Exhibit 99.2

 

ERAYAK POWER SOLUTION GROUP INC.

INTERIM CONSOLIDATED BALANCE SHEETS

AS OF JUNE 30, 2023 AND DECEMBER 31, 2022

(IN U.S. DOLLARS, EXCEPT SHARE DATA)

 

   June 30,     
   2023
(Unaudited)
   December 31,
2022
 
ASSETS        
Current assets:        
Cash and cash equivalents  $5,773,428   $7,032,519 
Restricted cash   1,500,224    34,728 
Accounts receivable, net   5,909,695    9,961,343 
Inventories   6,851,249    6,227,456 
Advances to suppliers   1,924,465    4,716,491 
Prepaid expenses   -    - 
Loan receivable   -    168,184 
Other receivables   131,476    95,007 
Due from related parties   965    - 
Total current assets   22,091,502    28,235,728 
Property, plant and equipment, net   1,803,058    1,662,155 
Intangible assets, net   7,765    8,814 
Right-of-use assets   7,047,686    7,665,013 
Deferred tax assets   31,855    33,490 
Other non-current assets   3,778,633    - 
TOTAL ASSETS  $34,760,499   $37,605,200 
LIABILITIES AND SHAREHOLDERS’ EQUITY          
Current liabilities:          
Short-term borrowings  $4,964,627   $6,227,165 
Accounts payable   3,976,010    4,729,174 
Accrued expenses and other current liabilities   462,448    790,608 
Advances from customers   364,844    711,013 
Due to related parties   219,547    391,151 
Long-term loans – current portion   4,429,524    4,349,591 
Tax payable   740,445    844,925 
Total current liabilities:   15,157,445    18,043,626 
Non-current liabilities:          
Long-term loans   442,958    217,523 
TOTAL LIABILITIES   15,600,403    18,261,149 
           
COMMITMENTS AND CONTINGENCIES   
 
    
 
 
           
Shareholders’ Equity:          
Class A shares, 450,000,000 shares authorized; 11,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022   1,100    1,100 
Class B shares, 50,000,000 shares authorized, 1,000,000 shares issued and outstanding as of June 30, 2023 and December 31, 2022   100    100 
Additional paid-in capital   10,645,122    10,645,122 
Statutory reserve   916,912    916,912 
Retained earnings   8,639,931    8,164,759 
Accumulated other comprehensive (loss) income   (1,043,069)   (383,942) 
Total Shareholders’ equity   19,160,096    19,344,051 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY  $34,760,499   $37,605,200 

 

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

 

F-1

 

 

ERAYAK POWER SOLUTION GROUP INC.

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(IN U.S. DOLLARS, EXCEPT SHARE DATA)

 

   Six months ended
June 30,
 
   2023   2022 
Sales  $9,449,817   $11,478,147 
Cost of sales   (6,619,695)   (7,603,901)
Gross profit   2,830,122    3,874,246 
           
Operating expenses:          
General and administrative   (1,168,174)   (357,521)
Selling and marketing   (436,619)   (332,218)
Research and development   (481,702)   (560,017)
Inventory reserve provision   (83,419)   
-
 
Total operating expenses   (2,169,914)   (1,249,756)
           
Operating income   660,208    2,624,490 
           
Other income (expenses):          
Interest expenses, net   (199,712)   (240,904)
Rental income, net   102,712    83,925 
Other income (expenses), net   4,671    15,031 
Total other (expenses) income, net   (92,329)   (141,948)
           
Income before income taxes   567,879    2,482,542 
           
Income tax provision   (92,707)   (291,881)
           
Net income  $475,172   $2,190,661 
           
Other comprehensive income:          
Foreign currency translation adjustment   (659,127)   (406,611)
           
Total comprehensive (loss) income  $(183,955)  $1,784,050 
Earnings per share attributable to common shareholders:          
Shares   12,000,000    9,000,000 
Earnings per share
  $0.04   $0.24 
Weighted average number of shares outstanding          
Basic and Diluted
   12,000,000    9,000,000 

 

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

 

F-2

 

 

ERAYAK POWER SOLUTION GROUP INC.

UNAUDITED INTERIM CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022

(IN U.S. DOLLARS, EXCEPT SHARE DATA)

 

For the six months ended June 30, 2023: 

 

   Class A
shares
   Ordinary
shares,
$0.0001 par
Amount
   Class B
shares
   Amount   Additional
Paid-in
Capital
   Statutory
Reserve
   Retained
Earnings
   Accumulated
Other
Comprehensive
Income
(loss)
   Total
shareholders’
equity
 
Balance at December 31, 2022   11,000,000      1,100    1,000,000         100    10,645,122    916,912    8,164,759    (383,942)   19,344,051 
                                              
Foreign currency translation loss        
 
         
 
    
 
    
 
    
 
    (659,127)   (659,127)
Net income        
 
         
 
    
 
    
 
    475,172    
 
    475,172 
                                              
Balance at June 30, 2023   11,000,000    1,100    1,000,000    100    10,645,122    916,912    8,639,931    (1,043,069)   19,160,096 

 

For the six months ended June 30, 2022:

 

   Class A
shares
   Ordinary
shares,
$0.0001 par
Amount
   Class B
shares
   Amount   Additional
Paid-in
Capital
   Statutory
Reserve
   Retained
Earnings
   Accumulated
Other
Comprehensive
Income
(loss)
   Total
shareholders’
equity
 
Balance at December 31, 2021   8,000,000    800    1,000,000       100    1,060,510    568,418    5,037,292    227,202    6,894,322 
                                              
Foreign currency translation loss        
 
         
 
    
 
    
 
    
 
    (406,611)   (406,611)
Net income        
 
         
 
    
 
    
 
    2,190,661    
 
    2,190,661 
                                              
Balance at June 30, 2022   8,000,000    800    1,000,000    100    1,060,510    568,418    7,227,953    (179,409)   8,678,372 

 

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

 

F-3

 

 

ERAYAK POWER SOLUTION GROUP INC.

INTERIM CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2023 AND 2022
(UNAUDITED, IN U.S. DOLLARS)

 

   2023   2022 
Cash Flows from Operating Activities:        
Net income  $475,172   $2,190,661 
Adjustments to reconcile net income to net cash provided by operating activities:          
Depreciation and amortization   187,305    121,817 
Imputed interest expenses   18,146    28,553 
Right of use lease asset   254,354    271,988 
Inventory reserve provision   83,419    
-
 
Loss on asset disposal   
-
    145 
Changes in operating assets and liabilities:          
Accounts receivable   3,731,422    (3,342,794)
Inventories   (1,054,574)   (224,043)
Advances to suppliers   2,756,002    1,948,325 
Prepaid expenses   (25,000)   (115,017)
Other receivables   (60,832)   (69,801)
Loan receivable   167,429    
-
 
Accounts payable   (576,122)   (325,467)
Accrued expenses and other current liabilities   (109,871)   145,677 
Advances from customers   (325,968)   175,253 
Tax payable   (66,168)   408,227 
Net cash provided by operating activities   5,454,714    1,213,524 
           
Cash Flows from Investing Activities:          
Purchases of property, plant, and equipment   (389,532)   (172,192)
Fixed deposit   (3,954,794)   
-
 
Net cash used in investing activities   (4,344,326)   (172,192)
           
Cash Flows from Financing Activities:          
Proceeds from short-term borrowings   1,443,356    3,992,074 
Repayments on short-term borrowings   (2,446,488)   (4,344,422)
Proceeds from related parties   9,132,977    14,769,886 
Payments to related parties   (9,301,896)   (14,255,139)
Proceeds(repayment) of notes payable   
-
    30,868 
Proceeds from long-term bank loans   5,131,230    765,538 
Repayments on long-term bank loans   (4,578,204)   (342,934)
Net cash (used in) provided by financing activities   (619,025)   615,871 
           
Effect of exchange rate changes on cash   (284,958)   (305,645)
           
Net increase in cash and cash equivalents   206,405    1,351,558 
Cash and cash equivalents at the beginning of period   7,067,247    5,174,693 
Cash and cash equivalents at the end of period   7,273,652    6,526,251 
           
Reconciliation of cash, cash equivalents and restricted cash to the Consolidated Balance Sheet          
Cash and cash equivalents   5,773,428    6,496,392 
Restricted cash   1,500,224    29,859 
Cash and cash equivalents at the end of year  $7,273,652    6,526,251 
Supplemental disclosures of cash flows information:          
Cash paid for income taxes  $
-
   $94,541 
Cash paid for interest  $218,050   $217,398 

 

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

 

F-4

 

 

ERAYAK POWER SOLUTION GROUP INC.

NOTES TO INTERIM CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

 

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

 

Erayak Power Solution Group Inc. (“Erayak Group”)

 

Erayak Group was incorporated on June 14, 2019 under the laws of Cayman Islands. Under its memorandum of association, Erayak Group was authorized to issue 500,000,000 ordinary shares of par value of $0.0001 each, comprising of: (i) 450,000,000 Class A Ordinary Shares of par value of USD0.0001 each, and (ii) 50,000,000 Class B Ordinary Shares of par value of USD0.0001 each. There are currently 11,000,000 issued and outstanding Class A Ordinary Shares and 1,000,000 issued and outstanding Class B Ordinary Shares, of which 6,000,000 Class A and 1,000,000 Class B Ordinary Shares are owned by Erayak International Limited, 1,400,000 Class A Ordinary Shares are owned by CEC Science and Innovation Co., Ltd., and 600,000 Class A Ordinary Shares are owned by Grand Merchant Incorporation Limited.

 

Erayak Group is a holding company and is currently not actively engaging in any business. Erayak Group’s registered agent is Harneys Fiduciary (Cayman) Limited, and its registered office is at 4th Floor, Harbour Place, 103 South Church Street, P.O. Box 10240, Grand Cayman, KY1-1002, Cayman Islands.

 

Entity Name  

Registered

Location

  Date of Incorporation  

Ownership as of the

issuance date of the report

Erayak Power Solution Group Inc. (“Erayak Group”)   Cayman Islands   June 14, 2019   Parent
Erayak Power Solution Limited
(“Erayak BVI’)
  British Virgin Island   June 17, 2019   100% by the Parent
Erayak Power Solution Hong Kong Limited (“Erayak HK”)   Hong Kong   June 26, 2019   100% by Erayak BVI
Wenzhou Wenjie Technology Limited (“Wenjie”)   Wenzhou, China   December 11, 2019   100% by Erayak HK
Zhejiang Leiya Electronics Limited (“Leiya”)   Wenzhou, China   March 5, 2009   100% by Wenjie
Wenzhou New Focus Limited
(“New Focus”)
  Wenzhou, China   November 21, 2012   100% by Leiya

 

Erayak Power Solution Limited (“Erayak BVI”)

 

Erayak BVI was incorporated on June 17, 2019 under the laws of British Virgin Islands. Under its memorandum of association, Erayak BVI is authorized to issue 50,000 ordinary shares of a single class, par value $1 per ordinary share. There are currently 100 issued and outstanding ordinary shares, of which 100% are owned by Erayak Power Solution Group Limited. Erayak BVI is a holding company and is currently not actively engaging in any business. Erayak BVI’s registered agent is Harneys Corporate Services Limited and its registered office is at Craigmuir Chambers, Road Town, Tortola, VG 1110, British Virgin Islands.

 

Erayak Power Solution Hong Kong Limited (“Erayak HK”)

 

Erayak HK was incorporated on June 26, 2019 under the laws of Hong Kong and is a wholly owned subsidiary of Erayak Power Solution Limited. The paid in capital was $3,900,000 as of June 30, 2023. Erayak HK did not have any operations as of June 30, 2023.

 

Wenzhou Wenjie Technology Limited (“Wenjie”)

 

Wenjie was incorporated on December 11, 2019 in People’s Republic of China (“China” or “PRC”), and is a wholly owned subsidiary of Erayak Power Solution Hong Kong Limited. Wenjie is a wholly-foreign owned enterprise organized under the laws of the PRC. The paid in capital was $3,000,000 as of June 30, 2023. Wenjie did not have any operations as of June 30, 2023.

 

F-5

 

 

Zhejiang Leiya Electronics Limited (“Leiya”)

 

Leiya was incorporated on March 5, 2009 under the laws of the People’s Republic of China. The paid in capital was RMB 6,900,000 as of June 30, 2023.

 

The registered principal activities of Leiya are mainly development, production and sales of inverters, chargers and gasoline generators.  

 

Wenzhou New Focus Limited (“New Focus”)

 

New Focus was incorporated on November 21, 2012 in China, and is a wholly owned subsidiary of Leiya. The paid in capital was RMB 5,000,000 as of June 30, 2023.

 

The principal activity of New Focus is mainly the sale of Leiya’s products, which involves exports to multiple countries.

 

Reorganization

 

In or about April and August 2020, the Company completed corporate reorganization to roll several controlled entities (now referred to as the subsidiaries) into one legal corporation (the Company). Shengling Xiang transferred 10% equity of Leiya to Hecang Limited, a Hong Kong entity’s subsidiary, on January 14, 2020. On April 21, 2020, Wenjie acquired 90% equity of Leiya from Shengling Xiang, and 10% from Hecang Limited. As a result, Leiya’s equity interest is 100% held by Wenjie as of April 21, 2020. On August 12, 2020, Chuanlong Lin transferred 100% equity of New Focus to Leiya. Therefore, Leiya holds 100% of equity interest of New Focus as of August 12, 2020. Shengling Xiang, Hecang Limited, and Chuanlong Lin were holding shares on behalf of Lingyi Kong, and therefore, the Company is under the control of Lingyi Kong both before and after the transactions.

 

During the years presented in these consolidated financial statements, the control of the entities has never changed (always under the ultimate control of Lingyi Kong).   Accordingly, the combination has been treated as a corporate restructuring (reorganization) of entities under common control and thus the current capital structure has been retroactively presented in prior periods as if such structure existed at that time and in accordance with ASC 805-50-45-5, the entities under common control are presented on a combined basis for all periods to which such entities were under common control. The consolidation of the Company and its subsidiaries has 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.

 

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying consolidated financial statements and related notes have been prepared in accordance with generally accepted accounting principles in the United Stated of America (“US GAAP”) and have been consistently applied. The accompanying consolidated financial statements include the financial statements of the Company and its majority-owned and controlled subsidiaries. All significant inter-company transactions and balances have been eliminated upon consolidation.

 

F-6

 

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the amounts reported and disclosed in the consolidated financial statements and the accompanying notes. Such estimates include, but are not limited to, allowances for doubtful accounts, inventory valuation, useful lives of property, plant and equipment, intangible assets, and income taxes related to realization of deferred tax assets and uncertain tax position. Actual results could differ from those estimates.

 

Foreign Currency Translation

 

The financial records of the Company’s subsidiaries in People’s Republic of China (“PRC”) are maintained in their local currencies which are Chinese Yuan (“CNY” or “RMB”). Monetary assets and liabilities denominated in currencies other than their local currencies are translated into local currencies at the rates of exchange in effect at the consolidated balance sheet dates. Transactions denominated in currencies other than their local currencies during the year are converted into local currencies at the applicable rates of exchange prevailing when the transactions occur. Transaction gains and losses are recorded in other income/(expense), net in the consolidated statements of income and comprehensive income.

 

The Company maintained its financial record using the United States dollar (“US dollar”) as the functional currency, while the subsidiaries of the Company in Hong Kong and mainland China maintained their financial records using RMB as the functional currencies. The reporting currency of the Company is US dollar. When translating local financial reports of the Company’s subsidiaries into US dollar, assets and liabilities are translated at the exchange rates at the consolidated balance sheet date, equity accounts are translated at historical exchange rates and revenue, expenses, gains and losses are translated at the average rate for the period. Translation adjustments are reported as cumulative translation adjustments and are shown as a separate component of other comprehensive income in the consolidated statements of income and comprehensive income.

 

The relevant exchange rates are listed below:

 

   June 30,   June 30,   December 31, 
   2023   2022   2022 
             
Period Ended RMB: USD exchange rate   7.2513    6.6981    6.8972 
Period Average RMB: USD exchange rate   6.9283    6.4791    6.7290 

 

Cash and Cash Equivalents

 

Cash and cash equivalents primarily consist of cash and deposits with financial institutions which are unrestricted as to withdrawal and use. Cash equivalents consist of highly liquid investments that are readily convertible to cash generally with original maturities of three months or less when purchased.

 

Restricted Cash

 

The Company had bank acceptance notes outstanding with the bank and is required to keep certain amounts on deposit that are subject to withdrawal restrictions. Those notes are generally short term in nature due to their short maturity period of six to nine months; thus, restricted cash is classified as a current asset.

 

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash, which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts presented in the statement of cash flows. The Company adopted the new standard effective January 1, 2018, using the retrospective transition method.

 

As of June 30, 2023 and December 31, 2022, restricted cash was $1,500,224 and $34,728, respectively.

 

F-7

 

 

Accounts Receivable, net

 

Accounts receivables are recognized and carried at original invoiced amount less an estimated allowance for uncollectible accounts. The Company usually determines the adequacy of reserves for doubtful accounts based on individual account analysis and historical collection trends. The Company establishes a provision for doubtful receivables when there is objective evidence that the Company may not be able to collect amounts due. The allowance is based on management’s best estimates of specific losses on individual exposures, as well as a provision on historical trends of collections. Based on management of customers’ credit and ongoing relationship, management makes conclusions whether any balances outstanding at the end of the period will be deemed uncollectible on an individual basis and on aging analysis basis. The provision is recorded against accounts receivables balances, with a corresponding charge recorded in the consolidated statements of income and comprehensive income. Delinquent account balances are written-off against the allowance for doubtful accounts after management has determined that the likelihood of collection is not probable.

 

Inventories

 

Inventories are stated at the lower of cost or net realizable value. Cost is principally determined using the weighted-average method. The Company records adjustments to inventory for excess quantities, obsolescence or impairment when appropriate to reflect inventory at net realizable value. These adjustments are based upon a combination of factors including current sales volume, market conditions, lower of cost or market analysis and expected realizable value of the inventory.

  

Advances to Suppliers

 

Advances to suppliers refer to advances for purchase of materials or services, which are applied against accounts payable when the materials or services are received.

 

The Company reviews a supplier’s credit history and background information before advancing a payment. If the financial condition of its suppliers were to deteriorate, resulting in an impairment of their ability to deliver goods or provide services, the Company would write off such amount in the period when it is considered impaired. As of June 30, 2023 and December 31, 2022, the Company had no write-offs for advances to suppliers.

 

Advances from Customers

 

Advances from customers refer to advances received from customers, which are applied against accounts receivable when products are sold.

 

Property, Plant and Equipment, net

 

Property, plant, and equipment are recorded at cost less accumulated depreciation. Depreciation commences upon placing the asset in use and is recognized on a straight-line basis over the estimated useful lives of the assets with 5% of residual value, as follows:

 

   Useful lives
Buildings  10 years
Machinery and equipment  5-10 years
Transportation vehicles  4 years
Office furniture and equipment  5 years
Electronic equipment  3-5 years

 

Expenditures for maintenance and repairs, which do not materially extend the useful lives of the assets, are charged to expense as incurred. Expenditures for major renewals and betterments which substantially extend the useful life of assets are capitalized. The cost and related accumulated depreciation of assets retired or sold are removed from the respective accounts, and any gain or loss is recognized in the consolidated statements of income and other comprehensive income in other income or expenses.

 

Intangible Assets

 

Intangible assets consist of patents and a trademark. Intangible assets are amortized using the straight-line method with the following estimated useful lives:

 

   Useful lives
Patents  10 years
Trademark  10 years

 

F-8

 

 

Leases/Right of use assets  

 

Effective January 1, 2018, the Company adopted the new lease accounting standard using a modified retrospective transition method which allowed the Company not to recast comparative periods presented in its consolidated financial statements. 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. The Company combines the lease and non-lease components in determining the ROU assets and related lease obligation. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities as disclosed in financial statements. ROU assets and related lease obligations are recognized at commencement date based on the present value of remaining lease payments over the lease term. 

 

Impairment of Long-lived Assets

 

The Company’s management reviews the carrying values of long-lived assets whenever events and circumstances, such as a significant decline in the asset’s market value, obsolescence or physical damage affecting the asset, significant adverse changes in the assets use, deterioration in the expected level of the assets performance, cash flows for maintaining the asset are higher than forecast, indicate that the net book value of an asset may not be recovered through expected future cash flows from its use and eventual disposition. If the estimated cash flows from the use of the asset and its eventual disposition are below the asset’s carrying value, then the asset is deemed to be impaired and written down to its fair value.

 

There was no impairment charge recognized for long-lived assets for the periods ended June 30, 2022 and December 31, 2021.

 

Fair Value Measurement

 

Fair Value Measurements and Disclosures requires disclosure of the fair value of financial instruments held by the Company. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A three-level fair value hierarchy prioritizes the inputs used to measure fair value. The hierarchy requires entities to maximize the use of observable inputs and minimize the use of unobservable inputs. The three levels of inputs used to measure fair value are as follows:

 

  Level 1 inputs to the valuation methodology are quoted prices 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, quoted prices for identical or similar assets in inactive markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

 

  Level 3 inputs to the valuation methodology use one or more unobservable inputs which are significant to the fair value measurement. This includes certain pricing models, discounted cash flow methodologies and similar techniques that use significant unobservable inputs.

 

For the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, other receivables, accounts payable, other current liabilities, and bank loans, the carrying amounts approximate their fair values due to their short maturities as of June 30, 2023 and December 31, 2022.

 

F-9

 

 

Value-added Tax (“VAT”)

 

Sales revenue represents the invoiced value of goods, net of VAT. All of the Company’s products that are sold in the PRC are subject to a VAT on the gross sales price.  The Company is subject to a VAT rate of 17% before May 1, 2018, 16% on and after May 1, 2018, and a new VAT rate of 13% effective on April 1, 2019. The VAT may be offset by VAT paid by the Company on raw materials and other materials included in the cost of producing or acquiring its finished products.

 

Revenue Recognition 

 

The Company generates its revenues mainly from sales of electrical products, such as electrical converters and inverters, to third-party customers, who are mainly distributors and retailers. The Company follows Financial Accounting Standards Board (FASB) ASC 606 and accounting standards updates (“ASU”) 2014-09 for revenue recognition. On January 1, 2018, the Company has early adopted ASU 2014-09, which is a comprehensive new revenue recognition model that requires revenue to be recognized in a manner to depict the transfer of goods or services to a customer at an amount that reflects the consideration expected to be received in exchange for those goods or services. The Company considers revenue realized or realizable and earned when all the five following criteria are met: (1) identify the contract with a customer, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

 

The Company considers customer purchase orders, which in some cases are governed by master sales agreements, to be the contracts with a customer. As part of its consideration of the contract, the Company evaluates certain factors including the customer’s ability to pay (or credit risk). For each contract, the Company considers the promise to transfer products, each of which is distinct, to be the identified performance obligations. In the principal versus agent consideration, since no another party is involved in transactions, the Company is a principal.

 

In determining the transaction price, the Company evaluates whether the price is subject to refund or adjustment to determine the net consideration to which the Company expects to be entitled. The Company analyzed historical refund claims for defective products, and since no warranty, discount or return policy are documented in the sales agreements, the Company concluded that they have been immaterial.

 

Revenues are reported net of all value added taxes. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under ASC 606-10-32-18 to not assess whether a contract has a significant financing component. The Company allocates the transaction price to each distinct product based on their relative standalone selling price.

 

Revenue is recognized when control of the product is transferred to the customer (i.e., when the Company’s performance obligation is satisfied at a point in time), which typically occurs at delivery. For international sales, the Company sells its products primarily under the free onboard (“FOB”) shipping point term. For sales under the FOB shipping point term, the Company recognizes revenues when products are delivered from Company to the designated shipping point. Prices are determined based on negotiations with the Company’s customers and are not subject to adjustment. 

 

Rental income

 

Rental income is from subleasing part of the leased assets under operating leases, and it is recognized in the statements of comprehensive income on a straight-line basis over the term of the lease.

 

Government Grant 

 

Government grants are the compensation for expenses already incurred or for the purpose of giving immediate financial support to the Company. The government evaluates the Company’s eligibility for the grants on a consistent basis, and then makes the payment. Therefore, there are no restrictions on the grants.  

 

Government grants are recognized when received and all the conditions for their receipt have been met. The grants received were $109,472 and $89 for the six months ended June 30, 2023 and 2022, respectively, which were included in other income on Income Statement.  

 

F-10

 

 

Research and Development Costs

 

Research and development activities are directed toward the development of new products as well as improvements in existing processes. These costs, which primarily include salaries, contract services and supplies, are expensed as incurred.

  

Shipping and Handling Costs

 

Shipping and handling costs are expensed when incurred and are included in selling and marketing expense. Shipping and handling costs were $92,087 and $92,988 for the six months ended June 30, 2023 and 2022, respectively.

 

Advertising Costs

 

Advertising costs are expensed as incurred in accordance with ASC 720-35, “Selling and Marketing Expenses-Advertising Costs”. Advertising costs were $26,114 and $7,929 for the six months ended June 30, 2023 and 2022, respectively.

 

Income Taxes

 

The Company accounts for income taxes using the asset and liability method whereby it calculates deferred tax assets or liabilities for temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements, net operating loss carry forwards and credits by applying enacted tax rates applicable to the years in which those temporary differences are expected to be reversed or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Current income taxes are provided for in accordance with the laws of the relevant taxing authorities. The components of the deferred tax assets and liabilities are individually classified as non-current amounts.

 

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) the Company determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, the Company recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

 

To the extent applicable, the Company records interest and penalties as other expense. All of the tax returns of the Company’s PRC subsidiaries remain subject to examination by PRC tax authorities for five years from the date of filing. The fiscal year for tax purpose in PRC is December 31.

 

The Company and its subsidiaries are not subject to U.S. tax laws and local state tax laws. The Company’s income and that of its related entities must be computed in accordance with Chinese and foreign tax laws, as applicable, and all of which may be changed in a manner that could adversely affect the amount of distributions to shareholders. There can be no assurance that Income Tax Laws of PRC will not be changed in a manner that adversely affects shareholders. In particular, any such change could increase the amount of tax payable by the Company, reducing the amount available to pay dividends to the holders of the Company’s ordinary shares.

 

Earnings Per Share

 

Earnings (loss) per share is calculated in accordance with ASC 260 Earnings per Share. Basic earnings (loss) per share is computed by dividing the net income (loss) attributable to shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share is computed in accordance with the treasury stock method and based on the weighted average number of ordinary shares and dilutive ordinary share equivalents. Dilutive ordinary share equivalents are excluded from the computation of diluted earnings per share if their effects would be anti-dilutive. There were no dilutive ordinary share equivalents outstanding during the six months ended June 30, 2023 and 2022.

 

The Company did not use the two-class method to compute net income per ordinary share, because it did not have other issued securities other than ordinary shares. Class A and Class B shares are both ordinary shares, and per Article 6 in Memorandum and Articles of Association (amended and restated), they have the same rights, preferences, privileges, and restrictions, except for voting and conversion rights. 

 

F-11

 

 

Comprehensive income/(loss)

 

Comprehensive income/(loss) is defined as the changes in shareholders’ equity during a period arising from transactions and other events and circumstances excluding transactions resulting from investments by shareholders and distributions to shareholders. Comprehensive income or loss is reported in the consolidated statements of comprehensive income/(loss). Accumulated other comprehensive income/(loss), as presented on the accompanying consolidated balance sheets, consists of accumulated foreign currency translation adjustments.

 

Certain Risks and Concentration

 

Exchange Rate Risks

 

The Company operates in PRC, which may give rise to significant foreign currency risks mainly from fluctuations and the degree of volatility of foreign exchange rates between the USD and the RMB.

 

Currency Convertibility Risks

 

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 requires submitting a payment application form together with other information such as suppliers’ invoices, shipping documents and signed contracts.

 

Concentration of Credit Risks

 

Financial instruments that potentially subject the Company to concentration of credit risks consist primarily of cash and cash equivalents, restricted cash, notes receivable. The Company places its cash and cash equivalents, restricted cash, and note receivable in good credit quality financial institutions in Hong Kong and PRC. Concentration of credit risks with respect to accounts receivables is linked to the concentration of revenue. To manage credit risk, the Company performs ongoing credit evaluations of customers’ financial condition.

 

Interest Rate Risks

 

The Company is subject to interest rate risk. The Company has bank interest bearing loans charged at variable interest rates. And although some bank interest bearing loans are charged at fixed interest rates within the reporting period, the Company is still subject to the risk of adverse changes in the interest rates charged by the banks when these loans are refinanced.

 

Risks and Uncertainties

 

The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by political, economic, and legal environments in the PRC, as well as by the general state of the PRC economy. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations including its organization and structure disclosed in Note1, this may not be indicative of future results.

 

Liquidity Risks

 

Our primary sources of liquidity consist of existing cash balances, cash flows from our operating activities and availability under our revolving credit facility. Our ability to generate sufficient cash flows from our operating activities is primarily dependent on our sales of converters and power generating products to our customers at margins sufficient to cover fixed and variable expenses.

 

As of June 30, 2023 and December 31, 2022, we had cash and cash equivalents of $7,273,652 and $7,067,247, respectively. We believe that our current cash, cash to be generated from our operations and access to loans from our related parties will be sufficient to meet our working capital needs for at least the next twelve months. Although we do not have any amounts committed to be provided by our related parties, due to their relatively small amounts, we do not believe our working capital needs will be negatively impacted without such funds provided by related parties. We are also not dependent upon this offering to meet our liquidity needs for the next twelve months. However, we plan to expand our business to implement our growth strategies in our existing market and strengthen our position in the marketplace. To do so, we will need more capital through equity financing to increase our production and meet market demands.

F-12

 

 

Recent Accounting Pronouncements

 

The Company considers the applicability and impact of all accounting standards updates (“ASU”). Management periodically reviews new accounting standards that are issued.

 

Recently Issued Accounting Standards

 

In March 2022, the FASB issued ASU 2022-02, Financial Instruments – Credit Losses (Topic 326). The amendments in this update are related to the following two issues:

 

  - Issue 1: Troubled Debt Restructurings (“TDRs”) by Creditors

 

The amendments in this Update eliminate the accounting guidance for TDRs by creditors in Subtopic 310-40,

 

Receivables—Troubled Debt Restructurings by Creditors, while enhancing disclosure requirements for certain loan refinancings and restructurings by creditors when a borrower is experiencing financial difficulty. Specifically, rather than applying the recognition and measurement guidance for TDRs, an entity must apply the loan refinancing and restructuring guidance in paragraphs 310-20-35-9 through 35-11 to determine whether a modification results in a new loan or a continuation of an existing loan.

 

  - Issue 2: Vintage Disclosures—Gross Writeoffs

 

For public business entities, the amendments in this Update require that an entity disclose current-period gross writeoffs by year of origination for financing receivables and net investments in leases within the scope of Subtopic 326-20, Financial Instruments—Credit Losses—Measured at Amortized Cost.

 

For entities that have adopted the amendments in Update 2016-13, the amendments in this Update are effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years. For entities that have not yet adopted the amendments in Update 2016-13, the effective dates for the amendments in this Update are the same as the effective dates in Update 2016-13.

 

The Company does not expect the adoption to have a material impact on its consolidated financial statements.

 

Other accounting standards that have been issued by the FASB or other standards-setting bodies are not expected to have a material effect on the Company’s financial position, result of operations or cash flows.

 

Reclassification of Prior Period Presentation

 

Certain prior period amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations.

  

NOTE 3 – ACCOUNTS RECEIVABLE

 

Accounts receivable as of June 30, 2023 and December 31, 2022 consisted of the following:

 

   June 30,
2023
   December 31,
2022
 
Accounts receivable  $5,912,052   $9,963,821 
Less: allowance for doubtful accounts   (2,357)   (2,478)
Accounts receivable, net  $5,909,695   $9,961,343 

 

The average accounts receivable turnover period was approximately 154 days and 79 days for the fiscal periods ended June 30, 2023 and December 31, 2022, respectively.

 

Changes of allowance for doubtful accounts for the fiscal periods ended June 30, 2023 and December 31, 2022 were as follow:

 

   June 30,
2023
   December 31,
2022
 
Beginning balance  $(2,478)  $(2,682)
Exchange difference   121    204 
Ending balance  $(2,357)  $(2,478)

  

There was no bad debt expense recorded by the Company during the fiscal periods ended June 30, 2023 and December 31, 2022.

 

F-13

 

 

NOTE 4 – INVENTORIES

 

Inventories as of June 30, 2023 and December 31, 2022 consisted of the following:

 

   June 30,
2023
   December 31,
2022
 
Raw materials  $5,404,093   $4,298,235 
Work in process   591,234    642,235 
Finished goods   948,368    1,300,383 
Inventory valuation allowance   (92,446)   (13,397)
Total  $6,851,249   $6,227,456 

 

The inventory valuation allowance recognized for the fiscal periods ended June 30, 2023 and December 31, 2022 was $79,703 and $0, respectively. There were no write-offs for the fiscal periods ended June 30, 2023 and December 31, 2022.

 

NOTE 5 – ADVANCES TO SUPPLIERS AND OTHER

 

Advances to suppliers and other as of June 30, 2023 and December 31, 2022 consisted of the following:

 

   June 30,
2023
   December 31,
2022
 
Advance to suppliers  $723,111   $515,137 
Advance payment for potential factory lease and land purchase   1,201,354    4,201,354 
Total   1,924,465    4,716,491 

 

As of June 30, 2023, there was an advance payment in the amount of $1,000,000, which was related to a potential long-term lease of customized factory for the purpose of expanding business in the energy storage industry.

 

As of December 31, 2022, there was $4,201,354 included in advances to suppliers, which was relating to potential oversea land purchase for the purpose of expanding business in North America. The advance was paid to a third-party company, who signed an agreement with the Company to seek the suitable land on the Company’s behalf. If the third-party company fails to locate the land that meet the Company’s requirements within 180 days of the signed date of the agreement, the agreement terminates, and the third-party company will return the $4.2 million advance received from the Company. On May 5, 2023, the Company received $4 million of returned advances related to the potential land purchase.

 

NOTE 6 – PROPERTY, PLANT AND EQUIPMENT

 

Property, plant and equipment as of June 30, 2023 and December 31, 2022 consisted of the following:

 

   June 30,
2023
   December 31,
2022
 
Machinery and equipment  $1,849,145   $1,769,482 
Transportation vehicles   396,526    237,255 
Electronic devices   101,732    89,614 
Office furniture and equipment   56,155    48,728 
Leasehold improvements   23,836    
-
 
Building   489,906    501,023 
Total property plant and equipment, at cost   2,917,300    2,646,102 
Less: accumulated depreciation   1,114,242    983,947 
Property, plant and equipment, net  $1,803,058   $1,662,155 

 

As of June 30, 2023 and December 31, 2022, the Company had no impaired or pledged property and equipment.

 

Additions to property and equipment for the fiscal periods ended June 30, 2023 and December 31, 2022 were $400,414 and $926,117, respectively. There were no disposals during these periods.

 

Depreciation expenses were $186,658 and $121,126 for the six months ended June 30, 2023 and 2022, respectively

 

There were no depreciation expenses included in cost of sales during the six months ended June 30, 2023 and 2022.

 

F-14

 

 

NOTE 7 – INTANGIBLE ASSETS

 

Intangible assets as of June 30, 2023 and December 31, 2022 consisted of the following: 

 

   June 30,
2023
   December 31,
2022
 
Intangible assets        
Cost  $12,494   $13,136 
Accumulated amortization   (4,082)   (2,851)
Additions, at cost   
 
    
-
 
Amortization current period   (647)   (1,471)
Intangible assets, net  $7,765   $8,814 

 

The intangible assets represent the ERAYAK trademark and the Company’s purchase of patents related to new technologies to produce inverters.

 

There were no disposals for the fiscal periods ended June 30, 2023 and December 31, 2022.

 

During the periods of June 30, 2023 and December 31, 2022, the Company had no impaired or pledged intangibles.   

 

Five succeeding years of amortization are as follows:

 

Year  Amortization   Net carrying
value
 
2024  $1,249   $6,516 
2025   1,249    5,267 
2026   1,249    4,018 
2027   1,249    2,769 
2028   1,249    1,520 

 

NOTE 8 – LEASE

 

The Company has one related party lease for the land where it operates with no option to renew, and the Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. After paid part of the 20-year lease payment, the Company secured the right to use of property, and the lessor, Wenzhou Ailefu Technology Co., Ltd (“Ailefu”), provided the leased assets as guarantee for the Company to apply bank loan, and the lease payment for the future 20 years have been prepaid. The Company sub-leases part of the property and uses rental income to cover part or all of the interest expense on the bank loan. The related bank loan is disclosed in Note 11 – Long-term Loans. Rental income from the sublease is disclosed in Note 17 – Rental Income, Net. Relation between the Company and Ailefu is disclosed in Note 20 – Related Party Transactions.

 

The ending balances of right of use assets were $7,047,686 and $7,665,013 as of June 30, 2023 and December 31, 2022, respectively.

 

NOTE 9 – OTHER NON-CURRENT ASSETS

 

As of June 30, 2023, other non-current assets included a three-year fixed deposit in the amount of RMB 27,400,000, or $3,778,633, in Minsheng Bank, from June 9, 2023, to June 9, 2026. The annual interest rate on the deposit is 3.2%, and early withdrawal before the expiry date is not allowed.

 

NOTE 10 – SHORT-TERM BORROWINGS

 

Short-term borrowings consisted of the following as of June 30, 2023 and December 31, 2022:

 

   As of 
   June 30,
2023
   December 31,
2022
 
Short-term borrowings from financial institutions  $4,137,189   $4,777,301 
Government loan   827,438    1,449,864 
Total  $4,964,627   $6,227,165 

 

F-15

 

 

Short-term borrowings from financial institutions consisted of the following at June 30, 2023:

 

Bank Name  Amount – RMB   Amount – USD   Issuance
Date
  Expiration
Date
  Interest 
Minsheng Bank   10,000,000   $1,379,063   2022.08.09  2023.08.09   4.10%
Minsheng Bank   10,000,000    1,379,063   2022.08.16  2022.08.15   4.10%
Minsheng Bank   5,000,000    689,532   2023.01.13  2023.07.13   4.00%
Minsheng Bank   5,000,000    689,532   2023.01.13  2023.07.13   4.00%
Total  RMB30,000,000   $4,137,189            

 

Short-term borrowings from financial institutions consisted of the following at December 31, 2022:

  

Bank Name  Amount – RMB   Amount – USD   Issuance
Date
  Expiration
Date
  Interest 
Longwan Rural Commercial Bank   1,200,000    173,984   2022.06.15  2023.06.14   9.60%
Longwan Rural Commercial Bank   1,750,000    253,725   2022.06.15  2023.06.14   9.60%
Minsheng Bank   10,000,000    1,449,864   2022.08.02  2023.02.02   4.10%
Minsheng Bank   10,000,000    1,449,864   2022.08.09  2023.08.09   4.10%
Minsheng Bank   10,000,000    1,449,864   2022.08.16  2023.08.15   4.10%
Total  RMB32,950,000   $4,777,301            

 

The Company’s short-term bank borrowings are guaranteed by the Company’s major shareholders, their immediate family members, and related companies. For the fiscal periods ended June 30, 2023 and 2022, interest expenses on short-term borrowings from financial institutions amounted to $107,308 and $94,323, respectively.

 

For the six months ended June 30, 2023 and 2022, the imputed interest expense recorded by the Company on the government loan was $18,146 and $28,553, respectively. 

 

NOTE 11 – LONG-TERM LOANS

 

As of June 30, 2023, the long-term loans consisted of the following:

 

Description  Amount – RMB   Amount – USD   Issuance
Date
  Expiration
Date
  Interest 
WeBank Shenzhen   452,698   $62,430   2023.01.17  2025.01.23   7.92%
WeBank Shenzhen   200,000    27,581   2023.04.27  2025.04.23   6.6528%
WeBank Shenzhen   357,143    49,252   2022.10.06  2024.09.23   7.272%
WeBank Shenzhen   304,853    42,041   2022.10.22  2024.10.23   6.552%
WeBank Shenzhen   514,440    70,945   2022.12.30  2024.12.23   7.128%
WeBank Shenzhen   452,697    62,430   2023.01.17  2025.01.23   7.92%
WeBank Shenzhen   100,000    13,791   2023.03.29  2025.03.23   7.4844%
Longwan Rural Commercial Bank   1,200,000    165,488   2023.06.02  2026.05.30   6.6%
Longwan Rural Commercial Bank   1,750,000    241,336   2023.06.02  2026.05.30   6.6%
Minsheng Bank   10,000,000    1,379,063   2023.03.29  2024.06.17   4.12%
Minsheng Bank   10,000,000    1,379,063   2023.03.30  2024.06.17   4.12%
Minsheng Bank   10,000,000    1,379,063   2023.03.31  2024.06.17   4.12%
Subtotal   35,331,831    4,872,482            
Current portion of long-term loans   (32,119,810)   (4,429,524)           
Total  RMB3,212,021   $442,958            

  

F-16

 

 

As of December 31, 2022, the long-term loan consisted of the following:

 

Description  Amount – RMB   Amount – USD   Issuance
Date
  Expiration
Date
  Interest 
WeBank Shenzhen   500,000    72,493   2022.10.06  2024.09.23   7.27%
WeBank Shenzhen   400,120    58,012   2022.10.23  2024.10.23   6.55%
WeBank Shenzhen   600,180    87,018   2022.12.30  2024.12.23   7.13%
Minsheng Bank   30,000,000    4,349,591   2021.04.12  2023.04.08   4.70%
Subtotal   31,500,300    4,567,114            
Current portion of long-term loans   (30,000,000)   (4,349,591)           
Total  RMB1,500,300   $217,523            

 

As of June 30, 2023 and December 31, 2022, the long-term loans from Minsheng Bank were secured by the leased property from Ailefu, which is disclosed in Note 8 - Lease.

 

For the six months ended June 30, 2023 and 2022, interest expenses on long-term loans amounted to $110,742 and $110,020, respectively.

 

NOTE 12 – SALES

 

Disaggregated sales by types as of June 30, 2023 and 2022 consisted of the following:

 

   2023   2022 
Inverters  $4,125,882   $7,176,484 
Chargers   228,389    400,413 
Gasoline generators   4,514,899    3,782,129 
Power bank   452,318    
-
 
Other products   128,329    119,120 
Total  $9,449,817   $11,478,147 

 

There is no warranty, discount or return policy documented in the sales agreements.

 

NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES

 

General and administrative expenses as of June 30, 2023 and 2022 consisted of following:

 

   2023   2022 
Employee compensation and benefits  $207,833   $142,900 
Travel and communication expenses   31,916    18,146 
Rent and utilities   30,454    22,071 
Consulting fees   682,558    65,874 
Insurance   13,680    12,971 
Depreciation and amortization expenses   51,636    31,131 
Sales tax   36,158    38,840 
Entertainment   18,383    2,278 
Office and miscellaneous   95,556    23,310 
Total  $1,168,174   $357,521 

 

NOTE 14 – SELLING AND MARKETING EXPENSES

 

Selling and marketing expenses as of June 30, 2023 and 2022 consisted of the following:

 

   2023   2022 
Employee compensation and benefits  $54,981   $55,943 
Travel and promotion   47,633    19,638 
Transportation   105,514    90,388 
Insurance   8,228    
-
 
Consulting fee   6,053    1,349 
Inspection and certification fees   67,265    106,195 
Entertainment   110,453    49,247 
Office and miscellaneous   36,492    9,458 
Total  $436,619   $332,218 

 

F-17

 

 

NOTE 15 – RESEARCH AND DEVELOPMENT EXPENSES

 

Research and development expenses as of June 30, 2023 and 2022 consisted of the following:

 

   2023   2022 
Salaries  $210,995   $231,691 
Contract services and supplies   238,637    276,015 
Utility   1,215    1,122 
Design cost   14,047    40,901 
Depreciation   12,883    10,091 
Other   3,925    197 
Total  $481,702   $560,017 

 

NOTE 16 – INTEREST EXPENSES, NET

 

Interest expenses as of June 30, 2023 and 2022 consisted of the following:

 

   2023   2022 
Interest expense  $(238,269)  $(248,130)
Interest income   38,557    7,226 
Total interest expense, net  $(199,712)  $(240,904)

 

NOTE 17 – RENTAL INCOME, NET

 

The Company subleases part of the leased assets on a straight-line basis to other third parties. The lease terms with lessees vary and usually start from two years. Rental income as of June 30, 2023 and 2022 consisted of the following:

 

   2023   2022 
Rental income  $213,405   $233,542 
Rental expense   (110,693)   (149,617)
Total rental income, net  $102,712   $83,925 

 

NOTE 18 – OTHER INCOME, NET

 

The following table shows the detail of net other income (expenses) for the six-month periods ended June 30, 2023 and 2022:

 

   2023   2022 
Government grant  $109,472   $89 
Loss on asset disposal   
-
    (145)
Exchange gains (losses)   (14,153)   19,873 
Bank charges   (6,648)   (5,985)
Miscellaneous income   4,627    1,200 
Miscellaneous expenses   (88,627)   (1)
Total other income (expenses), net  $4,671   $15,031 

 

F-18

 

 

NOTE 19 – CUSTOMER AND SUPPLIER CONCENTRATIONS

 

Significant customers and suppliers are those that account for greater than 10% of the Company’s revenues and purchases.

 

The Company sold a substantial portion of products to one customer (26.08% of total revenues) during the six months ended June 30, 2023. As of June 30, 2023, amount due from this customer included in accounts receivable was $714,542, representing 12.09% of total accounts receivable. Beside the significant customer, there were other significant concentrations of accounts receivable, which included four customers who accounted for 28.62%, 13.90%, 10.73% and 10.49%, respectively, of the total accounts receivable for the six months ended June 30, 2023.

 

The Company sold a substantial portion of products to two customers (11.38% and 10.95% of total revenues) during the six months ended June 30, 2022. As of June 30, 2022, the amount due from these customers included in accounts receivable was $674,590, representing 13.76% of total accounts receivable. Beside the significant customers, there were other significant concentrations of accounts receivable, which included three customers who accounted for 24.18%, 16.11% and 11.71%, respectively, of the total accounts receivable for the six months ended June 30, 2022.

  

The loss of one significant customer or the failure to attract new customers could have a material adverse effect on our business, consolidated results of operations and financial condition.

 

For the six months ended June 30, 2023 and 2022, there was no significant concentration in suppliers for the Company’s raw material purchase.

  

The Company has numerous suppliers that could be substituted should any of the current suppliers become unavailable or non-competitive.

 

NOTE 20 – RELATED PARTY TRANSACTIONS

 

1) Nature of relationships with related parties

 

Name   Relationship with the Company
Wenzhou Ailefu Technology Co. Ltd. (“Ailefu”)   An entity 100% owned by Xiangze
Hangzhou Xiangze Trading Co. Ltd. (“Xiangze”)   An entity 100% owned by Lingyi Kong
Wenzhou Weidi Technology Co. Ltd. (“Weidi”)   An entity 100% owned by Chuanlong Lin’s wife
Shanghai Fushishenye Mechanical and Electrical Equipment Co. Ltd. (“Fushishenye”)   An entity with Lingyi Kong as legal rep
Ruian Xiaobai New Energy Automobile Rental Co. Ltd. (“Xiaobai”)   An entity 30% owned by Shengling Xiang
Chuanlong Lin   Relative of Lingyi Kong; former controlling shareholder of New Focus
Shengling Xiang   Executive and legal rep of the Company
Lingyi Kong   Controlling shareholder of the Company
Chunhua Xiang   Relative of Lingyi Kong

 

F-19

 

 

2) Related party transactions

  

The Company leases offices and factory buildings from Ailefu. The nature of the lease is disclosed in Note 8 - Lease.

 

There were no transactions between the Company and Xiangze, the Company and Weidi, the Company and Fushishenye, and the Company and Xiaobai during the six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022, the Company had no outstanding balances from these entities.

 

Chuanlong Lin periodically provides working capital to support the Company’s operations when needed. Chuanlong Lin didn’t provide working capital during the six months ended June 30, 2023 and 2022. As of June 30, 2023 and December 31, 2022, the Company had no outstanding balance from this individual.

 

Shengling Xiang periodically provides working capital to support the Company’s operations when needed. During the six months ended June 30, 2023 and 2022, Shengling Xiang provided working capital of $1,256 and $253,122, respectively. As of June 30, 2023, the Company had outstanding due from this individual in the amount of $965. As of December 31, 2022, the Company had no outstanding balance from this individual.

 

Lingyi Kong periodically provides working capital to support the Company’s operations when needed. During the six months ended June 30, 2023 and 2022, Lingyi Kong provided working capital of $9,120,278 and $13,706,544, respectively. As of June 30, 2023 and December 31, 2022, the Company had outstanding payable due to Lingyi Kong with an amount of $209,894 and $344,528, respectively. This represented unsecured, due on demand and interest free borrowings between the Company and Lingyi Kong. For the six months ended June 30, 2023 and the fiscal year ended December 31, 2022, there were notes receivables endorsed by Lingyi Kong with recourse to the Company’s suppliers to settle accounts payable in the amount of $3,551,339 and $2,844,019, respectively.

 

Chunhua Xiang periodically provides working capital to support the Company’s operations when needed. During the six months ended June 30, 2023 and 2022, Chunhua Xiang provided working capital of $9,653 and $810,221, respectively. As of June 30, 2023 and December 31, 2022, the Company no outstanding due to this individual in the amount of $9,653 and $0.

   

3) Related party balances

 

Net outstanding balances with related parties consisted of the following as of June 30, 2023 and December 31, 2022:

 

Accounts  Name of related parties  June 30,
2023
   December 31,
2022
 
Due from related party  Shengling Xiang   965    
-
 
Total due from related party     $965    
-
 
              
Due to related party  Lingyi Kong   (209,894)   (344,528)
   Shengling Xiang   
-
    (46,623)
   Chunhua Xiang   (9,653)   
-
 
Total due to related parties     $(219,547)  $(391,151)

 

NOTE 21 – SHAREHOLDERS’ EQUITY

 

Ordinary shares

 

The Company is authorized to issue 500,000,000 ordinary shares of par value of $0.0001 each, comprising of: (i) 450,000,000 Class A Ordinary Shares of par value of USD 0.0001 each, and (ii) 50,000,000 Class B Ordinary Shares of par value of USD 0.0001 each. There are currently 11,000,000 issued and outstanding Class A Ordinary Shares and 1,000,000 issued and outstanding Class B Ordinary Shares, of which 6,000,000 Class A and 1,000,000 Class B Ordinary Shares are owned by Erayak International Limited, 1,400,000 Class A Ordinary Shares are owned by CEC Science and Innovation Co., Ltd., and 600,000 Class A Ordinary Shares are owned by Grand Merchant Incorporation Limited.

 

Holders of Class A Ordinary Shares and Class B Ordinary Shares shall at all times vote together as one class on all resolutions submitted to a vote by the Members. Each Class A Ordinary Share shall entitle the holder thereof to one (1) vote on all matters subject to vote at general meetings of the Company, and each Class B ordinary share shall entitle the holder thereof to twenty (20) votes on all matters subject to vote at general meetings of the Company. Each Class B Ordinary Share is convertible into one (1) Class A Ordinary Share at any time at the option of the holder thereof. In no event shall Class A Ordinary Shares be convertible into Class B Ordinary Shares. Save and except for voting rights and conversion rights, the Class A Ordinary Shares and the Class B Ordinary Shares shall rank pari passu with one another and shall have the same rights, preferences, privileges and restrictions.

 

F-20

 

 

Initial Public Offering

 

On December 14, 2022, the Company consummated its initial public offering (“IPO”) of 3,000,000 Class A ordinary shares at a price of $4.00 per share, generating gross proceeds to the Company of $12,000,000 before deducting underwriting discounts and commissions and offering expenses. After deducting underwriting discounts, commissions and expenses related to the offering, the Company recorded $10,646,322 (with $1,200 in par value and $10,645,122 in additional paid in capital) net proceeds from its initial public offering. The underwriter was granted a 45-day over-allotment option to purchase up to an additional 450,000 Class A ordinary shares at the initial public offering price. Meanwhile, other costs incurred in the IPO totaled $1,061,170, the main nature of which was professional fees. As a result, Class A shares increased by $300, and additional paid-in capital increased by $9,584,612.

 

Statutory Reserve

 

The Company’s PRC subsidiaries are required to make appropriations to certain reserve funds, comprising the statutory surplus reserve and the discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”). Appropriations to the statutory surplus reserve are required to be at least 10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entity’s registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors of each of the PRC subsidiary. The reserved amount as determined pursuant to PRC statutory laws totaled $916,912 as of June 30, 2023 and December 31, 2022.

 

Under PRC laws and regulations, paid in capital, additional paid in capital, and statutory surplus reserves are restricted to set-off against losses, expansion of production and operation and increasing registered capital of the respective company and are not distributable other than upon liquidation. The reserves are not allowed to be transferred to the Company in terms of cash dividends, loans or advances, nor allowed for distribution except under liquidation.  

 

NOTE 22 – INCOME TAXES

  

Enterprise Income Taxes (“EIT”)

 

Erayak Power Solution Group Inc. is incorporated in Cayman Island as an offshore holding company and is not subject to tax on income or capital gain under the laws of Cayman Island.

 

Erayak Power Solution Limited is incorporated in BVI as an offshore holding company and is not subject to tax on income or capital gain under the laws of BVI.

 

Erayak Power Solution Hong Kong Limited is established in Hong Kong and is subject to statutory income tax rate at 16.5%.

 

Wenzhou Wenjie Technology Limited is established in PRC and is subject to statutory income tax rate at 25%.

 

Zhejiang Leiya Electronics Limited and Wenzhou New Focus Limited are the Company’s main operating subsidiaries in PRC. Zhejiang Leiya Electronics is a high technology company and has applicable EIT rate of 15%. Wenzhou New Focus Limited has applicable EIT rate of 5%. As of June 30, 2023, the tax years ended December 31, 2017 through December 31, 2022 for the Company’s PRC entities remain open for statutory examination by PRC tax authorities.

 

The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measure the unrecognized benefits associated with the tax positions. As of June 30, 2023, and December 31, 2022, the Company did not have any significant unrecognized uncertain tax positions. The Company did not incur any interest and penalties related to potential underpaid income tax expenses for the fiscal periods ended June 30, 2023 and December 31, 2022, respectively, and also does not anticipate any significant increases or decreases in unrecognized tax benefits in the next 12 months from December 31, 2022.

 

Per the consolidated statements of income and comprehensive income, the income tax expenses for the Company can be reconciled to the income before income taxes for the six months ended June 30, 2023 and 2022 as follows: 

 

   2023   2022 
Income before taxes excluded the amounts of loss incurring entities  $1,024,835   $2,485,280 
PRC EIT tax rates   15%   15%
Tax at the PRC EIT tax rates  $153,725    372,792 
Tax effect of R&D expenses deduction   (72,255)   (84,002)
Tax effect of non-deductible expenses   24,804    3,091 
Tax effect of accumulated loss   (13,567)   
-
 
Income tax expenses  $92,707   $291,881 

 

F-21

 

 

Income taxes for the six months ended June 30, 2023 and 2022 are attributed to the Company’s continuing operations in China and consisted of:

 

   2023   2022 
Current income tax  $92,707   $291,881 
Deferred income tax   
-
    
-
 
Total income tax expense  $92,707   $291,881 

 

The deferred tax assets consisted of the following as of June 30, 2023 and December 31, 2022:

 

   As of 
   June 30,
2023
   December 31,
2022
 
Deferred tax assets:        
Opening balance   33,490    36,247 
Effect of exchange rate   (1,635)   (2,757)
Total  $31,855   $33,490 

   

There was no valuation allowance for the deferred tax assets as of June 30, 2023 and December 31, 2022. In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based upon the level of historical taxable income, projections for future taxable income over the periods in which the deferred tax assets are deductible, and the scheduled reversal of deferred tax liabilities, management believes it is more likely than not the company will realize the benefits of those deductible differences as of June 30, 2023 and December 31, 2022.

  

NOTE 23 – COMMITMENTS AND CONTINGENCIES

 

As of June 30, 2023 and December 31, 2022, the Company had no material purchase commitments, and one lease, which has been disclosed under right of use lease assets in Note 8 – Leases.

 

From time to time, the Company is involved in various legal proceedings, claims and other disputes arising from commercial operations, employees, and other matters which, in general, are subject to uncertainties and in which the outcomes are not predictable. The Company determines whether an estimated loss from a contingency should be accrued by assessing whether a loss is deemed probable and can be reasonably estimated. Although the Company can give no assurances about the resolution of pending claims, litigation or other disputes and the effect such outcomes may have on the Company, the Company believes that any ultimate liability resulting from the outcome of such proceedings, to the extent not otherwise provided or covered by insurance, will not have a material adverse effect on our consolidated financial position or results of operations or liquidity. As of June 30, 2023 and December 31, 2022, Company had no pending legal proceedings outstanding.  

 

NOTE 24 – SEGMENT REPORTING

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Company’s internal organizational structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Company’s business segments. The Company uses the “management approach” in determining reportable operating segments. The management approach considers the internal organization and reporting used by the Company’s chief operating decision maker for making operating decisions and assessing performance as the source for determining the Company’s reportable segments. Management, including the chief operating decision maker, reviews operation results as one operating segment. The Company has single operating entity at a single location, and all of the products are electrical products and use the similar product line and labors. Based on management’s assessment, the Company has determined that it has only one operating segment as defined by ASC 280.

 

F-22

 

 

The following tables present revenue for five major markets for the six months ended June 30, 2023 and 2022, respectively.

 

   June 30, 2023 
Top Five Markets:  Sales
Amount
(In USD)
   As %
of Sales
 
China  $5,038,977    53.32%
Poland   975,149    10.32%
Germany   814,979    8.62%
U.K.   517,598    5.48%
Mexico   394,632    4.18%

 

   June 30, 2022 
Top Five Markets:  Sales
Amount
(In USD)
   As %
of Sales
 
China  $6,524,707    56.84%
Germany   821,350    7.16%
Poland   762,129    6.64%
Canada   605,241    5.27%
France   513,700    4.48%

 

NOTE 25 – FINANCIAL IMPACT OF COVID-19

 

In December 2019, a novel strain of coronavirus was reported to have surfaced in Wuhan, China, which spreaded throughout China and other parts of the world, including the United States. On January 30, 2020, the World Health Organization declared the outbreak of the coronavirus disease (COVID-19) a “Public Health Emergency of International Concern,” and on March 11, 2020, the World Health Organization characterized the outbreak as a “pandemic.”   Governments in affected countries were imposing travel bans, quarantines and other emergency public health measures, which had caused material disruption to businesses globally resulting in an economic slowdown.

 

As the PRC government announced optimization of COVID-19 rules in November 2022, many of the restrictive measures previously adopted by the PRC governments at various levels to control the spread of the COVID-19 virus have been revoked or replaced with more flexible measures. The financial impact of COVID-19 outbreak on the Company’s financial condition and results of operations is declining. However, for the full fiscal year of 2023, the Company is currently unable to quantify the expected impact of the COVID-19 pandemic on its future operations, financial condition, liquidity and results of operations.

 

NOTE 26 – SUBSEQUENT EVENTS

 

The Company has evaluated subsequent events through November XX, 2023. No other matters were identified affecting the accompanying financial statements or related disclosures.

 

 

F-23

 

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