax Law, or the “EIT Law,” that became effective in January 2008, an enterprise established outside the PRC with “de facto management bodies” within the PRC is considered a “resident enterprise” for PRC enterprise income tax purposes and is generally subject to a uniform 25% enterprise income tax rate on its worldwide income. Under the implementation rules to the EIT Law, a “de facto management body” is defined as a body that has material and overall management and control over the manufacturing and business operations, personnel and human resources, finances, and properties of an enterprise. In April 2009, the State Administration of Taxation, or the “SAT,” issued the Circular on Issues Concerning the Identification of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises in Accordance with the Actual Standards of Organizational Management, or “SAT Circular 82,” which was amended in December 2017. SAT Circular 82 specifies that certain offshore incorporated enterprises controlled by PRC enterprises or PRC enterprise groups will be classified as PRC resident enterprises if the following are located or resident in the PRC: senior management personnel and departments that are responsible for daily production, operation and management; financial and personnel decision making bodies; key properties, accounting books, company seal, and minutes of board meetings and shareholders’ meetings; and half or more of the senior management or directors having voting rights. Further to SAT Circular 82, the SAT issued the Measures for the Administration of Enterprise Income Tax of Chinese-Controlled Overseas Registered Enterprises as Resident Enterprises (for Trial Implementation), or “SAT Bulletin 45,” which took effect in September 2011 and was amended in April 2015, to provide more guidance on the implementation of SAT Circular 82 and clarify the reporting and filing obligations of such “Chinese-controlled offshore incorporated resident enterprises.” SAT Bulletin 45 provides procedures and administrative details for the determination of resident status and administration on post-determination matters. Although both SAT Circular 82 and SAT Bulletin 45 only apply to offshore enterprises controlled by PRC enterprises or PRC enterprise groups, not those controlled by PRC individuals or foreign individuals, the determining criteria set forth in SAT Circular 82 and SAT Bulletin 45 may reflect the SAT’s general position on how the “de facto management body” test should be applied in determining the tax resident status of offshore enterprises, regardless of whether they are controlled by PRC enterprises, PRC enterprise groups, or by PRC or foreign individuals.
If the PRC tax authorities determine that the actual management organ of Pop Culture Group is within the territory of China, Pop Culture Group may be deemed to be a PRC resident enterprise for PRC enterprise income tax purposes and a number of unfavorable PRC tax consequences could follow. First, we will be subject to the uniform 25% enterprise income tax on our world-wide income, which could materially reduce our net income. In addition, we will also be subject to PRC enterprise income tax reporting obligations. Finally, dividends payable by us to our investors and gains on the sale of our shares may become subject to PRC withholding tax, at a rate of 10% in the case of non-PRC enterprises or 20% in the case of non-PRC individuals (in each case, subject to the provisions of any applicable tax treaty), if such gains are deemed to be from PRC sources. It is unclear whether non-PRC shareholders of our company would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. Any such tax may reduce the returns on your investment in our shares. Although up to the date of this annual report, Pop Culture Group has not been notified or informed by the PRC tax authorities that it has been deemed to be a resident enterprise for the purpose of the EIT Law, we cannot assure you that it will not be deemed to be a resident enterprise in the future.
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We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.
In February 2015, SAT issued a Public Notice Regarding Certain Corporate Income Tax Matters on Indirect Transfer of Properties by Non-Tax Resident Enterprises, or “SAT Circular 7.” SAT Circular 7 provides comprehensive guidelines relating to indirect transfers of PRC taxable assets (including equity interests and real properties of a PRC resident enterprise) by a non-resident enterprise. In addition, in October 2017, SAT issued an Announcement on Issues Relating to Withholding at Source of Income Tax of Non-resident Enterprises, or “SAT Circular 37,” effective in December 2017, which, among others, amended certain provisions in SAT Circular 7 and further clarify the tax payable declaration obligation by non-resident enterprise. Indirect transfer of equity interest and/or real properties in a PRC resident enterprise by their non-PRC holding companies are subject to SAT Circular 7 and SAT Circular 37.
SAT Circular 7 provides clear criteria for an assessment of reasonable commercial purposes and has introduced safe harbors for internal group restructurings and the purchase and sale of equity through a public securities market. As stipulated in SAT Circular 7, indirect transfers of PRC taxable assets are considered as reasonable commercial purposes if the shareholding structure of both transaction parties falls within the following situations: i) the transferor directly or indirectly owns 80% or above equity interest of the transferee, or vice versa; ii) the transferor and the transferee are both 80% or above directly or indirectly owned by the same party; iii) the percentages in bullet points i) and ii) shall be 100% if over 50% the share value of a foreign enterprise is directly or indirectly derived from PRC real properties. Furthermore, SAT Circular 7 also brings challenges to both foreign transferor and transferee (or other person who is obligated to pay for the transfer) of taxable assets. Where a non-resident enterprise transfers PRC taxable assets indirectly by disposing of the equity interests of an overseas holding company, which is an indirect transfer, the non-resident enterprise as either transferor or transferee, or the PRC entity that directly owns the taxable assets, may report such indirect transfer to the relevant tax authority and the PRC tax authority may disregard the existence of the overseas holding company if it lacks a reasonable commercial purpose and was established for the purpose of reducing, avoiding, or deferring PRC tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax, and the transferee or other person who is obligated to pay for the transfer is obligated to withhold the applicable taxes, currently at a rate of 10% for the transfer of equity interests in a PRC resident enterprise. Both the transferor and the transferee may be subject to penalties under PRC tax laws if the transferee fails to withhold the taxes and the transferor fails to pay the taxes.
According to SAT Circular 37, where the non-resident enterprise fails to declare the tax payable pursuant to Article 39 of the EIT Law, the tax authority may order it to pay the tax due within required time limits, and the non-resident enterprise shall declare and pay the tax payable within such time limits specified by the tax authority. If the non-resident enterprise, however, voluntarily declares and pays the tax payable before the tax authority orders it to do so within required time limits, it shall be deemed that such enterprise has paid the tax in time.
We face uncertainties as to the reporting and assessment of reasonable commercial purposes and future transactions where PRC taxable assets are involved, such as offshore restructuring, sale of the shares in our offshore subsidiaries, and investments. In the event of being assessed as having no reasonable commercial purposes in an indirect transfer transaction, we may be subject to filing obligations or taxed if we are a transferor in such transactions, and may be subject to withholding obligations (to be specific, a 10% withholding tax for the transfer of equity interests) if we are a transferee in such transactions, under SAT Circular 7 and SAT Circular 37. For transfer of shares by investors who are non-PRC resident enterprises, our PRC subsidiaries may be requested to assist in the filing under the SAT circulars. As a result, we may be required to expend valuable resources to comply with the SAT circulars or to request the relevant transferors from whom we purchase taxable assets to comply with these circulars, or to establish that we should not be taxed under these circulars, which may have a material adverse effect on our financial condition and results of operations.
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Our PRC subsidiaries are subject to restrictions on paying dividends or making other payments to us, which may have a material adverse effect on our ability to conduct our business.
We are a holding company incorporated in the Cayman Islands. We may need dividends and other distributions on equity from our PRC subsidiaries to satisfy our liquidity requirements, including the funds necessary to pay dividends and other cash distributions to our shareholders and service any debt we may incur. If our PRC subsidiaries incur debt on their own behalf in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us. In addition, the PRC tax authorities may require our PRC subsidiaries to adjust their taxable income under the contractual agreements. Heliheng currently has in place with Xiamen Pop Culture in a manner that would materially and adversely affect its ability to pay dividends and other distribution to us. See “—Risks Relating to Our Corporate Structure—The VIE Agreements may result in adverse tax consequences.”
Current PRC regulations permit our PRC subsidiaries to pay dividends to us only out of their respective accumulated profits, if any, determined in accordance with PRC accounting standards and regulations. In addition, our PRC subsidiaries are required to set aside at least 10% of its respective accumulated profits each year, if any, to fund certain reserve funds until the total amount set aside reaches 50% of their respective registered capital. Our PRC subsidiaries may also allocate a portion of their respective after-tax profits based on PRC accounting standards to employee welfare and bonus funds at their discretion. These reserves are not distributable as cash dividends. These limitation on the ability of our PRC subsidiaries to pay dividends or make other distributions to us could materially and adversely limit our ability to grow, make investments, or acquisitions that could be beneficial to our business, pay dividends, or otherwise fund and conduct our business.
Governmental control of currency conversion may affect the value of your investment and our payment of dividends.
The PRC government imposes controls on the convertibility of the RMB into foreign currencies and, in certain cases, the remittance of currency out of China. We receive substantially all of our revenue in RMB. Under our current corporate structure, Pop Culture Group may rely on dividend payments from our PRC subsidiaries to fund any cash and financing requirements we may have. Under existing PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. Therefore, our PRC subsidiaries are able to pay dividends in foreign currencies to us without prior approval from SAFE, subject to the condition that the remittance of such dividends outside of the PRC complies with certain procedures under PRC foreign exchange regulation, such as the overseas investment registrations by our shareholders or the ultimate shareholders of our corporate shareholders who are PRC residents. Approval from or registration with appropriate government authorities is, however, required where the 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 in the future to foreign currencies for current account transactions. If the foreign exchange control system prevents us from obtaining sufficient foreign currencies to satisfy our foreign currency demand, we may not be able to pay dividends in foreign currencies to our shareholders.
To the extent cash or assets of our business, of our subsidiaries, or of the PRC operating entities, are in the PRC, such cash or assets may not be available to fund operations or for other use outside of the PRC, due to interventions in or the imposition of restrictions and limitations by the PRC government to the transfer of case or assets.
Relevant PRC laws and regulations permit companies in the PRC to pay dividends only out of their retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Additionally, each of the companies in the PRC are required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital. Companies in the PRC are also required to further set aside a portion of their after-tax profits to fund the employee welfare fund, although the amount to be set aside, if any, is determined at their discretion. These reserves are not distributable as cash dividends. If we determine to pay dividends on any of our Class A Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our subsidiaries or the PRC operating entities. As a result, in the event that any of our subsidiaries or the PRC operating entities incurs debt on their own behalf in the future, the instruments governing the debt may restrict any such entity’s ability to pay dividends or make other distributions to us.
Our cash dividends, if any, will be paid in U.S. dollars. If we are considered a tax resident enterprise of the PRC for tax purposes, any dividends we pay to our overseas shareholders may be regarded as China-sourced income and as a result may be subject to PRC withholding tax.
The PRC government also imposes controls on the convertibility of RMB into foreign currencies and, in certain cases, the remittance of currency out of the PRC. The majority of our, our subsidiaries’, and the PRC operating entities’ income is received in RMB and shortages in foreign currencies may restrict our ability to pay dividends or other payments, or otherwise satisfy our foreign currency denominated obligations, if any. Under existing PRC foreign exchange regulations, payments of current account items, including profit distributions, interest payments, and expenditures from trade-related transactions, can be made in foreign currencies without prior approval from SAFE as long as certain procedural requirements are met. Approval from appropriate government authorities is required if RMB is converted into foreign currency and remitted out of the PRC to pay capital expenses such as the payment of loans denominated in foreign currencies. The PRC government may, at its discretion, impose restrictions on access to foreign currencies for current account transactions and if this occurs in the future, we may not be able to pay dividends in foreign currencies to our shareholders.
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There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiaries, and dividends payable by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.
Under the EIT Law and its implementation rules, the profits of a foreign-invested enterprise generated through operations, which are distributed to its immediate holding company outside the PRC, will be subject to a withholding tax rate of 10%. Pursuant to the Arrangement between the Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the “Double Tax Avoidance Arrangement,” a withholding tax rate of 10% may be lowered to 5% if the PRC enterprise is at least 25% held by a Hong Kong enterprise for at least 12 consecutive months prior to distribution of the dividends and is determined by the relevant PRC tax authority to have satisfied other conditions and requirements under the Double Tax Avoidance Arrangement and other applicable PRC laws.
However, based on the Circular on Certain Issues with Respect to the Enforcement of Dividend Provisions in Tax Treaties, or the “SAT Circular 81,” which became effective on February 20, 2009, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According to Circular on Several Issues regarding the “Beneficial Owner” in Tax Treaties, which became effective as of April 1, 2018, when determining an applicant’s status as the “beneficial owner” regarding tax treatments in connection with dividends, interests, or royalties in the tax treaties, several factors will be taken into account. Such factors include whether the business operated by the applicant constitutes actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax, grant tax exemption on relevant incomes, or levy tax at an extremely low rate. This circular further requires any applicant who intends to be proved of being the “beneficial owner” to file relevant documents with the relevant tax authorities. Our PRC subsidiaries are wholly owned by our Hong Kong subsidiary. However, we cannot assure you that our determination regarding our qualification to enjoy the preferential tax treatment will not be challenged by the relevant PRC tax authority or we will be able to complete the necessary filings with the relevant PRC tax authority and enjoy the preferential withholding tax rate of 5% under the Double Tax Avoidance Arrangement with respect to dividends to be paid by our PRC subsidiaries to our Hong Kong subsidiary, in which case, we would be subject to the higher withdrawing tax rate of 10% on dividends received.
If we become directly subject to the scrutiny, criticism, and negative publicity involving U.S.-listed Chinese companies, we may have to expend significant resources to investigate and resolve the matter which could harm our business operations, stock price, and reputation.
U.S. public companies that have substantially all of their operations in China have been the subject of intense scrutiny, criticism, and negative publicity by investors, financial commentators, and regulatory agencies, such as the SEC. Much of the scrutiny, criticism, and negative publicity has centered on financial and accounting irregularities and mistakes, a lack of effective internal controls over financial accounting, inadequate corporate governance policies or a lack of adherence thereto and, in many cases, allegations of fraud. As a result of the scrutiny, criticism, and negative publicity, the publicly traded stock of many U.S. listed Chinese companies sharply decreased in value and, in some cases, has become virtually worthless. Many of these companies are now subject to shareholder lawsuits and SEC enforcement actions and are conducting internal and external investigations into the allegations. It is not clear what effect this sector-wide scrutiny, criticism, and negative publicity will have on us, our business, and the price of our Class A Ordinary Shares. If we become the subject of any unfavorable allegations, whether such allegations are proven to be true or untrue, we will have to expend significant resources to investigate such allegations and/or defend our company. This situation will be costly and time consuming and distract our management from developing our business. If such allegations are not proven to be groundless, we and our business operations will be severely affected and you could sustain a significant decline in the value of our Class A Ordinary Shares.
The disclosures in our reports and other filings with the SEC and our other public pronouncements are not subject to the scrutiny of any regulatory bodies in the PRC.
We are regulated by the SEC, and our reports and other filings with the SEC are subject to SEC review in accordance with the rules and regulations promulgated by the SEC under the Securities Act and the Exchange Act. Our SEC reports and other disclosure and public pronouncements are not subject to the review or scrutiny of any PRC regulatory authority. For example, the disclosure in our SEC reports and other filings are not subject to the review by the CSRC, a PRC regulator that is responsible for oversight of the capital markets in China. Accordingly, you should review our SEC reports, filings, and our other public pronouncements with the understanding that no local regulator has done any review of us, our SEC reports, other filings, or any of our other public pronouncements.
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The approval of the CSRC may be required in connection with our offerings under a regulation adopted in August 2006, and, if required, we cannot assure you that we will be able to obtain such approval, in which case we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek the CSRC approval for our offerings.
The Regulations on Mergers and Acquisitions of Domestic Companies by Foreign Investors, or the “M&A Rules,” adopted by six PRC regulatory agencies in 2006 and amended in 2009, requires an overseas SPV formed for listing purposes through acquisitions of PRC domestic companies and controlled by PRC companies or individuals to obtain the approval of the CSRC, prior to the listing and trading of such SPV’s securities on an overseas stock exchange. In September 2006, the CSRC published a notice on its official website specifying documents and materials required to be submitted to it by an SPV seeking the CSRC approval of its overseas listings. The application of the M&A Rules remains unclear.
Our PRC legal counsel, AllBright, has advised us based on their understanding of the current PRC law, rules, and regulations that the CSRC’s approval is not required for the listing and trading of our Class A Ordinary Shares on the Nasdaq Capital Market in the context of our offerings under the M&A Rules, given that:
| ● | we established Heliheng by means of direct investment rather than by merger with or acquisition of PRC domestic companies as defined in the M&A Rules; and | |
| ● | no explicit provision in the M&A Rules classifies the VIE Agreements as a type of acquisition transaction subject to the M&A Rules. |
Our PRC legal counsel, however, has further advised us that there remains some uncertainty as to how the M&A Rules will be interpreted or implemented in the context of an overseas offering and its opinions summarized above are subject to any new laws, rules and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. We cannot assure you that relevant PRC governmental agencies, including the CSRC, would reach the same conclusion as we do. If it is determined that the CSRC approval is required for our offerings in the U.S., we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek the CSRC approval for our offerings in the U.S. These sanctions may include fines and penalties on our operations in the PRC, limitations on our operating privileges in the PRC, delays in or restrictions on the repatriation of the proceeds from our offerings in the U.S. into the PRC, restrictions on or prohibition of the payments or remittance of dividends by our PRC subsidiaries, or other actions that could have a material and adverse effect on our business, financial condition, results of operations, reputation, and prospects, as well as the trading price of our Class A Ordinary Shares. The CSRC or other PRC regulatory agencies may also take actions requiring us, or making it advisable for us, to halt our offerings in the U.S. before the settlement and delivery of the Class A Ordinary Shares that we are offering. Consequently, if you engage in market trading or other activities in anticipation of and prior to the settlement and delivery of the shares we are offering, you would be doing so at the risk that the settlement and delivery may not occur.
The M&A Rules and certain other PRC regulations establish complex procedures for certain acquisitions of Chinese companies by foreign investors, which could make it more difficult for us to pursue growth through acquisitions in China.
The M&A Rules and recently adopted PRC regulations and rules concerning mergers and acquisitions established additional procedures and requirements that could make merger and acquisition activities by foreign investors more time consuming and complex. For example, the M&A Rules require that MOFCOM be notified in advance of any change-of-control transaction in which a foreign investor takes control of a PRC domestic enterprise, if (i) any important industry is concerned, (ii) such transaction involves factors that have or may have impact on the national economic security, or (iii) such transaction will lead to a change in control of a domestic enterprise which holds a famous trademark or PRC time-honored brand. Mergers or acquisitions that allow one market player to take control of or to exert decisive impact on another market player must also be notified in advance to MOFCOM when the threshold under the Provisions on Thresholds for Prior Notification of Concentrations of Undertakings, or the “Prior Notification Rules,” issued by the State Council in August 2008 is triggered. In addition, the Provisions of the Ministry of Commerce on the Implementation of the Security Review System for Mergers and Acquisitions of Domestic Enterprises by Foreign Investors (the “Security Review Rules”) issued by MOFCOM that became effective in September 2011 specify that mergers and acquisitions by foreign investors that raise “national defense and security” concerns and mergers and acquisitions through which foreign investors may acquire de facto control over domestic enterprises that raise “national security” concerns are subject to strict review by MOFCOM, and the Security Review Rules prohibit any activities attempting to bypass a security review, including by structuring the transaction through a proxy or contractual control arrangement. In the future, we may grow our business by acquiring complementary businesses. Complying with the requirements of the above-mentioned regulations and other relevant rules to complete such transactions could be time consuming, and any required approval processes, including obtaining approval from MOFCOM or its local counterparts may delay or inhibit our ability to complete such transactions. It is clear that our business would not be deemed to be in an industry that raises “national defense and security” or “national security” concerns. MOFCOM or other government agencies, however, may publish explanations in the future determining that our business is in an industry subject to the security review, in which case our future acquisitions in the PRC, including those by way of entering into contractual control arrangements with target entities, may be closely scrutinized or prohibited. Our ability to expand our business or maintain or expand our market share through future acquisitions would as such be materially and adversely affected.
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Risks Related to Our Business
The PRC operating entities have in recent years shifted their focus to the Event Hosting business, which makes it difficult to predict our prospects and our business and financial performance.
The PRC operating entities have in recent years shifted their focus from providing event planning and execution services to developing and hosting their own hip-hop events. During the fiscal years ended June 30, 2023, 2022, and 2021, revenue from the Event Hosting business accounted for 23%, 46%, and 59% of our total revenue, respectively, while revenue from the Event Planning and Execution business accounted for 22%, 26%, and 36% of our total revenue, respectively. The recent operation results of the PRC operating entities in this business may not serve as an adequate basis for evaluating our prospect and operating results, including gross billings, net revenue, cash flows, and operating margins for the Event Hosting business. The PRC operating entities have encountered, and may continue to encounter in the future, risks, challenges, and uncertainties associated with the development of their Event Hosting business, such as adapting to the fast-evolving hip-hop ecosystem, addressing regulatory compliance and uncertainty, engaging, training, and retaining high-quality employees, and improving and expanding their hip-hop intellectual property portfolio. If the PRC operating entities do not manage these risks successfully, our operating and financial results may differ materially from our expectations and our business and financial performance may suffer.
If the PRC operating entities are unable to retain the existing clients for their Event Planning and Execution and Brand Promotion businesses, our results of operations will be materially and adversely affected.
The PRC operating entities provide event planning and execution services and brand promotion services to corporate clients primarily pursuant to service agreements with typical terms ranging from one to six months but usually less than three months. These contracts may not be renewed or, if renewed, may not be renewed on the same or more favorable terms for the PRC operating entities. The PRC operating entities may not be able to accurately predict future trends in corporate client renewals, and their corporate clients’ renewal rates may decline or fluctuate due to factors such as level of satisfaction with their services and solutions and their fees and charges, as well as factors beyond their control, such as level of competition faced by their corporate clients, their level of success in marketing efforts, and their spending levels. In particular, some of the existing corporate clients of the PRC operating entities, including Heng’an (China) Paper Industry Co., Ltd. and Xiamen Mastermind Advertising Co., Ltd., have been their clients for many years and the PRC operating entities generated a significant portion of their revenue through services provided to them. If some of the existing corporate clients of the PRC operating entities, in particular historic corporate clients, terminate or do not renew their business relationships with the PRC operating entities, renew on less favorable terms or for fewer services and solutions, and the PRC operating entities do not acquire replacement corporate clients or otherwise grow their corporate client base, our results of operations may be materially and adversely affected.
A substantial portion of the PRC operating entities’ revenue and accounts receivable are currently derived from a small number of customers. If any of these customers experiences a material business disruption, the PRC operating entities would likely incur substantial losses of revenue.
For the fiscal year ended June 30, 2023, three major customers, Zhejiang Liangxiao Culture Media Co., Ltd., Guangzhou Taiji Advertising Co., Ltd., and Guangdong Hongshi Digital Media Co., Ltd., accounted for approximately 29.02% of the PRC operating entities’ total revenue, respectively. For the fiscal year ended June 30, 2022, three major customers, Fujian Maibo Culture Communication Co., Ltd, Guangzhou Taiji Advertising Co., Ltd., and Heng’an (China) Paper Industry Co., Ltd., accounted for approximately 29%, 12%, and 7% of the PRC operating entities’ total revenue, respectively. For the fiscal year ended June 30, 2021, three major customers, Xiamen Many Idea Interactive Co., Ltd., Fuzhou New Civic Culture Communication Co., Ltd., and Heng’an (China) Paper Industry Co., Ltd., accounted for approximately 23%, 12%, and 8% of the PRC operating entities’ total revenue, respectively. As of June 30, 2023, the PRC operating entities’ top five customers accounted for approximately 68.32% of their net accounts receivable balance, with each customer representing 30.88%, 18.50%, 7.16%, 6.38%, and 5.40% of the net accounts receivable balance, respectively. As of June 30, 2022, the PRC operating entities’ top five customers accounted for approximately 72% of their net accounts receivable balance, with each customer representing 35%, 14%, 9%, 7%, and 7% of the net accounts receivable balance, respectively. As of June 30, 2021, the PRC operating entities’ top five customers accounted for approximately 58% of their net accounts receivable balance, with each customer representing 16%, 15%, 10%, 9%, and 8% of the net accounts receivable balance, respectively. The PRC operating entities’ major customers may change as they adjust marketing strategies or business focus, and any material business disruption affecting their major customers or any decrease in sales to their major customers may negatively impact the PRC operating entities’ operations and cash flows if the PRC operating entities fail to increase their sales to other customers.
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In their Event Hosting business, the PRC operating entities primarily generate revenue from sponsorship. If they fail to attract more sponsors to their concerts, hip-hop events, and online hip-hop programs, or if sponsors are less willing to sponsor them, their revenue may be adversely affected.
The PRC operating entities generate a growing portion of their revenue from sponsorship provided by advertisers in the Event Hosting business, which they expect to further develop and expand in the near future as viewership of their hip-hop event offerings expand. The PRC operating entities’ revenue from sponsorship mainly depends on the number and attractiveness of their concerts, hip-hop events, and online hip-hop programs, and partly depends on the continual development of offline advertising industry in China and advertisers’ willingness to allocate budgets to offline advertising in the hip-hop industry. In addition, companies that decide to advertise or promote their products or services may utilize online methods or channels, such as Internet portals or search engines, over sponsorship during the PRC operating entities’ offline events. If the offline advertising and sponsorship market does not continue to grow, or if the PRC operating entities are unable to capture and retain a sufficient share of that market, their ability to maintain and increase their current level of sponsorship revenue and their profitability and prospects may be materially and adversely affected.
The financial condition, results of operations, and cash flows of the PRC operating entities have been adversely affected by the COVID-19 pandemic.
The COVID-19 pandemic has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended to control the spread of the virus. The Chinese government has ordered quarantines, travel restrictions, and the temporary closure of stores and facilities. Companies are also taking precautions, such as requiring employees to work remotely, imposing travel restrictions and temporarily closing businesses.
The resurgence of the Omicron variant in China since the beginning of 2022 resulted in city-wide lockdowns in a number of Chinese cities with heightened prevention measures adopted across China to curb the outbreak. In 2022, the PRC operating entities postponed most of their Move It campaigns until July 2022 and their other dance competition events, music festivals, and promotional parties also had delays. In addition, some of the PRC operating entities’ clients reduced their budget for offline marketing events, which negatively affected the PRC operating entities’ event hosting and event planning and execution businesses. See “Item 5. Operating and Financial Review and Prospects—D. Trend Information—COVID-19 Affecting Our Results of Operations.” From late 2022 to early 2023, the Chinese government gradually released controls on the COVID-19 pandemic, and the PRC operating entities returned to normal operation step-by-step. Due to the COVID-19 pandemic, which lasted for approximately three years, most advertiser clients of the PRC operating entities do not have enough budget. As a result, their purchasing power, capability, and willingness to invest in advertising and marketing have decreased. Many advertiser clients have cancelled their advertising and marketing plans. In addition, the event hosting business and event planning and execution business were also greatly impacted by the COVID-19 pandemic. Therefore, the PRC operating entities’ business was still affected heavily by the COVID-19 pandemic during the fiscal year ended June 30, 2023.
The COVID-19 pandemic may continue to materially and adversely affect the PRC operating entities’ business operations and condition and operating results for the rest of calendar year 2023 and beyond, including delays in their execution of offline events, material negative impact on their total revenue, slower collection of accounts receivable, and additional allowance for doubtful accounts. The extent to which COVID-19 impacts the PRC operating entities’ results of operations in the rest of calendar year 2023 and beyond will depend on the future developments of the COVID-19 pandemic, including new information concerning the global severity of and actions taken to contain the outbreak, which are highly uncertain and unpredictable.
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The PRC operating entities’ success is tied to events generally and, in particular, to changes in popularity of hip-hop events on which they choose to focus.
The PRC operating entities are largely dependent on the continued popularity of corporate, marketing, and entertainment events in China generally and, in particular, the popularity of hip-hop events upon which they have chosen to focus. Changes in the popularity of hip-hop culture in China or in particular cities or regions in China could be influenced by competition from other forms of entertainment. A change in fans’ tastes, or a change in perception relating to hip-hop culture, could result in the PRC operating entities’ hip-hop events becoming less popular or otherwise reduce the value of their hip-hop focused intellectual property portfolio. This, in turn, could reduce sponsorship or other advertising demand relating to their hip-hop events. Adverse developments or scandals relating to stars or key stakeholders in the hip-hop industry could affect the PRC operating entities’ ability to monetize acquired rights or possibly recover investments they have made in the relationships with the rights owners, and to the extent that any such star or stakeholder is material to their revenue, could have a material adverse effect on their business, results of operations, or prospects.
The PRC operating entities may be unable to maintain or enhance their portfolio of concerts, which is a key component of their growth strategy.
The PRC operating entities own, or otherwise have contractual rights to, an extensive portfolio of concerts and hip-hop events from which they seek to generate revenue through sponsorships and ticket sales for those concerts and events. The portfolio of concerts is derived from the PRC operating entities’ performance agreements with artists and music companies, which generally are for fixed terms and specific concerts. The PRC operating entities are dependent upon relationships with these artists and music companies to maintain or obtain new rights. The PRC operating entities have in the past been, and may in the future be, subject to risks that their partners in hosting concerts cease to work with them, develop their own service offerings instead of using those of the PRC operating entities, use alternative intermediaries for certain services, or fail to renew existing contracts on terms favorable to the PRC operating entities, or at all, and to the extent that any such partner is material to the revenue of the PRC operating entities, it could have a material adverse effect on the business, results of operations, or prospects of the PRC operating entities.
The service agreements and performance agreements for the PRC operating entities’ Event Planning and Execution and Event Hosting businesses impose numerous obligations on them.
In the PRC operating entities’ Event Planning and Execution business and when hosting concerts in their Event Hosting business, the PRC operating entities rely on contractual arrangements to provide a comprehensive suite of event-related services through their execution and marketing capabilities, and otherwise to obtain the right to host concerts they can then monetize.
The contracts with their clients and artists or music companies that underpin these arrangements are complex, come in a number of different forms and impose numerous obligations on the PRC operating entities, including the obligations to:
| ● | provide future payment obligations and minimum attendance guarantees for entertainment events; | |
| ● | take adequate measures to monitor and prevent third parties from infringing or misusing intellectual property of our clients or partners; | |
| ● | meet detailed and event specific minimum transmission, live coverage quality, host broadcaster, and media production requirements; | |
| ● | maintain records of financial activities and grant clients or partners access to and rights to audit the records of the PRC operating entities; and | |
| ● | comply with certain security and technical specifications. |
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If the PRC operating entities are unable to meet their obligations or if they breach any of the other terms of their contractual arrangements, they could be subject to monetary penalties and their rights under such arrangements could be terminated, or could be subject to other remedies including obligations to renegotiate terms. Any of the foregoing could have a material adverse effect on their business, results of operations, financial condition, or prospects.
The PRC operating entities depend on the success of live entertainment events, which are inherently susceptible to risks, and their exposure to such risks is potentially heightened as a result of the nature of entertainment events and the fan experiences they seek to create.
Live entertainment events, and, in particular those involving large numbers of performers or fans, require significant logistical capabilities, including substantial resources for safety and security, and sufficient infrastructure, which can be complex, difficult to coordinate, and costly to have in place. Even where logistics and infrastructure have been appropriately planned for, public live events, including events owned by the PRC operating entities, involve risks that may be beyond the PRC operating entities’ control or the control of the relevant organizer (if not the PRC operating entities). Such risks may include terrorist attacks, gun violence, or other security threats, travel interruption or accidents, traffic incidents, weather-related interruptions, natural catastrophes, the spread of illness, equipment malfunction, labor strikes, or other disturbances. Any of these could result in personal injuries or deaths, canceled events, and other disruptions to events adversely affecting the success of the events or the PRC operating entities’ ability to stage events in the future (such as if host cities or organizations choose not to partner with the PRC operating entities given event-related risks). The realization of these risks could also otherwise impact the profitability of the PRC operating entities’ events and the PRC operating entities could also be exposed to liability or other losses for which they may not have insurance or suffer reputational harm.
The PRC operating entities focus on creating memorable entertainment event experiences for fans and cultivating highly-engaged and dedicated communities of fans. As a result, factors adversely impacting the enjoyment of fans during their entertainment events, even relatively minor issues, such as adverse weather conditions or poorly functioning infrastructure, to the extent they become associated with, and undercut, the PRC operating entities’ events or, more generally, the PRC operating entities’ brands, could lead to declining popularity of the PRC operating entities’ events in future periods. As the PRC operating entities coordinate all aspects of these events, including executing the events on-site, and undertaking the many items in preparation for each event, poor execution could also lead to declining popularity of these events in the future. In addition, these events typically require the PRC operating entities to obtain permits from the relevant host cities or municipalities, and restrictive permit conditions, poor delivery of services including those not directly under their control or cancellation of entertainment events could also harm their brands.
The PRC operating entities use third-party services in connection with their business, and any disruption to these services could result in a disruption to their business, negative publicity, and a slowdown in the growth of their customer base, materially and adversely affecting their business, financial condition, and results of operations.
The PRC operating entities’ business depends on services provided by, and relationships with, various third parties, including advertising companies and media companies, among others. In particular, for the fiscal year ended June 30, 2023, the PRC operating entities purchased 40.07% of their services from three major suppliers; for the fiscal year ended June 30, 2022, the PRC operating entities purchased approximately 9%, 8%, and 6% of their services from three major suppliers, respectively; and for the fiscal year ended June 30, 2021, the PRC operating entities purchased approximately 14%, 13%, and 12% of their services from three major suppliers, respectively. The failure of these parties to perform in compliance with their agreements may negatively impact the PRC operating entities’ business.
In addition, if such third parties increase the prices of their services, fail to provide their services effectively, terminate their services or agreements, or discontinue their relationships with the PRC operating entities, the PRC operating entities could suffer service interruptions, reduced revenue, or increased costs, any of which may have a material adverse effect on their business, financial condition, and results of operations.
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The PRC operating entities’ business could be harmed if the relationships on which they depend were to change adversely or terminate.
Some of the PRC operating entities’ events involves an exhaustive check-list of items to be organized and coordinated among numerous parties. Therefore, good relationships with these parties are key to a successful event. In particular, for the successful operation and execution of their hip-hop events, the PRC operating entities often are dependent on relationships with local authorities and government agencies, which provide the PRC operating entities essential services that are integral to the success of the event, such as police and security services, traffic control, and assistance in obtaining the required approvals and permits. For the operation of many of the PRC operating entities’ hip-hop events, they use third-party providers and may also rely on the support of volunteers. If the PRC operating entities are unable to rely on providers or volunteers in their event operations, it could cause disruptions to their events or otherwise adversely impact their relationships with their community of fans. Any adverse changes in or termination of any of these relationships could have a material adverse effect on their business, results of operations, financial condition, or prospects.
The PRC operating entities’ business depends on the continued success of their brands, and if they fail to maintain and enhance the recognition of their brands, they may face difficulty increasing their network of partners and clients, and their reputation and operating results may be harmed.
We believe
that market awareness of the PRC operating entities’ brands, including
,
,
and Hip Hop Master, have contributed significantly to the success of their business. Maintaining and enhancing their brands is
critical to the PRC operating entities’ efforts to increase their network of sponsors, clients, and fans.
The PRC operating entities’ ability to attract new sponsors, clients, and fans depends not only on investment in their brands, their marketing efforts, and the success of their sales force, but also on the perceived value of their services versus competing alternatives among their client base. In addition, a failure by their clients to distinguish between the PRC operating entities’ brands and the different services provided by their competitors may result in a reduction in sales volume, revenue, and margins. If the PRC operating entities’ marketing initiatives are not successful or become less effective, if they are unable to further enhance their brand recognition, or if they incur excessive marketing and promotion expenses, they may not be able to attract new clients successfully or efficiently, and their business and results of operations may be materially and adversely affected.
In addition, negative publicity about the PRC operating entities’ business, shareholders, affiliates, directors, officers, and other employees, and the industry in which the PRC operating entities operate, can harm the recognition of their brands. Negative publicity, regardless of merits, concerning the foregoing, could be related to a wide variety of matters, including but not limited to:
| ● | alleged misconduct or other improper activities committed by the PRC operating entities’ directors, officers, and other employees, including misrepresentation made by their employees to potential partners, clients, and fans during sales and marketing activities, and other fraudulent activities to artificially inflate the popularity of their service offerings; | |
| ● | false or malicious allegations or rumors about the PRC operating entities or their directors, shareholders, affiliates, officers, and other employees; | |
| ● | complaints by fans, clients, sponsors, or partners about the PRC operating entities’ events, services, sales, and marketing activities; | |
| ● | security breaches of confidential partner, client, or employee information; | |
| ● | employment-related claims relating to alleged employment discrimination, wage, and hour violations; and | |
| ● | governmental and regulatory investigations or penalties resulting from the PRC operating entities’ failure to comply with applicable laws and regulations. |
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In addition to traditional media, there has been an increasing use of social media platforms and similar devices in China, including instant messaging applications, social media websites, and other forms of Internet-based communications that provide individuals with access to a broad audience of consumers and other interested persons. The availability of information on instant messaging applications and social media platforms is virtually immediate as is its impact without affording the PRC operating entities an opportunity for redress or correction. The opportunity for dissemination of information, including inaccurate information, is readily available. Information concerning the PRC operating entities, and their shareholders, affiliates, directors, officers, and other employees, may be posted on such platforms at any time. The risks associated with any such negative publicity or incorrect information cannot be completely eliminated by the PRC operating entities’ strategies to maintain their brand and may materially harm the recognition of their brand, their reputation, business, financial condition, and results of operations.
The PRC operating entities could be adversely affected by a failure to protect their intellectual property or the intellectual property of their partners.
The PRC
operating entities have significant intellectual property rights, in particular with respect to their event brands, such as
, and
related events, as well as their business brands, such as the Hip Hop Master brand. See also “—The PRC operating
entities’ business depends on the continued success of their brands, and if they fail to maintain and enhance the recognition
of their brands, they may face difficulty increasing their network of partners and clients, and their reputation and operating
results may be harmed” and “Item 4. Information on the Company—B. Business Overview—Intellectual
Property.” The PRC operating entities regard their intellectual properties as critical to their success, and they depend, to a
large extent, on their ability to develop and maintain their intellectual property rights. To do so, they rely upon a combination of
trade secrets, confidential policies, nondisclosure, and other contractual arrangements and copyrights, software copyrights,
trademarks, and other intellectual property laws. The PRC operating entities also make use of the intellectual property rights from
partners, such as artists and music companies, to monetize the concerts they host. Despite their efforts to protect their or their
partners’ intellectual property rights, the steps the PRC operating entities take in this regard might not be adequate to
prevent, or deter, infringement or other misappropriation of their or their partners’ intellectual property by competitors,
former employees, or other third parties.
Monitoring and preventing any unauthorized use of the PRC operating entities’ or their partners’ intellectual property is difficult and costly, and any of their or their partners’ intellectual property rights could be challenged, invalidated, circumvented, or misappropriated, or such intellectual property may not be sufficient to provide the PRC operating entities with competitive advantages. Litigation or proceedings before governmental authorities, or administrative and judicial bodies may be necessary to enforce their intellectual property rights and to determine the validity and scope of their rights. The PRC operating entities’ efforts to protect their intellectual property in such litigation and proceedings may be ineffective and could result in substantial costs and diversion of resources and management time, each of which could substantially harm their operating results. Any failure in protecting or enforcing their or their partners’ intellectual property rights could have a material adverse effect on their business, results of operations, financial condition, or prospects.
Advertisements shown during the PRC operating entities’ events may subject them to penalties and other administrative actions.
Under PRC advertising laws and regulations, the PRC operating entities are obligated to monitor the advertising content shown during their events to ensure that such content is true, accurate, and in full compliance with applicable laws and regulations. In addition, where a special government review is required for specific types of advertisements prior to posting, such as advertisements relating to pharmaceuticals, medical instruments, agrochemicals, and veterinary pharmaceuticals, they are obligated to confirm that such review has been performed and approval has been obtained from competent governmental authority. To fulfill these monitoring functions, the PRC operating entities include clauses in all of their service contracts requiring that all advertising content provided by advertising agencies and advertisers must comply with relevant laws and regulations. Under PRC law, the PRC operating entities may have claims against advertising agencies and advertisers for all damages to the PRC operating entities caused by their breach of such representations. Violation of these laws and regulations may subject the PRC operating entities to penalties, including fines, confiscation of our advertising income, orders to cease dissemination of the advertisements, and orders to publish an announcement correcting the misleading information. In circumstances involving serious violations, such as posting a pharmaceutical product advertisement without approval, or posting an advertisement for fake pharmaceutical product, PRC governmental authorities may force the PRC operating entities to terminate their advertising operation or revoke their licenses.
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A majority of the advertisements shown during the PRC operating entities’ events are provided to them by third parties. Although significant efforts have been made to ensure that the advertisements shown during their events are in full compliance with applicable laws and regulations, the PRC operating entities cannot assure you that all the content contained in such advertisements is true and accurate as required by the advertising laws and regulations, especially given the large number of advertisements and the uncertainty in the application of these laws and regulations. The inability of the PRC operating entities’ procedures to adequately and timely discover such evasions may subject them to regulatory penalties or administrative sanctions. Although the PRC operating entities have not been subject to any penalties or administrative sanctions in the past for the advertisements shown during their events, if they are found to be in violation of applicable PRC advertising laws and regulations in the future, the PRC operating entities may be subject to penalties and their reputation may be harmed, which may have a material and adverse effect on their business, financial condition, results of operations, and prospects.
The markets in which the PRC operating entities operate are highly competitive.
In providing event planning and execution and brand promotion services, the PRC operating entities seek to build strong connections, raise the value of services they provide, create effective communication platforms for brands, events, and organizations, and ultimately provide the vital link between events and consumers. The PRC operating entities face competition in acquiring corporate clients. Notwithstanding prior relationships, corporate clients might choose alternative service providers. If the PRC operating entities are unable to maintain current clients or acquire new clients, their ability to grow their business will be limited. In a competitive environment, they may lose existing business to their competitors or they may win less profitable business, including to the extent they may be required to lower the service fees they charge to their clients. In China, a number of companies have already engaged in event planning and execution and brand promotion services, and certain large companies, such as Alibaba, Tencent, and Baidu, are increasingly investing in entertainment businesses, including in hip-hop-related content and media channel development. In addition, partners of the PRC operating entities may expand their internal capabilities or otherwise integrate themselves vertically and more systematically, which could result in a reduction in opportunities available to the PRC operating entities or otherwise lead to potential new competitors.
In the case of concerts, hip-hop events, and online hip-hop programs, the PRC operating entities face competition principally from other hosts or creator of concerts, hip-hop events, and online hip-hop programs. The events, concerts, or online programs offered by other hosts may offer fans the ability to participate in events that represent or are perceived to represent better value for money than what the PRC operating entities offer. The PRC operating entities may face competition in cities or markets from competitors that have or are able to establish a more significant local presence than they can. In addition, the PRC operating entities face competition from other entertainment and non-entertainment events that may be more attractive or appealing to potential fans.
The PRC operating entities’ results of operations are subject to seasonality and their financial performance in any one interim period is unlikely to be indicative of, or comparable to, their financial performance in subsequent interim periods.
Ultimately, the PRC operating entities generate revenue from events, and these events occur at different times throughout the year. Most of their event-related revenue as well as event-related expenses are recognized in the month in which an event occurs. In particular for the PRC operating entities’ Event Planning and Execution and Brand Promotion businesses, revenue and direct expenses tend to be higher in the fourth quarter of our fiscal year given the PRC operating entities’ event calendar. Over the course of the four quarters, fluctuations in gross profit shows a largely similar pattern to fluctuations in revenue. The PRC operating entities’ results of operations in their Event Hosting business tend to have less seasonal fluctuations compared to their other businesses. Comparing the PRC operating entities’ operating results on a period-to-period basis may not be meaningful, and you should not rely on their past results as an indication of their future performance.
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The PRC operating entities may be unable to expand successfully into new cities or markets or expand within cities or markets in which they are already present.
The PRC operating entities currently operate mainly in the coastal provinces of China. Expansion into new cities or markets or expansion within cities or markets in which they are already present could expose the PRC operating entities to significant legal and regulatory challenges, political, and economic instability or other adverse consequences. Such expansion may require the building of new relationships with stakeholders, which may have different interests or standards than stakeholders for which the PRC operating entities’ operations have otherwise been designed and for which they may have limited capabilities to leverage. Their lack of experience and operational expertise in these cities or markets could put the PRC operating entities in a disadvantageous position relative to their competitors with more experience or capabilities to address the relevant challenges. These factors, among others, could cause their expansion into new cities or markets to be unsuccessful or less profitable than what they are otherwise able to achieve, could cause their operating costs to increase unexpectedly or their revenue to decrease, or, in general, could otherwise negatively affect their expansion ambitions.
The PRC operating entities have grown rapidly and expect to continue to invest in their growth for the foreseeable future. If the PRC operating entities fail to manage this growth effectively, the success of their business model will be compromised.
The PRC operating entities have experienced rapid growth in recent years. Their rapid growth has placed, and will continue to place, a significant strain on their demand for effective planning and management processes, administrative and operating infrastructure, hip-hop event development, sales and marketing capacities, and other resources. The PRC operating entities’ ability to effectively implement their strategies and manage any significant growth of their business will depend on a number of factors, including their ability to: (i) effectively recruit, train, retain, and motivate a large number of new employees; (ii) continue to improve their operational, financial, and management controls and efficiencies; (iii) improve hip-hop events to make them appealing to fans; (iv) maintain and improve their relationships with various stakeholders within their industry; (v) improve their sales and marketing efficiency; (vi) protect and further develop their intellectual property rights; and (vii) make sound business decisions in light of the scrutiny associated with operating as a public company. These activities require significant capital expenditures and investment of valuable management and financial resources, and the PRC operating entities’ growth will continue to place significant demands on their management. There are no guarantees that the PRC operating entities will be able to effectively manage any future growth in an efficient, cost-effective, and timely manner, or at all. Their growth in a relatively short period of time is not necessarily indicative of results that the PRC operating entities may achieve in the future. If the PRC operating entities do not effectively manage the growth of their business and operations, their reputation, results of operations, and overall business and prospects could be negatively impacted.
The PRC operating entities may be unable to pursue strategic partnership, acquisitions, and investment opportunities to further complement their service offerings.
The PRC operating entities may selectively partner with, invest in, or acquire companies that complement or enhance their existing operations as well as those that are strategically beneficial to their long-term goals, including opportunities that help broaden their corporate client base, expand their service offerings, and grow the number of their events. The costs of identifying and consummating partnerships, acquisitions, and investments may be significant, and the PRC operating entities may not be able to find suitable opportunities at reasonable prices, or at all, in the future. Finding and consummating partnerships, acquisitions, or investments requires management time and effort, and finding and consummating such opportunities in new markets can be affected by availability of suitable targets and uncertain business cases in ways that pose greater risk than initiatives that target established markets. More broadly, opportunities in markets in which the PRC operating entities have limited or no prior experience may pose a greater risk. Failure to further expand their service offerings through strategic partnerships, acquisitions, and investment opportunities could have a material adverse effect on their business, results of operations, financial condition, or prospects.
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Failure to maintain the quality of customer services could harm the PRC operating entities’ reputation and their ability to retain existing clients and attract new clients, which may materially and adversely affect their business, financial condition, and results of operations.
The PRC operating entities depend on their customer service representatives to provide assistance to clients using their services. As such, the quality of customer services is critical to retaining their existing clients and attracting new clients. If their customer service representatives fail to satisfy clients’ individual needs, the PRC operating entities may incur reputational harms and lose potential or existing business opportunities with their existing clients, which could have a material adverse effect on their business, financial condition, and results of operations.
We rely on the skills, experience, and relationships of our senior management team and other key personnel, the loss of which could adversely affect us.
We believe that our future success depends significantly on our continuing ability to attract, develop, motivate, and retain our senior management and a sufficient number of hip-hop, event planning and execution, and brand promotion specialists and other experienced and skilled employees. We benefit from the track record of our senior management team, including Mr. Zhuoqin Huang, in building strategic personal relationships with key stakeholders throughout the hip-hop ecosystem and successfully growing our operations through strategic partnerships. Our senior management team works closely with seasoned hip-hop, event planning and execution, and brand promotion specialists who offer deep execution and operational experience combined with their relationships with various stakeholders. Our combined team offers deep industry experience throughout the hip-hop ecosystem, as well as in-depth knowledge of the Chinese hip-hop market.
Qualified individuals are in high demand, particularly in the hip-hop ecosystem, and the PRC operating entities may have to incur significant costs to attract and retain them. The loss of any member of the senior management team or such specialists could be highly disruptive and adversely affect our business operations in respect of a particular stakeholder or more broadly impact our future growth. Moreover, if any of these individuals joins a competitor or undertakes a competing business, the PRC operating entities may lose crucial business secrets, personal relationships, technological know-how, and other valuable resources, notwithstanding their contractual arrangements designed to mitigate this loss.
A decline in general economic conditions or a disruption of financial markets may affect entertainment markets or the discretionary income of consumers, which in turn could adversely affect the PRC operating entities’ profitability.
The PRC operating entities’ operations are affected by general economic conditions and, in particular, conditions that have a direct impact on the demand for entertainment and leisure activities. Declines in general economic conditions could reduce the level of discretionary income that their fans have to spend on attending or participating in entertainment events or on entertainment-related programs or consumer products more generally (thereby potentially reducing sponsorship and advertising spending), any of which could adversely impact their revenue. Adverse economic conditions, including volatility and disruptions in financial markets, may also affect other stakeholders in the hip-hop ecosystem, thereby reducing their engagement. For example, declines in consumer spending more broadly could affect advertising spend, which in turn could adversely affect broadcasters. These factors could reduce the prices the PRC operating entities can obtain in their arrangements with partners and clients.
Demand for the PRC operating entities’ content would be adversely affected by unauthorized distribution of that content.
To the extent that live hip-hop events are made available on the Internet by pirates or other unauthorized re-broadcasters and these are illegally streamed, demand for the PRC operating entities’ services could decline and they could lose the benefit of any associated revenue, which could have a material adverse effect on their reputation, business, results of operations, financial conditions, or prospects.
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The PRC operating entities’ current insurance policies may not provide adequate levels of coverage against all claims and they may incur losses that are not covered by their insurance.
We believe the PRC operating entities maintain insurance coverage that is customary for businesses of their size and type. However, they may be unable to insure against certain types of losses or claims, or the cost of such insurance may be prohibitive. Uninsured losses or claims, if they occur, could have a material adverse effect on their reputation, business, results of operations, financial condition, or prospects.
Content related to hip-hop produced and/or distributed by the PRC operating entities may be found objectionable by PRC regulatory authorities, which may have an adverse effect on their business.
PRC laws and regulations impose certain restrictions on content of commercial performances, radio and television programs, and advertisements. See “Item 4. Information on the Company—B. Business Overview—Regulations.” These regulations provide that content is prohibited to, among other things, violate PRC laws and regulations, impair the national dignity of China or the public interest, or incite ethnic hatred, propagate cults and superstition, disturb social order, spread obscenity, gambling, or violence. In addition, PRC regulatory authorities may find any content objectionable, and accordingly such content may be limited or eliminated. For example, since the outset of 2018, the Chinese government has tightened its crackdown on content it deemed to be “vulgar” or “low taste,” which caused certain rap songs to be deleted or their lyrics redacted since the government deemed them inappropriate. The PRC operating entities currently engage in street dance, another area of hip-hop culture, which we do not believe has been deemed to be offensive or vulgar. However, the PRC operating entities also own an extensive portfolio of intellectual property rights related to hip-hop events, including a stage play, three dance competitions or events, two cultural and musical festivals, and two promotional parties, and online hip-hop programs, which usually feature rap songs. As of the date of this annual report, the PRC operating entities have not received any notice of warning or been subject to penalties or other disciplinary action regarding content we currently produce or distribute. However, we cannot assure you that content the PRC operating entities produce, promote, or distribute will not be found objectionable by regulatory authorities in the future. In the event that the PRC regulatory authorities find any content the PRC operating entities produce and/or distribute objectionable, such content may be deleted or restricted. As a result, the PRC operating entities’ business, financial condition, and results of operations may be affected.
As the PRC operating entities have been engaged in digital collection sales since May 2022 and we are in the process of developing non-fungible token (“NFT”) products, the PRC operating entities and we may be subject to an extensive and highly-evolving regulatory landscape and any adverse changes to, or our failure to comply with, any laws and regulations could adversely affect our brand, reputation, business, operating results, and financial condition.
The PRC operating entities have been engaged in digital collection sales since May 2022 and we are in the process of developing NFT products. As a result, the PRC operating entities’ and our business may be subject to extensive laws, rules, regulations, policies, orders, determinations, directives, treaties, and legal and regulatory interpretations and guidance in the markets in which the PRC operating entities and we operate, including those governing financial services and banking, trust companies, securities, commodities, credit, digital asset custody, exchange, and transfer, cross-border and domestic money and digital asset transmission, consumer and commercial lending, usury, foreign currency exchange, privacy, data governance, data protection, cybersecurity, fraud detection, payment services (including payment processing and settlement services), consumer protection, escheatment, antitrust and competition, bankruptcy, tax, anti-bribery, economic and trade sanctions, anti-money laundering, and counter-terrorist financing. Many of these legal and regulatory regimes were adopted prior to the advent of the Internet, mobile technologies, digital assets, and related technologies. As a result, they do not contemplate or address unique issues associated with the crypto economy, are subject to significant uncertainty, and vary widely across U.S. federal, state, and local and international jurisdictions. These legal and regulatory regimes, including the laws, rules, and regulations thereunder, evolve frequently and may be modified, interpreted, and applied in an inconsistent manner from one jurisdiction to another, and may conflict with one another. Moreover, the complexity and evolving nature of our business and the significant uncertainty surrounding the regulation of the crypto economy requires us to exercise our judgement as to whether certain laws, rules, and regulations apply to us, and it is possible that governmental bodies and regulators may disagree with our conclusions. To the extent we have not complied with such laws, rules, and regulations, we could be subject to significant fines, revocation of licenses, limitations on our products and services, reputational harm, and other regulatory consequences, each of which may be significant and could adversely affect our business, operating results, and financial condition.
Risks Relating to Our Class A Ordinary Shares and the Trading Market
Substantial future sales of our Class A Ordinary Shares or the anticipation of future sales of our Class A Ordinary Shares in the public market could cause the price of our Class A Ordinary Shares to decline.
Sales of substantial amounts of our Class A Ordinary Shares in the public market, or the perception that these sales could occur, could cause the market price of our Class A Ordinary Shares to decline. An aggregate of 1,828,693 Class A Ordinary Shares are outstanding as of the date of this annual report. Sales of these shares into the market could cause the market price of our Class A Ordinary Shares to decline.
We do not intend to pay dividends for the foreseeable future.
We currently intend to retain any future earnings to finance the operation and expansion of our business, and we do not expect to declare or pay any dividends in the foreseeable future. As a result, you may only receive a return on your investment in our Class A Ordinary Shares if the market price of our Class A Ordinary Shares increases.
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If securities or industry analysts do not publish research or reports about our business, or if the publish a negative report regarding our Class A Ordinary Shares, the price of our Class A Ordinary Shares and trading volume could decline.
Any trading market for our Class A Ordinary Shares may depend in part on the research and reports that industry or securities analysts publish about us or our business. We do not have any control over these analysts. If one or more of the analysts who cover us downgrade us, the price of our Class A Ordinary Shares would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly publish reports on us, we could lose visibility in the financial markets, which could cause the price of our Class A Ordinary Shares and the trading volume to decline.
The market price of our Class A Ordinary Shares may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the public offering price.
From the closing of our initial public offering on July 2, 2021 to October 20, 2023, the price of our Class A Ordinary Shares has ranged from $0.27 to $53.40 per share. The trading price of our Class A Ordinary Shares is likely to continue to be volatile and could fluctuate widely due to factors beyond our control. This may happen because of broad market and industry factors, including the performance and fluctuation of the market prices of other companies with business operations located mainly in China that have listed their securities in the United States. The securities of some of these companies have experienced significant volatility since their initial public offerings, including, in some cases, substantial price declines in their trading prices. The trading performances of other Chinese companies’ securities after their offerings may affect the attitudes of investors toward Chinese companies listed in the United States in general and consequently may impact the trading performance of our Class A Ordinary Shares, regardless of our actual operating performance.
The market price of our Class A Ordinary Shares may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:
| ● | actual or anticipated fluctuations in our revenue and other operating results; | |
| ● | the financial projections we may provide to the public, any changes in these projections or our failure to meet these projections; | |
| ● | actions of securities analysts who initiate or maintain coverage of us, changes in financial estimates by any securities analysts who follow our company, or our failure to meet these estimates or the expectations of investors; | |
| ● | announcements by us or our competitors of significant products or features, technical innovations, acquisitions, strategic partnerships, joint ventures, or capital commitments; |
| ● | price and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole; | |
| ● | lawsuits threatened or filed against us; and | |
| ● | other events or factors, including those resulting from war or incidents of terrorism, or responses to these events. |
In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, shareholders have filed securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.
We have not maintained compliance with the minimum bid price requirement of $1.00 per share for continued listing on the Nasdaq. If we continue to fail to meet this requirement and Nasdaq determines to delist our Class A Ordinary Shares, the delisting would adversely affect the market liquidity of our Class A Ordinary Shares and the market price of our Class A Ordinary Shares could decrease.
Our Class A Ordinary Shares are listed on the Nasdaq. In order to maintain our listing, we must meet minimum financial and other requirements, including the minimum bid price requirement of $1.00 per share for continued listing, as set forth in Nasdaq Listing Rule 5450(a)(1). On November 21, 2022, we received a letter from the Nasdaq indicating that we were not in compliance with Nasdaq Rule 5450(a)(1) (the “Bid Price Rule”), as the closing bid price for our Class A Ordinary Shares had been below $1.00 per share for the preceding 30 consecutive business days. The notice indicated that, consistent with Nasdaq Listing Rule 5810(c)(3)(A), we had 180 days, or until May 16, 2023, to regain compliance with the minimum bid price requirement. On May 22, 2023, we announced that we received approval from the Nasdaq to transfer the listing of our Class A Ordinary Shares from the Nasdaq Global Market to the Nasdaq Capital Market. In connection with the transfer to the Nasdaq Capital Market, on May 17, 2023, Nasdaq granted us an additional 180-day period (or until November 13, 2023) to regain compliance with the requirement that the bid price of our Class A Ordinary Shares meet or exceed $1.00 per share for at least 10 consecutive business days.
On October 9, 2023, we held an extraordinary general meeting of shareholders, during which our shareholders adopted an ordinary resolution to approve a share consolidation of 10 ordinary shares with a par value of US$0.001 each in our issued and unissued share capital into one ordinary share with a par value of US$0.01, effective on such date as our board of directors shall determine (the “Share Consolidation Proposal”).
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On October 12, 2023, our board of directors adopted resolutions to set the effective date of the Share Consolidation to October 26, 2023, and the Share Consolidation was reflected with the Nasdaq Stock Market and in the marketplace at the opening of business on October 27, 2023.
There can be no assurance that we will meet the minimum bid price requirement or any other requirements in the future. The failure to maintain our listing on the Nasdaq would have an adverse effect on the market price and liquidity of our Class A Ordinary Shares. Without a Nasdaq listing, shareholders may have a difficult time getting a quote for the sale or purchase of our Class A Ordinary Shares, the sale or purchase of our Class A Ordinary Shares would likely be made more difficult, and the trading volume and liquidity of our Class A Ordinary Shares could decline. Delisting from the Nasdaq could also result in negative publicity and could make it more difficult for us to raise additional capital.
If we cease to qualify as a foreign private issuer, we would be required to comply fully with the reporting requirements of the Exchange Act applicable to U.S. domestic issuers, and we would incur significant additional legal, accounting, and other expenses that we would not incur as a foreign private issuer.
As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content of proxy statements, and our officers, directors, and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file periodic reports and financial statements with the SEC as frequently or as promptly as United States domestic issuers, and we are not required to disclose in our periodic reports all of the information that United States domestic issuers are required to disclose. While we currently are deemed as a foreign private issuer, we may cease to qualify as a foreign private issuer in the future, in which case we would incur significant additional expenses that could have a material adverse effect on our results of operations.
Because we are a foreign private issuer and intend to take advantage of exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.
As a Cayman Islands company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. Nasdaq rules, however, permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.
Nasdaq Listing Rule 5635 generally provides that shareholder approval is required of U.S. domestic companies listed on Nasdaq prior to issuance (or potential issuance) of securities (i) equaling 20% or more of the company’s common stock or voting power for less than the greater of market or book value (ii) resulting in a change of control of the company; and (iii) which is being issued pursuant to a stock option or purchase plan to be established or materially amended or other equity compensation arrangement made or materially amended. Notwithstanding this general requirement, Nasdaq Listing Rule 5615(a)(3)(A) permits foreign private issuers to follow their home country practice rather than these shareholder approval requirements. The Cayman Islands do not require shareholder approval prior to any of the foregoing types of issuances. We, therefore, are not required to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities as described above. Specifically, our board of directors has elected to follow our home country rules and be exempt from the requirements to obtain shareholder approval for (1) shareholder approval for the issuance of securities in connection with the acquisition of the stock or assets of another company under the Nasdaq Listing Rule 5635(a), (2) the issuance of securities when the issuance or potential issuance will result in a change of control of our Company under Nasdaq Listing Rule 5635(b), (3) shareholder approval for share incentive plans under the Nasdaq Listing Rule 5635(c), and (4) the issuance of 20% or more of our outstanding ordinary shares under the Nasdaq Listing Rule 5635(d).
Nasdaq Listing Rule 5605(b)(1) requires listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirement. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Currently, we do not have any independent directors and we are still looking for independent director candidates. Therefore, our shareholders may be afforded less protection than they would otherwise enjoy under Nasdaq’s corporate governance requirements applicable to U.S. domestic issuers.
Although as a foreign private issuer we are exempt from certain corporate governance standards applicable to U.S. issuers, if we cannot satisfy, or continue to satisfy, the continued listing requirements and other rules of the Nasdaq Capital Market, our securities may not be listed or may be delisted, which could negatively impact the price of our securities and your ability to sell them.
Our Class A Ordinary Shares are listed on the Nasdaq Capital Market. In order to maintain our listing on the Nasdaq Capital Market, we are required to comply with certain rules of the Nasdaq Capital Market, including those regarding minimum stockholders’ equity, minimum share price, minimum market value of publicly held shares, and various additional requirements. Even if we currently meet the listing requirements and other applicable rules of the Nasdaq Capital Market, we may not be able to continue to satisfy these requirements and applicable rules. If we are unable to satisfy the Nasdaq Capital Market criteria for maintaining our listing, our securities could be subject to delisting.
If the Nasdaq Capital Market subsequently delists our securities from trading, we could face significant consequences, including:
| ● | a limited availability for market quotations for our securities; |
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| ● | reduced liquidity with respect to our securities; | |
| ● | a determination that our Class A Ordinary Share is a “penny stock,” which will require brokers trading in our Class A Ordinary Share to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our Class A Ordinary Share; | |
| ● | limited amount of news and analyst coverage; and | |
| ● | a decreased ability to issue additional securities or obtain additional financing in the future. |
Our board of directors may decline to register transfers of Class A Ordinary Shares in certain circumstances.
Our board of directors may, in its sole discretion, decline to register any transfer of any Class A Ordinary Share which is not fully paid up or on which we have a lien. Our directors may also decline to register any transfer of any share unless (i) the instrument of transfer is lodged with us, accompanied by the certificate for the shares to which it relates and such other evidence as our board of directors may reasonably require to show the right of the transferor to make the transfer; (ii) the instrument of transfer is in respect of only one class of shares; (iii) the instrument of transfer is properly stamped, if required; (iv) in the case of a transfer to joint holders, the number of joint holders to whom the share is to be transferred does not exceed four; (v) the shares transferred are free of any lien in favor of us; or (vi) a fee of such maximum sum as the Nasdaq Capital Market may determine to be payable, or such lesser sum as our board of directors may from time to time require, is paid to us in respect thereof.
If our directors refuse to register a transfer they shall, within three months after the date on which the instrument of transfer was lodged, send to each of the transferor and the transferee notice of such refusal. The registration of transfers may, on 14 days’ notice being given by advertisement in one or more newspapers or by electronic means, be suspended and the register closed at such times and for such periods as our board of directors may from time to time determine, provided, however, that the registration of transfers shall not be suspended nor the register closed for more than 30 days in any year.
This, however, is unlikely to affect market transactions of the Class A Ordinary Shares purchased by investors in our public offerings. The legal title to such Class A Ordinary Shares and the registration details of those Class A Ordinary Shares in our register of members remains with the Depository Trust Company. All market transactions with respect to those Class A Ordinary Shares are carried out without the need for any kind of registration by the directors, as the market transactions will all be conducted through the Depository Trust Company systems.
We are an “emerging growth company” within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this will make it more difficult to compare our performance with other public companies.
We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This will make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Because we are an “emerging growth company,” we may not be subject to requirements that other public companies are subject to, which could affect investor confidence in us and our Class A Ordinary Shares.
For as long as we remain an “emerging growth company,” as defined in the JOBS Act, we will elect to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of shareholder approval of any golden parachute payments not previously approved. Because of these lessened regulatory requirements, our shareholders would be left without information or rights available to shareholders of more mature companies. If some investors find our Class A Ordinary Shares less attractive as a result, there may be a less active trading market for our Class A Ordinary Shares and our share price may be more volatile.
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The laws of the Cayman Islands may not provide our shareholders with benefits comparable to those provided to shareholders of corporations incorporated in the United States.
Our corporate affairs are governed by our amended and restated memorandum and articles of association, by the Companies Act (Revised) of the Cayman Islands and by the common law of the Cayman Islands. The rights of shareholders to take action against our directors, actions by minority shareholders and the fiduciary responsibilities of our directors to us under Cayman Islands law are to a large extent governed by the common law of the Cayman Islands. The common law in the Cayman Islands is derived in part from comparatively limited judicial precedent in the Cayman Islands and from English common law. Decisions of the Privy Council (which is the final Court of Appeal for British overseas territories such as the Cayman Islands) are binding on a court in the Cayman Islands. Decisions of the English courts, and particularly the Supreme Court and the Court of Appeal are generally of persuasive authority but are not binding in the courts of the Cayman Islands. Decisions of courts in other Commonwealth jurisdictions are similarly of persuasive but not binding authority. The rights of our shareholders and the fiduciary responsibilities of our directors under Cayman Islands law are not as clearly established as they would be under statutes or judicial precedents in the United States. In particular, the Cayman Islands has a less developed body of securities laws relative to the United States. Therefore, our public shareholders may have more difficulty protecting their interests in the face of actions by our management, directors, or controlling shareholders than would shareholders of a corporation incorporated in a jurisdiction in the United States.
You may be unable to present proposals before annual general meetings or extraordinary general meetings not called by shareholders.
Cayman Islands law provides shareholders with only limited rights to requisition a general meeting, and does not provide shareholders with any right to put any proposal before a general meeting. These rights, however, may be provided in a company’s articles of association. Our articles of association allow our shareholders holding shares representing in aggregate not less than 10% of our voting share capital in issue, to requisition a general meeting of our shareholders, in which case our directors are obliged to call such meeting. Advance notice of at least 21 clear days is required for the convening of our annual general shareholders’ meeting and at least 14 clear days’ notice any other general meeting of our shareholders. A quorum required for a meeting of shareholders consists of at least one shareholder present or by proxy, representing not less than one-third of the total issued shares carrying the right to vote at a general meeting of our Company.
If we are classified as a PFIC, United States taxpayers who own our Class A Ordinary Shares may have adverse United States federal income tax consequences.
A non-U.S. corporation such as ourselves will be classified as a PFIC, for any taxable year if, for such year, either:
| ● | At least 75% of our gross income for the year is passive income; or | |
| ● | The average percentage of our assets (determined at the end of each quarter) during the taxable year which produce passive income or which are held for the production of passive income is at least 50%. |
Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business), and gains from the disposition of passive assets.
If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a U.S. taxpayer who holds our Class A Ordinary Shares, the U.S. taxpayer may be subject to increased U.S. federal income tax liability and may be subject to additional reporting requirements.
Depending on the amount of cash we have and any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent year, more than 50% of our assets may be assets which produce passive income, in which case we would be deemed a PFIC, which could have adverse U.S. federal income tax consequences for U.S. taxpayers who are shareholders. We will make this determination following the end of any particular tax year.
Although the law in this regard is unclear, we treat the PRC operating entities as being owned by us for United States federal income tax purposes, not only because we exercise effective control over the operations of such entities but also because we are entitled to substantially all of their economic benefits, and, as a result, we consolidate their operating results in our consolidated financial statements. For purposes of the PFIC analysis, in general, a non-U.S. corporation is deemed to own its pro rata share of the gross income and assets of any entity in which it is considered to own at least 25% of the equity by value.
For a more detailed discussion of the application of the PFIC rules to us and the consequences to U.S. taxpayers if we were or are determined to be a PFIC, see “Item 10. Additional Information—E. Taxation—United States Federal Income Taxation—PFIC Consequences.”
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Our shareholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption of their shares.
If we are forced to enter into an insolvent liquidation, any distributions received by shareholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, we were unable to pay our debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover some or all amounts received by our shareholders. Furthermore, our directors may be viewed as having breached their fiduciary duties to us or our creditors and/or may have acted in bad faith, thereby exposing themselves and our company to claims, by paying public shareholders from the trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons. We and our directors and officers who knowingly and willfully authorized or permitted any distribution to be paid out of our share premium account while we were unable to pay our debts as they fall due in the ordinary course of business would be guilty of an offence and may be liable to a fine of $18,292.68 and to imprisonment for five years in the Cayman Islands.
Anti-takeover provisions in our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control.
Some provisions of our amended and restated memorandum and articles of association may discourage, delay, or prevent a change in control of our company or management that shareholders may consider favorable, including, among other things, the following:
| ● | provisions that authorize our board of directors to issue shares with preferred, deferred or other special rights or restrictions without any further vote or action by our shareholders; and | |
| ● | provisions that restrict the ability of our shareholders to call meetings and to propose special matters for consideration at shareholder meetings. |
The dual class structure of our ordinary shares has the effect of concentrating voting control with our chief executive officer and chairman, and his interests may not be aligned with the interests of our other shareholders.
We have a dual-class voting structure consisting of Class A Ordinary Shares and Class B Ordinary Shares. Under this structure, holders of Class A Ordinary Shares are entitled to one vote per one Class A Ordinary Share, and holders of Class B Ordinary Shares are entitled to seven votes per one Class B Ordinary Share, which may cause the holders of Class B Ordinary Shares to have an unbalanced, higher concentration of voting power. Mr. Zhuoqin Huang, our chief executive officer and chairman, indirectly holds 576,308, or 100% of our issued Class B Ordinary Shares, representing approximately 68.81% of the voting rights in our Company. As a result, until such time as his collective voting power is below 50%, Mr. Huang as the controlling shareholder has substantial influence over our business, including decisions regarding mergers, consolidations and the sale of all or substantially all of our assets, election of directors, and other significant corporate actions. He may take actions that are not in the best interests of us or our other shareholders. These corporate actions may be taken even if they are opposed by our other shareholders. Further, such concentration of voting power may discourage, prevent, or delay the consummation of recent change of control transactions that shareholders may consider favorable, including transactions in which shareholders might otherwise receive a premium for their shares. Future issuances of Class B Ordinary Shares may also be dilutive to the holders of Class A Ordinary Shares. As a result, the market price of our Class A Ordinary Shares could be adversely affected.
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The dual-class structure of our ordinary shares may adversely affect the trading market for our Class A Ordinary Shares.
Several shareholder advisory firms have announced their opposition to the use of multiple class structures. As a result, the dual class structure of our ordinary shares may cause shareholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. Any actions or publications by shareholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A Ordinary Shares.
We are a “controlled company” within the meaning of the Nasdaq listing rules, and may follow certain exemptions from certain corporate governance requirements that could adversely affect our public shareholders.
Our largest shareholder, Mr. Zhuoqin Huang, owns more than a majority of the voting power of our outstanding ordinary shares. Under the Nasdaq listing rules, a company of which more than 50% of the voting power is held by an individual, group, or another company is a “controlled company” and is permitted to phase in its compliance with the independent committee requirements. Although we do not intend to rely on the “controlled company” exemptions under the Nasdaq listing rules even if we are deemed a “controlled company,” we could elect to rely on these exemptions in the future. If we were to elect to rely on the “controlled company” exemptions, a majority of the members of our board of directors might not be independent directors and our nominating and corporate governance and compensation committees might not consist entirely of independent directors. Accordingly, if we rely on the exemptions, during the period we remain a controlled company and during any transition period following a time when we are no longer a controlled company, you would not have the same protections afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
During the course of the audit of our consolidated financial statements, we and our independent registered public accounting firm identified a material weakness in our internal control over financial reporting. If we fail to establish and maintain an effective system of internal control over financial reporting, our ability to accurately and timely report our financial results or prevent fraud may be adversely affected, and investor confidence and the market price of our Class A Ordinary Shares may be adversely impacted.
We are subject to reporting obligations under U.S. securities laws. The SEC adopted rules pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 requiring every public company to include a management report on such company’s internal control over financial reporting in its annual report, which contains management’s assessment of the effectiveness of its internal control over financial reporting.
We and our independent registered public accounting firm, in connection with the preparation and external audit of our consolidated financial statements for the fiscal year ended June 30, 2023, identified a material weakness in our internal control over financial reporting, that is, we do not have sufficient in-house personnel in our accounting department with sufficient knowledge of U.S. GAAP and SEC reporting rules. See “Item 15. Controls and Procedures— Disclosure Controls and Procedures.” Our management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, and (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel. Measures that we implement may not fully address the material weakness in our internal control over financial reporting and we may not be able to conclude that the material weakness has been fully remedied.
Failure to correct the material weakness and other control deficiencies or failure to discover and address any other control deficiencies could result in inaccuracies in our consolidated financial statements and could also impair our ability to comply with applicable financial reporting requirements and make related regulatory filings on a timely basis. As a result, our business, financial condition, results of operations, and prospects, as well as the trading price of our Class A Ordinary Shares, may be materially and adversely affected. Due to the material weakness in our internal control over financial reporting as described above, our management concluded that our internal control over financial reporting was not effective as of June 30, 2023. This could adversely affect the market price of our Class A Ordinary Shares due to a loss of investor confidence in the reliability of our reporting processes.
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Item 4. INFORMATION ON THE COMPANY
A. History and Development of the Company
On June 30, 2021, our Class A Ordinary Shares commenced trading on the Nasdaq Global Market under the symbol “CPOP.” On July 2, 2021, we closed our initial public offering. We raised approximately $37.2 million in gross proceeds from our initial public offering, before deducting underwriting discounts and other related expenses.
On December 3, 2021, we incorporated a wholly owned subsidiary, Pop Culture Global, in California. As of the date of this annual report, Pop Culture Global has not been operative, nor has it generated any revenue.
On January 25, 2022, Heliheng and Xiamen Pop Culture established a subsidiary, Pop Investment, under PRC laws and regulations. Heliheng holds 60% equity interests in Pop Investment and Xiamen Pop Culture holds 40%. Pop Investment plans to engage in cross-border funds management for our Company. As of the date of this annual report, Pop Investment has not been operative, nor has it generated any revenue.
On March 30, 2022, Xiamen Pop Culture established a subsidiary, Zhongpu Shuyuan, under PRC laws and regulations. Xiamen Pop Culture holds 51% equity interests in Zhongpu Shuyuan. Zhongpu Shuyuan is engaged in digital collection and metaverse related business and launched a non-fungible token digital collection trading platform in China, Shuyuan Meta, on May 3, 2022 for the development, promotion, and distribution of digital collections.
On April 12, 2022, Zhongpu Shuyuan entered into a share purchase agreement with Mouqing He and Lin Jiang, the two former shareholders of Xiamen Qiqin, pursuant to which Zhongpu Shuyuan acquired 100% of Xiamen Qiqin’s equity interests. As a result, Xiamen Qiqin became a wholly owned subsidiary of Zhongpu Shuyuan on April 12, 2022. Xiamen Qiqin is engaged in online digital collection sales.
On April 14, 2022, Xiamen Pop Culture established a wholly owned subsidiary, Hualiu Digital, under the PRC laws and regulations. Hualiu Digital is still in the process of exploring its business plan. As of the date of this annual report, Hualiu Digital has not been operative, nor has it generated any revenue.
On May 16, 2022, Guangzhou Shuzhi, a wholly owned subsidiary of Xiamen Pop Culture, established a subsidiary, Xiamen Shuzhi, under PRC laws and regulations. Guangzhou Shuzhi held 70% equity interests in Xiamen Shuzhi. On August 18, 2022, Guangzhou Shuzhi acquired the remaining 30% equity interests, and Xiamen Shuzhi became a wholly owned subsidiary. Xiamen Shuzhi is engaged in online and offline marketing and exhibitions.
On May 18, 2022, Guangzhou Shuzhi established a subsidiary, Fujian Shuzhi, under PRC laws and regulations. Guangzhou Shuzhi holds 51% equity interests in Fujian Shuzhi. Fujian Shuzhi was engaged in online and offline marketing and exhibitions. On October 7, 2023, Fujian Shuzhi was dissolved.
On June 20, 2022, Xiamen Pop Culture established a wholly owned subsidiary, Pupu Digital, under PRC laws and regulations. Pupu Digital is engaged in culture-related digital content production services.
On June 28, 2022, Pop Network and two unrelated third parties established Junpu Era (Xiamen) Digital Industry Co., Ltd. (“Junpu Era”) under PRC laws and regulations. Pop Network holds 30% of the equity interests in Junpu Era. Junpu Era is engaged in digital collection and metaverse-related services.
On July 21, 2022, Pop Culture HK established a wholly owned subsidiary, Shuzhi Sports, under PRC laws and regulations. Shuzhi Sports is still in the process of exploring its business plan. As of the date of this annual report, Shuzhi Sports has not been operative, nor has it generated any revenue.
On December 1,2022, Pop Digital transferred 4% of the equity interests it held in Shenzhen Jam Box to Wanquan Yi, the legal representative and executive director of Shenzhen Pop Digital Industry Development Co., Ltd., for a consideration of RMB200,000 (approximately $27,333). The equity transfer was declared effective by the local authority on January 11, 2023.
In May 2023, we received approval from the Nasdaq to transfer the listing of our Class A Ordinary Shares from the Nasdaq Global Market to the Nasdaq Capital Market. Our Class A Ordinary Shares have been listed on the Nasdaq Capital Market since May 18, 2023, and prior to that were listed on the Nasdaq Global Market from June 30, 2021 to May 17, 2023, both under the symbol “CPOP.”
On June 27, 2023, Pop Sikai was dissolved.
On October 9, 2023, we held an extraordinary general meeting of shareholders, during which our shareholders adopted an ordinary resolution to approve a share consolidation of 10 ordinary shares with a par value of US$0.001 each in our issued and unissued share capital into one ordinary share with a par value of US$0.01, effective on such date as our board of directors of the Company shall determine.
On October 12, 2023, our board of directors adopted resolutions to set the effective date of the Share Consolidation to October 26, 2023, and the Share Consolidation was reflected with the Nasdaq Stock Market and in the marketplace at the opening of business on October 27, 2023.
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Corporate Information
Our principal executive offices are located at 3rd Floor, No. 168, Fengqi Road, Jimei District, Xiamen City, Fujian Province, the PRC, and our phone number is +86-0592-5968169. Our registered office in the Cayman Islands is located at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman KY1-1002, Cayman Islands, and the phone number of our registered office is +1-3459498599. We maintain a corporate website at http://cpop.cn/. The information contained in, or accessible from, our website or any other website does not constitute a part of this annual report. Our agent for service of process in the United States is Cogency Global Inc., located at 122 East 42nd Street, 18th Floor, New York, NY 10168.
The SEC maintains a website at www.sec.gov that contains reports, proxy, and information statements, and other information regarding issuers that file electronically with the SEC using its EDGAR system.
For information regarding our principal capital expenditures, see “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources—Capital Expenditures.”
B. Business Overview
Through services of the PRC operating entities, we aim to promote hip-hop culture and its values and to promote cultural exchange with respect to hip-hop between the United States and China. The PRC operating entities do this mainly by delivering event experiences with significant hip-hop elements to the younger generation.
Overview
With the values of hip-hop culture at their core and the younger generation as their primary target audience, the PRC operating entities host entertainment events, operate hip-hop related online programs, and provide event planning and execution services and brand promotion services to corporate clients, including online marketing and promotion, trademark and logo design, visual identity system design, brand positioning, brand personality design, and digital solutions for service fees to corporate clients. They seek to create value for stakeholders in all parts of the hip-hop ecosystem, from fans to artists, corporate clients, and sponsors.
The PRC operating entities have in recent years focused on developing and hosting their own hip-hop events. The PRC operating entities own an extensive portfolio of intellectual property rights related to hip-hop events, including a stage play, three dance competitions or events, two cultural and musical festivals, and two promotional parties that feature live hip-hop performances in karaoke bars or amusement parks to promote hip-hop culture, and they cooperate with music companies and artists to host various concerts in China; starting from March 2020, the PRC operating entities have been developing and operating hip-hop related online programs (collectively, “Event Hosting”). The PRC operating entities’ hip-hop events generated an aggregate attendance of 269,000, 203,233, and 159,200 during the fiscal years ended June 30, 2023, 2022, and 2021, respectively, and their online hip-hop programs generated over 790 million, 210 million, and 314 million views during the fiscal years ended June 30, 2023, 2022, and 2021, respectively. The PRC operating entities generate revenue from their Event Hosting business by providing sponsorship packages to advertisers in exchange for sponsorship fees and by selling tickets for those concerts.
The PRC operating entities help corporate clients with the design, logistics, and layout of events, coordinate and supervise the actual event set-up and implementation, and generate revenue through service fees (“Event Planning and Execution”). Their services feature significant hip-hop elements and cover each aspect of corporate and marketing events, including communication, planning, design, production, reception, execution, and analysis. During the fiscal years ended June 30, 2023, 2022, and 2021, the PRC operating entities served 31, 21, and 24 clients in 87, 56, and 59 events with respect to event planning and execution, respectively.
The PRC operating entities provide brand promotion services, such as online marketing and promotion, trademark and logo design, visual identity system design, brand positioning, brand personality design, and digital solutions, to corporate clients for service fees (“Brand Promotion”).
We believe that the main reason corporate clients hire the PRC operating entities to plan and execute events and provide brand promotion services geared towards the younger generation is for their deep understanding of the taste and preferences of this generation.
The PRC operating entities also sell digital collections to individual collectors, provide music recording services to a corporate client and SaaS software services to hip-hop dance training institutions for service fees, and distribute advertisements for corporate customers for service fees (“Other Services”).
For the fiscal years ended June 30, 2023, 2022, and 2021, we had total revenue of $18,543,243, $32,281,543, and $25,526,557, and net income of negative $25,257,696, $687,891, and $4,267,542, respectively. Revenue derived from the Event Hosting business accounted for 23%, 46%, and 59% of our total revenue for those fiscal years, respectively. Revenue derived from the Event Planning and Execution business accounted for 22%, 26%, and 36% of our total revenue for those fiscal years, respectively. Revenue derived from the Brand Promotion business accounted for 53%, 27%, and 3% of our total revenue for those fiscal years, respectively. Revenue derived from the Other Services accounted for 2%, 1%, and 2% of our total revenue for those fiscal years, respectively.
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Our Competitive Strengths
We believe the following competitive strengths are essential for the PRC operating entities’ success and differentiate them from their competitors:
An Extensive Portfolio of Iconic Hip-Hop Events
The PRC operating entities have a large pool of creative talents within their companies who incubate original hip-hop event ideas. Over the years, the PRC operating entities have developed an extensive portfolio of iconic hip-hop events, including, without limitation: China Battle Championships, an annual street dance competition with a 13-year history; Move It, the first street dance stage play in China; Cross-Strait Hip-Hop Culture Festival, an annual cultural festival focusing on hip-hop culture, with support from Department of Culture and Department of Education of Fujian Province; Hip-Hop Party and Popcity Music Festival, a series of hip-hop music events in Fujian Province; and Mini Master and Super Hip-Hop Dream, street dance events to promote street dance and hip-hop culture among kids and teenagers. For details on the PRC operating entities’ hip-hop events and related intellectual property, see “—The Business Model—Event Hosting—Representative Hip-Hop Events” and “—Intellectual Property.” These events have been well received by the audience and generated sponsorship fees from a large number of sponsors.
A Deep Understanding of the Younger Generation
The PRC operating entities began organizing hip-hop events and marketing campaigns in Chinese universities and colleges in 2007. For instance, the PRC operating entities planned and organized Pino Chinese University Street Dance Competition (“品诺全国高校街舞大赛”) in 2010, 2011, and 2012, respectively, which attracted the participation of approximately 20,000 university students in total. Given their long operating history, the PRC operating entities have a deep understanding of the younger generation’s preferences and behavior, which enables them to plan creative events and design attractive marketing campaigns tailored to this audience group. Event planners, creatives, and other members of the PRC operating entities are mostly young professionals who are enthusiastic about hip-hop culture, and they empathically understand and click with the younger generation. To keep up with the evolving trends among the younger generation, the PRC operating entities maintain and enhance engagement with this target audience by posting hip-hop-related content and interacting with followers on various digital channels, such as WeChat and Weibo, other social network groups, and online platforms.
A Highly-Recognized Brand Name in the Hip-Hop Culture and Street Dance Industries
The PRC operating entities have built a highly-recognized brand name in China as a promoter of hip-hop culture by providing services with significant hip-hop elements to corporate clients and by hosting concerts and hip-hop events. On September 22, 2016, the VIE, Xiamen Pop Culture was listed in China on the National Equities Exchange and Quotations Co., Ltd., or the “NEEQ,” which made Xiamen Pop Culture the first hip-hop related company to be listed on the NEEQ. To facilitate our initial public offering in the U.S., Xiamen Pop Culture applied to have itself delisted from the NEEQ in March 2019. On June 30, 2021, our Class A Ordinary Shares commenced trading on the Nasdaq Global Market, which further increased the awareness of the PRC operating entities’ brand name.
In addition, the PRC operating entities benefit from sponsorship and support from our shareholders, some of whom have extensive experience in the entertainment industry in China, including host Nic Li, talent agent Yamo Zhao, and street dancer and disc jockey Hailong Huang. These shareholders may use their presence and reputation to enhance the PRC operating entities’ position in the growing Chinese hip-hop market and accelerate growth in their business.
A Strong and Loyal Corporate Client Base
The PRC operating entities’ brand name and reputation have enabled them to develop and retain a strong and loyal corporate client base for their Event Planning and Execution and Brand Promotion businesses. The PRC operating entities’ corporate client base mainly covers industries such as consumer goods, advertising and marketing, and media. From the start of the PRC operating entities’ operations in 2007 to June 2023, the PRC operating entities had provided event planning and execution and brand promotion services to an aggregate of 442 corporate clients, of which 200 were returning clients to whom we provided services more than once. Our corporate clients include, to name a few, Heng’an (China) Paper Industry Co., Ltd., Ab Inbev Sedrin Brewery Co., Ltd., Xiamen Mastermind Advertising Co., Ltd., Fujian Yunbang Culture Communication Co., Ltd., Guangzhou Taiji Advertising Co., Ltd., Fuzhou Xinsiyu Culture Communication Co., Ltd., Guangzhou President Enterprise Co., Ltd., Hongxing Erke Group, and Blue Hat Integrative Entertainment Technology.
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An Experienced Management Team Able to Leverage the Capabilities of Our Organization
The PRC operating entities’ senior management team is led by Mr. Zhuoqin Huang, our chief executive officer, director, and chairman, who has over 20 years of experience in the marketing industry. Mr. Huang also has considerable experience in the hip-hop industry—he began learning street dance in 1998, cofounded JWM Crew Dance Club, a street dance club based in Fujian Province, in 2002, and was an advisor to the M-ZONE National Street Dance Competition held in 2008. The PRC operating entities’ management team is comprised of highly skilled and dedicated professionals with wide ranging experience in event planning and execution, services, business development, and marketing. In addition, members of the PRC operating entities’ management team have built extensive network in the entertainment industry over the years. We believe that the PRC operating entities’ management will be able to effectively grow their business through continued operating improvement and relationship building.
The PRC operating entities have cultivated an experienced and skilled work force, emphasizing collaboration, individual accountability, flexibility, and willingness to deliver high-quality services to their clients. The PRC operating entities’ senior management team is able to leverage the capabilities of this broader work force to facilitate their ongoing and long-term relationships that are key to their event planning and execution and brand promotion services and hip-hop events. The PRC operating entities’ combined team offers substantial industry experience and in-depth knowledge of the Chinese hip-hop related markets.
Our Strategies
The PRC operating entities seek to be a leader in the promotion of hip-hop culture and its values in China, creating long-term value for fans, artists, corporate clients, and sponsors. Specially, the PRC operating entities plan to implement the following strategies:
Develop and Operate Online Content
As an attempt to explore additional revenue sources and in response to the COVID-19 pandemic, the PRC operating entities have accelerated the development and operation of online content since 2020. The PRC operating entities have created 16 hip-hop related online programs, such as music videos and street dance performance videos, since 2020 using their hip-hop related intellectual property portfolio. See “—The Business Model—Event Hosting—Online Hip-Hop Programs.” In addition, the PRC operating entities intend to cooperate with Internet and TV providers in China to develop and distribute online content tailored for their customers.
Expand and Enhance the PRC operating entities’ Portfolio of Concerts and Hip-Hop Events
As the PRC operating entities have shifted their focus to developing the Event Hosting business in recent years, we believe that continually expanding and enhancing their portfolio of concerts and hip-hop events is essential to maintaining their growth momentum. The PRC operating entities intend to enter into performance agreements with artists and music companies with greater influence to attract a larger audience. The PRC operating entities plan to continue to increase the size and influence of their existing hip-hop events and develop new hip-hop intellectual property in-house based on participant, sponsor, and sales staff feedback and their in-house industry research.
Exploit Revenue-Generating Opportunities for the PRC operating entities’ Hip-Hop Related Intellectual Property Portfolio
The PRC operating entities have primarily monetized their hip-hop related intellectual property portfolio by hosting hip-hop events and receiving sponsorship fees from advertisers. To maximize the potential of their hip-hop related intellectual property portfolio, the PRC operating entities intend to cooperate with third parties to develop a street dance training business and to create and monetize derivative works of their current intellectual property. For instance, the PRC operating entities plan to work with publishers and comics companies to create picture books, comics, and textbooks for teenagers based on “Hip Hop Master (image)” trademark. In addition, the PRC operating entities intend to enter into co-branding partnerships with manufacturers of shoes, clothing, food, and beverages, and create co-branded products.
Develop and Deepen Relationships with Corporate Clients
As more companies seek to expand their brand presence among the younger generation, the PRC operating entities intend to leverage their deep understanding of this generation and develop cooperation relationships with new corporate clients. The PRC operating entities plan to focus on companies in fast-moving consumer goods, communications, automobile, Internet product, and fashion industries.
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The PRC operating entities strive to continuously exceed their corporate clients’ expectations of their performance and will continue to bring their expertise and creative vision to refine and enhance their clients’ event and marketing strategies. We believe this deepens the PRC operating entities’ relationships with existing corporate clients and helps the PRC operating entities continue to be their trusted partner and their first choice for hosting events and executing marketing strategies.
Attract and Recruit Highly-Qualified Professionals to Join the PRC operating entities
In order to expand and grow their business, the PRC operating entities need to aggressively recruit and attract highly-qualified professionals to join their team. The events and marketing in the hip-hop industry are labor-intensive and they require experienced and skilled planning and design personnel. Further, given that the hip-hop event development and hosting require great creativity and a good insight about emerging cultural trends, it is even harder for companies to recruit and retain talents with necessary experience and skills.
Further Enhance the PRC operating entities’ Brand Recognition
The PRC operating entities will continue to enhance their brand recognition in the hip-hop industry. The PRC operating entities plan to continue bidding for and carrying out corporate and marketing events in strategically selected locations to showcase their strong event planning and execution capabilities. The PRC operating entities plan to develop and host more hip-hop events to attract fans and enhance their brand recognition. Their branding strategy will fully embrace the latest trends in social-based marketing activities, in a cost-effective manner by leveraging their word-of-mouth reputation.
The Business Model
The PRC operating entities generate revenue from the following principal businesses:
| ● | Event Hosting. The PRC operating entities’ Event Hosting business is built around their portfolio of hip-hop intellectual property and strong cooperation with artists and music companies. The PRC operating entities host concerts and hip-hop related events, including a stage play, three dance competitions, two cultural and musical festivals, and two promotional parties, and create hip-hop related online programs. The PRC operating entities generally organize, operate, and monetize these concerts, hip-hop events, and online hip-hop programs themselves, and derive revenue mainly through sponsorship fees provided by advertisers at those events and ticket sales. |
| ● | Event Planning and Execution. The PRC operating entities’ Event Planning and Execution business is primarily built upon their deep understanding of the preferences of the younger generation, extensive event planning capabilities, and strong connections within the events industry. Instead of carrying out the execution of events themselves, the PRC operating entities typically engage third-party service providers to do so, allowing them to focus their time and energy on the general planning of events and coordination among the various parties at a specific event. To ensure the quality of execution services provided by third-party service providers, the PRC operating entities adopt a standard process of quality control, consisting of selection, inspection, and review. | |
| ● | Brand Promotion. The PRC operating entities’ Brand Promotion business including online marketing and promotion, trademark and logo design, visual identity system design, brand positioning, brand personality design, and digital solutions for service fees. It focuses on maximizing the potential of their experience in the marketing industry and their long-term relationship with advertising companies by assisting their clients in the creation and promotion of brands, especially among the younger generation. | |
| ● | Other Services. The PRC operating entities cooperate with third-party advertising companies to distribute advertisements for their clients. In addition, the PRC operating entities expanded their business into digital collection sales, music-recording services, and SaaS software services in the fiscal year ended June 30, 2022. |
The following table presents our revenue and gross profit for the fiscal years ended June 30, 2023, 2022, and 2021. See also “Item 5. Operating and Financial Review and Prospects—A. Results of Operations.”
| Revenue | Gross Profit | |||||||||||||||||||||||
|
Fiscal Year Ended June 30, |
Fiscal Year Ended June 30, |
|||||||||||||||||||||||
| 2023 | 2022 | 2021 | 2023 | 2022 | 2021 | |||||||||||||||||||
| Event Hosting | $ | 4,348,303 | $ | 14,711,787 | $ | 14,978,643 | $ | (4,886,768 | ) | $ | 4,857,791 | $ | 4,632,718 | |||||||||||
| Brand Promotion | 9,650,274 | 8,733,764 | 750,315 | 227,178 | 7,375,724 | 383,882 | ||||||||||||||||||
| Event Planning and Execution | 4,132,477 | 8,420,328 | 9,196,773 | 708,871 | 1,088,317 | 1,643,251 | ||||||||||||||||||
| Other services | 412,189 | 415,664 | 600,826 | 287,904 | (7,076,300 | ) | 564,212 | |||||||||||||||||
| Total | $ | 18,543,243 | $ | 32,281,543 | $ | 25,526,557 | $ | (3,662,815 | ) | $ | 6,245,532 | $ | 7,224,063 | |||||||||||
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Event Hosting
The PRC operating entities have been hosting their own hip-hop related events in China for over a decade. Their portfolio of hip-hop events includes a stage play, three dance competitions or events, two cultural and musical festivals, and two promotional parties. In addition, the PRC operating entities cooperate with music companies and artists and host various concerts in China. Starting from 2020, the PRC operating entities have also created online hip-hop programs to explore additional revenue-generating opportunities for their hip-hop related intellectual property portfolio.
The PRC operating entities primarily monetize these concerts, hip-hop events, and online hip-hop programs by providing sponsorship packages consisting of advertising spots, sponsorship mentions, and tickets to advertisers in exchange for sponsorship fees, and by selling tickets for those concerts. Revenue from the PRC operating entities’ Event Hosting business was $4,348,303, $14,711,787, and $14,978,643 for the fiscal years ended June 30, 2023, 2022, and 2021, respectively, which accounted for 24%, 46%, and 59% of our total revenue for those fiscal years, respectively.
During the fiscal years ended June 30, 2023, 2022, and 2021, the PRC operating entities hosted hip-hop events in 19, 18, and 22 cities in China, respectively. The following table sets out the key performance indicators for the PRC operating entities’ Event Hosting business for the fiscal years indicated:
| Fiscal Years Ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Hip-Hop Events (#) | 87 | 58 | 64 | |||||||||
| Hip-Hop Event Participants (#) | 269,000 | 203,223 | 159,200 | |||||||||
| Online Hip-Hop Programs (#) | 16 | 16 | 16 | |||||||||
| Online Hip-Hop Program Views (#) | 790,927,173 | 209,810,000 | 314,000,000 | |||||||||
Representative Hip-Hop Events
The following chart summarizes the PRC operating entities’ representative events in the Event Hosting business during the fiscal years ended June 30, 2023, 2022, and 2021:
| ● | Move It (一起跃动街舞舞台剧). See “—Case Study—Move It” below. | |
| ● | China Battle Championships (CBC街舞冠军赛, “CBC”). CBC is an annual street dance competition the PRC operating entities have organized since 2010. In the competition, contestants compete in different types of dance, such as breaking, popping, teenager freestyle, and group dance. During the 2021 CBC, 4,800 contestants participated in the competitions held online and in six cities. During the 2022 CBC, the competition was held in 10 cities within China. Around 6,080 contestants participated in the competition and the PRC operating entities invited Klash from Egypt to be judge, and Fryrock from Russia to be a contestant. As of the date of this annual report, the 2023 CBC is still ongoing. The PRC operating entities invited Klash from Egypt, Rice Ball and Ibuky from Japan, and Poppin C from France to be referees. Currently, competitions of the regular season of 12 leagues in 12 provinces or cities within China have completed. The PRC operating entities are organizing post-season competitions and the final round. |
| ● | Cross-Strait Hip-Hop Culture Festival (海峡两岸潮流文化节, “CHCF”). CHCF is an annual cultural festival focusing on hip-hop culture and communication between teenagers of Mainland China and Taiwan. The PRC operating entities have been co-hosting CHCF since its establishment in 2017. Representative activities during the cultural festival include teenager street dance competitions, hip-hop industry forums, and hip-hop art exhibitions. The PRC operating entities held the 2021 CHCF in December 2021, which attracted approximately 12,050 participants. CHCF was not held in 2022 due to the COVID-19 pandemic. The PRC operating entities are still in the process of negotiating with sponsors for the 2023 CHCF. The event time is not determined yet. | |
| ● | Hip-Hop Party (嗨趴). Hip-Hop Party is a series of promotional parties in karaoke bars the PRC operating entities held in since 2019 to promote hip-hop culture and our brand. In 2021, the PRC operating entities held 23 promotional parties in three cities of Fujian Province, attracting a total attendance of approximately 23,600. In 2022, the PRC operating entities held 28 promotional parties in two cities of Fujian Province, attracting a total attendance of approximately 28,000. In 2023, due to the impact of the COVID-19 pandemic, there have been no performances of Hip-Hop Party as of the date of this annual report. | |
| ● | Popcity Music Festival (潮圣音乐节). Popcity Music Festival is a hip-hop music festival the PRC operating entities held in Xiamen in since 2019. During the event, famous disc jockeys and masters of ceremonies, street dancers, rappers, and noticeable local bands performed together with students and teachers of Hip Hop Master, a street dance school in Xiamen. The event attracted an attendance of approximately 5,000 in 2021 and 2022. Popcity Music Festival was not held in 2023 due to the impact of the COVID-19 pandemic. |
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| ● | Mini Master (街舞萌主展演). Mini Master is a street dance exhibition and performance the PRC operating entities held in Xiamen in since 2019. The PRC operating entities designed the event to promote street dance and hip-hop culture among kids. Major activities of the event included street dance competitions for kids and exhibitions of derivatives of hip-hop intellectual property. The event attracted an attendance of approximately 400, 3,000, and 5,000, in fiscal 2021, 2022, and 2023, respectively. | |
| ● | Super Hip-Hop Dream (SHD超级街舞梦想营). Super Hip-Hop Dream is a series of street dance events focusing on teenagers the PRC operating entities held annually since 2017. The 2021 events lasted nine days and were held in nine different cities in Fujian Province; the 2022 events lasted nine days in nine different cities in Fujian Province; and the 2023 events lasted only one day and was held in one city in Hainan Province. Major activities of the events included teenager street dance competitions, hip-hop classes, and hip-hop training camps. The events attracted an attendance of approximately 3,343, 2,980, and 2,000 in fiscal 2021, 2022, and 2023, respectively. |
Case Study—Move It
Move it is a two-hour long street dance stage play, the first of its kind in China, produced in cooperation with Masters Production, a German third-party production company, and several U.S. directors, including Angel Feliciano, Amen Ra “Bam Bam” Valentine, SamO, and Garrick Footman. In 2021, performances of Move It ran in 14 cities in China, attracting a total attendance of approximately 63,400. In 2022, performances of Move It ran in 10 cities in China, attracting a total attendance of approximately 63,400. In 2023, due to the impact of the COVID-19 pandemic, there have been no performances of Move It as of the date of this annual report.
The success of the show epitomized the development team’s high degree of professionalism and deep understanding of the hip-hop industry. The PRC operating entities mobilized a development team of five well-recognized producers, each with a proven track record of producing a variety of street dance related shows. The PRC operating entities also gathered a team of 25 experienced street dancers, including the leading actor, Baihua Tu (“小白”), and leading actress, Daiqing Liang, both of whom were noticeable participants in Chinese dance competition shows such as Street Dance of China and Shake It Up.
The PRC operating entities observe that hip-hop, although still a niche music genre in China, has already been integrated into mainstream pop culture in recent years through various channels, such as rap competitions and reality shows, apparels, trending buzzwords, and related music formats. We believe young Chinese’s demand for transformative entertainment themes and hip-hop would be the next emerging cultural trend. The PRC operating entities’ in-depth knowledge of young Chinese audience enables them to place the most appealing elements into the show.
The PRC operating entities were unable to conduct most performances normally in 2023 due to the impact of the COVID-19 pandemic. Currently, the Company is unable to predict the revenue generated by these performances for the period until December 31, 2024. In the future, we will closely monitor the market trend, and resume these performances after COVID-19 related measures are lifted in China.
Concerts
The PRC operating entities enter into performance agreements with artists or music companies, pursuant to which the PRC operating entities pay performance fees and arrange for the execution of concerts, in exchange for the right to ticket sales revenue and to sponsorship revenue for such concerts. Instead of selling concert tickets directly to fans, the PRC operating entities typically sell them through third parties, such as ticketing platforms, media companies, and marketing companies, or include them as part of the sponsorship packages provided to advertisers. The price of these concert tickets is generally between $26 and $188. During the fiscal years ended June 30, 2023, 2022, and 2021, due to the impact of the COVID-19 pandemic, the PRC operating entities did not hold any concert and had no ticket sales revenue.
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Online Hip-Hop Programs
The PRC operating entities have created 16 online hip-hop programs since March 2020, some of which are Hip-Hop Master (街舞大狮兄), Popping Master (Popping大师), Top Dance Show (TDS街舞达人现场), China Battle Championships (CBC街舞冠军赛), and Pop Trendy Shoes (Pop潮履). Hip-Hop Master is an online street dance tutorial program and consists of 64 episodes of one-minute short music videos that teach beginner street dance moves, tips, and tricks. Popping Master, Top Dance Show, and China Battle Championships are collections of street dance performance videos from hip-hop events the PRC operating entities hosted in recent years, showcasing the talents of hip-hop dancers and fans who participated in the PRC operating entities’ street dance competitions and other hip-hop events. Pop Trendy Shoes is a collection of short music videos on trendy shoes related to hip-hop culture. Starting from March 2020, the PRC operating entities have distributed these short music videos on popular video sharing platforms in China, such as TikTok, Kuaishou, iQiyi, Xiaohongshu, and Xigua Video, and these videos had collectively generated over 790,927,173 views as of June 30, 2023. The PRC operating entities monetize these online hip-hop programs by providing sponsorship packages consisting of advertising spots, sponsorship mentions, and the right to use related images and videos in exchange for sponsorship fees.
Sponsors and Sponsorship Packages
Advertisers that sponsor the PRC operating entities’ concerts, hip-hop events, and online hip-hop programs include consumer goods companies, advertising and marketing companies, and media companies. During the fiscal years ended June 30, 2023, 2022, and 2021, the PRC operating entities received sponsorship fees from 10, 19, and 13 sponsors in an aggregate amount of $385,076, $12,566,224, and $14,978,643, respectively. The price of the PRC operating entities’ sponsorship packages ranges from approximately $174,273 to $1,549,091.
The sponsorship packages the PRC operating entities provide to sponsors of a hip-hop event, concert, or online hip-hop program typically include different sponsorship levels and consist of one or a combination of the following sponsorship benefits:
| ● | exclusive “Presented By” sponsorship distinction on event signage, program, and power point presentation; | |
| ● | on-stage speaking opportunities to highlight presenting sponsorship; | |
| ● | opportunities to present event awards; | |
| ● | acknowledgement from podium; | |
| ● | acknowledgment and promotion on social media and event websites; | |
| ● | standing banners announcing sponsorship; | |
| ● | recognition as sponsor in publications sent to event participants; | |
| ● | onsite marketing opportunities; | |
| ● | seats at the event dinners; | |
| ● | complimentary tickets; | |
| ● | advertising spots; | |
| ● | logo recognition in all event collateral materials; and | |
| ● | right to use event-related images and videos for marketing purposes. |
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Marketing of Concerts, Hip-Hop Events, and Online Hip-Hop Programs
The PRC operating entities promote their concerts, hip-hop events, and online hip-hop programs through multiple advertising channels, including:
| ● | social media, principally WeChat and Weibo; | |
| ● | advertisements on outdoor billboard or through radio broadcasts; | |
| ● | advertisements on televisions and LED screens in elevators; and | |
| ● | alternative media advertising. |
The PRC operating entities acquire sponsors of concerts, hip-hop events, and online hip-hop programs directly and through referrals from their existing corporate clients and sponsors. The PRC operating entities also assign the rights to acquire sponsors to third-party agencies and rely on these agencies to find sponsors for their concerts, hip-hop events, and online hip-hop programs.
Event Hosting Team
As of June 30, 2023, the PRC operating entities had 16 employees dedicated to the Event Hosting business, including two managers, six designers, and eight event planners. An offline event typically requires the participation of about two to 10 employees and one to five independent contractors depending on the size of the event.
In addition, the PRC operating entities draw from their in-house event planning and execution capabilities and cooperate with third parties to provide services to advertisers and cooperative partners. Please refer to “—Event Planning and Execution—Event Planning and Execution Team and Third-Party Service Providers” below.
Event Planning and Execution
Since the inception of Xiamen Pop Culture in 2007, the PRC operating entities have been providing comprehensive event planning and execution services to corporate clients in China. The PRC operating entities distinguish their event planning and execution services from those provided by other companies by adding significant hip-hop elements, such as street dance performances, hip-hop music, and hip-hop fashion and style, into their event plan and event material design for all events.
The geographic areas the PRC operating entities focus on are the eastern and southern areas of China, such as Fujian, Guangdong, and Zhejiang Provinces and Shanghai, where some of the largest and wealthiest cities in China are located and the demand for their services is the strongest.
Revenue from the PRC operating entities’ Event Planning and Execution business was $4,132,477, $8,420,328, and $9,196,773 for the fiscal years ended June 30, 2023, 2022, and 2021, respectively, which accounted for 22%, 26%, and 36% of our total revenue for those fiscal years, respectively.
The following table sets out the key performance indicators for the PRC operating entities’ Event Planning and Execution business as of the fiscal years indicated.
| Fiscal Years Ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Events (#) | 93 | 58 | 59 | |||||||||
| Clients (#) | 31 | 22 | 24 | |||||||||
Client Acquisition Channels
We believe the PRC operating entities have built up strong connections within the events industry and, as a result, their existing clients and cooperative third-party service providers regularly refer potential clients to them. In addition, some sponsors of the PRC operating entities’ concerts, hip-hop events, and online hip-hop programs have become clients of their event planning and execution services after they cooperated with the PRC operating entities and experienced the PRC operating entities’ planning and execution capabilities.
Some of the PRC operating entities’ potential clients publish request for tender notices of proposed marketing or corporate events on their official websites or third-party websites. The PRC operating entities have a dedicated team conducting routine searches on these websites, especially those of our targeted regions.
The PRC operating entities also have some clients who seek their event planning and execution services as a result of their marketing efforts.
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Services
Depending the goal of each event, the PRC operating entities’ event planning and execution services may include one or a combination of the following responsibilities:
| ● | Communication. The PRC operating entities communicate with clients to understand the goal of their events, connect clients with third-party service providers, and assist in their communication with event participants and third-party service providers. | |
| ● | Planning. The PRC operating entities help clients plan the details of their events, including logistics, budget, venue, entertainment, catering, and contingency plans. | |
| ● | Design. The PRC operating entities provide design services, including event logo and mascot creation, concept, and appearance, exhibition model design, and venue dressing. |
| ● | Production. Through third-party event material producers, the PRC operating entities produce event materials such as signs and banners, badges and name-tags, promotional items, and gift and award items. | |
| ● | Reception. The PRC operating entities arrange the invitation and reception of key participants of an event, and provide transportation and hospitality services. | |
| ● | Execution. The PRC operating entities arrange the building of event stages, decoration of venues, distribution of event materials, and supervise the execution of other aspects of events. | |
| ● | Analysis. The PRC operating entities provide after-event marketing services and collect event participant feedback, summarize the results of event execution, and issue detailed reports to clients for evaluation purposes. |
Depending on the needs of the PRC operating entities’ clients and the length of the events, the length of service can range from one to six months, but usually is less than three months.
The PRC operating entities’ fee for providing event planning and execution services for an event is negotiated with the client on a case-by-case basis, depending on the scale and length of the event, the number of employees and independent contractors involved, and the desired effect of the event. The range of the PRC operating entities’ fee is usually between $100 and $2,500,000 and the PRC operating entities usually extend to their customers credit terms ranging from 30 to 180 days after they successfully provide services. See “Item 5. Operating and Financial Review and Prospects—B. Liquidity and Capital Resources.”
Clients
Clients of the PRC operating entities’ event planning and execution services include advertising and media service providers, industry associations, and companies in a wide range of industries such as consumer goods, real estate, tourism, entertainment, technology, e-commerce, education, and sports. The PRC operating entities had 0, two, and 0 client that accounted for more than 10% of our annual revenue for the fiscal years ended June 30, 2023, 2022, and 2021, respectively. The PRC operating entities’ repeat customers, among others, include Heng’an (China) Paper Industry Co., Ltd., Xiamen Many Idea Interactive Co., Ltd., Ab Inbev Sedrin Brewery Co., Ltd., Guangzhou Taiji Advertising Co., Ltd., Fuzhou Xinsiyu Culture Communication Co., Ltd., and Fujian Yunbang Culture Communication Co., Ltd.
For the fiscal year ended June 30, 2023, the PRC operating entities’ top five event planning and execution clients were as follows:
| Client Name | Revenue | Percentage of Total Revenue |
|||||||||
| 1 | Guangzhou Taiji Advertising Co., Ltd. | $ | 1,286,087 | 6.94 | % | ||||||
| 2 | Guangzhou Blue Door Digital Marketing Consultants Ltd. | $ | 1,096,630 | 5.91 | % | ||||||
| 3 | Fujian Yunbang Culture Communication Co., Ltd. | $ | 760,838 | 4.10 | % | ||||||
| 4 | Fujian Tourism Co., Ltd. | $ | 252,341 | 1.36 | % | ||||||
| 5 | Beijing Weimeng Chuangke Network Technology Co., Ltd. | $ | 169,235 | 0.91 | % | ||||||
| Total | $ | 3,565,131 | 19.22 | % | |||||||
For the fiscal year ended June 30, 2022, the PRC operating entities’ top five event planning and execution clients were as follows:
| Client Name | Revenue | Percentage of Total Revenue |
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| 1 | Fuzhou Maibo Culture Communication Co., Ltd. | $ | 9,448,035 | 30.08 | % | ||||||
| 2 | Guangzhou Taiji Advertising Co., Ltd. | $ | 3,972,851 | 12.65 | % | ||||||
| 3 | Heng’an (China) Paper Industry Co., Ltd. | $ | 2,321,099 | 7.39 | % | ||||||
| 4 | Lianzhang Meida Co., Ltd. | $ | 2,192,119 | 6.98 | % | ||||||
| 5 | Xiamen Many Idea Interactive Co.,Ltd | $ | 1,950,986 | 6.21 | % | ||||||
| Total | $ | 19,885,090 | 63.31 | % | |||||||
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For the fiscal year ended June 30, 2021, the PRC operating entities’ top five event planning and execution clients were as follows:
| Client Name | Revenue | Percentage of Total Revenue |
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| 1 | Fuzhou Xinsiyu Culture Communication Co., Ltd. | $ | 1,904,513 | 7.46 | % | ||||||
| 2 | Heng’an (China) Paper Industry Co., Ltd. | $ | 1,781,433 | 6.98 | % | ||||||
| 3 | Guangzhou Taiji Advertising Co., Ltd. | $ | 1,659,504 | 6.50 | % | ||||||
| 4 | Fujian Yunbang Culture Communication Co., Ltd. | $ | 1,565,205 | 6.13 | % | ||||||
| 5 | Shanghai Chenrong Culture Development Co., Ltd. | $ | 655,255 | 2.57 | % | ||||||
| Total | $ | 7,565,910 | 29.64 | % | |||||||
Case Study—Selected Clients
Heng’an (China) Paper Industry Co., Ltd.
Heng’an (China) Paper Industry Co., Ltd. (“Heng’an Paper”) is a subsidiary of Hengan International Group Co., Ltd. (SEHK:1044), a producer of sanitary napkins and baby diapers in China. In 2010, Heng’an Paper engaged the PRC operating entities to plan and execute its marketing events because of their event-related experience and industry knowledge. Since then, the PRC operating entities have helped Heng’an Paper successfully organize multiple entertainment and marketing events.
October to December 2020—2020 The Sixth Mind Act Upon Mind Paper Fashion College Music Gathering (2020年第六季心相印纸时尚青春音乐汇). As the general manager of offline events of the music gathering, the PRC operating entities planned the timeline of and ran all the offline events, including pre-event marketing in 50 colleges and universities in China, applications, eight city-level competitions, and finals and concerts in the southern and northern divisions.
May to August 2021—2021 The Seventh Mind Act Upon Mind Paper Fashion College Music Gathering (2021年第七季心相印纸时尚青春音乐汇). As the general manager of offline events of the music gathering, the PRC operating entities planned the timeline of and ran all the offline events, including pre-event marketing in 16 colleges and universities in China, applications, eight city-level competitions, and finals and concerts in the southern and northern divisions.
22nd China International Fair for Investment and Trade
Fujian Shuzhi planned, designed, and constructed the Fujian Pavilion at the 22nd China International Fair for Investment and Trade (“CIFIT”) that opened in Xiamen on September 8, 2022. With the theme of “Global Development: Sharing Digital Opportunities and Investing in a Green Future,” CIFIT is a four-day exhibition hosted by the Ministry of Commerce of China. CIFIT is committed to creating international investment opportunities, releasing authoritative information, and discussing the international investment trend. CIFIT has become one of the most influential international investment events.
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Representative Events
Most of the events the PRC operating entities plan and execute for corporate clients are marketing events with an emphasis on the younger generation, such as university students and young professionals. The following charts summarize the PRC operating entities’ top 10 events in terms of contract amount in the Event Planning and Execution business during the fiscal years ended June 30, 2023, 2022, and 2021.
Representative Events for the Fiscal Year Ended June 30, 2023
| Duration | Client | Location | Event | Approximate Contract Amount | Services Provided | |||||||
| 04/2022 to 10/2022 | Guangzhou Blue Door Digital Marketing Consultants Ltd. | Online | 2022 Dongfeng Fengshen Private Domain Position Virtual Community Development and Operation Service Project | $ | 464,111 | Development and operation services, video shooting | ||||||
| 04/2022 to 12/2022 | Guangzhou Blue Door Digital Marketing Consultants Ltd. | Online | 2022 Dongfeng Fengshen Private Domain Position Virtual Community Development and Operation Service Project | $ | 431,142 | Data analysis, marketing strategy plans | ||||||
| 06/2022 to 07/2022 | Guangzhou Taiji Advertising Co., Ltd. | Guangzhou Conghua | 2022 Guangqi Honda ZR-V professional media test drive project | $ | 333,640 | Activity planning, on-site construction, and implementation | ||||||
| 05/2023 to 05/2023 | Fujian Yunbang Culture Communication Co., Ltd. | Fuzhou | Changle Xiasha Music Festival | $ | 302,002 | Activity planning, on-site construction, and implementation | ||||||
| 09/2022 to 09/2022 | Guangzhou Taiji Advertising Co., Ltd. | Ningbo | 2022 Guangqi Honda ZR-V professional media test drive project | $ | 245,916 | Activity planning, on-site construction, and implementation | ||||||
| 12/2022 | Fujian Yunbang Culture Communication Co., Ltd. | Fuzhou | The first Fukujiu High-quality Development Summit | $ | 221,468 | Activity planning, on-site construction, and implementation | ||||||
| 09/2022 | Fujian Tourism Co., Ltd. | Xiamen | The 22nd CIFIT Fujian Pavilion Design and Decoration Exhibition | $ | 204,584 | Activity planning, on-site construction, and implementation | ||||||
| 09/2022 to 09/2022 | Guangzhou Taiji Advertising Co., Ltd. | Xiamen | 2022 Guangqi Honda HEV professional media test drive event | $ | 201,335 | Activity planning, on-site construction, and implementation | ||||||
| 10/2022 to 10/2022 | Guangzhou Taiji Advertising Co., Ltd. | Zhuhai | 2022 Guangqi Honda's all-new Binzhi professional media test drive | $ | 194,144 | Activity planning, on-site construction, and implementation | ||||||
| 09/2022 to 09/2022 | Fujian Yunbang Culture Communication Co., Ltd. | Jianou | The first "China Wuyi" bamboo industry high-quality development summit event | $ | 191,555 | Activity planning, on-site construction, and implementation | ||||||
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Representative Events for the Fiscal Year Ended June 30, 2022
| Duration | Client | Location | Event | Approximate Contract Amount | Services Provided | |||||||
| 05/2021 to 07/2021 | Heng’an (China) Paper Industry Co., Ltd. | Guangzhou, Changsha, Chengdu, Xi’an, Hangzhou, Wuhan, Zhengzhou, and Shenyang | The Seventh Mind Act Upon Mind Paper Fashion College Music Gathering | $ | 2,467,841 | Offline promotion and activity planning and implementation | ||||||
| 04/2021 to 12/2021 | Guangzhou Taiji Advertising Co., Ltd. | Sanya, Guiyang, Shanghai, Guangzhou, and Shenzhen | The BMW South Regional Conference in 2021 | $ | 3,253,090 | On-site event management and event planning and execution | ||||||
| 06/2021 | Shanghai Chenrong Culture Development Co., Ltd. | Inner Mongolia | 2021 Hard bones live house | $ | 712,582 | Activity planning, on-site construction, and implementation | ||||||
| 06/2021 | Shanghai Chenrong Culture Development Co., Ltd. | Hangzhou | 2021 Xuan Heavy Music Festival 2021 | $ | 681,600 | Activity planning, on-site construction, and implementation | ||||||
| 01/2022 | Beijing One Day Times Culture Communication Co., Ltd. | Xiamen | Xiamen International Racing Children’s Kart Car Competition | $ | 487,964 | Activity planning, on-site construction, and implementation; online promotion and publicity | ||||||
| 12/2021 to 01/2022 | Quanzhou Shanda Ruixing Culture Technology Co., Ltd. | Zhengzhou | 2021 Excellence kids bcba kids basketball game | $ | 326,858 | Activity planning, on-site construction, and implementation; online promotion and publicity | ||||||
| 05/2022 | Guangzhou Taiji Advertising Co., Ltd. | Beijing and Guangzhou | 2022 Guangqi Honda e: NP1 professional media test drive | $ | 232,364 | Activity planning, on-site construction, and implementation | ||||||
| 10/2021 | Guangzhou Taiji Advertising Co., Ltd. | Suzhou | Guangqi Honda Accord Volkswagen media test drive | $ | 193,791 | Activity planning, on-site construction, and implementation | ||||||
| 10/2021 to 11/2021 | Fuzhou Xinsiyu Culture Communication Co., Ltd. | Shanghai | Fujian Exhibition Hall of the Fourth China International Import Expo in 2021 | $ | 185,891 | Activity planning, on-site construction, and implementation; online promotion and publicity | ||||||
| 09/2021 to 10/2021 | Guangzhou Taiji Advertising Co., Ltd. | Shanghai and Beijing | 2021 Crown Road Space Transformation experience | $ | 164,978 | Activity planning, on-site construction, and implementation | ||||||
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Representative Events for the Fiscal Year Ended June 30, 2021
| Duration | Client | Location | Event | Approximate Contract Amount | Services Provided | |||||||
| 04/2021 to 12/2021 | Guangzhou Taiji Advertising Co., Ltd. | Sanya, Hainan | 2021 BMW Southern Region Meeting | $ | 3,170,864 | Event planning, reception, coordination with third parties, media services, and venue design and decoration | ||||||
| 10/2020 to 12/2020 | Heng’an (China) Paper Industry Co., Ltd. | Shenyang, Hangzhou, Wuhan, Xi’an, Xiamen, Guangzhou, Chongqing, and Changsha | The Sixth Mind Act Upon Mind Paper Fashion College Music Gathering | $ | 1,065,502 | Offline event planning and execution, including pre-event marketing in 50 colleges and universities in China, applications, eight city-level competitions, and finals and concerts in the southern and northern divisions | ||||||
| 09/2020 | Shanghai Chenrong Culture Development Co., Ltd. | Guangzhou, Zhenjiang, Wuchuan | 2020 Huahe Nanguo Mingyuan Stars Carnival | $ | 655,255 | Event execution, coordination with third-party performers, reception, event material production, stage building, and venue decoration | ||||||
| 03/2021 | Fujian Yunbang Culture Communication Co., Ltd. | Zhuhai, Guangdong | “Song of Qin’ao” City Concert | $ | 612,521 | Event execution, coordination with third-party performers, reception, event material production, stage building, and venue decoration | ||||||
| 05/2021 | Fujian Yunbang Culture Communication Co., Ltd. | Jian’ou, Fujian | The 3rd China Bamboo Shoot and Bamboo Industry (Jian’ou) Summit Forum | $ | 427,340 | Event planning, coordination with third parties, reception, event material production, media services, stage building, and venue decoration | ||||||
| 04/2021 | Fuzhou Xinsiyu Culture Communication Co., Ltd. | Fuzhou, Fujian | The Fourth Digital China Summit China Mobile Exhibition Area Planning | $ | 398,851 | Event planning, coordination with third parties, reception, event material production, media services, stage building, and venue decoration | ||||||
| 10/2020 to 12/2020 | Heng’an (China) Paper Industry Co., Ltd. | Shenyang, Hangzhou, Wuhan, Xi’an, Xiamen, Guangzhou, Chongqing, and Changsha | The Sixth Mind Act Upon Mind Paper Fashion College Music Gathering – Stars Attending the Finals | $ | 386,814 | Reception for stars attending the finals | ||||||
| 10/2020 to 12/2020 | Fuzhou Xinsiyu Culture Communication Co., Ltd. | Fuzhou, Fujian | 2020 China Mobile Fuzhou Promotional Activities | $ | 330,476 | Event material design and production, stage design and building, and venue decoration | ||||||
| 10/2020 to 12/2020 | Heng’an (China) Paper Industry Co., Ltd. | Shenyang, Hangzhou, Wuhan, Xi’an, Xiamen, Guangzhou, Chongqing, and Changsha | The Sixth Mind Act Upon Mind Paper Fashion College Music Gathering – Coaches Related | $ | 317,901 | Reception for coaches of the event | ||||||
| 11/2020 | Fuzhou Maibo Culture Communication Co., Ltd. | Xiamen, Fujian | Huaqiao University 60 Year Anniversary Alumni Reunion | $ | 296,289 | Event planning, reception, coordination with third parties, media services, and venue design and decoration | ||||||
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Event Planning and Execution Team and Third-Party Service Providers
As of June 30, 2023, the PRC operating entities had 28 employees dedicated to the Event Planning and Execution business, including four event planners, 10 creative staff, eight operational staff, and six customer service agents. An offline event typically requires the participation of about two to 10 employees and one to five independent contractors depending on the size of the event.
Third-party service providers the PRC operating entities regularly cooperate with include event venue providers, entertainment performance companies, electronic equipment providers, event material producers, event carpentry service providers, security service providers, general event execution service providers, and advertising companies. During the fiscal years ended June 30, 2023, 2022, and 2021, the PRC operating entities cooperated with 4, 20 and 16 third-party service providers on 21, 30 and 52 events, respectively.
To ensure that the PRC operating entities only cooperate and work with qualified third-party service providers, their management formed a standard process to evaluate these companies and control the quality of their services, which include the following steps:
| ● | Selection. The PRC operating entities select the third-party service providers for an event based on quality of products and services, prices, delivery time, customer services, and ability to fulfill contracts. The PRC operating entities request potential service providers interested in an event to submit an application form with copies of business registration certificates. | |
| ● | Inspection. After a third-party service provider begins cooperating with the PRC operating entities on an event, they regularly inspect its performance during different stages of the event according to detailed specifications and timeline for products or services in our agreement with the service provider. | |
| ● | Review. The PRC operating entities review performance of each third-party service provider after an event, and rate them according to quantity and quality of products and services, timeliness, prices, and customer services. Depending on the performance of a service provider, the PRC operating entities will increase, decrease, or even terminate their cooperation with it. |
The PRC operating entities typically do not enter into long-term supplying contracts with these third-party service providers, but only enter into event execution contracts for specific events after they finish the planning and design of the events. The PRC operating entities’ event execution contracts with third-party service providers specify quantity and specifications of products or services, unit price of each product or service, delivery time, and payment date, among other things.
Brand Promotion
Corporate clients seek the PRC operating entities’ brand promotion services because of their rich experience in organizing brand promotion campaigns, particularly among the younger generation. The PRC operating entities enter into service agreements with their brand promotion clients, and provide different brand promotion solutions depending on their specific needs, target markets, and potential customers. If a company does not currently have a brand, the PRC operating entities systematically create a brand that fits its products and core value; if a company already has an established brand but wants to enter a new business or market, the PRC operating entities work with the company to add new elements to its brand, making it more attractive and memorable to the target customers. As of June 30, 2023, the PRC operating entities had five employees dedicated to the Brand Promotion business.
Clients of the PRC operating entities’ Brand Promotion business are typically consumer goods companies and advertising and media service providers, including Heng’an (China) Paper Industry Co., Ltd., Ab Inbev Sedrin Brewery Co., Ltd., Fuzhou Xinsiyu Culture Communication Co., Ltd, Fujian Yunbang Culture Communication Co., Ltd., and Xiamen Chengda Sihai Culture Communication Co., Ltd. The PRC operating entities provided brand promotion services to four, 24, and 16 clients during the fiscal years ended June 30, 2023, 2022, and 2021 respectively. Revenue from the PRC operating entities’ Brand Promotion business was $9,650,273, $8,733,764, and $750,315 for the fiscal years ended June 30, 2023, 2022, and 2021, respectively, which accounted for 52%, 27%, and 3% of our total revenue for those fiscal years, respectively.
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The following are some of the brand promotion services the PRC operating entities offer:
| ● | Online marketing and promotion. The PRC operating entities provide integrated marketing and promotion services to clients, such as providing marketing plans to clients, integrating online resources of marketing and promotion, and purchasing resources of flows. | |
| ● | Trademark and Logo Design. The PRC operating entities assist clients in their Chinese or English company or brand name choice, logo design, symbol design, and trademark design. | |
| ● | Visual Identity System Design. The visual identity system of a company includes its name, signature color, logo, and slogan. Over time, this visual identity becomes associated with the organization, and thereby reinforces its messages and personality. Based on the PRC operating entities’ understanding of their clients’ company culture and long-term goals, the PRC operating entities assist them in creating a visual identity that attracts potential customers and suitable for future growth. For example, the PRC operating entities helped design the fonts, logo, signature color, and other related items of Yuanma Agent, catering to the preference of this technology company. |
| ● | Brand Positioning. Brand positioning is the conceptual place a brand wants to own in its target customers’ mind. The PRC operating entities focus on connecting brand functions to the needs of customers to maximize customer relevancy and competitive distinctiveness, in order to maximize brand value. The PRC operating entities help their clients determine their current position, identify their direct competitors and how these competitors position their brand, identify the uniqueness of our clients, develop a distinct and value-based positioning idea, and craft a brand positioning statement and test its efficacy. | |
| ● | Brand Personality Design. Brand personality is a set of human characteristics that are attributed to a brand name, and customers are more likely to purchase a brand if its personality is similar to their own. The PRC operating entities assist their clients in choosing one or more of the five main types of brand personalities with common traits, namely, excitement, sincerity, ruggedness, competence, and sophistication. The PRC operating entities then provide suggestions to their clients on how to craft their brand personality and incorporating that brand personality into their products and brand promotion campaigns. | |
| ● | Digital Solutions. With the PRC operating entities’ expertise in web design, they assist their clients in setting up effective websites that both enhance their brands and cater specifically to target consumers. The PRC operating entities also help their clients create video advertisements and promotion videos that enhance their brand image and presence and design and edit their clients’ videos for their corporate needs. For example, the PRC operating entities helped plan, shoot, and edit a video for a corporate event of Ab Inbev Sedrin Brewery Co., Ltd. |
Other Services
The PRC operating entities provide other services, including digital collection sales, music recording services, SaaS software services, and advertisement distribution. Revenue from the PRC operating entities’ other services was $412,189, $415,664, and $600,826 for the fiscal years ended June 30, 2023, 2022, and 2021, respectively, which accounted for 2%, 1%, and 2% of our total revenue for those fiscal years, respectively.
Digital Collection Sales
Since May 2022, the PRC operating entities have been selling digital collections through its own digital collection sales platform. The digital collections are developed based on intellectual properties of the PRC operating entities and intellectual properties licensed from third parties, including themes of street dance and “wuxia,” which is a genre of Chinese fiction concerning the adventures of martial artists in ancient China. The operating entities have engaged third parties to develop the digital collection sales platform and NFT products. In fiscal 2023, there was $1,460 of revenue generated from the segment. Only sporadic revenue was generated prior to fiscal 2023. See “Item 5. Operating and Financial Review and Prospects—A. Operating Results—Comparison of Results of Operations for the Fiscal Years Ended June 30, 2023 and 2022—Non-Current Assets.”
Music Recording Services
The PRC operating entities recorded songs and made short music videos for a corporate client for its marketing purposes between September 8, 2021 and January 5, 2022 and received $350,886 in service fees for the fiscal year ended June 30, 2022. In fiscal 2023, the PRC operating entities generated no such revenue.
SaaS Software Services
On November 18, 2021, the PRC operating entities and two unrelated third parties incorporated Shenzhen Jam Box. Shenzhen Jam Box provides SaaS software, JamBox, and the related value-added services to hip-hop dance training institutions in China and collects service fees. Hip-hop dance training institutions can use JamBox to manage their students, lessons, and contracts; and students of these institutions can use JamBox to browse information of the institutions, sign up for lessons and manage lessons they have signed up for, and keep track of their learning progress. As of the date of this annual report, Shenzhen Jam Box have entered into agreements with more than 960 hip-hop dance campuses, which have more than 155,000 students.
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Advertisement Distribution
The PRC operating entities cooperate with third-party advertising companies to distribute advertisements for their clients in multiple cities in the PRC, including Guangzhou, Shenzhen, Kunming, Harbin, Shenyang, Changchun, among others, usually through formats such as bus advertising, in which advertisements are placed on the inside or outside of buses, and television advertising. For bus advertising, the PRC operating entities determine the amount of service fees charged to a client based on the size of advertisements, the number of bus lines, the number of buses, and the length of display periods. For television advertising, the PRC operating entities determine the amount of service fees charged to a client based on the television channels, the length of advertisements, the position of display, the frequency of display, and the programs before or after the advertisements.
Competition
The hip-hop industry in China is highly-competitive and rapidly evolving, with many new companies joining the competition in recent years and few nationwide leading companies.
| ● | Event Hosting. The PRC operating entities compete against other providers of hip-hop events, hosts of concerts, and creators of online hip-hop programs in particular, and providers and hosts of entertainment events in general, such as Beijing Hedgehog Brothers Culture Media Co., Ltd. The PRC operating entities compete primarily on the basis of the following factors: (i) quantity and quality of concerts, events, and online programs, (ii) quantity and quality of sponsorship packages to advertisers, (iii) costs of carrying out concerts and events, and (iv) brand recognition. | |
| ● | Event Planning and Execution. The PRC operating entities compete against advertising and marketing companies that operate offline events, such as Spearhead Integrated Marketing Communication Group. The PRC operating entities compete on the basis of the following factors: (i) types and quality of services provided, (ii) costs of planning and running events, and (iii) brand recognition. | |
| ● | Brand Promotion. The PRC operating entities compete against advertising and marketing companies that offer brand promotion solutions for corporate clients, such as BlueFocus Communication Group Co. Ltd. The PRC operating entities compete on the basis of the following factors: (i) types and quality of services provided, (ii) costs of offering brand promotion services, and (iii) brand recognition. | |
| ● | Other Services. The PRC operating entities compete against (i) other issuers and sellers of digital collections, (ii) other providers of music recording services and hip-hop dance training institution administration SaaS software, and (iii) advertising and marketing companies that distribute advertisements for corporate clients. The PRC operating entities compete on the basis of the following factors: (i) attractiveness of digital collections, (ii) functions and performance of software, (iii) types and quality of services provided, (iv) costs of offering brand promotion services, and (v) brand recognition. |
We believe that the PRC operating entities are well-positioned to effectively compete in these businesses based on the factors listed above. However, some of their current or future competitors may have longer operating histories, greater brand recognition, or greater financial, technical, or marketing resources than the PRC operating entities do. For a discussion of risks relating to competition, see “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The markets in which the PRC operating entities operate are highly competitive.”
Employees
The PRC operating entities had 67, 87, and 40 full-time employees as of June 30, 2023, 2022, and 2021, respectively. The following table sets forth the number of their full-time employees as of June 30, 2023:
| Function: | Number | |||
| Management | 3 | |||
| Sales Center Management | 7 | |||
| Brand Marketing Department | 20 | |||
| Hip-Hop Department | 21 | |||
| Performance Department | 1 | |||
| Support Center | 13 | |||
| Office of the General Manager | 2 | |||
| Total | 67 | |||
The PRC operating entities enter into employment contracts with their full-time employees and standalone non-compete agreements with some of their key employees.
As required by regulations in China, the PRC operating entities participate in various employee social security plans that are organized by municipal and provincial governments for their full-time employees, including pension, unemployment insurance, childbirth insurance, work-related injury insurance, medical insurance, and housing insurance. The PRC operating entities are required under PRC law to make contributions from time to time to employee benefit plans for their full-time employees at specified percentages of the salaries, bonuses, and certain allowances of such employees, up to a maximum amount specified by the local governments in China.
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We believe that the PRC operating entities maintain a good working relationship with their employees, and they have not experienced material labor disputes in the past. None of their employees are represented by labor unions.
Facilities
Our principal executive offices are located in Xiamen, Fujian, China, where Xiamen Pop Culture leases an office in Xiamen from an independent third party with an area of approximately 434 square meters, with a lease term of one year from January 20, 2023 to January 19, 2024 and a monthly rent of RMB12,154 (approximately $1,676).
Guangzhou Shuzhi leases an office in Guangzhou from an independent third party with an area of approximately 71 square meters, with a lease term of two years from August 1, 2022 to August 1, 2024 and a monthly rent of RMB5000 (approximately $690). Guangzhou Shuzhi purchased the building in October 2022, and terminated the lease agreement.
Pop Network leases an office in Xiamen from an independent third party with an area of approximately 501 square meters, with a lease term of one year from March 21, 2023 to March 20, 2024 and a monthly rent of RMB12,523 (approximately $1,727).
Shenzhen Pop leases an office in Shenzhen from an independent third party with an area of approximately 294 square meters, with a lease term of three year from March 9, 2022 to March 8, 2025 and a monthly rent of RMB38,408 (approximately $5,297).
Pupu Digital leases an office in Xiamen from an independent third party with an area of approximately 930 square meters, with a lease term of one year from March 21, 2023 to March 20, 2024 and a monthly rent of RMB27,888 (approximately $3,846).
We believe that the offices that the PRC operating entities currently lease are adequate to meet their needs for the foreseeable future.
Intellectual Property
The PRC operating entities are the owners of a portfolio of iconic brands in the PRC across a range of hip-hop events and related areas. For instance, the PRC operating entities hold the copyrights to the logo “CBC” for a dance competition. The PRC operating entities own additional trademarks “Hip Hop Master” (“嘻哈大师”), “Hip-Hop Lion” (“嘻哈大狮”), and their logos related to street dance education. Their trademarks are in the form of plain-text words or design logos. As of the date of this annual report, Xiamen Pop Culture and its subsidiaries own 66 trademarks in the PRC.
Our chief executive officer, Mr. Zhuoqin Huang, has licensed two trademarks, “CBC” and “潮圣,” exclusively to Xiamen Pop Culture for free for a term from January 1, 2020 to December 31, 2029. The licensing contract will be automatically renewed for 10 years unless Mr. Huang and Xiamen Pop Culture terminate the agreement by mutual consent.
Xiamen Pop
Culture has licensed trademarks,” 
“,” “嘻哈大师,”
and “嘻哈大狮,” non-exclusively
to Xiamen Hip Hop Master Education Services Co., Ltd. for a term from January 1, 2020 to December 31, 2029 for a total consideration
of RMB6.6 million (approximately US$0.9 million), which are to be paid in installments over the 10 years.
In addition, as of the date of this annual report, the PRC operating entities have registered 12 domain names relating to their business, 42 software copyrights, and 17 literature work copyrights in the PRC.
The PRC operating entities rely on a combination of copyright and trademark law, and confidentiality agreements with employees to protect their intellectual property rights. In addition, under the employment agreements the PRC operating entities enter into with their employees, their employees acknowledge that the intellectual property made by them in connection with their employment with the PRC operating entities are the PRC operating entities’ property. The PRC operating entities also regularly monitor any infringement or misappropriation of their intellectual property rights.
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Insurance
The PRC operating entities maintain employer’s liability insurance for executive officers and some employees of Xiamen Pop Culture, to protect the PRC operating entities from financial loss if a worker has a job-related injury or illness not covered by workers’ compensation. The PRC operating entities do not maintain other property insurance, business interruption insurance, or general third-party liability insurance. We believe the insurance coverage the PRC operating entities maintain is in line with the industry practice. For risk factors relating to the PRC operating entities’ insurance policies, please see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Business—The PRC operating entities’ current insurance policies may not provide adequate levels of coverage against all claims and they may incur losses that are not covered by their insurance.”
Seasonality
The PRC operating entities’ Event Planning and Execution and Brand Promotion businesses have demonstrated seasonal fluctuations as they typically organize more events between April and June each year due to higher seasonal demand. The PRC operating entities’ Event Hosting business and Other Services are not subject to seasonality.
Legal Proceedings
From time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract, and labor and employment claims. We are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash flow, or results of operations.
Regulations
This section sets forth a summary of the principal PRC laws, regulations, and rules relevant to the PRC operating entities’ business and operations in China.
Regulation Related to Commercial Performances
The Administrative Regulations on Commercial Performances was promulgated by the State Council on August 11, 1997 and most recently amended on November 11, 2020. According to the administrative regulations, to legally engage in commercial performances, a culture and arts performance group shall have full-time performers and equipment in line with its performance business, and file an application with the culture administrative department of the people’s government at the county level for approval. To legally engage in commercial performances, a performance brokerage agency shall have three or more full-time performance brokers and funds for the relevant business, and file an application with the culture administrative department of the people’s government of a province, autonomous region, or municipality directly under the central government. The culture administrative department shall decide whether to approve such an application within 20 days from the date of receipt, and if decides to approve it, will issue a performance permit. Anyone or any entity engaging in commercial performance activities without approval will be ordered to cease action, and a penalty may be imposed. Such a penalty may include confiscation of performance equipment and illegal proceeds, and a fine in the amount of eight to ten times of the illegal proceeds. Where there are no illegal proceeds or the illegal proceeds are less than RMB10,000 (approximately $1,466), a fine in the amount of RMB50,000 (approximately $7,328) to RMB100,000 (approximately $14,655) will be imposed.
The administrative regulations set certain content requirements for commercial performances in China. Any commercial performance is prohibited to, among other things, endanger national security, impair national interests, incite ethnic hatred, disturb social order, undermine social morality or national excellent cultural tradition, propagate obscenity, superstition, or violence, insult or defame others, or infringe other lawful rights and interests of other people. Where a commercial performance contains any of the preceding content, the hosting entity shall take immediate measures to prevent such performance from performing and report to governmental authorities. Failure to stop the performance may lead to an imposition of a penalty, which may include warnings and a fine in the amount of RMB50,000 (approximately $7,328) to RMB100,000 (approximately $14,655). Failure to stop the performance may lead to an imposition of a penalty on the performance venue operating entity and the host, which may include warnings and a fine in the amount of RMB50,000 (approximately $7,328) to RMB100,000 (approximately $14,655). Failure to report to the authorities, the hosting entity may be subject to certain penalties, including warnings, and a fine of RMB5,000 (approximately $733) to RMB10,000 (approximately $1,466).
Currently, Xiamen Pop Culture holds a valid Commercial Performance License issued by the Xiamen Bureau of Culture and Tourism.
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Regulation Related to Production and Operation of Radio and Television Programs
On July 19, 2004, the State Administration of Radio, Film and Television (the predecessor of the National Radio and Television Administration) promulgated the Administrative Measures on the Production and Operation of Radio and Television Programs, or the “Radio and Television Program Measures,” which came into effect on August 20, 2004 and was amended on August 28, 2015 and October 29, 2020. The Radio and Television Program Measures provide that any business that produces or operates radio or television programs must first obtain a Radio and Television Program Production and Operation Permit. Entities holding such permits shall conduct their business within the permitted scope as provided in their permits. In addition, foreign-invested enterprises are not allowed to engage in the above-mentioned services.
The Radio and Television Program Measures also provide that production and operation of radio and television programs shall comply with laws, regulations, and related policies. The content of radio and television programs cannot oppose basic principles established by the PRC Constitution, endanger national unity, sovereign, and territorial integrity, impair national interests, incite ethnic hatred, propagate cults and superstition, disturb social order, spread obscenity, gambling, or violence, insult or defame others, infringe other lawful rights and interests of other people, or undermine social morality or national excellent cultural tradition. In addition, to distribute and broadcast TV series, cartoons, and other radio and television programs, a corresponding distribution license is required. Any violation of content requirements as required by the Radio and Television Program Measures may subject the entity to penalties, including orders to cease production, broadcasting, fines, and, in certain circumstances, revocation of permits.
Since Xiamen Pop Culture is not a foreign-invested company, it is allowed to produce or operate radio or television programs. To comply with the relevant laws and regulations, Xiamen Pop Culture has obtained a Radio and Television Program Production and Operation Permit, which covers the production and publication of radio and television programs (excluding current political news category or special columns) and such permit is effective until March 31, 2023.
Regulations Related to Security Administration of Large-Scale Public Activities
Pursuant to Regulations on Security Administration of Large-Scale Public Activities, which were promulgated on September 14, 2007 and became effective on October 1, 2007, large-scale mass activities refer to activities such as sports competitions, concerts, and other performance activities that legal persons and other organizations hold for the public with 1,000 or more expected participants. The organizer of a large-scale mass activity shall be responsible for such activity’s security, with the principal of the organizer serving as the person in charge of the security. The public security bureau of the people’s government at the county level is responsible for security management of large-scale mass activities. Other related competent authorities of the people’s government at the county level are responsible for the relevant security work for large-scale mass activities according to their respective functions and duties.
The public security bureau grants safety permit on large-scale mass activities. The organizer shall apply for a security permit 20 days before the activity is held. If a large-scale mass activity is expected to have more than 1,000 but less than 5,000 participants, the safety permit shall be granted by the county level public security authorities, and if more than 5,000 participants, by the municipal level public security authorities. If a large-scale mass activity is held in multiple provinces, autonomous regions, or municipalities, the security permit shall be granted by the public security department of the State Council. Where any large-scale mass activity is held without a security permit granted by public security authorities, the activity shall be banned by the public security authorities and a fine in the amount of RMB100,000 (approximately $14,655) to RMB300,000 (approximately $43,966) shall be imposed on the organizer.
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Regulations on Advertising Business
The State Administration for Market Regulation (formerly known as the State Administration of Industry and Commerce, the “SAMR”) is the primary governmental authority regulating advertising activities in China. Regulations that apply to advertising business primarily include: (i) Advertisement Law of the PRC, promulgated by the SCNPC, on October 27, 1994 and most recently amended on April 29, 2021 and (ii) the Administrative Regulations for Advertising, promulgated by the State Council on October 26, 1987 and which has been effective since December 1, 1987.
According to the above regulations, companies that engage in advertising activities must obtain, from the SAMR or its local branches, a business license, which specifically includes operating an advertising business in its business scope. Enterprises engaged in the advertising business with such advertising business in their business scope do not need to apply for an advertising operation license, but such enterprises cannot be a radio station, a television station, a newspaper and magazine publishing house, or any entity otherwise specified in the relevant laws or administrative regulations. The business license of an advertising company is valid for the duration of its existence, unless the license is suspended or revoked due to a violation of any relevant laws and regulations.
PRC advertising laws and regulations set certain content requirements for advertisements in China, including, among other things, prohibitions on false or misleading content, superlative wording, socially destabilizing content, or content involving obscenities, superstition, violence, discrimination, or infringement of public interest. Advertisements for anesthetic, psychotropic, toxic, or radioactive drugs are prohibited, and the dissemination of advertisements of certain other products, such as tobacco, patented products, pharmaceuticals, medical instruments, agrochemicals, foodstuff, alcohol, and cosmetics, are also subject to specific restrictions and requirements.
Advertisers, advertising agencies, and advertising distributors are required to ensure that the content of the advertisements they prepare or distribute is true and in complete compliance with applicable laws. When providing advertising services, advertising operators and advertising distributors must review the supporting documents provided by advertisers for advertisements and verify that the content of the advertisements complies with applicable PRC laws and regulations. Prior to distributing advertisements that are subject to government censorship and approval, advertising distributors are obligated to confirm that such censorship has been performed and approval has been obtained. Violation of these regulations may result in penalties, including fines, confiscation of advertising income, orders to cease dissemination of the advertisements, and orders to publish an advertisement correcting the misleading information. Where serious violations occur, the SAMR or its local branches may revoke the offenders’ licenses or permits for their advertising business operations. See “Item 3. Key Information—D. Risk Factors—Risk Related to Our Business—Advertisements shown during the PRC operating entities’ events may subject them to penalties and other administrative actions.”
On July 4, 2016, the State Administration for Industry and Commerce, or the “SAIC,” issued the Interim Measures for the Administration of Internet Advertising, or the “Internet Advertising Measures,” which became effective on September 1, 2016. According to the Internet Advertising Measures, Internet advertising refers to the commercial advertising for direct or indirect marketing goods or services in the form of text, image, audio, video, or others means through websites, webpages, Internet applications, or other Internet media. The Internet Advertising Measures specifically sets out the following requirements: (a) advertising operators and advertising distributors shall examine relevant supporting documents and verify the content of the advertisements; they shall not design, produce, act as agents, or publish those advertisements with content which is inconsistent with the supporting documents or the supporting documents are incomplete; (b) advertisements must be identifiable and marked with the word “advertisement” enabling consumers to distinguish them from non-advertisement information; sponsored search results must be clearly distinguished from organic search results; and (c) it is forbidden to send advertisements or advertisement links by email without the recipient’s permission or induce Internet users to click on an advertisement in a deceptive manner. Violation of the Internet Advertising Measures may result in certain penalties, including mandatory corrective measures and fines.
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Regulations Related to Foreign Investment
Companies established and operating in the PRC are subject to the Company Law of the PRC, or the “PRC Company Law,” which was promulgated on December 29, 1993 and newly amended on October 26, 2018. The PRC Company Law provides general regulations for companies established and operating in the PRC, including foreign-invested enterprises.
On March 15, 2019, the National People’s Congress promulgated the Foreign Investment Law, which came into effect on January 1, 2020 and replaced the trio of existing laws regulating foreign investment in China, the Sino-foreign Equity Joint Venture Enterprise Law, the Sino-foreign Cooperative Joint Venture Enterprise Law, and the Wholly Foreign-invested Enterprise Law, together with their implementation rules and ancillary regulations. The existing foreign-invested enterprises established prior to the effective date of the Foreign Investment Law may keep their corporate forms, among other things, within five years after January 1, 2020. Pursuant to the Foreign Investment Law, “foreign investors” means natural persons, enterprises, or other organizations of foreign countries; “foreign-invested enterprises” means any enterprise established under PRC laws that is wholly or partially invested by foreign investors; “foreign investment” means any foreign investor’s direct or indirect investment in mainland China, including: (i) establishing foreign-invested enterprises in mainland China either individually or jointly with other investors; (ii) obtaining stock shares, stock equity, property shares, or other similar interests in Chinese domestic enterprises; (iii) investing in new projects in mainland China either individually or collectively with other investors; and (iv) making investment through other means provided by laws, administrative regulations, or State Council provisions.
The Foreign Investment Law stipulates that China implements the management system of pre-establishment national treatment plus a negative list. The system of pre-establishment national treatment requires treatment given to foreign investors and their investments during the market access stage shall not be inferior to treatment afforded to PRC domestic investors and their investments except where a foreign investment falls into the negative list. Foreign investors are forbidden from investing in prohibited industries on the negative list and must comply with the specific requirements when investing in restricted industries on the list.
In addition, the Foreign Investment Law provides several protective rules and principles for foreign investors and their investments in the PRC, including, among others, that local government shall abide by their policy commitments to the foreign investors and perform all contracts entered into in accordance with the law; the government generally does not expropriate foreign investments, except under special circumstances, in which case statutory procedures shall be followed and fair and reasonable compensation shall be made in a timely manner; and mandatory technology transfer is prohibited.
However, there are uncertainties about issues and matters involving details of governmental administration, for detailed discussion of the risk related to the Foreign Investment Law, see “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—There are uncertainties under the Foreign Investment Law relating to the status of businesses in China controlled by foreign invested projects primarily through contractual arrangements, such as our business.”
Regulations Related to Foreign Investment Restrictions
Investment activities in the PRC by foreign investors are principally governed by the Guidance Catalogue of Industries for Foreign Investment, or the “Guidance Catalog,” and the Negative List, which were promulgated and are amended from time to time by MOFCOM and the NDRC. The Guidance Catalog and the Negative List lay out the basic framework for foreign investment in China, classifying businesses into three categories with regard to foreign investment: “encourage,” “restricted,” and “prohibited.” Industries that are not listed in any of these three categories are generally open to foreign investment unless otherwise specifically restricted by other PRC laws and regulations.
According to the Negative List, proportion of foreign equity in value-added telecommunications services (except for e-commerce, domestic multi-party communications, store-and-forward, and call centers), or the VATS, shall not exceed 50%. In addition, foreign investments in Internet news and information services, Internet publishing services, Internet audio-visual program services, Internet culture operations (except for music), Internet information services to the public, radio and television program production and operation business, and editing, publishing, and production of audio-video products and/or electronic publications are prohibited. However, foreign investors are allowed to hold up to 100% of equity interests in an online data processing and transaction processing business (including e-commerce business operation) in China.
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Foreign direct investment in telecommunications companies in China is governed by the Provisions on the Administration of Foreign-Invested Telecommunications Enterprises, or the FITE Regulations, which was promulgated by the State Council on December 11, 2001 and most recently amended in March 29, 2022. The FITE Regulations require that foreign-invested telecommunications enterprises in China, or the FITEs, must be established as Sino-foreign equity joint ventures and that the foreign investors may acquire up to 50% equity interests in such joint ventures. In addition, a major foreign investor in a value-added telecommunications business in China must demonstrate a good track record and experience in operating value-added telecommunications businesses. Moreover, foreign investors that meet these requirements must obtain approvals from the MIIT, to provide VATS in China and the MIIT retains considerable discretion in granting such approvals. On June 30, 2016, the MIIT issued an Announcement of the MIIT on Issues concerning the Provision of Telecommunication Services in the Mainland by Service Providers from Hong Kong and Macao, or the MIIT Announcement, which provides that investors from Hong Kong and Macau may hold more than 50% of the equity in FITEs engaging in certain specified categories of VATS.
On July 13, 2006, the Ministry of Information Industry, or the MII, which was the predecessor to the MIIT, released the Notice on Strengthening the Administration of Foreign Investment in the Operation of Value-added Telecommunications Business, or the MII Notice, pursuant to which, for any foreign investor to invest in telecommunications businesses in China, a foreign-invested telecommunications enterprise must be established and such enterprise must apply for the relevant telecommunications business operation licenses. Furthermore, under the MII Notice, domestic telecommunications enterprises may not rent, transfer, or sell a telecommunications business operation license to foreign investors in any form, and they may not provide any resources, premises, facilities, and other assistance in any form to foreign investors for their illegal operation of any telecommunications business in China. In addition, under the MII Notice, the internet domain names and registered trademarks used by a value-added telecommunication service operator shall be legally owned by such operator or its shareholders.
The PRC operating entities engage in Internet information services, radio and television program production and distribution business, which falls in the prohibited category under the Special Administrative Measures. To comply with PRC laws and regulations, we rely on the VIE Agreements to operate such business in China. However, there remain uncertainties with respect to the interpretation and application of existing or future PRC laws and regulations on foreign investment. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—There are uncertainties under the Foreign Investment Law relating to the status of businesses in China controlled by foreign invested projects primarily through contractual arrangements, such as our business.”
Regulations Related to Value-added Telecommunications Services
On September 25, 2000, the State Council promulgated the Telecommunications Regulations of the PRC, or the Telecom Regulations, which was most recently amended on February 6, 2016. The Telecom Regulations are the primary PRC law governing telecommunications services and set out the general regulatory framework for telecommunications services provided by PRC companies. The Telecom Regulations distinguish between “basic telecommunications services” and VATS. The Telecom Regulations define VATS as telecommunications and information services provided through public network infrastructures. Pursuant to the Telecom Regulations, commercial operators of VATS must first obtain an operating license from the MIIT, or its provincial level counterparts. The Catalog of Telecommunications Business, or the Catalog, which was issued as an attachment to the Telecom Regulations and most recently amended on June 6, 2019, identifies online data processing and transaction processing services, and information services as VATS.
On July 3, 2017, the MIIT issued the Measures on the Administration of Telecommunications Business Operating Permits, or the Telecom License Measures, which became effective on September 1, 2017, to supplement the Telecom Regulations and further regulate the telecommunications business permits. The Telecom License Measures provide requirements and procedures for obtaining licenses for VATS, and stipulate that the competent governmental authorities will mandate improved credit management mechanisms for telecommunication business operators. The Telecom License Measures also confirm that there are two types of telecom operating licenses for operators in China, one for basic telecommunications services and one for VATS. A distinction is also made as to whether a license is granted for “intra-provincial” or “trans-regional” (inter-provincial) activities. An appendix to each license granted will detail the permitted activities of the enterprise to which it was granted. An approved telecommunication services operator must conduct its business (whether basic or value-added) in accordance with the specifications recorded in its license.
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The PRC operating entities engage in business activities that are VATS as defined in the Telecom Regulations and the Catalog. To comply with the relevant laws and regulations, Xiamen Qiqin and Zhongpu Shuyuan have each obtained the Value-added Telecommunications Business Operation License covering (i) online data processing and transaction processing business (operating e-commerce), and (ii) information services (Internet content-related services), or the EDI and ICP Licenses, on March 29, 2022 and May 11, 2022, respectively, which will all remain effective for five years.
Regulations Related to Internet Information Services
The Administrative Measures on Internet Information Services, or the Internet Information Measures, which were issued by the State Council on September 25, 2000 and amended on January 8, 2011, set out guidelines on the provision of Internet information services. Pursuant to the Internet Information Measures, “Internet information services” are defined as services that provide information to online users through the Internet. The Internet Information Measures classify Internet information services into commercial Internet information services and non-commercial Internet information services. Commercial Internet information services refer to compensatory services which provide information to or create web pages for online users through the Internet. Non-commercial Internet information services refer to non-compensatory services which supply, through the internet, to online users, information that is open to and shared by the general public. The Internet Information Measures require commercial internet information service operators to obtain a value-added telecommunications business operating license, or the ICP License, from the relevant government authorities, and require non-commercial internet information service operators to complete the filing-for-record procedures, before engaging in any Internet information service operations in China.
In addition, Internet information service providers are required to monitor their websites to ensure that they do not contain content prohibited by laws or regulations. Internet information service providers are prohibited from producing, copying, publishing, or distributing information that is humiliating or defamatory to others or that infringes the legal rights of others. The relevant PRC government may require corrective actions to address the non-compliance or may impose penalties, such as temporarily or permanently closing relevant websites, suspending relevant businesses for re-organization, or revoking relevant operation licenses. Furthermore, the Notice of the Ministry of Industry and Information Technology on Regulating the Use of Domain Names in Internet Information Services, which was issued on November 27, 2017 and took effect on January 1, 2018, requires Internet information service providers to register and own the domain names they use in providing Internet information services.
Shenzhen Jam Box operates an online mini program named “JamBox.” As a non-commercial Internet information service operator, “JamBox” has completed the filing-for-record procedures before engaging in Internet information service operations, which remain valid as of the date of this annual report.
Regulations Related to Internet Cultural Activities
On February 17, 2011, the Ministry of Culture, or the MOC, promulgated the Interim Administrative Provisions on Internet Culture, or the Internet Culture Provisions, which became effective on April1, 2011 and were most recently amended on December 15, 2017. Pursuant to the Internet Culture Provisions, Internet cultural activities include: (i) production, reproduction, import, release, or broadcast of Internet culture products (such as online music, online game, online performance, and cultural products by certain technical means and copied to the Internet for spreading); (ii) distribution or publication of cultural products on the Internet; and (iii) exhibitions, competitions, and other similar activities concerning Internet culture products. The Internet Culture Provisions further classify Internet cultural activities into commercial Internet cultural activities and non-commercial Internet cultural activities. Entities engaging in commercial Internet cultural activities must apply to the relevant authorities for an Internet culture business operating license, while non-commercial cultural entities are only required to report to related culture administration authorities within 60 days of the establishment of such entity. If any entity engages in commercial Internet cultural activities without approval, the cultural administration authorities or other relevant government may order such entity to cease to operate Internet cultural activities as well as levy penalties including administrative warning, fines up to RMB30,000, and listing such entity on the cultural market blacklist to impose credit penalty in case of continued non-compliance.
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Regulations Related to Internet Publishing
On February 4, 2016, the State Administration of Press, Publication, Radio, Film and Television (currently known as the National Press and Publication Administration, or the NPPA), and the MIIT jointly issued the Administrative Provisions on Internet Publishing Service, or the Internet Publishing Regulation, which took effect on March 10, 2016, and replaced the Interim Provisions for the Administration of Internet Publishing promulgated in 2002. The Internet Publishing Regulation requires that any entity engaged in the provision of online publications to the public via information networks obtain an Internet publication license from the NPPA. Online publications refer to digital works with editing, production, processing, and other publishing features, provided to the public via information networks, which mainly include: (i) informative and thoughtful text, pictures, maps, games, animation, audio, and video digitizing books and other original digital works in fields such as literature, art, and science, (ii) digital works consistent with the content of published books, newspapers, periodicals, audio-visual products, and electronic publications, (iii) the network literature database or other digital works formed through aforementioned works by selecting, organizing, compiling, and other means, and (iv) other types of digital works determined by the NPPA. If any entity provides Internet publishing services without approval, the publishing authority or other relevant government may order such services to cease, order the shutdown of the website, or impose other penalties, such as deleting all the relevant Internet publications, confiscating all illegal income and major equipment, specialized tools used in illegal publishing activities, as well as fines less than 10 times of the illegal income. In severe cases, criminal liabilities may be pursued.
Regulations Related to Blockchain Information Services
On January 10, 2019, the CAC issued the Administrative Regulations on Blockchain Information Services, or the Blockchain Information Regulation, which took effect on February 15, 2019. Pursuant to the Blockchain Information Regulation, blockchain information services refer to information services provided to the public through Internet sites, applications, etc. based on blockchain technology or systems; the blockchain information services suppliers refer to the subjects or nodes that provide blockchain information services to the public, and the organizations or institutions that provide subjects of blockchain information services with technical support. The Blockchain Information Regulation requires a blockchain information services supplier to complete the filing-for-record procedures through the CAC’s filing management system for blockchain information services within 10 working days from the date of providing the service. If any blockchain information services supplier fails to make the filings accordingly or fills in false filing information, the related cyberspace administration authority may order it to make corrections within a time limit; if such supplier refuses to make corrections or the circumstances are serious, it may be given a warning and imposed a fine of not less than RMB10,000 yuan but not more than RMB30,000.
Regulations Related to Artworks Business
On January 18, 2016, the MOC issued the Administrative Measures for Artworks Business, or the Artworks Business Measures, which took effect on March 15, 2016. Pursuant to the Artworks Business Measures, artworks refer to works of paintings, calligraphies and seal cuttings, sculptures and carvings, artistic photographs, installation artworks, and industrial artworks and limited replicas of the above-mentioned works, but does not include cultural relics. Artworks related business activities include: (i) purchase, sale, or lease; (ii) brokerage; (iii) import and export; (iv) appraisal, evaluation, commercial exhibition, and other services; and (v) investment, business activities, and services with artworks as subject matters. Artworks related business activities by use of information networks are also subject to the Artworks Business Measures. Organizations to be engaged in artworks related business activities are required to complete the filing-for-record procedures with local cultural administrative authorities within 15 days upon receipt of their business license. Whoever fails to make the filings accordingly, may be ordered to make corrections and may be fined not more than RMB10,000 depending on the seriousness of the circumstances by related cultural administrative authorities.
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Regulations Related to Information Security and Privacy Protection
The PRC Constitution states that PRC law protects the freedom and privacy of communications of citizens and prohibits infringement of these rights. In recent years, the PRC government authorities have enacted legislation on the Internet use to protect personal information from any unauthorized disclosure. Under the Several Provisions on Regulating the Market Order of Internet Information Services, which was promulgated by the Ministry of Industry and Information Technology (the “MIIT”) on December 29, 2011, an Internet content service operator may not collect any user personal information or provide any such information to third parties without the consent of a user, unless otherwise stipulated by laws and administrative regulations. An Internet content service operator must expressly inform the users of the method, content, and purpose of the collection and processing of such user personal information and may only collect such information necessary for the provision of its services. An Internet content service operator is also required to properly keep the user personal information, and in case of any leak or likely leak of the user personal information, the Internet content service operator must take immediate remedial measures and, in severe circumstances, to make an immediate report to the telecommunication regulatory authority.
In addition, the Decision on Strengthening Network Information Protection, which was promulgated by the SCNPC on December 28, 2012, provides that electronic information that is able to identify personal identities of citizens or that is concerned with personal privacy of citizens is protected by law and shall not be unlawfully obtained or provided. Internet content service operators collecting or using personal electronic information of citizens shall specify purposes, manners, and scopes of information collection and use, obtain the consent of citizens concerned, and strictly keep confidential personal information collected. Internet content service operators are prohibited from disclosing, tampering with, damaging, selling, or illegally providing others with personal information collected. Technical and other measures are required to be taken by Internet content service operators to prevent personal information collected from unauthorized disclosure, damage, or being lost. Internet content service operators are subject to legal liability, including warnings, fines, confiscation of illegal gains, revocation of licenses or filings, closing of websites concerned, public security administration punishment, criminal liabilities, or civil liabilities, if they violate relevant provisions on Internet privacy.
Pursuant to the Order for the Protection of Telecommunication and Internet User Personal Information, which was promulgated by the MIIT on July 16, 2013, any collection and use of users’ personal information must be subject to the consent of the users, abide by the principles of legality, rationality, and necessity, and be within the specified purposes, methods, and scopes. Pursuant to the Ninth Amendment to the Criminal Law of the PRC, which was issued by the SCNPC on August 29, 2015 and became effective on November 1, 2015, any Internet service provider that fails to fulfill obligations to manage information and network security as required by applicable laws and refuses to rectify upon orders from government authorities, will be subject to the criminal penalty if such failure (i) causes dissemination of illegal information in large scale; (ii) causes user information leaks resulting in severe consequences; (iii) causes serious loss of evidence to criminal investigations; or (iv) implicates other severe circumstances. Moreover, any individual or entity that (i) sells or provides personal information to others in violation of applicable laws, or (ii) steals or illegally obtains any personal information, in either case implicating severe circumstances, will be subject to the criminal penalty. The PRC government, however, has the power and authority to order Internet content service operators to turn over personal information if an Internet user posts any prohibited content or engages in illegal activities on the Internet.
To further regulate cybersecurity and privacy protection, the Cybersecurity Law of the PRC, which was promulgated by the SCNPC on November 7, 2016 and took effect on June 1, 2017, provides that: subject to certain exceptions, (i) to collect and use personal information, network operators must follow the principles of legitimacy, rightfulness, and necessity, disclose their rules of data collection and use, clearly express the purposes, means, and scope of collecting and using the information, and obtain the consent of the persons whose data is gathered; (ii) network operators can neither gather personal information unrelated to the services they provide, nor gather or use personal information in violation of the provisions of laws and administrative regulations or beyond the scopes of consent given by the persons whose data is gathered, and must dispose of personal information they have saved in accordance with the provisions of laws and administrative regulations and agreements reached with users; (iii) network operators cannot divulge, tamper with, or damage the personal information they have collected, and cannot provide the personal information to others without the consent of persons whose data is collected. According to the Cybersecurity Law of the PRC, personal information refers to all kinds of information that are recorded electronically or that can otherwise be used to independently identify or be combined with other information to identify natural persons’ personal information, including but not limited to natural persons’ names, dates of birth, identification numbers, biologically identified personal information, addresses, and telephone numbers. Any internet information services provider that violates these privacy protection requirements under the Cybersecurity Law of the PRC and related laws and regulations may be ordered to turn in illegal gains generated from unlawful operations and pay a fine of no less than one but no more than 10 times of the illegal gains and may be ordered to cease the relevant business operations when the violation is serious.
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On June 28, 2016, the CAC issued the Administrative Provisions on Mobile Internet Applications Information Services, which became effective on August 1, 2016, to further strengthen the regulation of the mobile app information services. Pursuant to these provisions, owners or operators of mobile apps that provide information services are required to be responsible for information security management, establish and improve the protective mechanism for user information, observe the principles of legality, rightfulness, and necessity, and expressly state the purpose, method and scope of, and obtain user consent to, the collection and use of users’ personal information.
On May 8, 2017, the Supreme People’s Court and the Supreme People’s Procuratorate issued the Interpretations of the Supreme People’s Court and the Supreme People’s Procuratorate on Several Issues Concerning the Application of Law in the Handling of Criminal Cases Involving Infringement of Citizens’ Personal Information, or the Personal Information Interpretations, which became effective on June 1, 2017. The Personal Information Interpretations provides more practical conviction and sentencing criteria for the infringement of citizens’ personal information.
On January 23, 2019, the Office of the Central Cyberspace Affairs Commission and other three authorities jointly issued the Circular on the Special Campaign of Correcting Unlawful Collection and Usage of Personal Information via Apps. Pursuant to this circular, (i) app operators are prohibited from collecting any personal information irrelevant to their services; (ii) information collection and usage policy should be presented in a simple and clear way, and such policy should be consented to by the users voluntarily, and; (iii) authorization from users should not be obtained by coercing users with default or bundling clauses or making consent a condition of service. App operators violating these rules can be ordered by authorities to correct their noncompliance within a given period of time, be publicly reported, or be ordered to quit its operation or cancel its business license or operational permits.
On April 10, 2019, the Ministry of Public Security, or the MPS, promulgated the Guidelines for Internet Personal Information Security Protection, which establishes the management mechanism, security technical measures, and business workflows for personal information security protection. On August 22, 2019, the CAC promulgated the Provisions on the Cyber Protection of Children’s Personal Information, which requires, among others, that network operators who collect, store, use, transfer, and disclose personal information of children under the age of 14 shall establish special rules and user agreements for the protection of children’s personal information, inform the children’s guardians in a noticeable and clear manner, and shall obtain the consent of the children’s guardians.
On November 28, 2019, the CAC, the MIIT, the MPS, and the SAMR jointly promulgated the Measures for the Determination of the Collection and Use of Personal Information by Apps in Violation of Laws and Regulations, which provides guidance for the regulatory authorities to identify the illegal collection and use of personal information through mobile apps, and for the app operators to conduct self-examination and self-correction and social supervision by citizens.
On May 28, 2020, the NPC approved the Civil Code of the PRC, or the Civil Code, which came into effect on January 1, 2021. Pursuant to the Civil Code, the personal information of a natural person shall be protected by the law. Any organization or individual that needs to obtain personal information of others shall obtain such information legally and ensure the safety of such information, and shall not illegally collect, use, process, or transmit personal information of others, or illegally purchase or sell, provide, or make public personal information of others. Furthermore, information processors shall not divulge or tamper with personal information collected or stored by them; without the consent of a natural person, information processors shall not illegally provide personal information of such person to others, except for information that has been processed so that specific persons cannot be identified and that cannot be restored. In addition, an information processor shall take technical measures and other necessary measures to ensure the security of the personal information that is collected and stored and to prevent the information from being divulged, tampered with, or lost; where personal information has been or may be divulged, tampered with or lost, the information processor shall take remedial measures in a timely manner, inform the natural person concerned in accordance with the provisions and report the case to the relevant competent department.
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On June 10, 2021, the SCNPR promulgated the Data Security Law of the PRC, or the Data Security Law, which took effect on September 1, 2021. Under the Data Security Law, data refers to any record of information that is kept electronically or otherwise, and data processing includes the collection, storage, use, processing, transmission, provision, and disclosure of data. Pursuant to the Data Security Law, any individual or entity shall collect data in a legitimate and proper manner. A data security review mechanism will be established by the State, and any data processing activity that endangers or may endanger national security shall be subject to national security review. The security management for the cross-border transfer of important data collected and produced during operation by CIIOs or other data processors within the territory of the PRC shall be subject to the Cyber Security Law and other regulations and rules that promulgated by the CAC and the State Council. In case of any non-compliance under the Data Security Law, a data processor may be ordered to make corrections, and under certain serious circumstances, such as severe data divulgence, may be subject to penalties, including the revocation of business license or other permits.
On July 6, 2021, the General Office of the Central Committee of the Communist Party of China and the General Office of the State Council jointly issued the Opinions, which were made available to the public on July 6, 2021. The Opinions emphasized the need to strengthen the administration over illegal securities activities and the need to strengthen the supervision over overseas listings by Chinese companies. Effective measures, such as promoting the construction of relevant regulatory systems, will be taken to deal with the risks and incidents of China-concept overseas listed companies, cybersecurity, data privacy protection requirements, and similar matters.
On August 20, 2021, the SCNPC adopted the Personal Information Protection Law of the PRC, or the PIP Law, which took effect on November 1, 2021. The PIP Law includes the basic rules for personal information processing, the rules for cross-border provision of personal information, the rights of individuals in personal information processing activities, the obligations of personal information processors, and the legal responsibilities for illegal collection, processing, and use of personal information. As the first systematic and comprehensive law specifically for the protection of personal information in the PRC, the PIP Law provides, among others, that (i) an individual’s consent shall be obtained to use sensitive personal information, such as biometric characteristics and individual location tracking, (ii) personal information operators using sensitive personal information shall notify individuals of the necessity of such use and impact on the individual’s rights, and (iii) where personal information operators reject an individual’s request to exercise his or her rights, the individual may file a lawsuit with a People’s Court.
On December 28, 2021, 13 PRC authorities, including the NDRC, the MOFCOM, the MIIT, the CAC, and several other authorities jointly promulgated the revised Cybersecurity Review Measures, which came into effect on February 15, 2022. The Cybersecurity Review Measures provide that, in addition to CIIOs that intend to purchase Internet products and services, online platform operators engaging in data processing activities that affect or may affect national security must be subject to cybersecurity review by the Cybersecurity Review Office of the PRC. According to the Cybersecurity Review Measures, a cybersecurity review assesses potential national security risks that may be brought about by any procurement, data processing, or overseas listing. The Cybersecurity Review Measures require that an online platform operator which possesses the personal information of at least one million users must apply for a cybersecurity review by the CAC if it intends to be listed in foreign countries.
Regulations Related to Intellectual Property Rights
Copyright
The PRC Copyright Law, or the “Copyright Law,” which became effective on June 1, 1991 and was amended in 2001, 2010, and most recently on November 11, 2020 and effective on June 1, 2021, and the implementing regulations of which were adopted in 2002 and amended in 2011 and 2013, provide that Chinese citizens, legal persons, or other organizations will, whether published or not, enjoy copyright in their copyrightable works, which include, among others, works of literature, art, natural science, social science, engineering technology, and computer software. Copyright owners enjoy certain legal rights, including but not limited to right of publication, right of authorship, and right of reproduction. The Copyright Law extends copyright protection to Internet activities, products disseminated over the Internet, and software products. In addition, the Copyright Law provides for a voluntary registration system administered by the China Copyright Protection Center, or the “CPCC.” According to the Copyright Law, an infringer of copyrights shall be subject to various civil liabilities, which include ceasing infringement activities, apologizing to the copyright owners, and compensating the loss of copyright owners. Infringers of copyrights may also be subject to fines and/or administrative or criminal liabilities in severe situations.
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Pursuant to the Computer Software Copyright Protection Regulations promulgated by the State Council in 1991 and amended in 2001, 2011, and 2013, Chinese citizens, legal persons, and other organizations shall enjoy copyright on software they develop, regardless of whether the software is released publicly. Software copyright commences from the date on which the development of the software is completed. The protection period for software copyright of a legal person or other organizations shall be 50 years, concluding on December 31 of the 50th year after the software’s initial release. The software copyright owner may go through the registration formalities with a software registration authority recognized by the State Council’s copyright administrative department. The software copyright owner may authorize others to exercise that copyright, and is entitled to receive remuneration.
As of the date of this annual report, the PRC operating entities have registered 59 copyrights in the PRC.
Trademark
Trademarks are protected by the Trademark Law of the PRC, which was adopted in 1982 and subsequently amended in 1993, 2001, 2013, and 2019, and by the Implementation Regulations of the PRC Trademark Law adopted by the State Council in 2002 and most recently amended on April 29, 2014. The Trademark Office of National Intellectual Property Administration, or the “Trademark Office,” under the SAIC handles trademark registrations. The Trademark Office grants a 10-year term to registered trademarks and the term may be renewed for another 10-year period upon request by the trademark owner. A trademark registrant may license its registered trademarks to another party by entering into trademark license agreements, which must be filed with the Trademark Office for its record. The Trademark Law has adopted a first-to-file principle with respect to trademark registration. If a trademark applied for is identical or similar to another trademark which has already been registered or subject to a preliminary examination and approval for use on the same or similar kinds of products or services, such trademark application may be rejected. Any person applying for the registration of a trademark may not injure existing trademark rights first obtained by others, nor may any person register in advance a trademark that has already been used by another party and has already gained a “sufficient degree of reputation” through such party’s use.
As of the date of this annual report, the PRC operating entities have registered 73 trademarks in the PRC.
Domain name
The domain names are protected under the Administrative Measures on the Internet Domain Names promulgated by the MIIT effective in November 2017. The MIIT is the major regulatory body responsible for the administration of the PRC Internet domain names. China Internet Network Information Center, or “CNNIC,” is responsible for the daily administration of CN domain names and PRC domain names under the supervision of MITT. CNNIC promulgated the Implementation Rules of Registration of Country Code Top-Level Domain Name, or the “CNNIC Rules,” effective in June, 2019. Pursuant to the Administrative Measures on the Internet Domain Names and the CNNIC Rules, the registration of domain names adopts a first-to-file principle and the registrant shall complete the registration via the domain name registration service institutions. In the event of a domain name dispute, the disputed parties may lodge a complaint to the designated domain name dispute resolution institution to trigger the domain name dispute resolution procedure in accordance with the CNNIC Measures on Resolution of the Domain Name Disputes, file a suit to the People’s Court, or initiate an arbitration procedure.
As of the date of this annual report, the PRC operating entities are the registered holder of 14 domain names in the PRC.
Regulations Related to Foreign Exchange
The principal regulations governing foreign currency exchange in China are the Foreign Exchange Administration Regulations, promulgated by the State Council in 1996 and most recently amended in 2008. Under the PRC foreign exchange regulations, payments of current account items, such as profit distributions and trade and service-related foreign exchange transactions, can be made in foreign currencies without prior approval from SAFE by complying with certain procedural requirements. By contrast, approval from or registration with appropriate governmental authorities 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 foreign currency-denominated loans.
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In November 2012, SAFE promulgated the Circular of Further Improving and Adjusting Foreign Exchange Administration Policies on Foreign Direct Investment (“SAFE Circular 59”), which was most recently amended in 2015 to substantially amend and simplify the current foreign exchange procedures. Pursuant to SAFE Circular 59, the opening of various special purpose foreign exchange accounts, such as pre-establishment expenses accounts, foreign exchange capital accounts, and guarantee accounts, the reinvestment of RMB proceeds derived by foreign investors in China, and remittance of foreign exchange profits and dividends by a foreign-invested enterprise to its foreign shareholders no longer require the approval or verification of SAFE, and multiple capital accounts for the same entity may be opened in different provinces, which was not possible previously.
In February 2015, SAFE promulgated the Circular on Further Simplifying and Improving the Administration of the Foreign Exchange Concerning Direct Investment (“SAFE Circular 13”) and later partially abolished it on December 30, 2019, pursuant to which, instead of applying for approval from SAFE regarding foreign exchange registrations of foreign direct investment and overseas direct investment, entities and individuals may apply for such foreign exchange registrations from qualified banks. The qualified banks, under the supervision of SAFE, may directly review the applications and conduct the registration.
In March 2015, SAFE issued SAFE Circular 19, which was amended on December 30, 2019. Pursuant to SAFE Circular 19, a foreign-invested enterprise may, according to its actual business needs, settle with a bank the portion of the foreign exchange capital in its capital account for which the relevant foreign exchange administration has confirmed monetary capital contribution rights and interests (or for which the bank has registered the injection of the monetary capital contribution into the account). In addition, for the time being, foreign-invested enterprises are allowed to settle 100% of their foreign exchange capital on a discretionary basis. A foreign-invested enterprise shall truthfully use its capital for its own operational purposes within its scope of business. Where an ordinary foreign-invested enterprise makes domestic equity investment with the amount of foreign exchanges settled, the invested enterprise must first go through domestic re-investment registration and open a corresponding account for foreign exchange settlement pending payment with the foreign exchange administration or the bank at the place where it is registered.
In June 2016, SAFE promulgated SAFE Circular 16, pursuant to which, in addition to foreign currency capital, enterprises registered in China may also convert their foreign debts, as well as repatriated fund raised through overseas listing, from foreign currency to RMB on a discretional basis. SAFE Circular 16 also reiterates that the use of capital so converted shall follow “the principle of authenticity and self-use” within the business scope of the enterprise. According to SAFE Circular 16, the RMB funds so converted shall not be used for the purposes of, whether directly or indirectly, (i) paying expenditures beyond the business scope of the enterprises or prohibited by laws and regulations; (ii) making securities investment or other investments (except for banks’ principal-secured products); (iii) granting loans to non-affiliated enterprises, except as expressly permitted in the business license; and (iv) purchasing non-self-used real estate (except for the foreign-invested real estate enterprises).
In January 2017, SAFE promulgated SAFE Circular 3, which stipulates several capital control measures with respect to the outbound remittance of profit from domestic entities to offshore entities, including (i) under the principle of genuine transaction, banks shall check board resolutions regarding profit distribution, the original version of tax filing records, and audited financial statements; and (ii) domestic entities shall hold income to account for previous years’ losses before remitting the profits. Further, pursuant to SAFE Circular 3, domestic entities shall make detailed explanations of the sources of capital and utilization arrangements, and provide board resolutions, contracts and other proof when completing the registration procedures in connection with an outbound investment.
On October 23, 2019, SAFE issued the Circular of the State Administration of Foreign Exchange on Further Promoting the Facilitation of Cross-border Trade and Investment (“SAFE Circular 28”), which allows non-investment foreign-invested enterprises to make domestic equity investment with their capital funds in accordance with the law under the premise that such investment does not violate the existing special administrative measures (negative list) for foreign investment and the project invested in China is authentic and compliant. Pursuant to SAFE Circular 28, upon receiving the payment of consideration from a foreign investor for the equity transfer under foreign direct investment, the domestic transferor, with relevant registration certificates, may process the formalities for account opening, fund receipt, and foreign exchange settlement and use directly at the bank. The foreign investor’s deposit remitted from overseas or transferred from domestic accounts may be directly used for its lawful domestic capital contribution as well as domestic and overseas payment after the transaction is concluded.
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On April 10, 2020, SAFE issued the Circular on Optimizing Administration of Foreign Exchange to Support the Development of Foreign-related Business, pursuant to which eligible enterprises are allowed to use the income under their capital account, from sources such as capital funds, foreign debts, and proceeds from overseas listing, for domestic payment without having to provide supporting authentication materials to the banks for every transaction in advance, but the use of funds must be true and compliant as well as conform to the existing administration regulations regarding use of income under the capital account. The relevant bank shall conduct spot checking in accordance with the relevant requirements.
Regulations Related to Dividend Distribution
The principal regulations governing the distribution of dividends paid by WFOEs include the PRC Company Law. Under the PRC Company Law, WFOEs in China may pay dividends only out of their accumulated profits, if any, as determined in accordance with the PRC accounting standards and regulations. In addition, a WFOE in China is required to set aside at least 10% of its after-tax profits based on PRC accounting standards each year to its general reserves until its cumulative total reserve funds reaches 50% of its registered capital. These reserve funds, however, may not be distributed as cash dividends.
Regulations Related to Foreign Exchange Registration of Offshore Investment by PRC Residents
In July 2014, SAFE issued SAFE Circular 37, which regulates foreign exchange matters in relation to the use of SPVs by PRC residents or entities to seek offshore investment and financing or conduct round trip investment in China. Under SAFE Circular 37, an SPV refers to an offshore entity established or controlled, directly or indirectly, by PRC residents or entities for the purpose of seeking offshore financing or making offshore investment, using legitimate domestic or offshore assets or interests, while “round trip investment” refers to the direct investment in China by PRC residents or entities through SPVs, namely, establishing foreign-invested enterprises (namely, Heliheng) to obtain the ownership, control rights, and management rights of Xiamen Pop Culture. Circular 37 requires that, before making contributions to an SPV, PRC residents or entities are required to complete foreign exchange registration with SAFE or its local branch.
The 2015 SAFE Circular 13 has amended SAFE Circular 37 by requiring PRC residents or entities to register with qualified banks instead of SAFE or its local branch in connection with their establishment of an SPV.
In addition, pursuant to SAFE Circular 37, an amendment to registration or subsequent filing with qualified banks by such PRC resident is also required if there is a material change with respect to the capital of the offshore company, such as any change of basic information (including change of such PRC residents, change of name, and operation term of the SPV), increases or decreases in investment amount, transfers or exchanges of shares, or mergers or divisions. Failure to comply with these registration requirements as set forth in SAFE Circular 37 and SAFE Circular 13, and misrepresentation on or failure to disclose controllers of foreign-invested enterprises that are established by round-trip investment may result in bans on the foreign exchange activities of the relevant onshore company, including the payment of dividends and other distributions to its offshore parent or affiliates, and may also subject relevant PRC residents to penalties under the Foreign Exchange Administration Regulations of the PRC.
As of the date of this annual report, all of the Xiamen Pop Culture Shareholders who are subject to the SAFE Circular 37 have completed the initial registrations with the qualified banks as required by SAFE Circular 37. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—PRC regulations relating to offshore investment activities by PRC residents may subject our PRC resident beneficial owners or our PRC subsidiaries to liability or penalties, limit our ability to inject capital into our PRC subsidiaries, limit our PRC subsidiaries’ ability to increase its registered capital or distribute profits to us, or may otherwise adversely affect us.”
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Regulations Related to Foreign Debt
As an offshore holding company, we may make additional capital contributions to Heliheng subject to approval from the local department of commerce and SAFE, with no limitation on the amount of capital contributions. We may also make loans to Heliheng subject to the approval from SAFE or its local office and the limitation on the amount of loans.
Heliheng is subject to the relevant PRC laws and regulation relating to foreign debts. On January 8, 2003, the NDRC, SAFE, and the MOF jointly promulgated the Circular on the Interim Provisions on the Management of Foreign Debts, or the “Foreign Debts Provisions,” which became effective on March 1, 2003, and was partially abolished on May 10, 2015. Pursuant to the Foreign Debts Provisions, the total amount of foreign loans received by a foreign-invested enterprise shall not exceed the difference between the total investment in projects as approved by MOFCOM or its local counterpart and the amount of registered capital of such foreign-invested enterprise. In addition, on January 12, 2017, the PBOC issued the PBOC Circular 9, which sets out the statutory upper limit on the foreign debts for PRC non-financial entities, including both foreign-invested enterprises and domestic-invested enterprises. Pursuant to the PBOC Circular 9, the foreign debt upper limit for both foreign-invested enterprises and domestic-invested enterprises is calculated as twice the net assets of such enterprises, and the macro-prudential adjustment parameter is 1. As to net assets, the enterprises shall take the net assets value stated in their latest audited financial statements. On March 11, 2020, the PBOC and SAFE promulgated the Circular of the People’s Bank of China and the State Administration of Foreign Exchange on Adjusting the Macro-prudential Regulation Parameter for Full-covered Cross-border Financing, which provides that based on the current macro economy and international balance of payments, the macro-prudential regulation parameter as set forth in the PBOC Circular 9 is updated from 1 to 1.25. On January 7, 2021, the macro-prudential regulation parameter was lowered to 1 from 1.25.
The PBOC Circular 9 does not supersede the Foreign Debts Provisions, but rather serve as a supplement to it. It provides a one-year transitional period from January 11, 2017, for foreign-invested enterprises, during which foreign-invested enterprises, such as Heliheng, could adopt their calculation method of foreign debt upper limit based on either the Foreign Debts Provisions or the PBOC Circular 9. The transitional period ended on January 11, 2018. Upon its expiry, pursuant to the PBOC Circular 9, the PBOC and SAFE shall re-evaluate the calculation method for foreign-invested enterprises and determine what the applicable calculation method should be. As of the date of this annual report, neither the PBOC nor SAFE has promulgated and made public any further rules, regulations, notices, or circulars in this regard.
See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—PRC regulation of parent/subsidiary loans and direct investment by offshore holding companies to PRC entities may delay or prevent us from using the proceeds of offshore offerings to make loans or additional capital contributions to our PRC subsidiaries and to make loans to Xiamen Pop Culture, which could materially and adversely affect their liquidity and their ability to fund and expand their business.”
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Regulations Related to Tax
Enterprise Income Tax
On March 16, 2007, the SCNPC promulgated the EIT Law, which was recently amended on December 29, 2018, and on December 6, 2007, the State Council enacted the Regulations for the Implementation of the Law on Enterprise Income Tax, which was amended on April 23, 2019. Under the EIT Law and relevant implementing regulations, both resident enterprises and non-resident enterprises are subject to tax in the PRC. Resident enterprises are defined as enterprises that are established in China in accordance with PRC laws, or that are established in accordance with the laws of foreign countries but are actually or in effect controlled from within the PRC. Non-resident enterprises are defined as enterprises that are organized under the laws of foreign countries and whose actual management is conducted outside the PRC, but have established institutions or premises in the PRC, or have no such established institutions or premises but have income generated from inside the PRC. Under the EIT Law and relevant implementing regulations, a uniform enterprise income tax rate of 25% is applied to these enterprises. If non-resident enterprises have not formed permanent establishments or premises in the PRC, or if they have formed permanent establishment or premises in the PRC but there is no actual relationship between the relevant income derived in the PRC and the established institutions or premises set up by them, however, enterprise income tax is set at the rate of 10% with respect to their income generated from inside the PRC. According to the Notice of the Ministry of Finance and the State Administration of Taxation on Implementing the Inclusive Tax Deduction and Exemption Policies for Small and Micro-Sized Enterprises, or “MOF and SAT Notice 13,” from January 1, 2019 to December 31, 2021, an enterprise qualifies as a small-scale and low-profit enterprise if it does not conduct business in a restricted or prohibited industry and it meets the following conditions: (1) having no more than RMB3,000,000 (approximately $439,800) in annual taxable income; (2) having no more than 300 employees; and (3) having no more than RMB50,000,000 (approximately $7,330,000) in total assets. MOF and SAT Notice 13 also provides an enterprise income tax rate of 5% on a small-scale and low-profit enterprise’s annual taxable income that is less than RMB1,000,000 (approximately $146,600) and an enterprise income tax rate of 10% on the enterprise’s annual taxable income more than RMB1,000,000 (approximately $146,600) but less than RMB3,000,000 (approximately $439,800). As of June 30, 2023, WFOE, Xiamen Pop Culture, and Guangzhou Shuzhi were subject to enterprise income tax at the rate of 25%, and the rest of our PRC subsidiaries and the PRC operating entities were subject to preferential tax rates because they were recognized as small-scale and low-profit enterprises.
Value-Added Tax (“VAT”)
The Provisional Regulations of the PRC on Value-added Tax were promulgated by the State Council on December 13, 1993, and were most recently amended on November 19, 2017. The Detailed Rules for the Implementation of the Provisional Regulations of the PRC on Value-added Tax (Revised in 2011) were promulgated by MOF on December 25, 1993, and were recently amended on October 28, 2011 (together with the VAT Regulations, the “VAT Law”). On April 4, 2018, MOF and SAT jointly promulgated the Circular on Adjustment of Value-Added Tax Rates, or “MOF and SAT Circular 32.” On March 20, 2019, MOF, SAT, and General Administration of Customs, or “GAC,” jointly issued a Circular on Relevant Polices for Deepening Value-added Tax Reform, which became effective on April 1, 2019. According to the abovementioned laws and circulars, all enterprises and individuals engaged in the sale of goods, the provision of processing, repair and replacement services, sales of services, intangible assets, real property, and the importation of goods within the territory of the PRC are taxpayers of VAT. The VAT rates generally applicable are simplified as 13%, 9%, 6%, and 0%, and the VAT rate applicable to the small-scale taxpayers is 3%. As of June 30, 2023, Shenzhen Pop, Shenzhen Jam Box, Pop Sikai, Zhongpu Shuyuan, Pop Investment, Fujian Shuzhi, Hualiu Digital and Xiamen Qiqin were subject to the VAT rate of 3% because of their small-scale taxpayer status, and the rest of our PRC subsidiaries and the PRC operating entities were subject to VAT at the rate of 6% for services provided.
Withholding Tax
The EIT Law provides that, beginning from January 1, 2008, an income tax rate of 10% will normally be applicable to dividends declared to non-PRC resident investors which do not have an establishment or place of business in the PRC, or which have such establishment or place of business but the relevant income is not effectively connected with the establishment or place of business, to the extent such dividends are derived from sources within the PRC.
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Pursuant to the Double Tax Avoidance Arrangement and other applicable PRC laws, if a Hong Kong resident enterprise is determined by the competent PRC tax authority to have satisfied the relevant conditions and requirements under such Double Tax Avoidance Arrangement and other applicable laws, the 10% withholding tax on the dividends the Hong Kong resident enterprise receives from a PRC resident enterprise may be reduced to 5%. Based on the SAT Circular 81 issued on February 20, 2009 by the SAT, however, if the relevant PRC tax authorities determine, in their discretion, that a company benefits from such reduced income tax rate due to a structure or arrangement that is primarily tax-driven, such PRC tax authorities may adjust the preferential tax treatment. According to the Circular on Several Questions Regarding the “Beneficial Owner” in Tax Treaties, which was issued on February 3, 2018 by the SAT and took effect on April 1, 2018, when determining the applicant’s status of the “beneficial owner” regarding tax treatments in connection with dividends, interests, or royalties in the tax treaties, several factors, including without limitation, whether the applicant is obligated to pay more than 50% of his or her income in 12 months to residents in third country or region, whether the business operated by the applicant constitutes the actual business activities, and whether the counterparty country or region to the tax treaties does not levy any tax or grant tax exemption on relevant incomes or levy tax at an extremely low rate, will be taken into account, and it will be analyzed according to the actual circumstances of the specific cases. This circular further provides that an applicant who intends to prove his or her status of the “beneficial owner” shall submit the relevant documents to the relevant tax bureau according to the Announcement on Issuing the Measures for the Administration of Non-Resident Taxpayers’ Enjoyment of the Treatment under Tax Agreements.
Tax on Indirect Transfer
On February 3, 2015, the SAT issued SAT Circular 7. Pursuant to SAT Circular 7, an “indirect transfer” of assets, including equity interests in a PRC resident enterprise, by non-PRC resident enterprises, may be reclassified and treated as a direct transfer of PRC taxable assets, if such arrangement does not have a reasonable commercial purpose and was established for the purpose of avoiding payment of PRC enterprise income tax. As a result, gains derived from such indirect transfer may be subject to PRC enterprise income tax. When determining whether there is a “reasonable commercial purpose” of the transaction arrangement, features to be taken into consideration include, inter alia, whether the main value of the equity interest of the relevant offshore enterprise derives directly or indirectly from PRC taxable assets; whether the assets of the relevant offshore enterprise mainly consist of direct or indirect investment in China or if its income is mainly derived from China; and whether the offshore enterprise and its subsidiaries directly or indirectly holding PRC taxable assets have real commercial nature which is evidenced by their actual function and risk exposure. According to SAT Circular 7, where the transferee fails to withhold any or sufficient tax, the transferor shall declare and pay such tax to the tax authority by itself within the statutory time limit. Late payment of applicable tax will subject the transferor to default interest. SAT Circular 7 does not apply to transactions of sale of shares by investors through a public stock exchange where such shares were acquired on a public stock exchange. On October 17, 2017, the SAT issued SAT Circular 37, which further elaborates the relevant implemental rules regarding the calculation, reporting, and payment obligations of the withholding tax by the non-resident enterprises. Nonetheless, there remain uncertainties as to the interpretation and application of SAT Circular 7. SAT Circular 7 may be determined by the tax authorities to be applicable to our offshore transactions or sale of our shares or those of our offshore subsidiaries where non-resident enterprises, being the transferors, were involved. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—We face uncertainty with respect to indirect transfers of equity interests in PRC resident enterprises by their non-PRC holding companies.”
Regulations Related to Employment and Social Welfare
Employment
The Labor Law of the PRC, which was promulgated on July 5, 1994, effective since January 1, 1995, and most recently amended on December 29, 2018, the Labor Contract Law of the PRC, which was promulgated on June 29, 2007, and amended on December 28, 2012, and the Implementation Regulations of the Labor Contract Law of the PRC, which was promulgated on September 18, 2008, are the principal regulations that govern employment and labor matters in the PRC. Under the above regulations, labor contracts shall be concluded in writing if labor relationships are to be or have been established between employers and the employees. Employers are prohibited from forcing employees to work above certain time limit and employers shall pay employees for overtime work in accordance to national regulations. In addition, wages may not be lower than the local minimum wage. Employers must establish a system for labor safety and sanitation, strictly abide by state standards, and provide relevant education to its employees. Employees are also required to work in safe and sanitary conditions.
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Social Insurance and Housing Fund
Under the Social Insurance Law of the PRC that was promulgated by the SCNPC on October 28, 2010 and came into force as of July 1, 2011, and most recently amended on December 29, 2018, together with other laws and regulations, employers are required to pay basic pension insurance, unemployment insurance, basic medical insurance, employment injury insurance, maternity insurance, and other social insurance for its employees at specified percentages of the salaries of the employees, up to a maximum amount specified by the local government regulations from time to time. On July 20, 2018, the General Office of the State Council issued the Plan for Reforming the State and Local Tax Collection and Administration Systems, which stipulated that the SAT will become solely responsible for collecting social insurance premiums. When an employer fails to fully pay social insurance premiums, relevant social insurance collection agency shall order it to make up for any shortfall within a prescribed time limit, and may impose a late payment fee at the rate of 0.05% per day of the outstanding amount from the due date. If such employer still fails to make up for the shortfalls within the prescribed time limit, the relevant administrative authorities shall impose a fine of one to three times the outstanding amount upon such employer.
In accordance with the Regulations on the Management of Housing Fund which was promulgated by the State Council in 1999 and recently amended in 2019, employers must register at the designated administrative centers and open bank accounts for depositing employees’ housing funds. Employer and employee are also required to pay and deposit housing funds, with an amount no less than 5% of the monthly average salary of the employee in the preceding year in full and on time.
As of the date of this annual report, the PRC operating entities have not made adequate social insurance and housing fund contributions for all employees. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—The PRC operating entities have not made adequate social insurance and housing fund contributions for all employees as required by PRC regulations, which may subject them to penalties.”
Regulations Related to Mergers and Acquisitions and Overseas Listings
On August 8, 2006, six PRC governmental and regulatory agencies, including MOFCOM and the CSRC, promulgated the M&A Rules governing the mergers and acquisitions of domestic enterprises by foreign investors, which became effective on September 8, 2006 and was amended on June 22, 2009. The M&A Rules, among other things, require that offshore SPVs that are controlled by PRC companies or individuals and that have been formed for overseas listing purposes through acquisitions of PRC domestic interest held by such PRC companies or individuals, to obtain the approval of the CSRC prior to publicly listing their securities on an overseas stock exchange.
Our PRC counsel, AllBright, has advised us that, based on its understanding of current PRC laws, rules, and regulations, and the M&A Rules, the CSRC approval is not required for the listing and trading of our Class A Ordinary Shares on the Nasdaq Capital Market in the context of our initial public offering because: (i) Heliheng was established by means of direct investment rather than by a merger with or an acquisition of any PRC domestic companies as defined under the M&A Rules, and was not a PRC domestic company as defined under the M&A Rules, and (ii) no explicit provision in the M&A Rules classifies the respective the VIE Agreements as a type of acquisition transaction falling under the M&A Rules. Notwithstanding the above opinion, our PRC counsel, AllBright, has further advised us that uncertainties still exist as to how the M&A Rules will be interpreted and implemented and its opinions summarized above are subject to any new laws, rules, and regulations or detailed implementations and interpretations in any form relating to the M&A Rules. If the CSRC or other PRC regulatory agencies subsequently determine that prior CSRC approval was required, we may face regulatory actions or other sanctions from the CSRC or other PRC regulatory agencies. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—The approval of the CSRC may be required in connection with our offerings under a regulation adopted in August 2006, and, if required, we cannot assure you that we will be able to obtain such approval, in which case we may face sanctions by the CSRC or other PRC regulatory agencies for failure to seek the CSRC approval for our offerings.”
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On February 17, 2023, the CSRC promulgated the Trial Measures and five supporting guidelines, which came into effect on March 31, 2023. Pursuant to the Trial Measures, domestic companies that seek to offer or list securities overseas, both directly and indirectly, shall complete filing procedures with the CSRC pursuant to the requirements of the Trial Measures within three working days following its submission of initial public offerings or listing application. If a domestic company fails to complete required filing procedures or conceals any material fact or falsifies any major content in its filing documents, such domestic company may be subject to administrative penalties, such as an order to rectify, warnings, fines, and its controlling shareholders, actual controllers, the person directly in charge and other directly liable persons may also be subject to administrative penalties, such as warnings and fines.
The Trial Measures establish a list outlining the circumstances where a PRC enterprise is prohibited from offering and listing securities overseas, and the CSRC has the authority to block offshore listings that: (i) are explicitly prohibited by laws; (ii) may endanger national security as determined by relevant competent departments under the State Council; (iii) involve criminal offenses that disrupting PRC economy such as corruption, bribery, embezzlement, or misappropriation of property by the issuer, the controlling shareholder, and/or actual controller in the recent three years; (iv) involve the issuer under investigations for suspicion of criminal offenses or major violations of laws and regulations; or (v) involve material ownership disputes over the shares held by the controlling shareholder or by other shareholders that are controlled by the controlling shareholder and/or actual controller. An issuer seeking direct or indirect overseas listing is also required to undergo national security review or obtain clearance from relevant authorities if necessary before making any application with overseas regulator or listing venue. Where an overseas securities regulator investigates and collects evidence relating to the overseas offering and listing of a PRC enterprise and related activities, and requests the CSRC for cooperation in accordance with the cross-border supervision and management cooperation mechanism, the CSRC may provide necessary assistance according to law and based on the principle of reciprocity. Our application for listing in Nasdaq does not fall under the circumstance that such overseas listing is prohibited by the Trial Measures, nor do we need to go through the review such as security review or clearance approval from relevant authorities.
According to the CSRC Notice, the domestic companies that have already been listed overseas before the effective date of the Trial Measures (namely, March 31, 2023) shall be deemed as Existing Issuers. Existing Issuers are not required to complete the filing procedures immediately, and they shall be required to file with the CSRC for any subsequent offerings.
Based on the foregoing, as our registration statement on Form F-1 was declared effective on June 29, 2021 and we completed our initial public offering and listing on July 2, 2021, we are currently not required to complete the filing procedures pursuant to the Trial Measures. However, in the event that we undertake new offerings or fundraising activities in the future, we may be required to complete the filing procedures.
On February 24, 2023, the CSRC, together with the MOF, National Administration of State Secrets Protection, and National Archives Administration of China, revised the Provisions issued by the CSRC and National Administration of State Secrets Protection and National Archives Administration of China in 2009. The revised Provisions were issued under the title the “Provisions on Strengthening Confidentiality and Archives Administration of Overseas Securities Offering and Listing by Domestic Companies,” and came into effect on March 31, 2023 together with the Trial Measures. One of the major revisions to the revised Provisions is expanding their application to cover indirect overseas offering and listing, as is consistent with the Trial Measures. The revised Provisions require that, among other things, (a) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals or entities, including securities companies, securities service providers, and overseas regulators, any documents and materials that contain state secrets or working secrets of government agencies, shall first obtain approval from competent authorities according to law, and file with the secrecy administrative department at the same level; and (b) a domestic company that plans to, either directly or indirectly through its overseas listed entity, publicly disclose or provide to relevant individuals and entities, including securities companies, securities service providers, and overseas regulators, any other documents and materials that, if leaked, will be detrimental to national security or public interest, shall strictly fulfill relevant procedures stipulated by applicable national regulations. Any failure or perceived failure by our Company, our subsidiaries, or the VIE and its subsidiaries to comply with the above confidentiality and archives administration requirements under the revised Provisions and other PRC laws and regulations may result in the relevant entities being held legally liable by competent authorities, and referred to the judicial organ to be investigated for criminal liability if suspected of committing a crime.
The Opinions, the Trial Measures, the revised Provisions, and any related implementing rules to be enacted may subject us to additional compliance requirements in the future.
See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—The Chinese government may exert more oversight and control over overseas public offerings conducted by China-based issuers, which could significantly limit or completely hinder our ability to offer or continue to offer our securities to investors and could cause the value of our securities to significantly decline or become worthless.”
C. Organizational Structure
See “—A. History and Development of the Company.”
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D. Property, Plants and Equipment
See “—B. Business Overview—Facilities.”
Item 4A. UNRESOLVED STAFF COMMENTS
Not applicable.
Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The following discussion of our financial condition and results of operations is based upon and should be read in conjunction with our consolidated financial statements and their related notes included in this annual report. This report contains forward-looking statements. In evaluating our business, you should carefully consider the information provided under the caption “Item 3. Key Information—D. Risk Factors” in this annual report. We caution you that our businesses and financial performance are subject to substantial risks and uncertainties.
A. Operating Results
Results of Operations for the Fiscal Years Ended June 30, 2023, 2022, and 2021
| For the Fiscal Years Ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| REVENUE, NET | $ | 18,543,243 | $ | 32,281,543 | $ | 25,526,557 | ||||||
| Cost of revenue | 22,206,058 | 26,036,011 | 18,302,494 | |||||||||
| GROSS PROFIT | (3,662,815 | ) | 6,245,532 | 7,224,063 | ||||||||
| Selling and marketing | 4,646,875 | 380,723 | 133,387 | |||||||||
| General and administrative | 6,308,898 | 4,448,342 | 1,258,750 | |||||||||
| Impairment | 1,109,194 | - | - | |||||||||
| Research and development Expenses | 8,694,836 | - | - | |||||||||
| Total operating expenses | 20,759,803 | 4,829,065 | 1,392,137 | |||||||||
| INCOME FROM OPERATIONS | (24,422,618 | ) | 1,416,467 | 5,831,926 | ||||||||
| Other (expenses) income: | ||||||||||||
| Interest expenses, net | (216,558 | ) | (235,327 | ) | (243,458 | ) | ||||||
| Other (expenses) income, net | 56,044 | 377,979 | 95,946 | |||||||||
| Total other expenses, net | (160,514 | ) | 142,652 | ) | (147,512 | ) | ||||||
| INCOME BEFORE INCOME TAX PROVISION | (24,583,132 | ) | 1,559,119 | 5,684,414 | ||||||||
| Provision for income taxes | 674,564 | 871,231 | 1,416,872 | |||||||||
| NET INCOME | (25,257,696 | ) | 687,888 | 4,267,542 | ||||||||
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Comparison of Results of Operations for the Fiscal Years Ended June 30, 2023 and 2022
Revenue
Our revenue for the fiscal years ended June 30, 2023 and 2022 was derived from the following sources:
| For the Fiscal Years Ended June 30, | Change | |||||||||||||||||||||||
| 2023 | % | 2022 | % | Amount | % | |||||||||||||||||||
| Event Hosting | $ | 4,348,303 | 23.5 | % | $ | 14,711,787 | 45.6 | % | $ | (10,363,484 | ) | (70.4 | )% | |||||||||||
| Brand Promotion | 9,650,274 | 52.0 | % | 8,733,764 | 27.1 | % | 916,509 | 10.5 | % | |||||||||||||||
| Event Planning and Execution | 4,132,477 | 22.3 | % | 8,420,328 | 26.1 | % | (4,287,851 | ) | (50.9 | )% | ||||||||||||||
| Other Services | 412,189 | 2.2 | % | 415,664 | 1.2 | % | (3,475 | ) | (0.8 | )% | ||||||||||||||
| Total revenue | $ | 18,543,243 | 100.0 | % | $ | 32,281,543 | 100.0 | % | $ | (13,738,300 | ) | (42.6 | )% | |||||||||||
Total revenue decreased by $13.74 million, or 43%, from $32.28 million for the fiscal year ended June 30, 2022 to $18.54 million for the fiscal year ended June 30, 2023.
Revenue of event hosting decreased by $10.36 million, or 70%, comparing with last year as 2022 Popcity Music Festival, 2022 Mini Master, 2022 Super Hip-Hop Dream and 2022 China Battle Championships failed to generate enough sponsorship income due to impact of the COVID-19 pandemic. Revenue of event planning and execution decreased by $4.29 million, or 51%, comparing with last year mainly also due to the impact of the COVID-19 pandemic. Revenue of brand promotion increased by $0.92 million, or 10%, comparing with last year.
The average service prices by category of event hosting and event planning and execution for the fiscal years ended June 30, 2023 and 2022 were as follows:
| For the Fiscal Year Ended June 30, 2023 | ||||||||||||||
| Average price | ||||||||||||||
| Type | Number of events | Sponsorship fee | Planning and execution service fees | |||||||||||
| Event Hosting | Dance competition | 29 | $ | 135,076 | - | |||||||||
| Music festival and promotional party | 1 | $ | 250,000 | - | ||||||||||
| Online hip-hop program | - | $ | - | - | ||||||||||
| Event Planning and Execution | 93 | 4,132,480 | ||||||||||||
| For the Fiscal Year Ended June 30, 2022 | ||||||||||||||
| Average price | ||||||||||||||
| Type | Number of events | Sponsorship fee | Planning and execution service fees | |||||||||||
| Event Hosting | Dance competition | 28 | $ | 328,555 | - | |||||||||
| Music festival and promotional party | 30 | $ | 858,211 | - | ||||||||||
| Online hip-hop program | 2 | $ | 518,799 | - | ||||||||||
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Cost of revenue
Our cost of revenue for the fiscal years ended June 30, 2023 and 2022 was derived from the following sources:
| For the Fiscal Years Ended June 30, | Change | |||||||||||||||||||||||
| 2023 | % | 2022 | % | Amount | % | |||||||||||||||||||
| Event Hosting | $ | 9,235,071 | 41.6 | % | $ | 11,083,284 | 42.6 | % | $ | (1,848,213 | ) | (16.7 | )% | |||||||||||
| Brand Promotion | 9,423,096 | 42.4 | % | 7,091,705 | 27.2 | % | 2,331,391 | 32.9 | % | |||||||||||||||
| Event Planning and Execution | 3,423,606 | 15.4 | % | 7,539,494 | 29.0 | % | (4,115,888 | ) | (54.6 | )% | ||||||||||||||
| Other Services | 124,285 | 0.6 | % | 321,528 | 1.2 | % | (197,243 | ) | (61.3 | )% | ||||||||||||||
| Total Cost of Revenue | $ | 22,206,058 | 100.0 | % | $ | 26,036,011 | 100.0 | % | $ | (3,829,953 | ) | (14.7 | )% | |||||||||||
Cost of revenue for the fiscal year ended June 30, 2023 decreased by 15% from $26,036,011 for the fiscal year ended June 30, 2022 to $22,206,058 for the fiscal year ended June 30, 2023.
Cost of revenue for event hosting decreased by 17% from $11.08 million for the fiscal year ended June 30, 2022 to $9.24 million for the fiscal year ended June 30, 2023. It is mainly attributable to the decrease in the event hosting revenue and the number of our own promotion events, such as Popcity Music Festival, Mini Master, Super Hip-Hop Dream, and China Battle Championships.
Cost of revenue for brand promotion increased by 33% from $7.09 million for the fiscal year ended June 30, 2022 to $9.42 million for the fiscal year ended June 30, 2023. The increase was because a large proportion of the brand promotion business was online nature with higher implementation costs and lower margin. In addition, the volume of our brand promotion services increased by 10.5%, which led to even higher costs.
Cost of revenue for event planning and execution decreased by 55% from $7.54 million for the fiscal year ended June 30, 2022 to $3.42 million for the fiscal year ended June 30, 2023. It was in line with the revenue decrease in event planning and execution.
Gross profit and gross margin
Our gross profit and gross margins for the fiscal years ended June 30, 2023 and 2022 are shown in the following table:
| For the Fiscal Years Ended June 30, | ||||||||||||||||||||||||||||||||
| 2023 | 2022 | Change | ||||||||||||||||||||||||||||||
| Amount | % | GP% | Amount | % | GP % | Amount | % | |||||||||||||||||||||||||
| Event Hosting | $ | (4,886,768 | ) | 133.4 | % | (112.4 | )% | $ | 3,628,503 | 58.1 | % | 24.7 | % | $ | (8,515,271 | ) | (234.7 | )% | ||||||||||||||
| Brand Promotion | 227,178 | (6.2 | )% | 2.4 | % | 1,642,059 | 26.3 | % | 18.8 | % | (1,414,881 | ) | (86.2 | )% | ||||||||||||||||||
| Event Planning and Execution | 708,871 | (19.4 | )% | 17.2 | % | 880,834 | 14.1 | % | 10.5 | % | (171,963 | ) | (19.5 | )% | ||||||||||||||||||
| Other services | 287,905 | (7.8 | )% | 69.8 | % | 94,136 | 1.5 | % | 22.6 | % | 193,768 | 205.8 | % | |||||||||||||||||||
| Total gross profit | $ | (3,662,815 | ) | 100.0 | % | (19.8 | )% | $ | 6,245,532 | 100.0 | % | 19.3 | % | $ | (9,908,347 | ) | (158.6 | )% | ||||||||||||||
There was a gross loss of $3.66 million in the current fiscal year compared with income of $6.25 million in last year, a decline of $9.91 million.
The decline of event hosting margin was mainly because the PRC operating entities incurred high cost on advertising and promotion activities (which increased by 55% over last fiscal year), but the revenue generated was not ideal (which decreased by 70% over last fiscal year).
The decline of brand promotion margin was because in fiscal 2023, larger proportion of the revenue was from integrated online marketing and promotion with lower margin, while in fiscal 2022, most of them was from offline activities with higher margin.
The increase in event planning and execution margin was mainly due to most of the activities being conducted by the in-house employees of the PRC operating entities. The margin of this part of business was over 63.8%.
The increase in other services margin was mainly because in fiscal 2023, the amount of revenue from software service and digital collection under this category increased, while the corresponding cost, amortization of software development over the fixed term did not increase.
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Operating expenses
The following table sets forth the breakdown of our operating expenses for the fiscal years ended June 30, 2023 and 2022:
| For the Fiscal Years Ended June 30, | Change | |||||||||||||||||||||||
| 2023 | % | 2022 | % | Amount | % | |||||||||||||||||||
| Selling and marketing expenses | $ | 4,646,876 | 22.4 | % | $ | 380,723 | 7.9 | % | $ | 4,266,152 | 1120.5 | % | ||||||||||||
| General and administrative expenses | 6,308,898 | 30.4 | % | 4,448,342 | 92.1 | % | 1,860,556 | 41.8 | % | |||||||||||||||
| Impairment loss | 1,109,194 | 5.3 | % | - | - | % | 1,109,194 | 100.0 | % | |||||||||||||||
| Research and development expenses | 8,694,836 | 41.9 | % | - | - | % | 8,694,836 | 100.0 | % | |||||||||||||||
| Total expenses | $ | 20,759,424 | 100.0 | % | $ | 4,829,065 | 100.0 | % | $ | 15,930,738 | 329.9 | % | ||||||||||||
Selling and marketing expenses
Selling and marketing expenses increased by 1,121% from $380,723 for the fiscal year ended June 30, 2022 to $4,646,876 in fiscal year 2023. Increased spending was mainly on multi-channel network (“MCN”) promotion costs, which are expenses to promote the PRC operating entities’ future business plan related to MCN. The PRC operating entities enter into cooperation agreements with influencers in the hip-top fields (including street dance, dance, skating, and street basketball) and assist them in creating and posting their videos on popular social media platforms in China, such as Douyin. The PRC operating entities expect to generate marketing and promoting revenue in the future through promoting these influencers and share earnings with them.
General and administrative expenses
General and administrative expenses increased by 42% from $4,448,342 for the fiscal year ended June 30, 2022 to $6,308,898 for the fiscal year ended June 30, 2023. This was attributable to the bad debt provision of $1.4 million and renovation expenses of $0.6 million for the terminated space.
Impairment loss was $1.1 million, which was attributable to the 100% allowance provision for Move IT as the project was not commenced in the fiscal year ended June 30, 2023 due to the low customer volume.
Research and development expenses increased by 100% from $0 for the fiscal year ended June 30, 2022 to $8,694,836 for the fiscal year ended June 30, 2023, mainly due to the intellectual property and copyright expenses for Wuxia.
Wuxia stands for a new intellectual property element Wuxia (dance/wuxia) created by the PRC operating entities, integrating hip-hop activities, dance (Wu) competition operated by PRC operating entities, and China’s specific culture of martial arts (Wu) and chivalrous (Wu) person. The PRC operating entities plan to create Wuxia Metaverse platform-related digital collection products and NFT products, from this concept.
Income tax expenses
Income tax expenses amounted to $674,564 and $871,231 for the fiscal years ended June 30, 2023 and 2022, respectively.
The difference in the income tax expenses for fiscal year 2023 compared to the income tax expenses for fiscal year 2022 resulted primarily from accrued regular income tax in fiscal year 2023 and a preferential tax rate that the PRC subsidiaries were entitled to.
Net income
As a result of the foregoing, our net loss for the fiscal years ended June 30, 2023 was $25.26 million comparing with net income of $0.69 million last year.
Non-Current Assets
We recorded non-current assets of $6,941,757 as of June 30, 2023. The table below sets forth our non-current assets as of the dates indicated
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Non-current assets: | ||||||||
| Property and equipment, net | $ | 844,614 | $ | 71,763 | ||||
| Intangible assets, net | 119,518 | 2,204,411 | ||||||
| Operating right-of-use assets | 84,892 | 461,399 | ||||||
| Prepaid Taxes | 621,990 | 332,022 | ||||||
| Deferred tax assets | - | 457,649 | ||||||
| Other non-current assets | 5,120,599 | 10,009,200 | ||||||
| Total non-current assets | 6,791,614 | 13,536,444 | ||||||
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Our non-current assets decreased from $13.54 million as of June 30, 2022 to $6.79 million as of June 30, 2023 mainly because of the following reasons:
| (i) | Other non-current assets decreased from $10.01 million as of June 30, 2022 to $5.12 million as of June 30, 2023 because the following two entrusting development projects were completed in fiscal year 2023: (a) the overall planning and design of a metaverse platform, including the layout, framework design, space architecture and role creation, NFT trading system, social interaction system, other subsystems, and technical training with New Continental Technology Inc. in the amount of $4.6 million, and (b) planning, designing, and developing no less than 30 NFT products with corresponding images and no less than five metaverse battle scenes with the theme of martial arts/kungfu culture and dancer/hip-hop culture with China America Culture Media Inc. in the amount of $4 million. Due to the uncertainties of revenue generation from the two projects, the management of the Company decided to expense the two items in the research and development account. |
| (ii) | Intangible assets, net, decreased from $2.20 million as of June 30, 2022 to $0.12 million as of June 30, 2023, primarily due to 100% allowance provision in amount of $1.1 million for Move IT as the project was not commenced in fiscal year 2023 due to the low customer volume. |
Comparison of Results of Operations for the Fiscal Years Ended June 30, 2022 and 2021
Revenue
Our revenue for the fiscal years ended June 30, 2022 and 2021 was derived from the following sources:
| For the Fiscal Years Ended June 30, | Change | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| Event Hosting | $ | 14,711,787 | 45.6 | % | $ | 14,978,643 | 58.7 | % | $ | (266,856 | ) | (1.8 | )% | |||||||||||
| Brand Promotion | 8,733,764 | 27.1 | % | 750,315 | 2.9 | % | 7,983,449 | 1,064.0 | % | |||||||||||||||
| Event Planning and Execution | 8,420,328 | 26.1 | % | 9,196,773 | 36.0 | % | (776,445 | ) | (8.4 | )% | ||||||||||||||
| Other Services | 415,664 | 1.2 | % | 600,826 | 2.4 | % | (185,162 | ) | (30.8 | )% | ||||||||||||||
| Total revenue | $ | 32,281,543 | 100.0 | % | $ | 25,526,557 | 100.0 | % | $ | 6,754,986 | 26.5 | % | ||||||||||||
Our total revenue for fiscal year ended June 30, 2022 reached $32,281,543, an increase of 26% year-over-year compared with $25,526,557 in fiscal year 2021.
For event hosting, we experienced a year-over-the-year decrease by 2% from $14,978,643 for the fiscal year ended June 30, 2021 to $14,711,787 in fiscal year 2022, primarily because the PRC operating entities postponed most of their Move It campaigns until July 2022 due to the COVID-19 pandemic.
During the fiscal year ended June 30, 2022, the PRC operating entities hosted 28 dance competition events, 30 music festivals and promotional parties, and two online hip-hop programs, with an average event sponsorship fee of $328,555, $858,211, and $518,799, respectively. The PRC operating entities attracted an aggregate of 203,233 hip-hop event participants and more than 210 million online hip-hop program views during the fiscal year ended June 30, 2022. During the fiscal year ended June 30, 2021, the PRC operating entities hosted 35 dance competition events, 29 music festivals and promotional parties, and four online hip-hop programs, with an average event sponsorship fee of $213,670, $125,884, and $962,391, respectively. The PRC operating entities attracted an aggregate of 159,200 hip-hop event participants and more than 314 million online hip-hop program views during the fiscal year ended June 30, 2021.
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Event planning and execution revenue decreased by 8% from $9,196,773 for the fiscal year ended June 30, 2021 to $8,420,328 in fiscal year 2022, primarily attributable to a decrease in the number and size of the events the PRC operating entities undertook. During the fiscal year ended June 30, 2022, the PRC operating entities executed 58 events with an average planning and execution service fee of $145,178 per event, compared with 60 events executed with an average planning and execution service fee of $153,280 per event during the fiscal year ended June 30, 2021.
Brand promotion revenue for the fiscal year ended June 30, 2022 was $8,733,764, an increase of 1,064% from $750,315 for fiscal year 2021. This was generated from clients increasing investment in online platforms like TikTok, Kuaishou, and Xigua.
Other services revenue mainly comes from the following three areas: digital collection sales to individual collectors, music recording services to a corporate client, and SaaS software services to hip-hop dance training institutions. There was no such revenue in fiscal year 2021.
In fiscal year of 2022, other service revenue included music recording service income, digital collection sales income, and SaaS software service income. Other service revenue for the fiscal year ended June 30, 2022 was $415,664, a decrease of 31% from fiscal year 2021. Compared with 2021, the PRC operating entities generated revenue from certain newly developed businesses, including $350,886 from music recording services, $55,536 from digital collection sales, and $9,242 from SaaS software services in fiscal year 2022.
The average service prices by category of event hosting and event planning and execution for the fiscal years ended June 30, 2022 and 2021 were as follows:
| For the Fiscal Year Ended June 30, 2022 | ||||||||||||||
| Average price | ||||||||||||||
| Type | Number of events | Sponsorship fee | Planning and execution service fees | |||||||||||
| Event Hosting | Dance competition | 28 | $ | 328,555 | - | |||||||||
| Music festival and promotional party | 30 | $ | 858,211 | - | ||||||||||
| Online hip-hop program | 2 | $ | 518,799 | - | ||||||||||
| Event Planning and Execution | 58 | 145,178 | - | |||||||||||
| For the Fiscal Year Ended June 30, 2021 | ||||||||||||||
| Average price | ||||||||||||||
| Type | Number of events | Sponsorship fee | Planning and execution service fees | |||||||||||
| Event Hosting | Dance competition | 35 | $ | 213,670 | - | |||||||||
| Music festival and promotional party | 29 | $ | 125,884 | - | ||||||||||
| Online hip-hop program | 4 | $ | 962,391 | - | ||||||||||
| Event Planning and Execution | 60 | - | $ | 153,280 | ||||||||||
Cost of revenue
Our cost of revenue for the fiscal years ended June 30, 2022 and 2021 was derived from the following sources:
| For the Fiscal Years Ended June 30, | Change | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| Event Hosting | $ | 11,083,284 | 42.6 | % | $ | 10,345,925 | 56.5 | % | $ | 737,359 | 7.1 | % | ||||||||||||
| Brand Promotion | 7,091,705 | 27.2 | % | 366,433 | 2.0 | % | 6,725,272 | 1835.3 | % | |||||||||||||||
| Event Planning and Execution | 7,539,494 | 29.0 | % | 7,553,522 | 41.3 | % | (14,028 | ) | (0.2 | )% | ||||||||||||||
| Other Services | 321,528 | 1.2 | % | 36,614 | 0.2 | % | 284,914 | 778.2 | % | |||||||||||||||
| Total Cost of Revenue | $ | 26,036,011 | 100.0 | % | $ | 18,302,494 | 100.0 | % | $ | 7,733,517 | 42.3 | % | ||||||||||||
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Cost of revenue for the fiscal year ended June 30, 2022 increased by 42% from $18,302,494 for the fiscal year ended June 30, 2021 to $26,036,011 in fiscal year 2022.
Cost of brand promotion increased by 1,835% from $366,433 for the fiscal year ended June 30, 2021 to $ 7,091,705 in fiscal year 2022 which was in line with the increase in revenue.
Cost of event hosting increased by 7% from $10,345,925 for the fiscal year ended June 30, 2021 to $11,083,284 in fiscal year 2022, primarily due to the impact of the COVID-19 pandemic. Cost of event hosting mainly included staff costs, venue rental fees, stage construction costs, actor performance compensations, online program production costs, and other miscellaneous expenses.
Cost of event planning and execution decreased by 0.2% from $7,553,522 for the fiscal year ended June 30, 2021 to $7,539,494 in fiscal year 2022, proportionately with the decrease of revenue due to the less events executed. Cost of event planning and execution mainly included third-party event service provider fees, supply materials expenses, venue rental fees, and actor performance expenses.
Gross profit and gross margin
Our gross profit and gross margins for the fiscal years ended June 30, 2022 and 2021 are shown in the following table:
| For the Fiscal Years Ended June 30, | ||||||||||||||||||||||||||||||||
| 2022 | 2021 | Change | ||||||||||||||||||||||||||||||
| Amount | % | GP% | Amount | % | GP % | Amount | % | |||||||||||||||||||||||||
| Event Hosting | $ | 3,628,503 | 58.1 | % | 24.7 | % | $ | 4,632,718 | 64.2. | % | 30.9 | % | $ | (1,004,215 | ) | (21.7 | )% | |||||||||||||||
| Brand Promotion | 1,642,059 | 26.3 | % | 18.8 | % | 383,882 | 5.3 | % | 51.2 | % | 1,258,177 | 327.8 | % | |||||||||||||||||||
| Event Planning and Execution | 880,834 | 14.1 | % | 10.5 | % | 1,643,251 | 22.7 | % | 17.9 | % | (762,417 | ) | (46.4 | )% | ||||||||||||||||||
| Other services | 94,136 | 1.5 | % | 22.6 | % | 564,212 | 7.8 | % | 93.9 | % | (470,076 | ) | (83.3 | )% | ||||||||||||||||||
| Total gross profit | $ | 6,245,532 | 100.0 | % | 19.3 | % | $ | 7,224,063 | 100.0 | % | 28.3 | % | $ | (978,531 | ) | (13.5 | )% | |||||||||||||||
Gross profit decreased by 14% from $7,224,063 for the fiscal year ended June 30, 2021 to $6,245,532 in fiscal year 2022. Gross margin decreased by 900 basis points from 28% for the fiscal year ended June 30, 2021 to 19% in fiscal year 2022.
Gross margin of brand promotion and event hosting decreased from 51% and 31% for the fiscal year ended June 30, 2021 to 19% and 25% for the fiscal year ended June 30, 2022, respectively, proportionally due to the impact of the COVID-19 pandemic.
Gross margin of event planning and execution decreased from 18% for the fiscal year ended June 30, 2021 to 14% for the fiscal year ended June 30, 2022, primarily due to drop in the number of events and reduced average unit price per event.
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Operating expenses
The following table sets forth the breakdown of our operating expenses for the fiscal years ended June 30, 2022 and 2021:
| For the Fiscal Years Ended June 30, | Change | |||||||||||||||||||||||
| 2022 | % | 2021 | % | Amount | % | |||||||||||||||||||
| Selling and marketing expenses | $ | 380,723 | 7.9 | % | $ | 133,387 | 9.6 | % | $ | 247,336 | 185.4 | % | ||||||||||||
| General and administrative expenses | 4,448,342 | 92.1 | % | 1,258,750 | 90.4 | % | 3,189,592 | 253.4 | % | |||||||||||||||
| Total expenses | $ | 4,829,065 | 100.0 | % | $ | 1,392,137 | 100.0 | % | $ | 3,436,928 | 246.9 | % | ||||||||||||
Selling and marketing expenses
Selling and marketing expenses increased by 185% from $133,387 for the fiscal year ended June 30, 2021 to $380,723 in fiscal year 2022. Increased spending was mainly on sales and marketing staff recruitment and compensation due to the necessity of business development.
General and administrative expenses
General and administrative expenses increased by 253% from $1,258,750 for the fiscal year ended June 30, 2021 to $4,448,342 in fiscal year 2022. This was mainly driven by two factors: management bonus for calendar year 2021 was issued in the first quarter of fiscal year 2022; a majority of legal fee occurred in fiscal year 2021 was IPO-related, thus offset as equity-settled capital reserve, while legal fees in fiscal year 2022 were recorded as administrative expenses.
Income tax expenses
Income tax expenses amounted to $871,231 and $1,416,872 for the fiscal years ended June 30, 2022 and 2021, respectively.
The difference in income tax expense for fiscal year 2022 compared to the income tax expenses for fiscal year 2021 resulted primarily from accrued regular income tax in fiscal year 2020 and a preferential tax rate that Company’s subsidiaries were entitled.
Net income
As a result of the foregoing, our net income for the fiscal years ended June 30, 2022 and 2021, was $687,888 and $4,267,542, respectively.
Non-Current Assets
We recorded non-current assets of $13,536,444 as of June 30, 2022. The table below sets forth our non-current assets as of the dates indicated
| As of June 30, | ||||||||
| 2022 | 2021 | |||||||
| Non-current assets: | ||||||||
| Property and equipment, net | $ | 71,763 | $ | 48,393 | ||||
| Intangible assets, net | 2,204,411 | 1,635,321 | ||||||
| Operating right-of-use assets | 461,399 | 194,747 | ||||||
| Prepaid Taxes | 332,022 | - | ||||||
| Deferred tax assets | 457,649 | 140,757 | ||||||
| Other non-current assets | 10,009,200 | - | ||||||
| Total non-current assets | 13,536,444 | 2,019,218 | ||||||
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Our non-current assets increased from $2,019,218 as of June 30, 2021 to $13,536,444 as of June 30, 2022 mainly because of the following reasons:
| (i) | Other non-current assets increased from $nil as of June 30, 2021 to $10,009,200 as of June 30, 2022, mainly attributable to the two entrusting development projects in the amount of $8,600,000: (a) the overall planning and design of a metaverse platform, including the layout, framework design, space architecture and role creation, NFT trading system, social interaction system, other subsystems, and technical training with New Continental Technology Inc. in the amount of $4,600,000 from February 10, 2022 to December 31, 2022; and (b) planning, designing, and developing no less than 30 NFT products with corresponding images and no less than five metaverse battle scenes with the theme of martial arts/kungfu culture and dancer/hip-hop culture with China America Culture Media Inc. in the amount of $4,000,000 from April 10, 2022 to April 9, 2023. |
| (ii) | Intangible assets, net, increased from $1,635,321 as of June 30, 2021 to $2,204,411 as of June 30, 2022, primarily due to a copyright license acquisition of “The Jungle of Dancers” from World Trade Technology LLC (the “Right Holder”). According to an agreement dated March 5, 2022, the Right Holder permits the PRC operating entities to develop and issue certain works as metaverse-related derivatives with the themes of “Wuxia” and “Dancer” and distribute them through offline activities and online information promotion for 10 years, starting from March 5, 2022, with total contract value of $1,300,000, in which $580,000 was accounted in non-current assets. |
| (iii) | Prepaid taxes increased from $nil as of June 30, 2021 to $332,022 as of June 30, 2022, due to pending deduct VAT on purchase. |
| (iv) | Deferred tax assets increased from $140,757 as of June 30, 2021 to $457,649 as of June 30, 2022. |
| (v) | Operating right-of-use assets increased from $194,747 as of June 30, 2021 to $461,399 as of June 30, 2022, mainly attributable to the office of Guangzhou Shuzhi with a lease term from January 1, 2022 to July 31, 2023. |
Factors Affecting Our Results of Operations
The PRC operating entities’ operating results are subject to general conditions typically affecting the hip-hop industry, including changes in governmental policies and laws, uneven economic development, competition from other companies in the same industry, and increases in operating costs and expenses due to inflation and other factors such as an unusual large-scale epidemic which prevents the PRC operating entities from hosting live events and concerts and providing related services. Unfavorable changes in any of these general conditions could negatively affect the PRC operating entities’ events undertaking and otherwise adversely affect their results of operations. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—Changes in China’s economic, political, or social conditions or government policies could have a material adverse effect on the PRC operating entities’ business and operations,” “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The markets in which we operate are highly competitive,” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The PRC operating entities depend on the success of live entertainment events, which are inherently susceptible to risks, and their exposure to such risks is potentially heightened as a result of the nature of entertainment events and the fan experiences they seek to create.”
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While the PRC operating entities’ business is influenced by general factors affecting their industry, their operating results are more directly affected by company-specific factors, including the following key factors:
| ● | their ability to retain the existing clients and increase new clients; | |
| ● | their ability to maintain and enhance the recognition of their brands; and | |
| ● | their ability to protect and develop their intellectual property. |
See “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—If the PRC operating entities are unable to retain the existing clients for their Event Planning and Execution and Brand Promotion businesses, our results of operations will be materially and adversely affected,” “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—In their Event Hosting business, the PRC operating entities primarily generate revenue from sponsorship. If they fail to attract more sponsors to their concerts, hip-hop events, and online hip-hop programs, or if sponsors are less willing to sponsor them, their revenue may be adversely affected,” “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The PRC operating entities’ business depends on the continued success of their brands, and if they fail to maintain and enhance the recognition of their brands, they may face difficulty increasing their network of partners and clients, and their reputation and operating results may be harmed,” and “Item 3. Key Information—D. Risk Factors—Risks Related to Our Business—The PRC operating entities could be adversely affected by a failure to protect their intellectual property or the intellectual property of their partners.”
COVID-19 Affecting Our Results of Operations
The COVID-19 pandemic has, since its initial outbreak, affected our business and results of operations in different ways. From late 2022 to early 2023, the Chinese government gradually released controls on the COVID-19 pandemic, and the PRC operating entities returned to normal operation step-by-step. Due to the COVID-19 pandemic which lasted for approximately three years, most clients of the PRC operating entities do not have enough reserve fund. As a result, their purchasing power, the capability and willingness to invest in advertising and marketing have decreased. There were changes in the ways selected by existing clients and newly acquired clients to release advertisement, including choosing advertising and marketing in the mode of offline activities, or in the mode of online releasing. Therefore, the PRC operating entities’ progress in developing markets was still affected heavily by the COVID-19 pandemic.
As of June 30, 2023, our cash and cash equivalents were $2,396,032. Our principal sources of liquidity have been cash generated from our operating activities. We believe this level of liquidity, coupled with our existing cash balance and strong monetization capabilities, is sufficient to allow us to successfully weather adverse changes and economic downturns during an extended period of uncertainty caused by the COVID-19 pandemic.
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B. Liquidity and Capital Resources
Cash Flows for the Fiscal Year Ended June 30, 2023, 2022, and 2021
As of June 30, 2023, we had cash and cash equivalents of $2,751,309, a total working capital of $19,426,168, and we had several short-term bank borrowings amounting to $5,130,115. For the fiscal year ended June 30, 2023, we had a negative cash flow of $5,962,481 in operating activities, compared with the negative cash flow of $19,365,046 for the fiscal year ended June 30, 2022.
The cash outflow of $5,962,481 in operating activities for the fiscal year ended June 30, 2023 was primarily due to the net loss of $25,257,696, a decrease in other non-current assets of $8,024,450, a decrease in accounts receivable, net of $2,034,125, and an increase in accounts payable of $1,881,259. Accounts receivable are a significant component of our working capital. The PRC operating entities usually extend to their customers credit terms of around 180 days after they successfully provide services, which is indicated by the customers’ acknowledgement of completion of the events, activities, or brand solutions by providing the PRC operating entities with completion confirmation forms, resulting in accounts receivable.
However, the turnover days for accounts receivable were negatively impact by the COVID-19 pandemic. The operation conditions of most of the PRC operating entities’ clients were adversely affected by the COVID-19 pandemic and some of their clients were unable to pay on schedule. In order to help certain major clients, who had good credit and long-term relationships with the PRC operating entities, overcome difficulties caused by the COVID-19 pandemic, the PRC operating entities agreed to extend their payment deadlines and negotiated with them to reach different extension periods. The turnover days for accounts receivable for the fiscal years ended June 30, 2023 and 2022 were 445 days and 293 days, respectively, which was calculated as the average of the beginning and ending balance of the accounts receivable for the fiscal year ended June 30 divided by our revenue during that period, multiplied by 360 days. The timeline of the PRC operating entities’ collection can be influenced by economic environment, market liquidity, customers’ financial conditions, and their collection effort.
The PRC operating entities have accrued additional allowances on those accounts receivable that we believe are unlikely to be collected. As of October 26, 2023, we had managed to collect a total of $1,280,698.81, or 5.34%, out of the accounts receivable balance of $24,000,374 as of June 30, 2023. For the remaining accounts receivable that were aged over the PRC operating entities’ normal credit terms, the PRC operating entities evaluated the credit conditions of the related customers and they are continuing their efforts to collect the accounts receivable. We believe the PRC operating entities should be able to collect those accounts receivable as scheduled. The PRC operating entities will closely monitor the collection progress and assess periodically if any additional allowance on their outstanding accounts receivable is necessary.
For the fiscal year ended June 30, 2022, our principal source of cash came from the PRC operating entities’ operational income and bank loans. Most of our cash resources were used to pay for the services received from third parties, rental expenses, and payroll. On July 2, 2021, we obtained the proceeds from initial public offering, amounting to $34,839,398, representing payment in full to our Company of the purchase price for 6,200,000 shares in the aggregate amount of $37,200,000 less underwriting discounts and expenses. As of October 31, 2021, we had $33,457,012 cash in bank. Accordingly, we believe we have sufficient cash to fund our operations for at least the next 12 months from the date of this annual report.
The following table provides the information about our working capital as of June 30, 2023 and 2022:
| As of | Change | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2023 | 2022 | Amount | % | |||||||||||||
| Current assets | $ | 32,253,714 | $ | 50,831,524 | $ | (1,8577,810 | ) | (36.5 | )% | |||||||
| Current liabilities | 12,827,546 | 10,091,351 | 2,736,195 | 27.1 | % | |||||||||||
| Working capital | $ | 19,426,168 | $ | 40,740,173 | $ | (21,314,005 | ) | (52.3 | )% | |||||||
As of June 30, 2023, we had working capital of $19,426,168, a decrease of $21,314,005, or 52%, from $40,740,173 as of June 30, 2022.
As of June 30, 2023, our total current assets amounted to $32,253,714, which primarily included $2,751,309 in cash, $19,642,337 in accounts receivable, $8,864,972 in advances to suppliers, $13,280 in due from related parties, and $95,992 in other current assets. Our total current liabilities were $12,827,546 as of June 30, 2023, which primarily included $5,130,115 in short-term bank loans, $4,327,182 in tax payable, $2,697,089 in accounts payable, $215,042 in accrued liabilities and other payables, $65,115 in operating lease liability-current, and $393,003 in deferred revenue.
As of June 30, 2022, our total current assets amounted to $50,831,524, which primarily included $14,396,032 in cash, $26,278,634 in accounts receivable, $9,351,431 in advances to suppliers, and $805,427 in other current assets. Our total current liabilities were $10,091,351 as of June 30, 2022, which primarily included $3,433,810 in short-term bank loans, $4,697,267 in tax payable, $966,822 in accounts payable, $358,311 in current portion of long-term loans, $149,296 in due to a related party, $229,209 in accrued liabilities and other payables, $208,926 in operating lease liability-current, and $47,710 in deferred revenue.
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Cash and cash equivalent
As of June 30, 2023, we had cash of $2,751,309, a decrease of $11,644,723 from $14,396,032 as of June 30, 2022, mainly from financing activities.
The following table summarizes our cash flows for the fiscal year ended June 30, 2023, 2022, and 2021:
| For the Fiscal Years Ended June 30 | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Net cash provided by (used in) operating activities | $ | (5,962,481 | ) | $ | (11,376,196 | ) | $ | (4,037,332 | ) | |||
| Net cash (used in) provided by investing activities | (6,166,096 | ) | (8,791,583 | ) | - | |||||||
| Net cash provided by financing activities | 683,277 | 33,058,932 | 3,950,823 | |||||||||
| Effect of exchange rate fluctuation on cash | (199,423 | ) | 184,902 | 47,349 | ||||||||
| Net increase (decrease) in cash | $ | (11,644,723 | ) | $ | 13,076,055 | $ | (39,160 | ) | ||||
Cash flow used in operating activities
Net cash used in operating activities was $5,962,481 during the fiscal year ended June 30, 2023, compared with net cash used in operating activities was $11,376,196 during the fiscal year ended June 30, 2022, and net cash used in operating activities of $4,037,332 during the fiscal year ended June 30, 2021.
For the fiscal year ended June 30, 2023, net cash used in operating activities was $5,962,481, mainly derived from the net loss of $25,257,696, a decrease in other non-current assets of $8,024,450, a decrease in accounts receivable, net of $2,034,125, and an increase in accounts payable of $1,881,259.
For the fiscal year ended June 30, 2022, net cash used in operating activities was $11,376,196, mainly derived from an increase in other non-current assets of $2,061,939, an increase in advance to suppliers of $7,542,591, an increase in taxes payable of $295,333, and a decrease in deferred revenue of $1,599,990.
For the fiscal year ended June 30, 2021, net cash used in operating activities was $4,037,332, mainly derived from an increase in accounts receivable of $9,259,862 in line with the increase of revenue and the negative influence of the COVID-19 pandemic, offset by a net income of $4,267,542, an increase of taxes payable of $1,592,715 due to delayed payment in income tax payable, and a decrease in advances to suppliers in the amount of $1,440,794 because the PRC operating entities reduced investment in new online programs as the existing programs were expected to bring sustained revenue stream for a long period of time.
Cash flow used in investing activities
For the fiscal year ended June 30, 2023, net cash used in investing activities was $6,166,096, which consisted of advance paid for agent licenses, property and equipment purchases, and investment in films.
For the fiscal year ended June 30, 2022, net cash used in investing activities was $8,791,583, which consisted of purchasing property and equipment, prepayment for intangible items, and equity method investments.
For the fiscal year ended June 30, 2021, there was no cash flow used in investing activities.
Cash flow provided by financing activities
For the fiscal year ended June 30, 2023, net cash provided by financing activities was $683,277, consisting of proceeds from bank loans in the amount of $4,141,736 and repayment for bank loans of $3,307,636.
For the fiscal year ended June 30, 2022, net cash provided by financing activities was $33,058,932, consisting of proceeds from bank loans in the amount of $3,188,019, contribution from shareholders in the amount of $33,630,162, and payment for deferred offering costs of $1,197,380, offset by the repayments of bank loans in the amount of $4,956,629.
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For the fiscal year ended June 30, 2021, net cash provided by financing activities was $3,950,823, consisting of proceeds from bank loans in the amount of $8,153,651, offset by the repayments of bank loans in the amount of $3,472,851, and payment for deferred offering costs of $729,977.
Contractual Obligations
Lease Commitments
The PRC operating entities entered into one lease for office spaces located at Xiamen and Shenzhen City in China, and the amortization of right-of-use assets charged to operations under operating lease for the fiscal years ended June 30, 2023 and 2022, amounted to $57,153 and $84,552, respectively.
As of June 30, 2023, the future minimum rent payable under the non-cancelable operating lease were:
| For the fiscal years ended June 30, | Rental amount | |||
| 2024 | $ | 64,646 | ||
| 2025 | 46,556 | |||
| Thereafter | - | |||
| Total lease payments | $ | 111,202 | ||
Off-Balance Sheet Arrangements
As of June 30, 2023 and 2022, we had not entered into any financial guarantees or other commitments to guarantee the payment obligations of any third parties.
C. Research and Development, Patents and Licenses, etc.
See “Item 4. Information on the Company—B. Business Overview—Intellectual Property.”
D. Trend Information
Other than as disclosed elsewhere in this annual report on Form 20-F, we are not aware of any trends, uncertainties, demands, commitments, or events for the period from July 1, 2022 to June 30, 2023 that are reasonably likely to have a material adverse effect on our net revenue, income, profitability, liquidity, or capital resources, or that caused the disclosed financial information to be not necessarily indicative of future operating results or financial condition.
E. Critical Accounting Estimates
Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements. These financial statements are prepared in accordance with U.S. GAAP, which requires us to make estimates and assumptions that affect the reported amounts of our assets and liabilities and revenue and expenses, to disclose contingent assets and liabilities on the date of the consolidated financial statements, and to disclose the reported amounts of revenue and expenses incurred during the financial reporting period. The most significant estimates and assumptions include the collection of accounts receivable, the useful lives and impairment of our long-lived assets, and the provisions for income taxes. We continue to evaluate these estimates and assumptions that we believe to be reasonable under the circumstances. We rely on these evaluations as the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Since the use of estimates is an integral component of the financial reporting process, actual results could differ from those estimates. Some of our accounting policies require higher degrees of judgment than others in their application. We believe critical accounting policies as disclosed in this report reflect the more significant judgments and estimates used in preparation of our consolidated financial statements. We believe there have been no material changes to our critical accounting policies and estimates.
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The following critical accounting policies rely upon assumptions and estimates and were used in the preparation of our consolidated financial statements:
Use of Estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires us to make judgments, assumptions, and estimates that affect the amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the reporting date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from these estimates and assumptions. Significant accounting estimates reflected in our consolidated financial statements include the allowances for doubtful accounts. Actual results could differ from these estimates.
Accounts Receivable, net
Accounts receivable represent the amounts that we have an unconditional right to consideration when we have satisfied our performance obligation. We do not have any contract assets since revenue is recognized when control of the promised goods or services is transferred and the payment from customers is not contingent on a future event. We maintain allowance for potential credit losses on accounts receivable. Management reviews the composition of accounts receivable and analyzes historical bad debt, customer concentrations, customer credit worthiness, current economic trends, and changes in customer payment patterns to estimate the allowance. Past due accounts are generally written off against the allowance for bad debts only after all collection attempts have been exhausted and the potential for recovery is considered remote.
Property and equipment, net
Property and equipment are stated at cost less accumulated depreciation and depreciated on a straight-line basis over the estimated useful lives of the assets. Cost represents the purchase price of the asset and other costs incurred to bring the asset into its existing use. 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/loss in the year of disposition. Estimated useful lives are as follows:
| Estimated Useful Life | ||
| Office equipment | 3 - 5 Years | |
| Building | 20 Years | |
| Motor vehicles | 10 Years | |
| Leasehold improvement | Shorter of useful life or lease term |
Intangible asset, net
Intangible asset is stated at cost less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset are expected to be consumed or otherwise used up. The balance of intangible asset represents a software that we purchased externally and is amortized straight-line over 10 years in accordance with the way we estimate to generate economic benefits from such software.
Impairment of long-lived assets
In accordance with ASC Topic 360, we review 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. We recognize 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. We recorded the impairment charge of $1.1 million, nil, and nil for the fiscal years ended June 30, 2023, 2022, and 2021.
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Revenue Recognition
We early adopted the new revenue standard Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, starting July 1, 2017 using the modified retrospective method for contracts that were not completed as of June 30, 2017. The adoption of this ASC 606 did not have a material impact on our consolidated financial statements.
ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from our contracts to provide services to customers. The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract; and
Step 5: Recognize revenue when the company satisfies a performance obligation.
The PRC operating entities mainly generate revenue from event hosting, event planning and execution, and marketing, which includes brand promotion and other services.
Event hosting - The PRC operating entities regularly host live concerts and hip-hop events, and operate hip-hop related online programs. The portfolio of hip-hop events includes a stage play, dance competitions, cultural and musical festivals, and promotional parties. The PRC operating entities started to operate online hip-hop programs since 2020. The portfolio of online hip-hop programs includes street dance tutorial programs, collections of street dance performances videos, and collections of short music videos on trendy shoes and clothes related to hip-hop culture. The PRC operating entities generate revenue from concerts, hip-hop events, and online hip-hop programs by providing sponsorship packages to advertisers in exchange for sponsorship fees or by selling tickets for those concerts.
Event planning and execution - The PRC operating entities provide customized event planning and execution services upon requests from their customers, which services generally entail design, logistics, layout of events, and coordination and supervision of the actual event set-up and implementation, and generate revenue through service fees.
Brand promotion - The PRC operating entities provide brand promotion services, including online marketing and promotion, trademark and logo design, visual identity system design, brand positioning, brand personality design, and digital solutions for service fees.
Other services - The PRC operating entities sell digital collections, provide music recording services to a corporate client and SaaS software services to hip-hop dance training institutions for service fees, and distribute advertisements for corporate customers for service fees.
The PRC operating entities account for a contract of event hosting, event planning and execution, or brand promotion when they have legally enforceable rights and obligations and collectability of consideration is probable. Each contract typically contains one single performance obligation, which is to deliver a successful event, activity, qualified online program or video, or brand solution, and the contract price is fixed. Contract terms typically include a customary requirement for payment within 180 days after the PRC operating entities successfully provide services, which is indicated by the customer’s signed acknowledgement of completion on such event, activity, online program, or brand solution by providing the PRC operating entities with completion confirmation forms.
For event hosting, event planning and execution, and brand promotion, revenue is recognized at a point of time when services are successfully provided (e.g., upon successful carryout of an event), which is indicated by the customer’s acknowledgement of completion on such event, activity, online program or video, or brand solution, as the customer neither simultaneously receives and consumes the benefits provided by the PRC operating entities’ performance nor controls an increasingly enhanced asset or an asset with an alternative use to the customer as the PRC operating entities perform. Event hosting, event planning and execution, and brand promotion projects are generally short term, which usually take less than three months.
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For digital collections, the PRC operating entities sell digital collections through its own digital collection sales platform. After the customer purchases the digital collection issued on the platform and the digital collection is delivered to the customer, the revenue is recognized.
For music recording service, revenue is recognized at a point of time when services are successfully provided which is indicated by customer’s acknowledgement of completion on the recording.
For SaaS software services, revenue is recognized after the completion of the service provision. The PRC operating entities reach an annual framework service contract with the customer and charges a one-time service fee. Revenue is recognized on a monthly average basis within the service period.
For distribution of advertisements, the PRC operating entities satisfy their performance obligation over time by measuring the progress based on time elapsed, as the customer simultaneously receives and consumes the benefit of service provided, during the period of time when the advertisement is displayed. Payment is usually required within 180 days after the completion of distribution.
We report revenue on a gross basis for event hosting, event planning and execution, brand promotion, and other services (except for advertisement distribution), as the PRC operating entities take risk and control of the event, activities, online program, or brand solution before they are transferred to customers. While in terms of advertisement distribution, we report revenue on a net basis since it only arranges the distribution of advertisements, instead of taking the risk and control of the distribution resources.
We apply a practical expedient to make no adjustment for the promised amount of consideration for the effects of a significant financing component as we expect, at contract inception, that the period between when the PRC operating entities transfer a promised service to a customer and when the customer pays for that service will be one year or less.
Income Taxes
We account for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. Deferred Tax Assets for fiscal 2023 was not recognized. We do not believe that there was any uncertain tax position as of June 30, 2023 and 2022.
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Recent Accounting Pronouncements
In October 2020, the FASB issued ASU 2020-08, “Codification Improvements to Subtopic 310-20, Receivables—Non-refundable Fees and Other Costs.” The amendments in this Update represent changes to clarify the Codification. The amendments make the Codification easier to understand and easier to apply by eliminating inconsistencies and providing clarifications. ASU 2020-08 is effective for the Company for annual and interim reporting periods beginning July 1, 2021. All entities should apply the amendments in this ASU on a prospective basis as of the beginning of the period of adoption for existing or newly purchased callable debt securities. These amendments do not change the effective dates for Update 2017-08. The adoption of this new standard did not have a material impact on our consolidated financial statements and related disclosures.
In October 2020, the FASB issued ASU 2020-10, “Codification Improvements.” The amendments in this Update represent changes to clarify the Codification or correct unintended application of guidance that are not expected to have a significant effect on current accounting practice or create a significant administrative cost to most entities. The amendments in this Update affect a wide variety of Topics in the Codification and apply to all reporting entities within the scope of the affected accounting guidance. ASU 2020-10 is effective for annual periods beginning after July 1, 2021 for public business entities. The amendments in this ASU should be applied retrospectively. The adoption of this new standard did not have a material impact on our consolidated financial statements and related disclosures.
In November 2021, the FASB issued ASU No. 2021-10, Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendments in this ASU require disclosures about transactions with a government that have been accounted for by analogizing to a grant or contribution accounting model to increase transparency about (1) the types of transactions, (2) the accounting for the transactions, and (3) the effect of the transactions on an entity’s financial statements. The amendments are effective for all entities within their scope, which excludes not-for-profit entities and employee benefit plans, for financial statements issued for annual periods beginning after December 15, 2021. Early application of the amendment is permitted. We adopted ASU No. 2021-10 effective January 1, 2022. The adoption of this standard did not have a material impact on our consolidated financial statements.
On June 30, 2022, FASB issued ASU No. 2022-03, Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. ASU 2022-03 clarifies that a contractual sale restriction prohibiting the sale of an equity security is a characteristic of the reporting entity holding the equity security and is not included in the equity security’s unit of account. The new standard is effective for our Company for our fiscal year beginning January 1, 2024, with early adoption permitted.
On March 28, 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements. The amendments in ASU 2023-01 improve current GAAP by clarifying the accounting for leasehold improvements associated with common control leases, thereby reducing diversity in practice. Additionally, the amendments provide investors and other allocators of capital with financial information that better reflects the economics of those transactions. The new standard is effective for our Company for our fiscal year beginning January 1, 2024, with early adoption permitted.
Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on our consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. We do not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to our consolidated financial condition, results of operations, cash flows, or disclosures.
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Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
A. Directors and Senior Management
The following table sets forth information regarding our directors and executive officers as of the date of this annual report. The business address of all of our directors and executive officers is 3rd Floor, No. 168, Fengqi Road, Jimei District, Xiamen City, Fujian Province, the PRC.
| Name | Age | Position(s) | ||
| Zhuoqin Huang | 45 | Chief Executive Officer, Director, and Chairman of the Board of Directors | ||
| Weiyi Lin | 46 | Vice President and Director | ||
| Renrong Zhu | 45 | Chief Financial Officer |
Note: Mr. Douglas Menelly resigned from his position as a member of board of directors due to personal reasons on September 4, 2023, and Mr. Christopher Kohler and Ms. Xiaolin Hu resigned from their positions as members of board of directors due to personal reasons on September 6, 2023. As of the date of this report, we are still looking for director candidates to fill in the vacancies created by the resignation of Mr. Menelly, Mr. Kohler, and Ms. Hu.
The following is a brief biography of each of our executive officers and directors:
Mr. Zhuoqin Huang has been our chief executive officer and chairman of the board of directors since May 6, 2020 and director since January 3, 2020. Mr. Huang has served as the chairman of Xiamen Pop Culture since May 2016 and its chief executive officer since August 2008. From March 2005 to August 2008, Mr. Huang served as the chief executive officer of Fujian Zhongtian Chuanxun Advertising Co., Ltd. Xiamen Branch Office, an advertising company. From August 2002 to March 2005, Mr. Huang worked as a brand manager of Swire Coca-Cola Beverages Xiamen Ltd., a manufacturer of non-alcohol beverages. Mr. Huang received his bachelor’s degree in Tourism Economic Management from Huaqiao University in 2002.
Mr. Weiyi Lin has been our vice president since May 6, 2020 and our director since June 2021. Mr. Lin has served as the vice president, manager of marketing center, and director of Xiamen Pop Culture since January 2015. Prior to joining Xiamen Pop Culture, Mr. Lin served as the director of operation and management of Zhengzhou Synear Food Co., Ltd., a manufacturer and distributor frozen food products, from March 2012 to December 2014, and as the vice president for marketing of Hubei Daohuaxiang Group Green Food Co., Ltd., a producer of green food, from July 2010 to July 2011. From July 1998 to July 2010, Mr. Lin worked as a business manager at various companies, including Swire Coca-Cola Beverages Xiamen Ltd., Xiamen Yinlu Foods Group Co., Ltd., and CAV Warner Home Entertainment Co., Ltd. Mr. Lin received his junior college degree in E-Commerce from Xiamen University of Technology in 2007.
Ms. Renrong Zhu has been our chief financial officer since December 2021. Prior to joining our Company, Mr. Zhu served as the chief financial officer, secretary, and vice president of Xiamen For-Win Technology Co., Ltd. (NEEQ: 836460), a Chinese company engaged in intellectual property-related services, from July 2015 to November 2021, the general manager of Xiamen Macquarie Investment Management Co., Ltd. from January 2013 to June 2015, and the assistant general manager and General Manager of Shanghai Meilai Investment Management Co., Ltd. from June 2009 to December 2012. Mr. Zhu is a member of the Chinese Institute of Certified Public Accountants and received his bachelor’s degree in Taxation from Jimei University in 2001.
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Board Diversity
The table below provides certain information regarding the diversity of our board of directors as of the date of this annual report.
| Board Diversity Matrix | ||||
| Country of Principal Executive Offices: | China | |||
| Foreign Private Issuer | Yes | |||
| Disclosure Prohibited under Home Country Law | No | |||
| Total Number of Directors | 2 | |||
| Female | Male |
Non- Binary |
Did Not Disclose Gender | |
| Part I: Gender Identity | ||||
| Directors | 0 | 2 | 0 | 0 |
| Part II: Demographic Background | ||||
| Underrepresented Individual in Home Country Jurisdiction | 0 | |||
| LGBTQ+ | 0 | |||
| Did Not Disclose Demographic Background | 0 | |||
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Family Relationships
None of our directors or executive officers has a family relationship as defined in Item 401 of Regulation S-K.
Controlled Company
Mr. Zhuoqin Huang, our chief executive officer, director, and chairman, currently beneficially own approximately 68.81% of the aggregate voting power of our outstanding ordinary shares. As a result, we are a “controlled company” within the meaning of the Nasdaq listing rules. As a controlled company, we are permitted to elect to rely on certain exemptions from the obligations to comply with certain corporate governance requirements, including:
| ● | the requirement that a majority of the board of directors consist of independent directors; | |
| ● | the requirement that our director nominees be selected or recommended solely by independent directors; and | |
| ● | the requirement that we have a nominating and corporate governance committee and a compensation committee that are composed entirely of independent directors with a written charter addressing the purposes and responsibilities of the committees. |
Although we do not intend to rely on the controlled company exemptions under the Nasdaq listing rules even if we are a controlled company, we could elect to rely on these exemptions in the future, and if so, you would not have the same protection afforded to shareholders of companies that are subject to all of the corporate governance requirements of Nasdaq.
B. Compensation
For the fiscal year ended June 30, 2023, we paid an aggregate of $0.3 million as compensation to our executive officers and directors. None of our non-employee directors have any service contracts with us that provide for benefits upon termination of employment. We have not set aside or accrued any amount to provide pension, retirement, or other similar benefits to our directors and executive officers. Our PRC subsidiaries and the PRC operating entities are required by law to make contributions equal to certain percentages of each employee’s salary for his or her pension insurance, medical insurance, unemployment insurance, and other statutory benefits and a housing provident fund.
C. Board Practices
Pursuant to our amended and restated articles of association, the minimum number of directors shall consist of not less than one person unless otherwise determined by the shareholders in a general meeting. Unless removed or re-appointed, each director shall be appointed for a term expiring at the next annual general meeting, if any is held. At any annual general meeting held, our directors will be elected by a majority vote of shareholders eligible to vote at that meeting. At each annual general meeting, each director so elected shall hold office for a one-year term and until the election of their respective successors in office or removed.
Board of Directors
Our board of directors consists of two directors.
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Duties of Directors
Under Cayman Islands law, all of our directors owe three types of duties to us: (i) statutory duties, (ii) fiduciary duties, and (iii) common law duties. The Companies Act (Revised) of the Cayman Islands imposes a number of statutory duties on a director. A Cayman Islands director’s fiduciary duties are not codified, however, the courts of the Cayman Islands have held that a director owes the following fiduciary duties: (a) a duty to act in what the director bona fide considers to be in the best interests of the company, (b) a duty to exercise their powers for the purposes they were conferred, (c) a duty to avoid fettering his or her discretion in the future and (d) a duty to avoid conflicts of interest and of duty. The common law duties owed by a director are those to act with skill, care and diligence that may reasonably be expected of a person carrying out the same functions as are carried out by that director in relation to the company and, also, to act with the skill, care and diligence in keeping with a standard of care commensurate with any particular skill they have which enables them to meet a higher standard than a director without those skills. In fulfilling their duty of care to us, our directors must ensure compliance with our amended and restated articles of association. We have the right to seek damages if a duty owed by any of our directors is breached.
The functions and powers of our board of directors include, among others:
| ● | appointing officers and determining the term of office of the officers; | |
| ● | exercising the borrowing powers of the company and mortgaging the property of the company; and | |
| ● | maintaining or registering a register of mortgages, charges, or other encumbrances of the company. |
Terms of Directors and Executive Officers
Each of our directors holds office until a successor has been duly elected and qualified unless the director was appointed by the board of directors, in which case such director holds office until the next following annual meeting of shareholders at which time such director is eligible for re-election. All of our executive officers are appointed by and serve at the discretion of our board of directors.
Qualification
There is currently no shareholding qualification for directors, although a shareholding qualification for directors may be fixed by our shareholders by ordinary resolution.
Employment Agreements
We have entered into employment agreements with each of our executive officers. Pursuant to these employment agreements, we agree to employ each of our executive officers for a specified time period, which may be renewed upon both parties’ agreement 30 days before the end of the current employment term. We may terminate the employment for cause, at any time, without notice or remuneration, for certain acts of the executive officer, including but not limited to, the commitments of any serious or persistent breach or non-observance of the terms and conditions of the employment, conviction of a criminal offense, willful disobedience of a lawful and reasonable order, fraud or dishonesty, receipt of bribery, or severe neglect of his or her duties. An executive officer may terminate his or her employment at any time with a one-month prior written notice. Each executive officer agrees to hold, both during and after the employment agreement expires, in strict confidence and not to use or disclose to any person, corporation or other entity without written consent, any confidential information.
Insider Participation Concerning Executive Compensation
Our director, Mr. Zhuoqin Huang, was making all determinations regarding executive officer compensation from the inception of the Company until our Compensation Committee was set up in June 2021.
Committees of the Board of Directors
We have established three committees under the board of directors: an audit committee, a compensation committee, and a nominating and corporate governance committee after filling in the vacancies created by the resignation of Mr. Menelly, Mr. Kohler, and Ms. Hu. Our independent directors will serve on each of the committees and the charters we have adopted for each of the three committees will still apply. Each committee’s members and functions are described below.
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Audit Committee. Our audit committee will consist of three independent directors. We will select independent directors who satisfy the “independence” requirements of Rule 10A-3 under the Securities Exchange Act. Our board will select an independent director who qualifies as an audit committee financial expert within the meaning of the SEC rules or possesses financial sophistication within the meaning of the Nasdaq listing rules. The audit committee will oversee our accounting and financial reporting processes and the audits of the financial statements of our company. The audit committee will be responsible for, among other things:
| ● | appointing the independent auditors and pre-approving all auditing and non-auditing services permitted to be performed by the independent auditors; |
| ● | reviewing with the independent auditors any audit problems or difficulties and management’s response; | |
| ● | discussing the annual audited financial statements with management and the independent auditors; | |
| ● | reviewing the adequacy and effectiveness of our accounting and internal control policies and procedures and any steps taken to monitor and control major financial risk exposures; | |
| ● | reviewing and approving all proposed related party transactions; | |
| ● | meeting separately and periodically with management and the independent auditors; and | |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Compensation Committee. Our compensation committee will consist of three independent directors. The compensation committee will assist the board in reviewing and approving the compensation structure, including all forms of compensation, relating to our directors and executive officers. Our chief executive officer may not be present at any committee meeting during which his compensation is deliberated. The compensation committee will be responsible for, among other things:
| ● | reviewing and approving the total compensation package for our most senior executive officers; | |
| ● | approving and overseeing the total compensation package for our executives other than the most senior executive officers; | |
| ● | reviewing periodically and approving any long-term incentive compensation or equity plans; | |
| ● | selecting compensation consultants, legal counsel or other advisors after taking into consideration all factors relevant to that person’s independence from management; and | |
| ● | reviewing programs or similar arrangements, annual bonuses, employee pension and welfare benefit plans. |
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Nominating and Corporate Governance Committee. Our nominating and corporate governance committee will consist of three independent directors. The nominating and corporate governance committee will assist the board of directors in selecting individuals qualified to become our directors and in determining the composition of the board and its committees. The nominating and corporate governance committee will be responsible for, among other things:
| ● | identifying and recommending nominees for election or re-election to our board of directors or for appointment to fill any vacancy; | |
| ● | reviewing annually with our board of directors its current composition in light of the characteristics of independence, age, skills, experience and availability of service to us; | |
| ● | identifying and recommending to our board the directors to serve as members of committees; | |
| ● | advising the board periodically with respect to significant developments in the law and practice of corporate governance as well as our compliance with applicable laws and regulations, and making recommendations to our board of directors on all matters of corporate governance and on any corrective action to be taken; and | |
| ● | monitoring compliance with our code of business conduct and ethics, including reviewing the adequacy and effectiveness of our procedures to ensure proper compliance. |
Code of Business Conduct and Ethics
Our board of directors has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers, and employees. Our code of business conduct and ethics is publicly available on our website.
D. Employees
See “Item 4. Information on the Company—B. Business Overview—Employees.”
E. Share Ownership
The following table sets forth information with respect to the beneficial ownership, within the meaning of Rule 13d-3 under the Exchange Act, of our Class A Ordinary Shares and Class B Ordinary Shares as of the date of this annual report for:
| ● | each of our directors and executive officers; and | |
| ● | each person known to us to own beneficially more than 5% of our Class A Ordinary Shares or Class B Ordinary Shares. |
Beneficial ownership includes voting or investment power with respect to the securities. Except as indicated below, and subject to applicable community property laws, the persons named in the table have sole voting and investment power with respect to all Class A Ordinary Shares or Class B Ordinary Shares shown as beneficially owned by them. Percentage of beneficial ownership of each listed person is based on 1,828,693 Class A Ordinary Shares and 576,308 Class B Ordinary Shares outstanding as of the date of this annual report.
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Information with respect to beneficial ownership has been furnished by each director, officer, or beneficial owner of 5% or more of our Class A Ordinary Shares or Class B Ordinary Shares. Beneficial ownership is determined in accordance with the rules of the SEC and generally requires that such person have voting or investment power with respect to securities. In computing the number of Class A Ordinary Shares beneficially owned by a person listed below and the percentage ownership of such person, Class A Ordinary Shares underlying options, warrants, or convertible securities, including Class B Ordinary Shares, held by each such person that are exercisable or convertible within 60 days of the date of this annual report are deemed outstanding, but are not deemed outstanding for computing the percentage ownership of any other person.
Class A Ordinary Shares Beneficially Owned | Class B Ordinary Shares Beneficially Owned | Voting Power* | ||||||||||||||||||
| Number | % | Number | % | % | ||||||||||||||||
| Directors and Executive Officers(1): | ||||||||||||||||||||
| Zhuoqin Huang(2) | — | — | 576,308 | 100 | % | 68.81 | % | |||||||||||||
| Weiyi Lin(3) | 23,300 | 1.27 | % | — | — | 0.40 | % | |||||||||||||
| Renrong Zhu | — | — | — | — | — | |||||||||||||||
| All directors and executive officers as a group (three individuals): | 23,300 | 1.27 | % | 576,308 | 100 | % | 69.21 | % | ||||||||||||
| 5% Shareholders: | ||||||||||||||||||||
| Joya Enterprises Limited(2) | — | — | 576,308 | 100 | % | 68.81 | % | |||||||||||||
| China Young Group Limited(4) | 218,000 | 11.92 | % | — | — | 3.72 | % | |||||||||||||
| Bofeng Holdings Limited(5) | 100,770 | 5.51 | % | — | — | 1.72 | % | |||||||||||||
| Sense Venture International Limited(6) | 100,770 | 5.51 | % | — | — | 1.72 | % | |||||||||||||
| Lingyun Wu(7) | 93,693 | 5.12 | % | — | — | 1.60 | % | |||||||||||||
| * | Represents the voting power with respect to all of our Class A Ordinary Shares and Class B Ordinary Shares, voting as a single class. Each holder of Class A Ordinary Shares is entitled to one vote per one Class A Ordinary Share and each holder of Class B Ordinary Shares is entitled to seven votes per one Class B Ordinary Share. |
| (1) | Unless otherwise indicated, the business address of each of the individuals is 3rd Floor, No. 168, Fengqi Road, Jimei District, Xiamen City, Fujian Province, the PRC. |
| (2) | Represents 576,308 Class B Ordinary Shares held by Joya Enterprises Limited, a British Virgin Islands company, which is 100% owned by Zhuoqin Huang. The registered address of Joya Enterprises Limited is Mandar House, 3rd Floor, P.O. Box 2196, Johnson’s Ghut, Tortola, VG1110, British Virgin Islands. |
| (3) | Represents 23,300 Class A Ordinary Shares held by Victory Quest Industries Limited, a British Virgin Islands company, which is 100% owned by Weiyi Lin. The registered address of Victory Quest Industries Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. |
| (4) | Represents 218,000 Class A Ordinary Shares held by China Young Group Limited, a Hong Kong company, which is 100% owned by Jianfeng Liu, as reported in a Schedule 13G jointly filed by China Young Group Limited and Jianfeng Liu on February 11, 2022. The registered address of China Young Group Limited is Unit 04, 7/F, Bright Way Tower, No. 33 Mong Kok Road, Kowloon, Hong Kong. |
| (5) | Represents 100,770 Class A Ordinary Shares held by Bofeng Holdings Limited, a British Virgin Islands company, which is 100% owned by Chunxiao Cui, as reported in a Schedule 13G jointly filed by Bofeng Holdings Limited and Chunxiao Cui on February 11, 2022. The registered address of Bofeng Holdings Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. |
| (6) | Represents 100,770 Class A Ordinary Shares held by Sense Venture International Limited, a British Virgin Islands company, which is 100% owned by Xiayu Cui, as reported in a Schedule 13G jointly filed by Sense Venture International Limited and Xiayu Cui on February 11, 2022. The registered address of Sense Venture International Limited is OMC Chambers, Wickhams Cay 1, Road Town, Tortola, British Virgin Islands. |
| (7) | Represents the Class A Ordinary Shares held by Lingyun Wu, as reported in a Schedule 13G filed by Lingyun Wu on February 11, 2022. |
As of the date of this annual report, approximately 97.63% of our issued and outstanding Class A Ordinary Shares are held in the United States by one record holder (Cede and Company) and none of our issued and outstanding Class B Ordinary Shares are held by record holders in the United States.
We are not aware of any arrangement that may, at a subsequent date, result in a change of control of our Company.
F. Disclosure of a Registrant’s Action to Recover Erroneously Awarded Compensation
Not applicable.
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Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
A. Major Shareholders
See “Item 6. Directors, Senior Management and Employees—E. Share Ownership.”
B. Related Party Transactions
The VIE Agreements
See “Item 4. Information on the Company—A. History and Development of the Company—The VIE Agreements.”
Employment Agreements
See “Item 6. Directors, Senior Management and Employees—C. Board Practices—Employment Agreements.”
Material Transactions with Related Parties
The relationship and the nature of related party transactions are summarized as follow:
| Name of Related Party | Relationship to Us | |
| Zhuoqin Huang | Our chief executive officer, director, and chairman of the board of directors | |
| Shenzhen HipHopJust Information Technology Co., Ltd. | Minority shareholder of Shenzhen Jam Box | |
| Rongdi Zhang | Our former chief financial officer | |
| Weiyi Lin | Our director |
Trademark Licensing
Our chief executive officer, Mr. Zhuoqin Huang, has licensed two trademarks, “CBC” and “潮圣,” to Xiamen Pop Culture for a term from January 1, 2020 to December 31, 2029 for free. The licensing contract will be automatically renewed for 10 years unless Mr. Huang and Xiamen Pop Culture terminated the agreement by mutual consent.
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Intellectual Property Transfer
On January 19, 2022, Shenzhen HipHopJust Information Technology Co., Ltd. transferred its all software, applets, program source code, and trademarks required to operate the JamBox system indefinitely to Shenzhen Jam Box for the amount of RMB1,000,000 (equivalent to $154,909). The software transferred included JamBox store management system, JAMYO software on Android platform mobile phones, and Hip Dance Jam software on Android platform mobile phones.
Other Related Party Transactions
As of June 30, 2021, we had $225,000 due to our then chief financial officer, Ms. Rongdi Zhang, which was temporarily borrowed for working capital use and was short term in nature, non-interest bearing, and payable upon demand. It was repaid in full on November 1, 2021.
In February, March, April, and June of 2023, Shuzhi Sports paid RMB96,300 (equivalent to $13,280) in total to Weiyi Lin, vice president and director of the Company, for live broadcasting projects.
Shenzhen Jam Box repaid the loan RMB1,000,000 (approximately $143,810) to Shenzhen HipHopJust Information Technology Co., Ltd. in November, 2022.
Mr. Zhuoqin Huang provided guarantees in connection with certain loans the PRC operating entities borrowed during the fiscal years ended June 30, 2023 and 2022. See “Note 10—Bank Loans” of our consolidated financial statements.
C. Interests of Experts and Counsel
Not applicable.
Item 8. FINANCIAL INFORMATION
A. Consolidated Statements and Other Financial Information
We have appended consolidated financial statements filed as part of this annual report. See “Item 18. Financial Statements.”
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Legal Proceedings
From time to time, we may become a party to various legal or administrative proceedings arising in the ordinary course of our business, including actions with respect to intellectual property infringement, violation of third-party licenses or other rights, breach of contract, and labor and employment claims. Except as disclosed below, we are currently not a party to, and we are not aware of any threat of, any legal or administrative proceedings that, in the opinion of our management, are likely to have any material and adverse effect on our business, financial condition, cash flow, or results of operations.
Zhongpu Shuyuan and Jieshi (Tianjin) Comic Co. Ltd (“Shijie Tianjin”) had a copyright dispute. In April 2022, Zhongpu Shuyuan and Jieshi Tianjin signed a contract, pursuant to which Jieshi Tianjin authorized and delegated Zhongpu Shuyuan to develop a series of digital art products. However, Zhongpu Shuyuan did not deliver the digital art products. Zhongpu Shuyuan sued Jieshi Tianjin on April 6, 2023, pledging to terminate the contract and request Jieshi Tianjin to return the advance earning shares of RMB220,000 (approximately $30,072). Jieshi Tianjin counter-sued Zhongpu Shuyuan, claiming for compasation for its loss as a result of Zhongpu Shuyuan’s breach of contract. On July 3, 2023, the People’s Court of Jimei District, Xiamen, issued a judgement, terminating the contract between the two parties. As of the date of this report, this case has been appealed and the trial is pending.
Dividend Policy
Asset Transfers Between our Company, our Subsidiaries, and the VIE
As of the date of this annual report, our Company, our subsidiaries, and the VIE have not distributed any earnings or settled any amounts owed under the VIE Agreements. Our Company, our subsidiaries, and the VIE do not have any plan to distribute earnings or settle amounts owed under the VIE Agreements in the foreseeable future.
During the fiscal years ended June 30, 2023, 2022, and 2021, cash transfers and transfers of other assets between our Company, our subsidiaries, and the VIE were as follows: in July 2020, Pop Culture Group transferred approximately $600,000 to Pop Culture HK, which in turn transferred approximately $599,000 to Heliheng; in July 2021, Pop Culture Group transferred approximately $7,081,000 of the net proceeds from our initial public offering to Pop Culture HK, which in turn transferred approximately $7,050,000 to Heliheng; in May and June 2022, Pop Culture Group transferred approximately $3,019,000 to Pop Culture HK, which in turn transferred approximately $3,008,400 to Heliheng; and in September 2022 and January 2023, Pop Culture Group transferred approximately $3,807,000 to Pop Culture HK. In September 2022, October 2022, November 2022, December 2022, February 2023, and April 2023, Heliheng transferred approximately $1,766,000 to Xiamen Pop Culture.
Dividends or Distributions Made to our Company and U.S. Investors and Tax Consequences
As of the date of this annual report, none of our subsidiaries or the VIE have made any dividends or distributions to our Company and our Company has not made any dividends or distributions to our shareholders. We intend to keep any future earnings to finance the expansion of our business, and we do not anticipate that any cash dividends will be paid in the foreseeable future. Subject to the PFIC rules, the gross amount of distributions we make to investors with respect to our Class A Ordinary Shares (including the amount of any taxes withheld therefrom) will be taxable as a dividend, to the extent that the distribution is paid out of our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.
Under Cayman Islands law, a Cayman Islands company may pay a dividend on its shares out of either profit or share premium amount, provided that in no circumstances may a dividend be paid if this would result in the company being unable to pay its debts as they fall due in the ordinary course of business.
Current PRC regulations permit our PRC subsidiaries to pay dividends to Pop Culture HK only out of their respective accumulated profits, if any, determined in accordance with Chinese accounting standards and regulations. In addition, each of our PRC subsidiaries and the PRC operating entities in China is required to set aside at least 10% of its after-tax profits each year, if any, to fund a statutory reserve until such reserve reaches 50% of its registered capital.
The PRC government also imposes controls on the conversion of RMB into foreign currencies and the remittance of currencies out of the PRC. For instance, the Circular on Promoting the Reform of Foreign Exchange Management and Improving Authenticity and Compliance Review, or “SAFE Circular 3,” issued on January 26, 2017, provides that banks shall, when dealing with dividend remittance transactions from a domestic enterprise to its offshore shareholders of more than $50,000, review the relevant board resolutions, original tax filing form, and audited financial statements of such domestic enterprise based on the principal of genuine transaction. Furthermore, if our PRC subsidiaries and the PRC operating entities incur debt on their own in the future, the instruments governing the debt may restrict their ability to pay dividends or make other payments. If we or our PRC subsidiaries are unable to receive all of the revenue from our operations, we may be unable to pay dividends on our Class A Ordinary Shares or Class B Ordinary Shares.
Cash dividends, if any, on our Class A Ordinary Shares or Class B Ordinary Shares will be paid in U.S. dollars. Pop Culture HK may be considered a non-resident enterprise for tax purposes, so that any dividends Heliheng pays to Pop Culture HK may be regarded as China-sourced income and as a result may be subject to PRC withholding tax at a rate of up to 10%. See “Item 10. Additional Information—E. Taxation—People’s Republic of China Enterprise Taxation.”
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If we determine to pay dividends on any of our Class A Ordinary Shares or Class B Ordinary Shares in the future, as a holding company, we will be dependent on receipt of funds from our Hong Kong subsidiary, Pop Culture HK, and our subsidiary in California, Pop Culture Global Operations Inc. Pop Culture HK will rely on the distribution of payments as dividends from (i) Shuzi Sports, (ii) Pop Investment, and (iii) Heliheng, which will rely on payments from Xiamen Pop Culture pursuant to the VIE Agreements. If Xiamen Pop Culture or its subsidiaries incur debt on their own behalves in the future, the instruments governing the debt may restrict its ability to pay dividends or make other distributions to us.
Pursuant to the Arrangement between Mainland China and the Hong Kong Special Administrative Region for the Avoidance of Double Taxation and Tax Evasion on Income, or the Double Tax Avoidance Arrangement, the 10% withholding tax rate may be lowered to 5% if a Hong Kong resident enterprise owns no less than 25% of a PRC project. The 5% withholding tax rate, however, does not automatically apply and certain requirements must be satisfied, including without limitation that (a) the Hong Kong project must be the beneficial owner of the relevant dividends; and (b) the Hong Kong project must directly hold no less than 25% share ownership in the PRC project during the 12 consecutive months preceding its receipt of the dividends. In current practice, a Hong Kong project must obtain a tax resident certificate from the Hong Kong tax authority to apply for the 5% lower PRC withholding tax rate. As the Hong Kong tax authority will issue such a tax resident certificate on a case-by-case basis, we cannot assure you that we will be able to obtain the tax resident certificate from the relevant Hong Kong tax authority and enjoy the preferential withholding tax rate of 5% under the Double Taxation Arrangement with respect to any dividends paid by our PRC subsidiaries to its immediate holding company, Pop Culture HK. As of the date of this annual report, we have not applied for the tax resident certificate from the relevant Hong Kong tax authority. Pop Culture HK intends to apply for the tax resident certificate if and when Heliheng plans to declare and pay dividends to Pop Culture HK. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—There are significant uncertainties under the EIT Law relating to the withholding tax liabilities of our PRC subsidiaries, and dividends payable by our PRC subsidiaries to our offshore subsidiaries may not qualify to enjoy certain treaty benefits.”
Our Company’s ability to settle amounts owed under the VIE Agreements relies upon payments made from Xiamen Pop Culture to Heliheng in accordance with the VIE Agreements. For services rendered to Xiamen Pop Culture by Heliheng under the Exclusive Services Agreement, Heliheng is entitled to collect a service fee equal to 100% of the net income of Xiamen Pop Culture. Pursuant to the Exclusive Option Agreement, Heliheng may at any time under any circumstances, purchase or have its designee purchase, at its discretion, to the extent permitted under PRC law, all or part of the Xiamen Pop Culture Shareholders’ shares in Xiamen Pop Culture. For restrictions and limitations on our ability to settle amounts owed under the VIE Agreements, please see “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—The VIE Agreements may not be effective in providing control over Xiamen Pop Culture” and “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Corporate Structure—If the PRC government determines that the VIE Agreements do not comply with PRC regulatory restrictions on foreign investment in the relevant industries, or if these regulations or the interpretation of existing regulations change in the future, we could be subject to severe penalties or be forced to relinquish our interests in those operations.”
B. Significant Changes
Except as disclosed elsewhere in this annual report, we have not experienced any significant changes since the date of our audited consolidated financial statements included in this annual report.
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Item 9. THE OFFER AND LISTING
A. Offer and Listing Details.
Our Class A Ordinary Shares have been listed on the Nasdaq Capital Market since May 18, 2023, and prior to that were listed on the Nasdaq Global Market from June 30, 2021 to May 17, 2023, both under the symbol “CPOP.”
B. Plan of Distribution
Not applicable.
C. Markets
Our Class A Ordinary Shares have been listed on the Nasdaq Capital Market since May 18, 2023, and prior to that were listed on the Nasdaq Global Market from June 30, 2021 to May 17, 2023, both under the symbol “CPOP.”
D. Selling Shareholders
Not applicable.
E. Dilution
Not applicable.
F. Expenses of the Issue
Not applicable.
Item 10. ADDITIONAL INFORMATION
A. Share Capital
Not applicable.
B. Memorandum and Articles of Association
We incorporate by reference into this annual report the description of our amended and restated memorandum and articles of association, Exhibits 3.1 and 3.2, and the description of differences in corporate laws contained in our registration statement on Form F-1 (File No. 333-253777), as amended, initially filed with the SEC on March 2, 2021.
C. Material Contracts
We have not entered into any material contracts other than in the ordinary course of business and other than those described in “Item 4. Information on the Company” or elsewhere in this annual report.
D. Exchange Controls
See “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Related to Foreign Exchange” and “Item 4. Information on the Company—B. Business Overview—Regulations—Regulations Related to Foreign Exchange Registration of Offshore Investment by PRC Residents.”
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E. Taxation
People’s Republic of China Enterprise Taxation
The following brief description of Chinese enterprise income taxation is designed to highlight the enterprise-level taxation on our earnings, which will affect the amount of dividends, if any, we are ultimately able to pay to our shareholders. See “Item 8. Financial Information—A. Consolidated Statements and Other Financial Information—Dividend Policy.”
According to the EIT Law, which was promulgated by the SCNPC on March 16, 2007, became effective on January 1, 2008, and was then last amended on December 29, 2018, and the Implementation Rules of the EIT Law, which were promulgated by the State Council on December 6, 2007, and became effective on January 1, 2008, enterprises are divided into resident enterprises and non-resident enterprises. Resident enterprises pay enterprise income tax on their incomes obtained in and outside the PRC at the rate of 25%. Non-resident enterprises setting up institutions in the PRC pay enterprise income tax on the incomes obtained by such institutions in and outside the PRC at the rate of 25%. Non-resident enterprises with no institutions in the PRC, and non-resident enterprises with income having no substantial connection with their institutions in the PRC, pay enterprise income tax on their income obtained in the PRC at a reduced rate of 10%.
We are a holding company incorporated in the Cayman Islands and we gain substantial income by way of dividends paid to us from our PRC subsidiaries. The EIT Law and its implementation rules provide that China-sourced income of foreign enterprises, such as dividends paid by PRC subsidiaries to their equity holders that are non-resident enterprises, will normally be subject to PRC withholding tax at a rate of 10%, unless any such foreign investor’s jurisdiction of incorporation has a tax treaty with China that provides for a preferential tax rate or a tax exemption.
Under the EIT Law, an enterprise established outside of China with a “de facto management body” within China is considered a “resident enterprise,” which means that it is treated in a manner similar to a Chinese enterprise for enterprise income tax purposes. Although the implementation rules of the EIT Law define “de facto management body” as a managing body that actually, comprehensively manage and control the production and operation, staff, accounting, property, and other aspects of an enterprise, the only official guidance for this definition currently available is set forth in SAT Notice 82, which provides guidance on the determination of the tax residence status of a Chinese-controlled offshore incorporated enterprise, defined as an enterprise that is incorporated under the laws of a foreign country or territory and that has a PRC enterprise or enterprise group as its primary controlling shareholder. Although Pop Culture Group does not have a PRC enterprise or enterprise group as our primary controlling shareholder and is therefore not a Chinese-controlled offshore incorporated enterprise within the meaning of SAT Notice 82, in the absence of guidance specifically applicable to us, we have applied the guidance set forth in SAT Notice 82 to evaluate the tax residence status of Pop Culture Group and its subsidiaries organized outside the PRC.
According to SAT Notice 82, a Chinese-controlled offshore incorporated enterprise will be regarded as a PRC tax resident by virtue of having a “de facto management body” in China and will be subject to PRC enterprise income tax on its worldwide income only if all of the following criteria are met: (i) the places where senior management and senior management departments that are responsible for daily production, operation and management of the enterprise perform their duties are mainly located within the territory of China; (ii) financial decisions (such as money borrowing, lending, financing and financial risk management) and personnel decisions (such as appointment, dismissal and salary and wages) are decided or need to be decided by organizations or persons located within the territory of China; (iii) main property, accounting books, corporate seal, the board of directors and files of the minutes of shareholders’ meetings of the enterprise are located or preserved within the territory of China; and (iv) one half (or more) of the directors or senior management staff having the right to vote habitually reside within the territory of China.
We believe that we do not meet some of the conditions outlined in the immediately preceding paragraph. For example, as a holding company, the key assets and records of Pop Culture Group, including the resolutions and meeting minutes of our board of directors and the resolutions and meeting minutes of our shareholders, are located and maintained outside the PRC. In addition, we are not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities. Accordingly, we believe that Pop Culture Group and its offshore subsidiaries should not be treated as a “resident enterprise” for PRC tax purposes if the criteria for “de facto management body” as set forth in SAT Notice 82 were deemed applicable to us. However, as the tax residency status of an enterprise is subject to determination by the PRC tax authorities and uncertainties remain with respect to the interpretation of the term “de facto management body” as applicable to our offshore entities, we will continue to monitor our tax status.
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The implementation rules of the EIT Law provide that, (i) if the enterprise that distributes dividends is domiciled in the PRC or (ii) if gains are realized from transferring equity interests of enterprises domiciled in the PRC, then such dividends or gains are treated as China-sourced income. It is not clear how “domicile” may be interpreted under the EIT Law, and it may be interpreted as the jurisdiction where the enterprise is a tax resident. Therefore, if we are considered as a PRC tax resident enterprise for PRC tax purposes, any dividends we pay to our overseas shareholders which are non-resident enterprises as well as gains realized by such shareholders from the transfer of our shares may be regarded as China-sourced income and as a result become subject to PRC withholding tax at a rate of up to 10%. Our PRC counsel is unable to provide a “will” opinion because it believes that it is more likely than not that we and our offshore subsidiaries would be treated as non-resident enterprises for PRC tax purposes because we do not meet some of the conditions outlined in SAT Notice 82. In addition, our PRC counsel is not aware of any offshore holding companies with a corporate structure similar to ours that has been deemed a PRC “resident enterprise” by the PRC tax authorities as of the date of the annual report. Therefore, our PRC counsel believes that it is possible but highly unlikely that the income received by our overseas shareholders will be regarded as China-sourced income.
See “Item 3. Key Information—D. Risk Factors—Risks Relating to Doing Business in the PRC—Under the PRC Enterprise Income Tax Law, we may be classified as a PRC ‘resident enterprise’ for PRC enterprise income tax purposes. Such classification would likely result in unfavorable tax consequences to us and our non-PRC shareholders and have a material adverse effect on our results of operations and the value of your investment.”
Currently, as resident enterprises in the PRC, Heliheng and its subsidiaries as well as Xiamen Pop Culture and its subsidiaries in PRC are subject to the enterprise income tax at the rate of 25%, except that once an enterprise meets certain requirements and is identified as a small-scale minimal profit enterprise, the part of its taxable income not more than RMB1 million is subject to a reduced rate of 2.5% and the part between RMB1 million and 3 million is subject to a reduced rate of 5%. The EIT is calculated based on the entity’s global income as determined under PRC tax laws and accounting standards. If the PRC tax authorities determine that Pop Culture Group is a PRC resident enterprise for enterprise income tax purposes, we may be required to withhold a 10% withholding tax from dividends we pay to our shareholders that are non-resident enterprises. In addition, non-resident enterprise shareholders may be subject to a 10% PRC withholding tax on gains realized on the sale or other disposition of our Class A Ordinary Shares or Class B Ordinary Shares, if such income is treated as sourced from within the PRC. It is unclear whether our non-PRC individual shareholders would be subject to any PRC tax on dividends or gains obtained by such non-PRC individual shareholders in the event we are determined to be a PRC resident enterprise. If any PRC tax were to apply to dividends or gains realized by non-PRC individuals, it would generally apply at a rate of 20% unless a reduced rate is available under an applicable tax treaty. However, it is also unclear whether our non-PRC shareholders would be able to claim the benefits of any tax treaties between their country of tax residence and the PRC in the event that we are treated as a PRC resident enterprise. There is no guidance from the PRC government to indicate whether or not any tax treaties between the PRC and other countries would apply in circumstances where a non-PRC company was deemed to be a PRC tax resident, and thus there is no basis for expecting how tax treaty between the PRC and other countries may impact non-resident enterprises.
Hong Kong Taxation
Entities incorporated in Hong Kong are subject to profits tax in Hong Kong at the rate of 16.5%.
Cayman Islands Taxation
The Cayman Islands currently levies no taxes on individuals or corporations based upon profits, income, gains, or appreciation and there is no taxation in the nature of inheritance tax or estate duty. There are no other taxes likely to be material to us levied by the Government of the Cayman Islands except for stamp duties which may be applicable on instruments executed in, or, after execution, brought within the jurisdiction of the Cayman Islands. No stamp duty is payable in the Cayman Islands on the issue of shares by, or any transfers of shares of, Cayman Islands companies (except those which hold interests in land in the Cayman Islands). There are no exchange control regulations or currency restrictions in the Cayman Islands.
Payments of dividends and capital in respect of our Class A Ordinary Shares or Class B Ordinary Shares will not be subject to taxation in the Cayman Islands and no withholding will be required on the payment of a dividend or capital to any holder of our Class A Ordinary Shares or Class B Ordinary Shares, as the case may be, nor will gains derived from the disposal of our Class A Ordinary Shares or Class B Ordinary Shares be subject to Cayman Islands income or corporation tax.
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United States Federal Income Taxation
The following does not address the tax consequences to any particular investor or to persons in special tax situations such as:
| ● | banks; | |
| ● | financial institutions; | |
| ● | insurance companies; | |
| ● | regulated investment companies; | |
| ● | real estate investment trusts; | |
| ● | broker-dealers; |
| ● | persons that elect to mark their securities to market; | |
| ● | U.S. expatriates or former long-term residents of the U.S.; | |
| ● | governments or agencies or instrumentalities thereof; | |
| ● | tax-exempt entities; | |
| ● | persons liable for alternative minimum tax; | |
| ● | persons holding our Class A Ordinary Shares as part of a straddle, hedging, conversion or integrated transaction; | |
| ● | persons that actually or constructively own 10% or more of our voting power or value (including by reason of owning our Class A Ordinary Shares); | |
| ● | persons who acquired our Class A Ordinary Shares pursuant to the exercise of any employee share option or otherwise as compensation; | |
| ● | persons holding our Class A Ordinary Shares through partnerships or other pass-through entities; | |
| ● | beneficiaries of a Trust holding our Class A Ordinary Shares; or | |
| ● | persons holding our Class A Ordinary Shares through a trust. |
The discussion set forth below is addressed only to U.S. Holders that purchase Class A Ordinary Shares. Prospective purchasers are urged to consult their own tax advisors about the application of the U.S. federal income tax rules to their particular circumstances as well as the state, local, foreign, and other tax consequences to them of the purchase, ownership, and disposition of our Class A Ordinary Shares.
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Material Tax Consequences Applicable to U.S. Holders of Our Class A Ordinary Shares
The following sets forth the material U.S. federal income tax consequences related to the ownership and disposition of our Class A Ordinary Shares. It is directed to U.S. Holders (as defined below) of our Class A Ordinary Shares and is based upon laws and relevant interpretations thereof in effect as of the date of this annual report, all of which are subject to change. This description does not deal with all possible tax consequences relating to ownership and disposition of our Class A Ordinary Shares or U.S. tax laws, other than the U.S. federal income tax laws, such as the tax consequences under non-U.S. tax laws, state, local, and other tax laws.
The following brief description applies only to U.S. Holders that hold Class A Ordinary Shares as capital assets and that have the U.S. dollar as their functional currency. This brief description is based on the federal income tax laws of the United States in effect as of the date of this annual report and on U.S. Treasury regulations in effect or, in some cases, proposed, as of the date of this annual report, as well as judicial and administrative interpretations thereof available on or before such date. All of the foregoing authorities are subject to change, which change could apply retroactively and could affect the tax consequences described below.
The brief description below of the U.S. federal income tax consequences to “U.S. Holders” will apply to you if you are a beneficial owner of Class A Ordinary Shares and you are, for U.S. federal income tax purposes,
| ● | an individual who is a citizen or resident of the United States; | |
| ● | a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized under the laws of the United States, any state thereof or the District of Columbia; | |
| ● | an estate whose income is subject to U.S. federal income taxation regardless of its source; or | |
| ● | a trust that (1) is subject to the primary supervision of a court within the United States and the control of one or more U.S. persons for all substantial decisions or (2) has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
If a partnership (or other entities treated as a partnership for United States federal income tax purposes) is a beneficial owner of our Class A Ordinary Shares, the tax treatment of a partner in the partnership will depend upon the status of the partner and the activities of the partnership. Partnerships and partners of a partnership holding our Class A Ordinary Shares are urged to consult their tax advisors regarding an investment in our Class A Ordinary Shares.
Taxation of Dividends and Other Distributions on Our Class A Ordinary Shares
Subject to the PFIC rules discussed below, the gross amount of distributions made by us to you with respect to the Class A Ordinary Shares (including the amount of any taxes withheld therefrom) will generally be includable in your gross income as dividend income on the date of receipt by you, but only to the extent that the distribution is paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax principles). With respect to corporate U.S. Holders, the dividends will not be eligible for the dividends-received deduction allowed to corporations in respect of dividends received from other U.S. corporations.
With respect to non-corporate U.S. Holders, including individual U.S. Holders, dividends will be taxed at the lower capital gains rate applicable to qualified dividend income, provided that (1) the Class A Ordinary Shares are readily tradable on an established securities market in the United States, or we are eligible for the benefits of an approved qualifying income tax treaty with the United States that includes an exchange of information program, (2) we are not a PFIC for either our taxable year in which the dividend is paid or the preceding taxable year, and (3) certain holding period requirements are met. Because there is no income tax treaty between the United States and the Cayman Islands, clause (1) above can be satisfied only if the Class A Ordinary Shares are readily tradable on an established securities market in the United States. Under U.S. Internal Revenue Service authority, Class A Ordinary Shares are considered for purpose of clause (1) above to be readily tradable on an established securities market in the United States if they are listed on certain exchanges, which presently include the NYSE and the Nasdaq Stock Market. You are urged to consult your tax advisors regarding the availability of the lower rate for dividends paid with respect to our Class A Ordinary Shares, including the effects of any change in law after the date of this annual report.
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Dividends will constitute foreign source income for foreign tax credit limitation purposes. If the dividends are taxed as qualified dividend income (as discussed above), the amount of the dividend taken into account for purposes of calculating the foreign tax credit limitation will be limited to the gross amount of the dividend, multiplied by the reduced rate divided by the highest rate of tax normally applicable to dividends. The limitation on foreign taxes eligible for credit is calculated separately with respect to specific classes of income. For this purpose, dividends distributed by us with respect to our Class A Ordinary Shares will constitute “passive category income” but could, in the case of certain U.S. Holders, constitute “general category income.”
To the extent that the amount of the distribution exceeds our current and accumulated earnings and profits (as determined under U.S. federal income tax principles), it will be treated first as a tax-free return of your tax basis in your Class A Ordinary Shares, and to the extent the amount of the distribution exceeds your tax basis, the excess will be taxed as capital gain. We do not intend to calculate our earnings and profits under U.S. federal income tax principles. Therefore, a U.S. Holder should expect that a distribution will be treated as a dividend even if that distribution would otherwise be treated as a non-taxable return of capital or as capital gain under the rules described above.
Taxation of Dispositions of Class A Ordinary Shares
Subject to the PFIC rules discussed below, you will recognize taxable gain or loss on any sale, exchange, or other taxable disposition of a share equal to the difference between the amount realized (in U.S. dollars) for the share and your tax basis (in U.S. dollars) in the Class A Ordinary Shares. The gain or loss will be capital gain or loss. If you are a non-corporate U.S. Holder, including an individual U.S. Holder, who has held the Class A Ordinary Shares for more than one year, you will generally be eligible for reduced tax rates. The deductibility of capital losses is subject to limitations. Any such gain or loss that you recognize will generally be treated as United States source income or loss for foreign tax credit limitation purposes which will generally limit the availability of foreign tax credits.
PFIC Consequences
A non-U.S. corporation is considered a PFIC, as defined in Section 1297(a) of the US Internal Revenue Code, for any taxable year if either:
| ● | at least 75% of its gross income for such taxable year is passive income; or | |
| ● | at least 50% of the value of its assets (based on an average of the quarterly values of the assets during a taxable year) is attributable to assets that produce or are held for the production of passive income (the “asset test”). |
Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets. We will be treated as owning our proportionate share of the assets and earning our proportionate share of the income of any other corporation in which we own, directly or indirectly, at least 25% (by value) of the stock. In determining the value and composition of our assets for purposes of the PFIC asset test, (1) the cash we raise in our offerings will generally be considered to be held for the production of passive income and (2) the value of our assets must be determined based on the market value of our Class A Ordinary Shares from time to time, which could cause the value of our non-passive assets to be less than 50% of the value of all of our assets on any particular quarterly testing date for purposes of the asset test.
Based on our operations and the composition of our assets we do not expect to be treated as a PFIC under the current PFIC rules. We must make a separate determination each year as to whether we are a PFIC, however, and there can be no assurance with respect to our status as a PFIC for our current taxable year or any future taxable year. Depending on the amount of cash and any other assets held for the production of passive income, it is possible that, for our current taxable year or for any subsequent taxable year, more than 50% of our assets may be assets held for the production of passive income. We will make this determination following the end of any particular tax year. Although the law in this regard is unclear, we are treating the VIE as being owned by us for United States federal income tax purposes, not only because we control their management decisions, but also because we are entitled to the economic benefits associated with the VIE, and as a result, we are treating the VIE as our wholly-owned subsidiary for U.S. federal income tax purposes. If we are not treated as owning the VIE for United States federal income tax purposes, we would likely be treated as a PFIC. In addition, because the value of our assets for purposes of the asset test will generally be determined based on the market price of our Class A Ordinary Shares and because cash is generally considered to be an asset held for the production of passive income, our PFIC status will depend in large part on the market price of our Class A Ordinary Shares and the amount of cash we raise in our offerings. Accordingly, fluctuations in the market price of the Class A Ordinary Shares may cause us to become a PFIC. In addition, the application of the PFIC rules is subject to uncertainty in several respects and the composition of our income and assets will be affected by how, and how quickly, we spend the cash we raise in our offerings. We are under no obligation to take steps to reduce the risk of our being classified as a PFIC, and as stated above, the determination of our ownership of the VIE, and the determination of the value of our assets will depend upon material facts (including the market price of our Class A Ordinary Shares from time to time and the amount of cash we raise in our offerings) that may not be within our control. If we are a PFIC for any year during which you hold Class A Ordinary Shares, we will continue to be treated as a PFIC for all succeeding years during which you hold Class A Ordinary Shares. If we cease to be a PFIC and you did not previously make a timely “mark-to-market” election as described below, however, you may avoid some of the adverse effects of the PFIC regime by making a “purging election” (as described below) with respect to the Class A Ordinary Shares.
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If we are a PFIC for your taxable year(s) during which you hold Class A Ordinary Shares, you will be subject to special tax rules with respect to any “excess distribution” that you receive and any gain you realize from a sale or other disposition (including a pledge) of the Class A Ordinary Shares, unless you make a “mark-to-market” election as discussed below. Distributions you receive in a taxable year that are greater than 125% of the average annual distributions you received during the shorter of the three preceding taxable years or your holding period for the Class A Ordinary Shares will be treated as an excess distribution. Under these special tax rules:
| ● | the excess distribution or gain will be allocated ratably over your holding period for the Class A Ordinary Shares; | |
| ● | the amount allocated to your current taxable year, and any amount allocated to any of your taxable year(s) prior to the first taxable year in which we were a PFIC, will be treated as ordinary income, and | |
| ● | the amount allocated to each of your other taxable year(s) will be subject to the highest tax rate in effect for that year and the interest charge generally applicable to underpayments of tax will be imposed on the resulting tax attributable to each such year. |
The tax liability for amounts allocated to years prior to the year of disposition or “excess distribution” cannot be offset by any net operating losses for such years, and gains (but not losses) realized on the sale of the Class A Ordinary Shares cannot be treated as capital, even if you hold the Class A Ordinary Shares as capital assets.
A U.S. Holder of “marketable stock” (as defined below) in a PFIC may make a mark-to-market election under Section 1296 of the US Internal Revenue Code for such stock to elect out of the tax treatment discussed above. If you make a mark-to-market election for first taxable year which you hold (or are deemed to hold) Class A Ordinary Shares and for which we are determined to be a PFIC, you will include in your income each year an amount equal to the excess, if any, of the fair market value of the Class A Ordinary Shares as of the close of such taxable year over your adjusted basis in such Class A Ordinary Shares, which excess will be treated as ordinary income and not capital gain. You are allowed an ordinary loss for the excess, if any, of the adjusted basis of the Class A Ordinary Shares over their fair market value as of the close of the taxable year. Such ordinary loss, however, is allowable only to the extent of any net mark-to-market gains on the Class A Ordinary Shares included in your income for prior taxable years. Amounts included in your income under a mark-to-market election, as well as gain on the actual sale or other disposition of the Class A Ordinary Shares, are treated as ordinary income. Ordinary loss treatment also applies to any loss realized on the actual sale or disposition of the Class A Ordinary Shares, to the extent that the amount of such loss does not exceed the net mark-to-market gains previously included for such Class A Ordinary Shares. Your basis in the Class A Ordinary Shares will be adjusted to reflect any such income or loss amounts. If you make a valid mark-to-market election, the tax rules that apply to distributions by corporations which are not PFICs would apply to distributions by us, except that the lower applicable capital gains rate for qualified dividend income discussed above under “—Taxation of Dividends and Other Distributions on our Class A Ordinary Shares” generally would not apply.
The mark-to-market election is available only for “marketable stock,” which is stock that is traded in other than de minimis quantities on at least 15 days during each calendar quarter (“regularly traded”) on a qualified exchange or other market (as defined in applicable U.S. Treasury regulations), including the Nasdaq Capital Market. If the Class A Ordinary Shares are regularly traded on the Nasdaq Capital Market and if you are a holder of Class A Ordinary Shares, the mark-to-market election would be available to you were we to be or become a PFIC.
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Alternatively, a U.S. Holder of stock in a PFIC may make a “qualified electing fund” election under Section 1295(b) of the U.S. Internal Revenue Code with respect to such PFIC to elect out of the tax treatment discussed above. A U.S. Holder who makes a valid qualified electing fund election with respect to a PFIC will generally include in gross income for a taxable year such holder’s pro rata share of the corporation’s earnings and profits for the taxable year. The qualified electing fund election, however, is available only if such PFIC provides such U.S. Holder with certain information regarding its earnings and profits as required under applicable U.S. Treasury regulations. We do not currently intend to prepare or provide the information that would enable you to make a qualified electing fund election. If you hold Class A Ordinary Shares in any taxable year in which we are a PFIC, you will be required to file U.S. Internal Revenue Service Form 8621 in each such year and provide certain annual information regarding such Class A Ordinary Shares, including regarding distributions received on the Class A Ordinary Shares and any gain realized on the disposition of the Class A Ordinary Shares.
If you do not make a timely “mark-to-market” election (as described above), and if we were a PFIC at any time during the period you hold our Class A Ordinary Shares, then such Class A Ordinary Shares will continue to be treated as stock of a PFIC with respect to you even if we cease to be a PFIC in a future year, unless you make a “purging election” for the year we cease to be a PFIC. A “purging election” creates a deemed sale of such Class A Ordinary Shares at their fair market value on the last day of the last year in which we are treated as a PFIC. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, you will have a new basis (equal to the fair market value of the Class A Ordinary Shares on the last day of the last year in which we are treated as a PFIC) and holding period (which new holding period will begin the day after such last day) in your Class A Ordinary Shares for tax purposes.
IRC Section 1014(a) provides for a step-up in basis to the fair market value for our Class A Ordinary Shares when inherited from a decedent that was previously a holder of our Class A Ordinary Shares. However, if we are determined to be a PFIC and a decedent that was a U.S. Holder did not make either a timely qualified electing fund election for our first taxable year as a PFIC in which the U.S. Holder held (or was deemed to hold) our Class A Ordinary Shares, or a mark-to-market election and ownership of those Class A Ordinary Shares are inherited, a special provision in IRC Section 1291(e) provides that the new U.S. Holder’s basis should be reduced by an amount equal to the Section 1014 basis minus the decedent’s adjusted basis just before death. As such if we are determined to be a PFIC at any time prior to a decedent’s passing, the PFIC rules will cause any new U.S. Holder that inherits our Class A Ordinary Shares from a U.S. Holder to not get a step-up in basis under Section 1014 and instead will receive a carryover basis in those Class A Ordinary Shares.
You are urged to consult your tax advisors regarding the application of the PFIC rules to your investment in our Class A Ordinary Shares and the elections discussed above.
Information Reporting and Backup Withholding
Dividend payments with respect to our Class A Ordinary Shares and proceeds from the sale, exchange, or redemption of our Class A Ordinary Shares may be subject to information reporting to the U.S. Internal Revenue Service and possible U.S. backup withholding under Section 3406 of the U.S. Internal Revenue Code with at a current flat rate of 24%. Backup withholding will not apply, however, to a U.S. Holder who furnishes a correct taxpayer identification number and makes any other required certification on U.S. Internal Revenue Service Form W-9 or who is otherwise exempt from backup withholding. U.S. Holders who are required to establish their exempt status generally must provide such certification on U.S. Internal Revenue Service Form W-9. U.S. Holders are urged to consult their tax advisors regarding the application of the U.S. information reporting and backup withholding rules.
Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against your U.S. federal income tax liability, and you may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund with the U.S. Internal Revenue Service and furnishing any required information. We do not intend to withhold taxes for individual shareholders. Transactions effected through certain brokers or other intermediaries, however, may be subject to withholding taxes (including backup withholding), and such brokers or intermediaries may be required by law to withhold such taxes.
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Under the Hiring Incentives to Restore Employment Act of 2010, certain U.S. Holders are required to report information relating to our Class A Ordinary Shares, subject to certain exceptions (including an exception for Class A Ordinary Shares held in accounts maintained by certain financial institutions), by attaching a complete Internal Revenue Service Form 8938, Statement of Specified Foreign Financial Assets, with their tax return for each year in which they hold Class A Ordinary Shares. Failure to report such information could result in substantial penalties. You should consult your own tax advisor regarding your obligation to file a Form 8938.
F. Dividends and Paying Agents
Not applicable.
G. Statement by Experts
Not applicable.
H. Documents on Display
We are subject to the periodic reporting and other informational requirements of the Exchange Act. Under the Exchange Act, we are required to file reports and other information with the SEC. Specifically, we are required to file annually a Form 20-F within four months after the end of each fiscal year. The public may obtain information regarding the Washington, D.C. Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding registrants that make electronic filings with the SEC using its EDGAR system. As a foreign private issuer, we are exempt from the rules of the Exchange Act prescribing, among other things, the furnishing and content of proxy statements to shareholders, and our executive officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act.
I. Subsidiary Information
For a listing of our subsidiaries, see “Item 4. Information on the Company—A. History and Development of the Company.”
J. Annual Report to Security Holders
If we are required to provide an annual report to security holders in response to the requirements of Form 6-K, we will submit the annual report to security holders in electronic format in accordance with the EDGAR Filer Manual.
Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Foreign Exchange Risk
Our business is conducted in the PRC by the PRC operating entities, and the PRC operating entities’ books and records are maintained in RMB. The financial statements that we file with the SEC and provide to our shareholders are presented in U.S. dollars. Changes in the exchange rates between the RMB and U.S. dollar affect the value of the PRC operating entities’ assets and results of operations, when presented in U.S. dollars.
The value of the RMB against the U.S. dollar and other currencies may fluctuate and is affected by, among other things, changes in the PRC’s political and economic conditions and perceived changes in the economy of the PRC and the United States. Any significant revaluation of the RMB may materially and adversely affect our cash flows, revenue, and financial condition. Further, our Class A Ordinary Shares offered in the U.S. are offered in U.S. dollars, and we need to convert the net proceeds we receive into RMB in order to use the funds for the PRC operating entities’ business. Changes in the conversion rate among the U.S. dollar and the RMB will affect the amount of proceeds we will have available for the PRC operating entities’ business.
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Very limited hedging options are available in China to reduce our exposure to exchange rate fluctuations. To date, we have not entered into any hedging transactions in an effort to reduce our exposure to foreign currency exchange risk. While we may decide to enter into more hedging transactions in the future, the availability and effectiveness of these hedges may be limited and we may not be able to adequately hedge our exposure or at all. In addition, our currency exchange losses may be magnified by PRC exchange control regulations that restrict our ability to convert RMB into foreign currency. As a result, fluctuations in exchange rates may have a material adverse effect on your investment.
Credit Risk
Financial instruments that potentially subject us to significant concentrations of credit risk consist primarily of cash. As of June 30, 2023 and 2022, $724,437 and $5,281,823 of our cash was maintained with state-owned banks within the PRC, respectively. Per PRC regulations, the maximum insured bank deposit amount is approximately $76,500 (RMB500,000) for each financial institution. According to press release of China Securities Times and China News on July 13, 2023, Hong Kong Monetary Authority proposed that the upper limit of deposit protection in Hong Kong be enhanced to HK$800,000 from HK$500,000. While management believes that these financial institutions are of high credit quality, it also continually monitors their credit worthiness.
Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposed to credit risk. The risk is mitigated by our assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances.
Interest Rate Risk
We have not used derivative financial instruments to hedge interest risk. Interest-earning instruments carry a degree of interest rate risk. We have not been exposed, nor do we anticipate being exposed to material risks due to changes in market interest rates. However, our future interest income may fall short of expectations due to changes in market interest rates.
Inflation Risk
In recent years, inflation has not had a material impact on our results of operations. According to the National Bureau of Statistics of China, the consumer price index in China increased by 0.4%, 0.9%, and 2.5%, in first three quarters of 2023, and calendar years of 2022 and 2021, respectively. Although we have not in the past been materially affected by inflation since our inception, we can provide no assurance that we will not be affected in the future by higher rates of inflation in China. If inflation rises, it may materially and adversely affect our business.
Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
A. Debt Securities
Not applicable.
B. Warrants and Rights
Not applicable.
C. Other Securities
Not applicable.
D. American Depositary Shares
Not applicable.
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Part II
Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES
None.
Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
See “Item 10. Additional Information” for a description of the rights of securities holders, which remain unchanged.
Use of Proceeds
The following “Use of Proceeds” information relates to the registration statement on Form F-1, as amended (File Number 333-253777) for our initial public offering, which was declared effective by the SEC on June 29, 2021. In July 2021, we completed our initial public offering in which we issued and sold an aggregate of 6,200,000 Class A Ordinary Shares, at a price of $6.00 per share for $37.2 million. Network 1 Financial Securities, Inc. was the representative of the underwriters of our initial public offering.
We incurred approximately $2,360,602 in expenses in connection with our initial public offering, which included approximately $1,524,000 in underwriting discounts, approximately $414,783 in expenses paid to or for underwriters, and approximately $421,819 in other expenses. None of the transaction expenses included payments to directors or officers of our company or their associates, persons owning more than 10% or more of our equity securities or our affiliates. None of the net proceeds we received from the initial public offering were paid, directly or indirectly, to any of our directors or officers or their associates, persons owning 10% or more of our equity securities or our affiliates. The net proceeds raised from the initial public offering were $34,839,398 after deducting underwriting discounts and the offering expenses payable by us. As of September 30, 2023, we had used approximately $10.8 million for the online content development and operation, $5.9 million for creating works of hip-hop intellectual property, $7.4 million for hip-hop training, and $4.4 million for hip-hop events promotion. We intend to use the remaining proceeds from our initial public offering in the manner disclosed in our registration statement on Form F-1, as amended (File Number 333-253777).
Item 15. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we carried out an evaluation of the effectiveness of our disclosure controls and procedures, which is defined in Rules 13a-15(e) of the Exchange Act, as of June 30, 2023.
Based on that evaluation, our management has concluded that, due to the material weaknesses described below, as of June 30, 2023, our disclosure controls and procedures were not effective. Our conclusion is based on the fact that we do not have sufficient in-house personnel in our accounting department with sufficient knowledge of the U.S. GAAP and SEC reporting rules. Our management is currently in the process of evaluating the steps necessary to remediate the ineffectiveness, such as (i) hiring more qualified accounting personnel with relevant U.S. GAAP and SEC reporting experience and qualifications to strengthen the financial reporting function and to set up a financial and system control framework, and (ii) implementing regular and continuous U.S. GAAP accounting and financial reporting training programs for our accounting and financial reporting personnel.
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Under the supervision and with the participation of our management, including our chief executive officer and chief financial officer, we conducted an assessment of the effectiveness of our internal control over financial reporting as of June 30, 2023. The assessment was based on criteria established in the framework Internal Control—Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concluded that our internal control over financial reporting was not effective as of June 30, 2023. Our management identified the material weakness(es) in our internal control over financial reporting as insufficient in-house personnel in our accounting department with sufficient knowledge of the U.S. GAAP and SEC reporting rules.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or because the degree of compliance with policies or procedures may deteriorate.
122
Attestation Report of the Registered Public Accounting Firm
This annual report on Form 20-F does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC where domestic and foreign registrants that are non-accelerated filers, which we are, and “emerging growth companies,” which we also are, are not required to provide the auditor attestation report.
Changes in Internal Control over Financial Reporting
There were no changes in our internal controls over financial reporting that occurred during the period covered by this annual report on Form 20-F that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 16. [RESERVED]
Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT
Mr. Christopher Kohler qualifies as an “audit committee financial expert” as defined in Item 16A of Form 20-F. Mr. Christopher Kohler satisfies the “independence” requirements of Section 5605(a)(2) of the NASDAQ Listing Rules as well as the independence requirements of Rule 10A-3 under the Exchange Act.
Item 16B. CODE OF ETHICS
Our board of directors has adopted a code of business conduct and ethics, which is applicable to all of our directors, officers, and employees. Our code of business conduct and ethics is publicly available on our website.
Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth the aggregate fees by categories specified below in connection with certain professional services rendered and billed by WWC, P.C., our independent registered public accounting firm since April 5, 2022, and Friedman LLP, our independent registered public accounting firm before April 5, 2022, for the periods indicated.
| For the Fiscal Years Ended June 30, | ||||||||
| 2023 | 2022 | |||||||
| Audit fees (1) | $ | 145,000 | $ | 307,400 | ||||
| Audit-Related fees | - | |||||||
| Tax fees | - | |||||||
| All other fees | - | |||||||
| Total | $ | 145,000 | $ | 307,400 | ||||
| (1) | Audit fees include the aggregate fees billed for each of the fiscal years for professional services rendered by our independent registered public accounting firm for the audit of our annual financial statements or for the audits of our financial statements. |
The policy of our audit committee is to pre-approve all audit and non-audit services provided by our independent registered public accounting firm, including audit services, audit-related services, tax services, and other services as described above.
123
Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES
Not applicable.
Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
None.
Item 16F. CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
There has been no change in independent accountants for our Company during the two most recent fiscal years or any subsequent interim period except as previously reported in our Form 6-K filed with the SEC on April 8, 2022. There have been no disagreements of the type required to be disclosed by Item 16F(b).
Item 16G. CORPORATE GOVERNANCE
As a Cayman Islands company listed on the Nasdaq Capital Market, we are subject to the Nasdaq corporate governance listing standards. Nasdaq rules, however, permit a foreign private issuer like us to follow the corporate governance practices of its home country. Certain corporate governance practices in the Cayman Islands, which is our home country, may differ significantly from the Nasdaq corporate governance listing standards.
Nasdaq Listing Rule 5635 generally provides that shareholder approval is required of U.S. domestic companies listed on Nasdaq prior to issuance (or potential issuance) of securities (i) equaling 20% or more of the company’s common stock or voting power for less than the greater of market or book value (ii) resulting in a change of control of the company; and (iii) which is being issued pursuant to a stock option or purchase plan to be established or materially amended or other equity compensation arrangement made or materially amended. Notwithstanding this general requirement, Nasdaq Listing Rule 5615(a)(3)(A) permits foreign private issuers to follow their home country practice rather than these shareholder approval requirements. The Cayman Islands do not require shareholder approval prior to any of the foregoing types of issuances. We, therefore, are not required to obtain such shareholder approval prior to entering into a transaction with the potential to issue securities as described above. Specifically, our board of directors has elected to follow our home country rules and be exempt from the requirements to obtain shareholder approval for (1) shareholder approval for the issuance of securities in connection with the acquisition of the stock or assets of another company under the Nasdaq Listing Rule 5635(a), (2) the issuance of securities when the issuance or potential issuance will result in a change of control of our Company under Nasdaq Listing Rule 5635(b), (3) shareholder approval for share incentive plans under the Nasdaq Listing Rule 5635(c), and (4) the issuance of 20% or more of our outstanding ordinary shares under Nasdaq Listing Rule 5635(d).
Nasdaq Listing Rule 5605(b)(1) requires listed companies to have, among other things, a majority of its board members be independent. As a foreign private issuer, however, we are permitted to, and we may follow home country practice in lieu of the above requirements. The corporate governance practice in our home country, the Cayman Islands, does not require a majority of our board to consist of independent directors. Currently, a majority of our board members are independent. However, if we change our board composition such that independent directors do not constitute a majority of our board of directors, our shareholders may be afforded less protection than they would otherwise enjoy under Nasdaq’s corporate governance requirements applicable to U.S. domestic issuers. See “Item 3. Key Information—D. Risk Factors—Risks Relating to Our Class A Ordinary Shares and the Trading Market—Because we are a foreign private issuer and intend to take advantage of exemptions from certain Nasdaq corporate governance standards applicable to U.S. issuers, you will have less protection than you would have if we were a domestic issuer.”
Other than those described above, there are no significant differences between our corporate governance practices and those followed by U.S. domestic companies under Nasdaq corporate governance listing standards.
Item 16H. MINE SAFETY DISCLOSURE
Not applicable.
Item 16I. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not applicable.
Item 16J. INSIDER TRADING POLICIES
We have adopted insider trading policies governing the purchase, sale, and other dispositions of our securities by directors, senior management, and employees. A copy of the insider trading policies is filed as an exhibit to this annual report.
Item 16K. CYBERSECURITY
Pursuant to the applicable SEC transition guidance, the disclosure required by Item 16K will be applicable to the Company from the fiscal year ending June 30, 2024.
124
Part III
Item 17. FINANCIAL STATEMENTS
We have elected to provide financial statements pursuant to Item 18.
Item 18. FINANCIAL STATEMENTS
The consolidated financial statements of Pop Culture Group, and its operating entities are included at the end of this annual report.
Item 19. EXHIBITS
EXHIBIT INDEX
125
126
| * | Filed with this annual report on Form 20-F |
| ** | Furnished with this annual report on Form 20-F |
127
SIGNATURES
The registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.
| Pop Culture Group Co., Ltd | ||
| By: | /s/ Zhuoqin Huang | |
| Zhuoqin Huang | ||
| Chief Executive Officer, Director, and | ||
| Chairman of the Board of Directors | ||
| Date: October 31, 2023 | ||
128
POP CULTURE GROUP CO., LTD
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
| To: | The Board of Directors and Shareholders |
| Pop Culture Group Co., Ltd |
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Pop Culture Group Co., Ltd and its subsidiaries (collectively the “Company”) as of June 30, 2023 and 2022, and the related consolidated statements of operations and comprehensive income(loss), changes in shareholders’ equity, and cash flows for the fiscal years ended June 30, 2023 and 2022, 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 June 30, 2023 and 2022, and the results of its operations and its cash flows for the fiscal years ended June 30, 2023 and 2022, in conformity with accounting principles generally accepted in the United States of America.
Emphasis of Matter
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 2 to the consolidated financial statements, the Company has an accumulated deficit that raise doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Our opinion is not modified with respect to this matter.
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 audits. 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 audits 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 audits, 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 audits 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 audits 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 audits provide a reasonable basis for our opinion.
/s/ WWC, P.C.
Certified Public Accountants
PCAOB ID No.
We have served as the Company’s auditor since April 2022.
October 31, 2023
F-2
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of Pop Culture Group Co., Ltd
Opinion on the Financial Statements
We have audited the accompanying consolidated statements of income and comprehensive income, shareholders’ equity and cash flows of Pop Culture Group Co., Ltd and subsidiaries (collectively, the “Company”) for the year ended June 30, 2021, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the results of its operations and its cash flows for the year ended June 30, 2021, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated 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 consolidated 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 consolidated 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 consolidated 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 consolidated financial statements. We believe that our audit provide a reasonable basis for our opinion.
/s/ Friedman LLP
We had served as the Company’s auditor since 2019 through 2022.
New York, New York
November 10, 2021
F-3
POP CULTURE GROUP CO., LTD
CONSOLIDATED BALANCE SHEETS
(In U.S. dollars, except share data)
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS: | ||||||||
| Cash | $ | $ | ||||||
Investment in film | ||||||||
| Accounts receivable, net | ||||||||
| Advance to suppliers | ||||||||
| Due from related parties | ||||||||
| Prepaid expenses and other current assets | ||||||||
| TOTAL CURRENT ASSETS | ||||||||
| Property and equipment, net | ||||||||
| Intangible asset, net | ||||||||
| Operating right-of-use asset | ||||||||
| Prepaid Taxes | ||||||||
| Deferred tax assets | ||||||||
| Other non-current assets | ||||||||
| TOTAL ASSETS | $ | $ | ||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| CURRENT LIABILITIES: | ||||||||
| Short-term bank loans | $ | $ | ||||||
| Long-term bank loans -current portion | ||||||||
| Accounts payable | ||||||||
| Deferred revenue | ||||||||
| Taxes payable | ||||||||
| Due to a related party | - | |||||||
| Accrued liabilities and other payables | ||||||||
| Operating lease liability - current | ||||||||
| TOTAL CURRENT LIABILITIES | ||||||||
| Long-term bank loans | - | |||||||
| Operating lease liability - non-current | ||||||||
| TOTAL LIABILITIES | ||||||||
| Commitments and contingencies | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
Ordinary shares (par value $ | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Statutory reserve | ||||||||
| Retained earnings (accumulated deficit) | ( | ) | ||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| TOTAL POP CULTURE GROUP CO., LTD SHAREHOLDERS’ EQUITY | ||||||||
| Non-controlling interests | ( | ) | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-4
POP CULTURE GROUP CO., LTD
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME(LOSS)
(In U.S. dollars, except share data)
| For the fiscal years ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Event hosting | $ | $ | $ | |||||||||
| Event planning and execution | ||||||||||||
| Brand promotion | ||||||||||||
| Other services | ||||||||||||
| REVENUE, NET | $ | $ | $ | |||||||||
| Cost of revenue | ||||||||||||
| GROSS PROFIT(LOSS) | ( |
) | ||||||||||
| Selling and marketing expenses | ||||||||||||
| General and administrative expenses | ||||||||||||
| Impairment loss | ||||||||||||
| Research and development expenses | ||||||||||||
| Total operating expenses | ||||||||||||
| INCOME (LOSS) FROM OPERATIONS | ( |
) | ||||||||||
| Other income (expenses): | ||||||||||||
| Interest expenses, net | ( |
) | ( |
) | ( |
) | ||||||
| Other income (expenses), net | ||||||||||||
| Total other income (expenses), net | ( |
) | ( |
) | ||||||||
| - | ||||||||||||
| INCOME (LOSS) BEFORE INCOME TAX PROVISION | ( |
) | ||||||||||
| PROVISION FOR INCOME TAXES | ||||||||||||
| - | ||||||||||||
| NET INCOME (LOSS) | ( |
) | ||||||||||
| Less: net income(loss) attributable to non-controlling interests | ( |
) | ( |
) | ||||||||
| NET INCOME (LOSS) ATTRIBUTABLE TO POP CULTURE GROUP CO., LTD SHAREHOLDERS | ( |
) | ||||||||||
| Other comprehensive income (loss): | ||||||||||||
| Foreign currency translation adjustment | ( |
) | ( |
) | ||||||||
| COMPREHENSIVE INCOME (LOSS) | ( |
) | ( |
) | ||||||||
| Less: comprehensive loss attributable to non-controlling interest | ( |
) | ( |
) | ||||||||
| COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO POP CULTURE GROUP CO., LTD SHAREHOLDERS | $ | ( |
) | $ | ( |
) | $ | |||||
| Net income per share | ||||||||||||
| $ | ( |
) | $ | $ | ||||||||
| Weighted average shares used in calculating net income per share* | ||||||||||||
| * |
The accompanying notes are an integral part of these consolidated financial statements.
F-5
POP CULTURE GROUP CO., LTD AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
(In U.S. dollars, except share data)
| Ordinary shares | Subscription | Additional paid-in | Retained | Statutory | Accumulated other comprehensive | Total Pop Culture Group Co., Ltd’s Shareholders’ | Non- Controlling | Total shareholders’ | ||||||||||||||||||||||||||||||||
| Shares* | Amount | receivable | capital | earnings | reserve | (loss) income | Equity | Interests | Equity | |||||||||||||||||||||||||||||||
| Balance as of June 30, 2020 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Shares issued for acquisition of non-controlling interests | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| Net income for the period | - | |||||||||||||||||||||||||||||||||||||||
| Appropriation of statutory reserve | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | - | |||||||||||||||||||||||||||||||||||||||
| Balance as of June 30, 2021 | ( | ) | ||||||||||||||||||||||||||||||||||||||
| Capital contribution from shareholders | - | |||||||||||||||||||||||||||||||||||||||
| Issuance of Class A Ordinary Shares | ||||||||||||||||||||||||||||||||||||||||
| Net income for the period | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Appropriation of statutory reserve | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance as of June 30, 2022 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||
| Capital contribution from shareholders | - | |||||||||||||||||||||||||||||||||||||||
| Acquisition of Non-controlling interests | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Net income for the period | - | ( | ) | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||
| Appropriation of statutory reserve | - | ( | ) | |||||||||||||||||||||||||||||||||||||
| Foreign currency translation loss | - | ( | ) | ( | ) | ( | ) | |||||||||||||||||||||||||||||||||
| Balance June 30, 2023 | $ | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | $ | ( | ) | $ | ||||||||||||||||||||||
| * | Retroactively | restated to reflect 1-for-10 share consolidation effective on October 26, 2023 |
The accompanying notes are an integral part of these consolidated financial statements.
F-6
POP CULTURE GROUP CO., LTD
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In U.S. dollars)
| For the fiscal years ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Cash flows from operating activities: | ||||||||||||
| Net Income | $ | ( |
) | $ | $ | |||||||
| Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||||||||||||
| Allowance for doubtful accounts | ||||||||||||
| Impairment loss | ||||||||||||
| Depreciation and amortization | ||||||||||||
| Deferred tax benefit | ( |
) | ( |
) | ||||||||
| Non-cash lease expenses | ||||||||||||
| Loss/(gain) from disposal of property and equipment | ( |
) | ||||||||||
| Changes in assets and liabilities: | ||||||||||||
| Accounts receivable | ( |
) | ( |
) | ||||||||
| Advance to suppliers | ( |
) | ||||||||||
| Prepaid expenses and other current assets | ( |
) | ||||||||||
| Other non-current assets | ( |
) | ||||||||||
| Accounts payable | ( |
) | ( |
) | ||||||||
| Deferred revenue | ( |
) | ( |
) | ||||||||
| Taxes payable | ||||||||||||
| Accrued liabilities and other payables | ( |
) | ( |
) | ||||||||
| Due to a related party | ( |
) | ||||||||||
| Operating lease liability | ( |
) | ( |
) | ( |
) | ||||||
| Net cash provided by (used in) operating activities | ( |
) | ( |
) | ( |
) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Purchase of property and equipment | ( |
) | ( |
) | ||||||||
| Prepayment for intangible items | ( |
) | ||||||||||
| Advance paid for brand authorization | ( |
) | ||||||||||
| Investment in film, net | ( |
) | ||||||||||
| Lending to related party | ( |
) | ||||||||||
| Investment of equity method investments | ( |
) | ( |
) | ||||||||
| Net cash (used in) provided by investing activities | ( |
) | ( |
) | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from short-term bank loans | ||||||||||||
| Repayments of short-term bank loans | ( |
) | ( |
) | ( |
) | ||||||
| Proceeds from long-term bank loans | ( |
) | ||||||||||
| Repayments of long-term bank loans | ( |
) | ||||||||||
| Contribution from shareholders | ||||||||||||
| Repayments of related party loan | ( |
) | ||||||||||
| Payment for deferred offering costs | ( |
) | ||||||||||
| Net cash provided by financing activities | ||||||||||||
| Effect of exchange rate changes | ( |
) | ||||||||||
| Net increase (decrease) in cash | ( |
) | ( |
) | ||||||||
| Cash at beginning of year | ||||||||||||
| Cash at end of year | $ | $ | $ | |||||||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||||||||
| Income tax paid | $ | $ | $ | |||||||||
| Interest expenses paid | $ | $ | $ | |||||||||
| Non-cash investing and financing activities: | ||||||||||||
| Payment for R&D services received in the current period, funded through a prior period deposit designated as an investment. | $ | $ | $ | |||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES |
Xiamen Pop Culture Co., Ltd (“Pop Culture” or the “VIE”) was incorporated in Xiamen on March 29, 2007 under the laws of the People’s Republic of China (the “PRC” or “China”). Pop Culture hosts entertainment events and provides event planning and execution services and brand promotion services to corporate clients.
Pop Culture has seven wholly-owned subsidiaries in the PRC as follows:
| ● | Shanghai Pupu Sibo Sports Technology Development Co., Ltd. (formerly known as Shanghai Pudu Culture Communication Co., Ltd, “Pupu Sibo”), a company incorporated on March 30, 2017 in Shanghai, China; |
| ● | Xiamen Pop Network Technology Co., Ltd. (“Pop Network”), a company incorporated on June 6, 2017 in Xiamen, China; |
| ● | Guangzhou Shuzhi Culture Communication Co., Ltd. (formerly known as Zhongjing Pop (Guangzhou) Culture Media Co., Ltd., “Guangzhou Shuzhi”), a company incorporated on December 19, 2018 in Guangzhou, China; |
| ● | Shenzhen Pop Digital Industry Development Co., Ltd. (formerly known as Shenzhen Pop Culture Co., Ltd., “Shenzhen Pop”), a company incorporated on January 17, 2020 in Shenzhen, China; |
| ● | Hualiu Digital Entertainment (Beijing) International Culture Media Co., Ltd. (“Hualiu Digital”), a company incorporated on April 14, 2022 in Beijing, China; |
| ● | Xiamen Pupu Digital Technology Co., Ltd. (“Pupu Digital”), a company incorporated on June 20, 2022 in Xiamen, China; and |
| ● | Xiamen Pop Shuzhi Culture Communication Co., Ltd. (“Xiamen Shuzhi”), a company incorporated on May 16, 2022 in Xiamen, China. |
Reorganization
On January 3, 2020, Pop Culture Group Co., Ltd (“Pop Group” or the “Company”) was incorporated as an exempted company with limited liability under the laws of the Cayman Islands.
On January 20, 2020, Pop Culture (HK) Holding Limited (“Pop HK”) was established as a wholly-owned subsidiary of Pop Group formed in accordance with laws and regulations of Hong Kong. Pop HK is a holding company and holds all the equity interests of Heliheng Culture Co., Ltd. (“WFOE”), which was established in the PRC on March 13, 2020.
On March 30, 2020, WFOE entered into
a series of agreements with Pop Culture and the shareholders of Pop Culture who collectively held
Between February and May 2020, the Company and its shareholders undertook a series of corporate actions, including share issuances in February 2020, re-designation of ordinary shares of the Company into Class A and Class B ordinary shares in April 2020, and share issuances and transfers in May 2020. See “Note 14—Ordinary Shares.”
The above-mentioned transactions,
including the incorporation of Pop Group, Pop HK, and WFOE, the entry into the VIE Agreements, the share issuances, share re-designation,
and share transfers, were considered a reorganization of the Company (the “Reorganization”). After the Reorganization, Pop
Group ultimately owns
In accordance with ASC 805-50-25, the Reorganization has been accounted for as a recapitalization among entities under common control since the same controlling shareholder controls all these entities before and after the Reorganization. The consolidation of the Company and its subsidiaries and the VIE have been accounted for at historical cost and prepared on the basis as if the aforementioned transactions had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements. Furthermore, ASC 805-50-45-5 indicates that the financial statements and financial information presented for prior years shall also be retrospectively adjusted to furnish comparative information.
F-8
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES-Continued |
Acquisition of non-controlling interest in the VIE
On
February 9, 2021, the Company issued
| Date
of incorporation |
Place
of incorporation |
Percentage of ownership |
Principal activities | |||||
| The Company | Islands |
|||||||
| Wholly owned subsidiaries | ||||||||
| Pop HK | ||||||||
| WFOE | ||||||||
| Pop Culture Global Operations Inc. | ||||||||
| Xiamen Pop Investment Co., Ltd. | ||||||||
| Fujian Pupu Shuzhi Sports Industry Development Co., Ltd. (“Shuzhi Sports”) | ||||||||
| VIE | ||||||||
| Pop Culture | ||||||||
| VIE’s subsidiaries | ||||||||
| Pupu Sibo | ||||||||
| Pop Network | ||||||||
| Guangzhou Shuzhi | ||||||||
| Shenzhen Pop | ||||||||
| Xiamen Pop Sikai Interactive Technology Co., Ltd (“Pop Sikai”) | ||||||||
| Pupu Digital | ||||||||
| Hualiu Digital | ||||||||
| Zhongpu Shuyuan (Xiamen) Digital Technology Co., Ltd. | ||||||||
| Xiamen Qiqin Technology Co., Ltd. | ||||||||
| Shenzhen Jam Box Technology Co., Ltd. (“Shenzhen Jam box”) | ||||||||
| Xiamen Pop Shuzhi Culture Communication Co., Ltd. | ||||||||
| Fujian Shuzhi Fuxin Exhibition Co., Ltd. (“Fujian Shuzhi”) |
F-9
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 1. | ORGANIZATION AND PRINCIPAL ACTIVITIES-Continued |
Risks in relation to the VIE structure
The Company believes that the VIE Agreements are in compliance with PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the VIE Agreements. If the legal structure and the VIE Agreements were found to be in violation of PRC laws and regulations, the PRC government could:
| ● | revoke the business and operating licenses of WFOE and the VIE; | |
| ● | discontinue or restrict the operations of any related-party transactions between WFOE and the VIE; | |
| ● | limit the Company’s business expansion in China by way of entering into contractual arrangements; | |
| ● | impose fines or other requirements with which WFOE and the VIE may not be able to comply; | |
| ● | require the Company or WFOE and the VIE to restructure the relevant ownership structure or operations; or | |
| ● | restrict or prohibit the Company’s use of the proceeds of the additional public offering to finance. |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Total assets | $ | $ | ||||||
| Total liabilities | $ | $ | ||||||
| For the fiscal years ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Total revenue | $ | $ | $ | |||||||||
| Net income (loss) | $ | ( |
) | $ | $ | |||||||
| Net cash used in operating activities | $ | ( |
) | $ | $ | ( |
) | |||||
| Net cash used in investing activities | $ | ( |
) | $ | ( |
) | $ | |||||
| Net cash provided by financing activities | $ | $ | ( |
) |
$ | |||||||
The Company believes that there are no assets in Pop Culture that can be used only to settle specific obligations of Pop Culture except for the registered capital of Pop Culture and non-distributable statutory reserves. As Pop Culture is incorporated as a limited liability company under the PRC Company Law, creditors of Pop Culture do not have recourse to the general credit of the Company for any of the liabilities of Pop Culture. There are no terms in any arrangements, explicitly or implicitly, requiring the Company or its subsidiaries to provide financial support to Pop Culture. However, if Pop Culture were ever to need financial support, the Company may, at its discretion and subject to statutory limits and restrictions, provide financial support to Pop Culture through loans.
F-10
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
(a) Basis of presentation
The accompanying consolidated financial statements are prepared in accordance with U.S. GAAP. The consolidated financial statements include the financial statements of the Company, its subsidiaries, the VIE, and subsidiaries of the VIE. All inter-company transactions and balances have been eliminated upon consolidation.
(b) Use of estimates
The preparation of the consolidated financial statements in conformity with U.S. GAAP requires to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period and accompanying notes, including allowance for doubtful accounts, the useful lives of property and equipment and intangible asset, impairment of long-lived assets, deferred cost, and valuation for deferred tax assets. Actual results could differ from those estimates.
(c) Going Concern and Management’s Plan
The accompanying financial
statements have been prepared assuming that the Company will continue as a going concern. The Company incurred operating loss of
$
The Company has developed plans and implemented measures to address the going concern issue. The Company’s management is diligently
overseeing its operating costs and capital needs, and is fully dedicated to exploring new customer and business opportunities In fiscal
years 2022 and 2023, the Company's management has taken significant steps to control and reduce expenses. These measures include implementing
more rigorous approval processes for various expenditures, establishing new performance appraisal standards, terminating underperforming
employees, eliminating certain positions, and renegotiating contracts with specific vendors. In addition, the Company has dissolved unprofitable
subsidiaries to curtail operating losses and cash depletion. Notably, the Company secured a $
However, there is no assurance that the Company will be successful in securing sufficient funds to sustain or grow its operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to reflect the possible future effect on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the outcome of these uncertainties. Management believes that the actions presently being taken to obtain additional funding and implement its strategic plan provides the opportunity for the Company to continue as a going concern.
(d) Fair value measurements
The Company applies ASC Topic 820, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value, and expands financial statement disclosure requirements for fair value measurements.
ASC Topic 820 defines fair value as the price that would be received from the sale of an asset or paid to transfer a liability (an exit price) on the measurement date in an orderly transaction between market participants in the principal or most advantageous market for the asset or liability.
ASC Topic 820 specifies a hierarchy of valuation techniques, which is based on whether the inputs into the valuation technique are observable or unobservable. The hierarchy is as follows:
Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.
Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the assets or liability, either directly or indirectly, for substantially the full term of the financial instruments.
Level 3 inputs to the valuation methodology are unobservable and significant to the fair value. Unobservable inputs are valuation technique inputs that reflect the Company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
Management of the Company is responsible for considering the carrying amount of cash, accounts receivable, advance to suppliers, prepaid expenses and other current assets, short-term bank loans, accounts payable, deferred revenue, taxes payable, and accrued liabilities and other payables based on the short-term maturity of these instruments to approximate their fair values because of their short-term nature.
F-11
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued |
(e) Cash
Cash consists of cash on hand and
cash in banks. The Company maintains cash with various financial institutions in China. As of June 30, 2022 and 2023, cash balances
were $
(f) Accounts receivable, net
Accounts receivables are stated at the historical carrying amount net of allowance for expected credit losses. The Company adopted ASU No. 2016-13, “Financial Instruments — Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments” on January 1, 2021 using a modified retrospective approach. The Company also adopted this guidance to notes receivable, advance to suppliers, other receivables and long-term prepayments. To estimate expected credit losses, the Company has identified the relevant risk characteristics of its customers and the related receivables. The Company considers the past collection experience, current economic conditions, future economic conditions (external data and macroeconomic factors) and changes in the Company’s customer collection trends. The allowance for credit losses and corresponding receivables were written off when they are determined to be uncollectible.
(g) Advance to suppliers
Advance to suppliers primarily consists of the prepayments to the service and materials suppliers for the Company’s event hosting, planning, and execution. The Company maintains an allowance for doubtful accounts to state prepayments at their estimated realizable value based on a variety of factors, including the possibility of releasing the prepayments into services and materials, significant one-time events, and historical experience.
(h) Property and equipment, net
| Estimated Useful Life | ||
| Building | ||
| Office equipment | ||
| Motor vehicles | ||
| Leasehold improvement |
(i) Intangible asset, net
Intangible asset is stated at cost
less accumulated amortization and amortized in a method which reflects the pattern in which the economic benefits of the intangible asset
are expected to be consumed or otherwise used up. The balance of intangible asset represents a software that the Company purchased externally
and is amortized straight-line over
F-12
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued |
(j) 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. The Company recorded the impairment charge of , , and $
(k) Right-of-use assets
The Company has 5 operating lease for office, including an option to renew which is not at the Company’s sole discretion. The renewal to extend the lease term is not included in the Company’s right-of-use (“ROU”) assets and lease liability as they are not reasonably certain of exercise. The Company regularly evaluates the renewal option, and, when it is reasonably certain of exercise, the Company will include the renewal period in its lease term. New lease modifications result in re-measurement of the ROU assets and lease liability. The Company’s lease agreement does not contain any material residual value guarantees or material restrictive covenants.
Effective July 1, 2017, the Company adopted ASC 842, Leases using a modified retrospective transition method. In addition, the Company elected the package of practical expedients, which allowed the Company to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. Adoption of ASC 842 resulted in the recording of operating lease ROU assets and corresponding operating lease liability as disclosed in “Note 13—Lease” and had no impact on accumulated profit as of July 1, 2017. ROU assets and related lease obligation are recognized at commencement date based on the present value of remaining lease payments over the lease term.
The Company’s lease is classified as operating lease for the office space. Operating lease ROU assets are presented within non-current assets on the consolidated balance sheet and the operating lease liability is classified as current and non-current on the consolidated balance sheet.
(l) Value added tax (“VAT”)
The Company’s affiliated entities
in the PRC, including WFOE, Pop Culture, and subsidiaries of Pop Culture, are subject to PRC VAT for providing services. The applicable
VAT rate for these companies was
The amount of VAT liability is determined by applying the applicable tax rates to the invoiced amount of services provided (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). The Company reports revenue net of PRC VAT for all the periods presented in the consolidated statements of operations.
(m) Operating lease liability
Lease where substantially all the reward and risk of ownership of asset remain with the leasing company is accounted for as operating lease. Payments made under operating leases are charged to the consolidated statements of operations on a straight-line basis over the lease period.
(n) Revenue recognition
On July 1, 2017, the Company adopted ASC 606, Revenue from Contracts with Customers, using the modified retrospective approach. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial statements.
F-13
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued |
(n) Revenue recognition-continued
ASC 606 establishes principles for reporting information about the nature, amount, timing, and uncertainty of revenue and cash flows arising from the Company’s contracts to provide services to customers. The core principle of ASC 606 is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The following five steps are applied to achieve that core principle:
Step 1: Identify the contract with the customer;
Step 2: Identify the performance obligations in the contract;
Step 3: Determine the transaction price;
Step 4: Allocate the transaction price to the performance obligations in the contract; and
Step 5: Recognize revenue when the company satisfies a performance obligation.
The Company mainly generates revenue from event hosting, event planning and execution, and brand promotion, and other services.
Event hosting - The Company regularly hosts live concerts and hip-hop events, and operates hip-hop related online programs. The portfolio of hip-hop events includes a stage play, dance competitions, cultural and musical festivals, and promotional parties. The Company started to operate online hip-hop programs since 2020. The portfolio of online hip-hop programs includes street dance tutorial programs, collections of street dance performances videos, and collections of short music videos on trendy shoes and clothes related to hip-hop culture. The Company generates revenue from concerts, hip-hop events, and online hip-hop programs by providing sponsorship packages to advertisers in exchange for sponsorship fees or by selling tickets for those concerts.
Event planning and execution - The Company provides customized event planning and execution services upon requests from its customers, including design, logistics, layout of events, and coordination and supervision of the actual event set-up and implementation, and generates revenue through service fees.
Brand promotion - The Company provides brand promotion services, including online marketing and promotion, trademark and logo design, visual identity system design, brand positioning, brand personality design, and digital solutions for service fees.
Other services - The Company sells digital collections to individual collectors, provides music recording services to a corporate client and Software-as-a-Service (“SaaS”) software services to hip-hop dance training institutions for service fees, and distributes advertisements for corporate customers for service fees.
The Company accounts for a contract of event hosting, event planning and execution, or brand promotion when it has legally enforceable rights and obligations and collectability of consideration is probable. Each contract typically contains one single performance obligation, which is to deliver a successful event, activity, qualified online program or video, or brand solution, and the contract price is fixed. Contract terms typically include a customary requirement for payment within 180 days after the Company successfully provides services, which is indicated by the customer’s signed acknowledgement of completion on such event, activity, online program, or brand solution by providing the Company with completion confirmation forms.
F-14
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued |
(n) Revenue recognition-continued
For event hosting, event planning and execution, and brand promotion, revenue is recognized at a point of time when services are successfully provided (e.g., upon successful carryout of an event), which is indicated by the customer’s acknowledgement of completion on such event, activity, online program or video, or brand solution, as the customer neither simultaneously receives and consumes the benefits provided by the Company’s performance nor controls an increasingly enhanced asset or an asset with an alternative use to the customer as the Company performs. Event hosting, event planning and execution, and brand promotion projects are generally short term, which usually take less than three months.
For digital collections, the PRC operating entities sell digital collections through its own digital collection sales platform. After the customer purchases the digital collection issued on the platform and the digital collection is delivered to the customer, the revenue is recognized.
For music recording service, revenue is recognized at a point of time when services are successfully provided which is indicated by the customer’s acknowledgement of completion on the recording.
For SaaS software services, revenue is recognized after the completion of the service provision. The PRC operating entities reach an annual framework service contract with the customer and charge a one-time service fee. Revenue is recognized on a monthly average basis within the service period.
For distribution of advertisements, the Company satisfies its performance obligation over time by measuring the progress based on time elapsed, as the customer simultaneously receives and consumes the benefit of service provided, during the period of time when the advertisement is displayed. Payment is usually required within 180 days after the completion of distribution.
The Company reports revenue on a gross basis for event hosting, event planning and execution, brand promotion, and other services (except for advertisement distribution), as the Company takes risk and control of the event, activities, online program, or brand solution before they are transferred to customers. While in terms of advertisement distribution, the Company reports revenue on a net basis since it only arranges the distribution of advertisements, instead of taking the risk and control of the distribution resources.
The Company applies a practical expedient to make no adjustment for the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the Company transfers a promised service to a customer and when the customer pays for that service will be one year or less.
| For the fiscal years ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Revenue from operations: | ||||||||||||
| Event hosting | $ | $ | $ | |||||||||
| Brand promotion | ||||||||||||
| Event planning and execution | ||||||||||||
| Other services | ||||||||||||
| Total revenue | $ | $ | $ | |||||||||
F-15
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued |
(n) Revenue recognition-continued
Deferred revenue
The
Company presents the consideration that a customer pays before the Company transfers a service to the customer as a contract liability
(deferred revenue) when the payment is made. Deferred revenue is the Company’s obligation to transfer services to a customer for
which the Company has received consideration from the customer. As of June 30, 2022 and 2023, the balance of deferred revenue amounted
to $
| Amount | ||||
| June 30, 2020 | $ | |||
| Addition | ||||
| Recognized as revenue within the fiscal year ended June 30, 2021 | ( | ) | ||
| June 30, 2021 | ||||
| Addition | ||||
| Recognized as revenue within the fiscal year ended June 30, 2022 | ( | ) | ||
| June 30, 2022 | ||||
| Addition | ||||
| Recognized as revenue within the fiscal year ended June 30, 2023 | ( | ) | ||
| June 30, 2023 | $ | |||
The Company applies a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. The Company has no material incremental costs of obtaining contracts with customers that the Company expects the benefit of those costs to be longer than one year which need to be recognized as assets.
(o) Cost of revenue
Cost of revenue consists primarily of event design costs, online program production costs, salary and benefits expenses, materials costs, and other related expenses.
(p) Selling and marketing expenses
All
expenses related to selling and marketing are expensed as incurred. For the fiscal years ended June 30, 2021, 2022, and 2023, selling
and marketing costs amounted to $
(q) Income taxes
The Company accounts for income taxes under ASC 740. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases.
Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period including the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This interpretation also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company does not believe that there was any uncertain tax position as of June 30, 2022 and 2023.
The Company’s affiliated entities
in the PRC are subject to examination by the relevant tax authorities. According to the PRC Tax Administration and Collection Law, the
statute of limitations is
F-16
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued |
(r) Foreign currency translation
The reporting currency of the Company is the U.S. dollar (“USD”). The functional currency of the Company’s affiliated entities located in China is the Renminbi (“RMB”). For the entities whose functional currency is 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 USD are included in determining comprehensive income/loss. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing on the transaction dates. Assets and liabilities denominated in foreign currencies are translated into the functional currency at the exchange rates prevailing at the balance sheet date with any transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred.
The consolidated balance sheet amounts, with the exception of equity, at June 30, 2023 and 2022 were translated at RMB7.2513 to $1.00 and at RMB6.6981 to $1.00, respectively. Equity accounts were stated at their historical rates. The average translation rates applied to consolidated statements of operations and cash flows for the fiscal years ended June 30, 2023, 2022, and 2021 were RMB6.9534 to $1.00, RMB6.4554 to $1.00, and RMB6.6228 to $1.00, respectively.
(s) Earnings per share
The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (for example, convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. The Company had no dilutive securities as of and for the fiscal years ended June 30, 2021, 2022, and 2023.
(t) Comprehensive income
Comprehensive income consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to USD is reported in other comprehensive income (loss) in the consolidated statements of income and comprehensive income.
(u) Commitments and contingencies
In the normal course of business, the Company is subject to contingencies, such as legal proceedings and claims arising out of its business, which cover a wide range of matters. Liabilities for contingencies are recorded when it is probable that a liability has been incurred and the amount of the assessment can be reasonably estimated.
If the assessment of a contingency indicates that it is probable that a material loss is incurred and the amount of the liability can be estimated, then the estimated liability is accrued in the Company’s financial statements. If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss, if determinable and material, would be disclosed.
Loss contingencies considered remote are generally not disclosed unless they involve guarantees, in which case the nature of the guarantee would be disclosed.
F-17
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued |
(v) Concentration and credit risk
Substantially all of the Company’s operating activities are transacted in RMB, which is not freely convertible into foreign currencies. All foreign exchange transactions take place either through the People’s Bank of China or other banks authorized to buy and sell foreign currencies at the exchange rates quoted by the People’s Bank of China. Approval of foreign currency payments by the People’s Bank of China or other regulatory institutions require submitting a payment application form together with suppliers’ invoices, shipping documents, and signed contracts.
The Company maintains certain bank
accounts in the PRC, where under the Deposit Insurance System in China, Hong Kong, and Cayman Islands. In China, a company’s deposits
at one bank are insured for a maximum of RMB
Accounts receivable are typically unsecured and derived from revenue earned from customers, thereby exposed to credit risk. The risk is mitigated by the Company’s assessment of its customers’ creditworthiness and its ongoing monitoring of outstanding balances.
The
Company’s sales are made to customers that are located primarily in China. The Company has a concentration of its revenue and accounts
receivable with specific customers. For the fiscal year ended June 30, 2021, three major customers accounted for approximately
For
the fiscal year ended June 30, 2023, the Company purchased approximately
(w) Segment reporting
The Company uses the management approach to determine operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker (“CODM”) for making decisions, allocating resources, and assessing performance. The Company’s CODM has been identified as the chief executive officer, who reviews consolidated results when making decisions about allocating resources and assessing performance of the Company.
The Company’s CODM reviews the consolidated financial results when making decisions about allocating resources and assessing the performance of the Company as a whole and hence, the Company has only one reportable segment. The Company operates and manages its business as a single segment. As the Company’s long-lived assets are substantially all located in the PRC and substantially all of the Company’s revenue is derived from within the PRC, no geographical segments are presented.
F-18
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES-Continued |
(x) Related parties
Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management, and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. The Company discloses all significant related party transactions in “Note 11—Related Party Transactions.”
(y) Non-controlling interests
A non-controlling interest in the VIE represents the portion of the equity (net assets) in the VIE that has not been pledged to WFOE, consequently not directly or indirectly attributable to the Company. Non-controlling interests are presented as a separate component of equity on the consolidated balance sheet and net income and other comprehensive income are attributed to controlling and non-controlling interests respectively.
On
February 9, 2021, the Company issued
On August 18, 2020, Pop Sikai was incorporated,
On May 18, 2022, Fujian
Shuzhi was incorporate. As of June 30, 2023, Fuzhou Xinsiyu Culture Communication Co., Ltd., an unrelated third party, holds
(z) Recent accounting pronouncements
In June 2016, the FASB amended guidance related to impairment of financial instruments as part of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The guidance replaces the incurred loss impairment methodology with an expected credit loss model for which a company recognizes an allowance based on the estimate of expected credit loss. The ASU is effective for public company for fiscal years, and interim periods within those fiscal years beginning after December 15, 2019. For all other entities including emerging growth companies, the ASU is effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early application is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company has adopted ASU 2016-13 since July 1, 2021, the impact of which on the Company’s consolidated financial statements was immaterial.
Recently issued ASUs by the FASB, except for the ones mentioned above, are not expected to have a significant impact on the Company’s consolidated results of operations or financial position. Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. The Company does not discuss recent pronouncements that are not anticipated to have an impact on or are unrelated to its consolidated financial condition, results of operations, cash flows, or disclosures.
F-19
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 3. | ACCOUNTS RECEIVABLE, NET |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Accounts receivable | $ | $ | ||||||
| Less: allowance for credit losses | ( | ) | ( | ) | ||||
| Accounts receivable, net | $ | $ | ||||||
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Balance at beginning of the year | $ | $ | ||||||
| Additional provision charged to expense | ||||||||
| Foreign exchange | ( | ) | ( | ) | ||||
| Balance at the end of the year | $ | $ | ||||||
The Company
recorded bad debt expenses of $
| 4. | PREPAID EXPENSES AND OTHER CURRENT ASSETS |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Deferred costs (1) | $ | $ | ||||||
| Deferred offering costs | ||||||||
| Other receivables | ||||||||
| Allowance for credit losses (2) | ( | ) | ( | ) | ||||
| $ | $ | |||||||
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Balance at beginning of the year | $ | $ | ||||||
| Reverse | ( | ) | ||||||
| Foreign exchange | ( | ) | ( | ) | ||||
| Balance at the end of the year | $ | $ | ||||||
| (1) |
As of June 30, 2022, deferred costs primarily consisted of costs paid by the Company in advance to various vendors for the events and performances to be carried out subsequently in July and December 2022.
As of June 30, 2023, deferred costs primarily consisted of costs paid by the Company in advance to various vendors for the events and performances to be carried out subsequently in July and December 2023. |
| (2) |
F-20
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 5. | PROPERTY AND EQUIPMENT |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Leasehold improvement | $ | $ | ||||||
| Building | ||||||||
| Office equipment | ||||||||
| Less: accumulated depreciation | ( | ) | ( | ) | ||||
| $ | $ | |||||||
For
the fiscal years ended June 30, 2021, 2022, and 2023, depreciation expenses amounted to $
| 6. | INTANGIBLE ASSET, NET |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Copyright licenses | $ | $ | ||||||
| SaaS | ||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||
| Less: impairment for production copyright | ( | ) | ||||||
| $ | $ | |||||||
Copyright Licenses of Move it
Acquired intangible assets are recognized based
on their cost to the Company, which generally includes the transaction costs of the asset acquisition. These assets are amortized over
their useful lives if the assets are deemed to have a finite life and they are reviewed for impairment by testing for recoverability whenever
events or changes in circumstances indicate that their carrying amount may not be recoverable. The fair value of an intangible asset is
the amount that would be determined if the entity used the assumptions that market participants would use if they were pricing the intangible
asset. The useful life of the Company’s intangible assets is
Currently the MOVE IT project is losing money,
the carrying value of the amortizable intangible asset could not be recoverable due to the poor financial performance, including declining
customer numbers. The Company recognized a $
SaaS Software
The
SaaS software is used for the administration of hip-hop dance training institutions. The SaaS software was purchased from a related party, Shenzhen
HipHopJust Information Technology Co., Ltd., in January 2022 for a total cash consideration of RMB
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| Thereafter | ||||
| Total | $ |
F-21
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 7. | OTHER NON-CURRENT ASSETS |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Prepayment of developing a metaverse platform | ||||||||
| Prepayment of developing non-fungible tokens (“NFTs”) | ||||||||
| Prepayment of brand authorization | ||||||||
| Prepaid consulting fees | ||||||||
| Prepaid renovation expenses | ||||||||
| Prepayment of copyright licenses | ||||||||
| Prepaid royalties | ||||||||
| Security deposit | ||||||||
| Others | ||||||||
| Total | $ | $ | ||||||
As of June 30, 2023, other non-current assets mainly consisted of the prepayment for brand authorization in the amount of $
As of June 30, 2022, other non-current assets also consisted of the prepayment for the development of a metaverse platform including the service of platform planning, design, platform framework and related system development from February 8, 2022 to December 31, 2022 for a total cash consideration of $ |
| 8. | ACCRUED LIABILITIES AND OTHER PAYABLES |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Payroll payables | $ | $ | ||||||
| Other payables | ||||||||
| $ | $ | |||||||
F-22
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 9. | TAXES PAYABLE |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Corporate income tax | $ | $ | ||||||
| Value-added tax (“VAT”) | ||||||||
| Related surcharges on VAT payable | ||||||||
| IIT | ||||||||
| Other tax | ||||||||
| $ | $ | |||||||
| 10. | BANK LOANS |
Bank loans represent the amounts due to various banks. As of June 30, 2023 and 2022, short-term and current portion of long-term bank loans consisted of the following:
| a) |
|
Annual Interest |
As of June 30, | |||||||||||||
| Rate | Maturities | 2023 | 2022 | |||||||||||
| Short-term loans: | ||||||||||||||
| Xiamen Bank (1) | % | |||||||||||||
| Xiamen Bank (1) | % | |||||||||||||
| Bank of China Ltd. (3) | % | |||||||||||||
| Industrial Bank Co., Ltd. (2) | % | |||||||||||||
| Bank of China Ltd. (3) | % | |||||||||||||
| Industrial Bank Co., Ltd. | % | |||||||||||||
| China Merchants Bank (4) | % | |||||||||||||
| Xiamen Bank (1) | % | |||||||||||||
| Industrial and Commercial Bank (5) | % | |||||||||||||
| Subtotal | ||||||||||||||
| Long-term loans-current portion: | ||||||||||||||
| Bank of China Ltd. (3) | % | |||||||||||||
| Bank of China Ltd. (3) | % | |||||||||||||
| Bank of China Ltd. (3) | % | |||||||||||||
| Subtotal | $ | $ | ||||||||||||
F-23
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 10. | BANK LOANS-Continued |
| b) | Summary of long-term bank loans is as follows: |
|
Annual Interest |
As of June 30, | |||||||||||||
| Rate | Maturities | 2023 | 2022 | |||||||||||
| Long-term loans: | ||||||||||||||
| Bank of China Ltd. (3) | % | $ | $ | |||||||||||
| Bank of China Ltd. (3) | % | |||||||||||||
| Bank of China Ltd. (3) | % | |||||||||||||
| Total | $ | $ | ||||||||||||
The
weighted average interest rate on short-term bank loans outstanding as of June 30, 2022 and 2023 was
| (1) |
| (2) |
| (3) |
| (4) |
| (5) |
| USD | ||||
| 2024 | ||||
| 11. | RELATED PARTY BALANCES AND TRANSACTIONS |
On
January 19, 2022, Shenzhen HipHopJust Information Technology Co., Ltd. transferred its all software, applets, program source code, and
trademarks required to operate the JamBox system indefinitely to Shenzhen Jam Box for the amount of RMB
In February, March, April, and June
of 2023, Shuzhi Sports paid RMB
In
February, March, April, and May of 2023, the Company paid $
Shenzhen Jam Box repaid the loan RMB
Loan guarantees for the Company provided by Mr. Zhuoqin Huang and his spouse, please refer to “Note 10—Bank Loans.”
| 12. | INCOME TAXES |
Cayman Islands
The Company was incorporated in the Cayman Islands. Under the current laws of the Cayman Islands, the Company is not subject to income or capital gains taxes. In addition, dividend payments are not subject to withholdings tax in the Cayman Islands.
F-24
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 12. | INCOME TAXES-Continued |
Hong Kong
On
March 21, 2018, the Hong Kong Legislative Council passed The Inland Revenue (Amendment) (No. 7) Bill 2017 (the “Bill”) which
introduces the two-tiered profits tax rates regime. The Bill was signed into law on March 28, 2018 and was announced on the following
day. Under the two-tiered profits tax rates regime, the first
PRC
Generally,
WFOE, Pop Culture, Pupu Sibo, Pop Network, Guangzhou Shuzhi, Shenzhen Pop, and Pop Sikai, which were incorporated in PRC, are subject
to enterprise income tax on their taxable income as determined under PRC tax laws and accounting standards at a rate of
According
to Taxation 2019 No. 13, which was effective from January 1, 2019 to December 31, 2021, an enterprise is recognized as a small-scale
and low-profit enterprise when its taxable income is less than RMB
| i) |
| For the fiscal years ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Current income tax provision | $ | $ | $ | |||||||||
| Deferred income tax benefit | ( | ) | ( | ) | ||||||||
| Total | $ | $ | $ | |||||||||
| For the fiscal years ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| China Statutory income tax rate | % | % | % | |||||||||
| Temporary difference | ( | )% | ||||||||||
| Permanent difference | ( | )% | % | % | ||||||||
| Effect of different tax jurisdiction | ( | )% | ||||||||||
| Effect of favorable tax rates on small-scale and low-profit entities | % | % | ( | )% | ||||||||
| Change in valuation allowance | ( | )% | % | % | ||||||||
| Effective tax rate | ( | )% | % | % | ||||||||
F-25
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 12. | INCOME TAXES-Continued |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Deferred tax assets: | ||||||||
| Net operating loss carry forwards | $ | $ | ||||||
| Allowance for doubtful accounts | ||||||||
| Total deferred tax assets | ||||||||
| Valuation allowance | ( | ) | ||||||
| Total deferred tax assets, net | $ | $ | ||||||
| 13. | LEASE |
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| Right-of-use assets | $ | $ | ||||||
| Operating lease liabilities - current | $ | $ | ||||||
| Operating lease liabilities - non-current | ||||||||
| Total operating lease liabilities | $ | $ | ||||||
Our
principal executive offices are located in Xiamen, Fujian, China, where Xiamen Pop Culture leases an office in Xiamen from an independent
third party with an area of approximately
Guangzhou
Shuzhi leases an office in Guangzhou from an independent third party with an area of approximately
Guangzhou
Shuzhi leases an office in Guangzhou from an independent third party with an area of approximately
Guangzhou
Shuzhi leased an office in Guangzhou from an independent third party with an area of approximately
Pop
Network leases an office in Xiamen from an independent third party with an area of approximately
Xiamen
Pop Culture leases offices from an independent third party with an area of approximately
Shenzhen
Pop leases an office in Shenzhen from an independent third party with an area of approximately
F-26
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 13. | LEASE-Continued |
Pupu Digital leases an office in Xiamen
from an independent third party with an area of approximately
The weighted average remaining lease terms and discount rates for the operating lease of Shenzhen Pop as of June 30, 2023 were as follows:
| Weighted average remaining lease term (years) | ||||
| Weighted average discount rate | % |
During the fiscal years ended June
30, 2021, 2022, and 2023, the Company incurred total operating lease expenses of $
| 2024 | $ | |||
| 2025 | ||||
| Thereafter | ||||
| Total lease payments | ||||
| Less: imputed interest | ( | ) | ||
| Present value of lease liabilities | $ |
| 14. | ORDINARY SHARES |
On January 3, 2020,
On April 28, 2020, shareholders of
On May 30, 2020, the Company issued
On May 30, 2020, the Company also issued
an aggregate of
F-27
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 14. | ORDINARY SHARES-Continued |
On February 9, 2021, the Company issued
The subscription receivable presents the receivable for the issuance of ordinary shares of the Company and is reported as a deduction of equity. Subscription receivable has no payment terms nor any interest receivable accrual.
On July 2, 2021, the Company closed
its initial public offering of
On October 9, 2023, the Company held
an extraordinary meeting of shareholders, during which the shareholders approved a proposal to effect a share consolidation of each 10
ordinary shares with par value of US$
| 15. | STATUTORY RESERVE |
WFOE, Pop Culture, Pupu Sibo, Pop Network,
Guangzhou Shuzhi, Shenzhen Pop, and Pop Sikai are required to reserve
| Balance - June 30, 2020 | $ | |||
| Appropriation to statutory reserve | ||||
| Balance - June 30, 2021 | ||||
| Appropriation to statutory reserve | ||||
| Balance - June 30, 2022 | ||||
| Appropriation to statutory reserve | ||||
| Balance - June 30, 2023 | $ |
F-28
POP CULTURE GROUP CO., LTD
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(In U.S. dollars, except share data)
| 16. | RESTRICTED NET ASSETS |
Relevant PRC laws and regulations restrict WFOE, Pop Culture, and subsidiaries
of Pop Culture from transferring a portion of their net assets, equivalent to the balance of their paid-in-capital, additional paid-in-capital
and statutory reserves to the Company in the form of loans, advances, or cash dividends. Relevant PRC statutory laws and regulations permit
the payments of dividends by WFOE, Pop Culture, and subsidiaries of Pop Culture from their respective retained earnings, if any, as determined
in accordance with PRC accounting standards and regulations. As of June 30, 2022 and 2023, the balance of restricted net assets was $
| 17. | SUBSEQUENT EVENTS |
The Company has evaluated events subsequent to the balance sheet date of June 30, 2023 through October 31, 2023, the date on which the consolidated financial statements were issued.
Fujian Shuzhi Fuxin Exhibition Co., Ltd. was dissolved on October 7, 2023.
| 18. | PARENT COMPANY ONLY CONDENSED FINANCIAL INFORMATION |
The Company performed a test on the restricted net assets of its consolidated subsidiaries, the VIE, and the VIE’s subsidiaries in accordance with Securities and Exchange Commission Regulation S-X Rule 4-08 (e)(3), “General Notes to Financial Statements” and concluded that it was applicable for the Company to disclose the financial information for the parent company only.
The subsidiaries did not pay any dividend to the Company for the years presented. Certain information and footnote disclosures generally included in financial statements prepared in accordance with U.S. GAAP have been condensed and omitted. The footnote disclosures contain supplemental information relating to the operations of the Company, as such, these statements should be read in conjunction with the notes to the consolidated financial statements of the Company.
As of June 30, 2023, the Company did not have significant capital commitments and other significant commitments, or guarantees, except for those which have been separately disclosed in the consolidated financial statements.
F-29
| As of June 30, | ||||||||
| 2023 | 2022 | |||||||
| ASSETS | ||||||||
| CURRENT ASSETS | ||||||||
| Cash | $ | $ | ||||||
| Prepaid expenses and other current assets | ||||||||
| Due from subsidiaries and the VIE | - | |||||||
| TOTAL CURRENT ASSETS | ||||||||
| Intangible asset, net | - | |||||||
| Other non-current assets | ||||||||
| Investments in subsidiaries, consolidated VIE, and VIE’s subsidiaries | ||||||||
| TOTAL ASSETS | ||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||
| Other Payable | $ | $ | ||||||
| TOTAL CURRENT LIABILITIES | $ | $ | ||||||
| TOTAL LIABILITIES | ||||||||
| SHAREHOLDERS’ EQUITY | ||||||||
| Ordinary shares (par value $ | ||||||||
| Subscription receivable | ( | ) | ( | ) | ||||
| Additional paid-in capital | ||||||||
| Retained earnings | ( | ) | ||||||
| Accumulated other comprehensive (loss) income | ( | ) | ||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||
| * | Retroactively restated to reflect 1-for-10 share consolidation effective on October 26, 2023 |
F-30
| For the fiscal years ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| Revenue | $ | $ | $ | |||||||||
| Cost of Revenue | ||||||||||||
| Gross profit | $ | $ | ||||||||||
| Selling expenses | ||||||||||||
| General and administrative expenses | $ | $ | $ | |||||||||
| Financial expenses (income) | ( | ) | ( | ) | ||||||||
| Research and development expenses | ||||||||||||
| Income (Loss) from operation | ( | ) | ( | ) | ( | ) | ||||||
| Other income (loss) | ( | ) | ||||||||||
| Share of income (loss) of subsidiaries, consolidated VIE, and VIE’s subsidiaries | ( | ) | ||||||||||
| Income (loss) before income tax expenses | ( | ) | ||||||||||
| Income tax expenses | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | $ | |||||||
| Other Comprehensive income (loss) | ||||||||||||
| Foreign currency translation income (loss) | ( | ) | ( | ) | ||||||||
| Total comprehensive income (loss) | $ | ( | ) | $ | ( | ) | $ | |||||
F-31
| For the fiscal years ended June 30, | ||||||||||||
| 2023 | 2022 | 2021 | ||||||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||||||
| Net income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| Depreciation and amortization | ||||||||||||
| Equity loss (income) of subsidiaries | ||||||||||||
| Other current assets | ||||||||||||
| Other payable | ( | ) | ||||||||||
| Due from subsidiaries and the VIE | ( | ) | ||||||||||
| Other non-current assets | ||||||||||||
| Net cash used in operating activities | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||||||
| Investment in a subsidiary | ( | ) | ( | ) | ||||||||
| Purchase of intangible assets | ( | ) | ||||||||||
| Advance paid for agent license | ( | ) | ||||||||||
| Net cash used in investing activities | ( | ) | ( | ) | ( | ) | ||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||||||
| Proceeds from issuance of shares | ||||||||||||
| Payment for deferred offering costs | ( | ) | ( | ) | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||||||
| Effect of exchange rate changes | ( | ) | ||||||||||
| Net increase (decrease) in cash | ( | ) | ( | ) | ||||||||
| Cash at beginning of period | ||||||||||||
| Cash at end of period | $ | $ | $ | |||||||||
F-32
Signed on the day.
Daily one-time withdrawal.
Any document, communication, notice and legal document, provided, in accordance
with any of the provisions of paragraph 1 of this article
