|
Cayman Islands
|
| |
6770
|
| |
Not Applicable
|
|
|
(State or Other Jurisdiction of
Incorporation or Organization) |
| |
(Primary Standard Industrial
Classification Code Number) |
| |
(I.R.S. Employer
Identification No.) |
|
|
Mitchell Nussbaum
Andrei Sirabionian Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 Tel: (212) 407-4000 Fax: (212) 407-4990 |
| |
Huan Lou, Esq.
Jay Kaplowitz, Esq. Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 31th Floor New York, New York 10036 Tel: (212) 930-2700 Fax: (212) 930-9725 |
|
| | |
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| | | | F-1 | | |
|
Mountain Crest Acquisition Corp. III
311 West 43rd Street 12th Floor New York, NY 10036 (646) 493-6558 |
| |
ETAO International Co., Ltd.
1460 Broadway 14th Floor New York, NY 10036 (347) 306-5134 |
|
| | |
Scenario 1
Combined (Assuming Minimum Redemptions Into Cash) |
| |
Scenario 2
Combined (Assuming Maximum Redemptions Into Cash) |
| |
Scenario 3
Combined (Assuming 50% Redemptions Into Cash) |
| |||||||||
Weighted average shares calculation, basic and diluted | | | | | | | | | | | | | | | | | | | |
MCAE public shares
|
| | | | 1,596,706 | | | | | | 517,348 | | | | | | 1,057,027 | | |
MCAE public rights to be converted
|
| | | | 541,719 | | | | | | 541,719 | | | | | | 541,719 | | |
MCAE private rights to be converted
|
| | | | 19,334 | | | | | | 19,334 | | | | | | 19,334 | | |
MCAE shares held by Sponsor and other shareholders
|
| | | | 1,633,891 | | | | | | 1,633,891 | | | | | | 1,633,891 | | |
MCAE shares issued for advisory fee
|
| | | | 3,000,000 | | | | | | 3,000,000 | | | | | | 3,000,000 | | |
Shares issued to ETAO shareholders in Business Combination
|
| | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Weighted average shares outstanding
|
| | | | 106,791,650 | | | | | | 105,712,292 | | | | | | 106,251,971 | | |
Percent of shares owned by existing public holders of MCAE share (including public rights converted)
|
| | | | 2.0% | | | | | | 1.0% | | | | | | 1.5% | | |
Percent of shares owned by the Sponsor and other Shareholders (including private rights converted)
|
| | | | 1.6% | | | | | | 1.6% | | | | | | 1.6% | | |
Percent of shares owned by an advisor for Business Combination
|
| | | | 2.8% | | | | | | 2.8% | | | | | | 2.8% | | |
Percent of shares owned by existing holders of ETAO share
|
| | | | 93.6% | | | | | | 94.6% | | | | | | 94.1% | | |
| | | | | 100% | | | | | | 100% | | | | | | 100% | | |
(in thousands, except share amounts)
|
| |
Minimum
Redemption |
| |
Maximum Redemption
|
| |
50%
Redemption |
| |||||||||
Unredeemed public shares
|
| | | | 1,596,706 | | | | | | 517,348 | | | | | | 1,057,027 | | |
Trust proceeds to Etao
|
| | | $ | 15,816,046 | | | | | $ | 5,022,462 | | | | | $ | 10,419,252 | | |
Underwriter Cash Fee
|
| | | $ | 2,979,457 | | | | | $ | 2,979,457 | | | | | $ | 2,979,457 | | |
Effective Underwriter Cash Fee (%)
|
| | | | 18.5% | | | | | | 56.5% | | | | | | 27.9% | | |
| | |
Assumed % of Public
Shares Redeemed (or Proceeds Remaining in Trust Account) |
| |||||||||
| | |
Maximum
Redemption |
| |
Minimum
Redemption |
| ||||||
Public Shareholders (including Public Rights to be Converted)
|
| | | | 1.0% | | | | | | 2.0% | | |
Sponsor and Certain other MCAE Shareholder (including Private Rights to be Converted)
|
| | | | 1.6 | | | | | | 1.6 | | |
ETAO Equityholders
|
| | | | 94.6 | | | | | | 93.6 | | |
Adviser on Business Combination
|
| | | | 2.8 | | | | | | 2.8 | | |
Total
|
| | | | 100.0% | | | | | | 100.0% | | |
Etao International Group
Summarized Financial Position As of |
| |
June 30, 2022
|
| |
December 31, 2021
|
| |
December 31, 2020
|
| |||||||||
Current Assets
|
| | | $ | 26,547,418 | | | | | $ | 26,531,563 | | | | | $ | — | | |
Non-current Assets
|
| | | | 191,611,420 | | | | | | 195,360,048 | | | | | | — | | |
Total Assets .
|
| | | | 218,158,838 | | | | | | 221,891,611 | | | | | | — | | |
Current Liabilities
|
| | | | 38,251,085 | | | | | | 38,524,216 | | | | | | — | | |
Non-current Liabilities .
|
| | | | 26,565,846 | | | | | | 29,103,961 | | | | | | — | | |
Total Liabilities .
|
| | | | 64,816,931 | | | | | | 67,628,177 | | | | | | — | | |
Etao Shareholders’ Equity
|
| | | | 144,855,122 | | | | | | 145,932,888 | | | | | | — | | |
Non-controlling interest
|
| | | | 8,486,785 | | | | | | 8,330,546 | | | | | | — | | |
Total Equity
|
| | | | 153,341,907 | | | | | | 154,263,434 | | | | | | — | | |
Total Liabilities and Equity
|
| | | $ | 218,158,838 | | | | | $ | 221,891,611 | | | | | $ | — | | |
Etao International Group
Summarized Results of Operations for the |
| |
Six months
ended June 30, 2022 |
| |
Year ended
December 31, 2021 |
| |
Year ended
December 31, 2020 |
| |||||||||
Revenues .
|
| | | | 33,836,335 | | | | | | 59,793,421 | | | | | | — | | |
Gross profit
|
| | | | 12,112,969 | | | | | | 18,832,095 | | | | | | — | | |
Operating expenses
|
| | | | (12,128,147) | | | | | | (24,883,102) | | | | | | — | | |
Other income (loss) .
|
| | | | (217,822) | | | | | | (4,028,775) | | | | | | (318,182) | | |
Loss before taxes
|
| | | | (233,000) | | | | | | (10,079,782) | | | | | | (318,182) | | |
Taxes .
|
| | | | (390,181) | | | | | | (504,187) | | | | | | — | | |
Net loss
|
| | | | (623,181) | | | | | | (10,583,969) | | | | | | (318,182) | | |
Non-controlling interest income .
|
| | | | (168,697) | | | | | | 40,606 | | | | | | — | | |
Net loss attributable to Etao .
|
| | | | (791,878) | | | | | | (10,543,363) | | | | | | (318,182) | | |
Basic and Diluted EPS | | | | | | | | | | | | | | | | | | | |
Class B Shares
|
| | | | (0.03) | | | | | | (0.48) | | | | | | (0.03) | | |
Class A Shares
|
| | | | (0.03) | | | | | | (0.48) | | | | | | (0.03) | | |
Weighted Shares Outstanding | | | | | | | | | | | | | | | | | | | |
Class B Shares
|
| | | | 3,300,000 | | | | | | 3,300,000 | | | | | | 3,300,000 | | |
Class A Shares .
|
| | | | 23,100,500 | | | | | | 18,480,435 | | | | | | 7,478,154 | | |
| | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | 59,793,421 | | | | | $ | — | | | | | $ | 59,793,421 | | |
Cost of revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | (40,961,326) | | | | | $ | — | | | | | $ | (40,961,326) | | |
Share of loss from non-VIE subsidiaries
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Share of income/(loss) from VIEs
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net Loss
|
| | | $ | (8,861,172) | | | | | $ | — | | | | | $ | (1,682,191) | | | | | $ | — | | | | | $ | (10,543,363) | | |
Comprehensive loss
|
| | | $ | (8,861,172) | | | | | $ | — | | | | | $ | (1,329,999) | | | | | $ | — | | | | | $ | (10,191,171) | | |
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Cost of revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Share of loss from non-VIE subsidiaries
|
| | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Share of income/(loss) from VIEs
|
| | | $ | — | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net Income
|
| | | $ | (318,182) | | | | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | (318,182) | | |
Comprehensive income
|
| | | $ | (318,182) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (318,182) | | |
| | |
As of December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | 26,531,562 | | | | | $ | — | | | | | $ | 26,531,562 | | |
Investments in non-VIE subsidiaries
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Equity in VIEs through VIE agreements
|
| | | $ | 169,874,463 | | | | | $ | — | | | | | $ | | | | | $ | (169,874,463) | | | | | $ | — | | | |
Non-current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | 39,097,803 | | | | | $ | 156,262,246 | | | | | $ | 195,360,049 | | |
Total liabilities
|
| | | $ | 22,831,753 | | | | | $ | — | | | | | $ | 48,662,345 | | | | | $ | (3,865,921) | | | | | $ | 67,628,176 | | |
Shareholders’ equity
|
| | | $ | 147,042,710 | | | | | $ | — | | | | | $ | 16,967,020 | | | | | $ | (9,746,296) | | | | | $ | 154,263,434 | | |
| | |
As of December 31, 2020
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Investments in non-VIE subsidiaries
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Equity in VIEs through VIE agreements
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Non-current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Total liabilities
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Shareholders’ equity
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
For the years ended December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Net cash provided by (used in) operating activities
|
| | | $ | (315,349) | | | | | $ | — | | | | | $ | 23,641 | | | | | $ | — | | | | | $ | (291,708) | | |
Net cash provided by investing activities
|
| | | $ | — | | | | | $ | — | | | | | $ | 5,959,517 | | | | | | — | | | | | $ | 5,959,517 | | |
Net cash provided by (used in) financing activities
|
| | | $ | 315,349 | | | | | $ | — | | | | | $ | (1,089,664) | | | | | $ | — | | | | | $ | (774,315) | | |
| | |
For the years ended December 31, 2020
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Net cash used in operating activities
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net cash used in investing activities
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net cash provided by financing activities
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
| | |
For the six months ended June 30, 2022
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | 33,836,335 | | | | | $ | — | | | | | $ | 33,836,335 | | |
Cost of revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | (21,723,366) | | | | | $ | — | | | | | $ | (21,723,366) | | |
Share of loss from non- VIE subsidiaries
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Share of income/(loss) from VIEs
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net income/(loss) attribute to Etao’s shareholders
|
| | | $ | (1,070,417) | | | | | $ | — | | | | | $ | 278,539 | | | | | $ | — | | | | | $ | (791,878) | | |
Comprehensive loss
|
| | | $ | (1,070,417) | | | | | $ | — | | | | | $ | (623,817) | | | | | $ | — | | | | | $ | (1,694,235) | | |
| | |
As of June 30, 2022
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | 26,547,419 | | | | | $ | — | | | | | $ | 26,547,419 | | |
Investments in non-VIE subsidiaries
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Equity in VIEs through VIE agreements
|
| | | $ | 169,874,463 | | | | | $ | — | | | | | $ | — | | | | | $ | (169,874,463) | | | | | $ | — | | |
Non-current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | 36,076,155 | | | | | $ | 155,535,265 | | | | | $ | 191,611,420 | | |
Total liabilities
|
| | | $ | 22,939,362 | | | | | $ | — | | | | | $ | 46,470,471 | | | | | $ | (4,592,902) | | | | | $ | 64,816,931 | | |
Shareholders’ equity
|
| | | $ | 146,935,101 | | | | | $ | — | | | | | $ | 16,153,103 | | | | | $ | (9,746,296) | | | | | $ | 153,341,907 | | |
| | |
For the six months ended June 30, 2022
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Net cash provided by (used in) operating activities
|
| | | $ | (724,078) | | | | | $ | — | | | | | $ | 7,612,105 | | | | | $ | — | | | | | $ | 6,888,027 | | |
Net cash provided by investing activities
|
| | | $ | | | | | $ | — | | | | | $ | (5,412,915) | | | | | | — | | | | | $ | (5,412,915) | | | |
Net cash provided by (used in) financing activities
|
| | | $ | 724,078 | | | | | $ | — | | | | | $ | (2,481,200) | | | | | $ | — | | | | | $ | (1,757,122) | | |
| | |
For the Nine
Months Ended September 30, 2022 (Unaudited) |
| |
For the
Period from March 2, 2021 (inception) through December 31, 2021 (Audited) |
| ||||||
General and administrative expenses
|
| | | $ | 494,293 | | | | | $ | 275,867 | | |
Loss from operations
|
| | | | (494,293) | | | | | | (334,474) | | |
Net loss
|
| | | $ | (212,770) | | | | | $ | (332,241) | | |
Weighted average shares outstanding of redeemable common stock – basic and diluted
|
| | | | 5,417,193 | | | | | | 3,975,127 | | |
Basic and diluted net loss per share common share
|
| | | $ | (0.02) | | | | | $ | 0.51 | | |
Weighted average shares outstanding of non-redeemable common stock – basic and diluted
|
| | | | 1,633,891 | | | | | | 1,524,867 | | |
Basic and diluted net loss per share common share
|
| | | $ | (0.05) | | | | | $ | (1.55) | | |
| | |
As of
September 30, 2022 (Unaudited) |
| |
As of
December 31, 2021 |
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Cash
|
| | | $ | 284 | | | | | $ | 341,429 | | |
Prepaid expenses
|
| | | $ | 35,506 | | | | | | 28,750 | | |
Marketable securities held in Trust Account
|
| | | $ | 54,438,427 | | | | | | 54,174,163 | | |
Total assets
|
| | | $ | 54,474,217 | | | | | $ | 54,544,342 | | |
Total liabilities
|
| | | $ | 2,149,595 | | | | | $ | 2,006,950 | | |
Common Stock subject to possible redemption
|
| | | $ | 54,327,479 | | | | | $ | 54,171,930 | | |
Total Stockholders’ Deficit
|
| | | $ | (2,002,857) | | | | | $ | (1,634,538) | | |
| | |
MCAE
|
| |
ETAO
|
| |
Adjustments
|
| |
Combined
|
| ||||||||||||
Current Assets .
|
| | | | 54,390,042 | | | | | | 26,547,418 | | | | | | (43,534,254) | | | | | | 37,403,206 | | |
Non-current Assets .
|
| | | | — | | | | | | 191,611,420 | | | | | | — | | | | | | 191,611,420 | | |
Total Assets .
|
| | | | 54,390,042 | | | | | | 218,158,838 | | | | | | (43,534,254) | | | | | | 229,014,626 | | |
Current Liabilities
|
| | | | 2,058,222 | | | | | | 38,251,085 | | | | | | (1,996,018) | | | | | | 38,313,289 | | |
Non-current Liabilities .
|
| | | | — | | | | | | 26,565,846 | | | | | | — | | | | | | 26,565,846 | | |
Total Liabilities .
|
| | | | 2,058,222 | | | | | | 64,816,931 | | | | | | (1,996,018) | | | | | | 64,879,135 | | |
Commitment and contingencies – redeemable shares
|
| | | | 54,171,930 | | | | | | — | | | | | | (54,171,930) | | | | | | — | | |
Shareholders’ Equity
|
| | | | (1,840,110) | | | | | | 144,855,122 | | | | | | 12,633,694 | | | | | | 155,648,706 | | |
Non-controlling interest .
|
| | | | — | | | | | | 8,486,785 | | | | | | — | | | | | | 8,486,785 | | |
Total Equity .
|
| | | | (1,840,110) | | | | | | 153,341,907 | | | | | | 12,633,694 | | | | | | 164,135,491 | | |
Total Liabilities and Shareholders’ Equity .
|
| | | | 54,390,042 | | | | | | 218,158,838 | | | | | | (43,534,254) | | | | | | 229,014,626 | | |
| | |
MCAE
|
| |
ETAO
|
| |
Adjustments
|
| |
Combined
|
| ||||||||||||
Revenues
|
| | | | — | | | | | | 33,836,335 | | | | | | — | | | | | | 33,836,335 | | |
Gross Profit .
|
| | | | — | | | | | | 12,112,969 | | | | | | — | | | | | | 12,112,969 | | |
Operating expenses .
|
| | | | (282,824) | | | | | | (12,128,147) | | | | | | (32,103,982) | | | | | | (44,514,953) | | |
Operating income (loss)
|
| | | | (282,824) | | | | | | (15,178) | | | | | | (32,103,982) | | | | | | (32,401,984) | | |
Loss before taxes
|
| | | | (204,219) | | | | | | (233,000) | | | | | | (32,182,587) | | | | | | (32,619,806) | | |
Taxes
|
| | | | (1,353) | | | | | | (390,181) | | | | | | — | | | | | | (391,534) | | |
Net loss .
|
| | | | (205,572) | | | | | | (623,181) | | | | | | (32,182,587) | | | | | | (33,011,340) | | |
Non-controlling interest income .
|
| | | | — | | | | | | (168,697) | | | | | | — | | | | | | (168,697) | | |
Net loss attributable to shareholders .
|
| | | | (205,572) | | | | | | (791,878) | | | | | | (32,182,587) | | | | | | (33,180,037) | | |
| | |
MCAE
|
| |
ETAO
|
| |
Adjustments
|
| |
Combined
|
| ||||||||||||
Current Assets .
|
| | | | 54,390,042 | | | | | | 26,547,418 | | | | | | (54,327,838) | | | | | | 26,609,622 | | |
Non-current Assets .
|
| | | | — | | | | | | 191,611,420 | | | | | | — | | | | | | 191,611,420 | | |
Total Assets .
|
| | | | 54,390,042 | | | | | | 218,158,838 | | | | | | (54,327,838) | | | | | | 218,221,042 | | |
Current Liabilities
|
| | | | 2,058,222 | | | | | | 38,251,085 | | | | | | (1,996,018) | | | | | | 38,313,289 | | |
Non-current Liabilities .
|
| | | | — | | | | | | 26,565,846 | | | | | | — | | | | | | 26,565,846 | | |
Total Liabilities .
|
| | | | 2,058,222 | | | | | | 64,816,931 | | | | | | (1,996,018) | | | | | | 64,879,135 | | |
Commitment and contingencies – redeemable shares
|
| | | | 54,171,930 | | | | | | — | | | | | | (54,171,930) | | | | | | — | | |
Shareholders’ Equity
|
| | | | (1,840,110) | | | | | | 144,855,122 | | | | | | 1,840,110 | | | | | | 144,855,122 | | |
Non-controlling interest .
|
| | | | — | | | | | | 8,486,785 | | | | | | — | | | | | | 8,486,785 | | |
Total Equity .
|
| | | | (1,840,110) | | | | | | 153,341,907 | | | | | | 1,840,110 | | | | | | 153,341,907 | | |
Total Liabilities and Shareholders’ Equity .
|
| | | | 54,390,042 | | | | | | 218,158,838 | | | | | | (54,327,838) | | | | | | 218,221,042 | | |
| | |
MCAE
|
| |
ETAO
|
| |
Adjustments
|
| |
Combined
|
| ||||||||||||
Revenues
|
| | | | — | | | | | | 33,836,335 | | | | | | — | | | | | | 33,836,335 | | |
Gross Profit
|
| | | | — | | | | | | 12,112,969 | | | | | | — | | | | | | 12,112,969 | | |
Operating expenses
|
| | | | (282,824) | | | | | | (12,128,147) | | | | | | (32,103,982) | | | | | | (44,514,953) | | |
Operating income (loss)
|
| | | | (282,824) | | | | | | (15,178) | | | | | | (32,103,982) | | | | | | (32,401,984) | | |
Loss before taxes
|
| | | | (204,219) | | | | | | (233,000) | | | | | | (32,182,587) | | | | | | (32,619,806) | | |
Taxes
|
| | | | (1,353) | | | | | | (390,181) | | | | | | — | | | | | | (391,534) | | |
Net loss
|
| | | | (205,572) | | | | | | (623,181) | | | | | | (32,182,587) | | | | | | (33,011,340) | | |
Non-controlling interest income
|
| | | | — | | | | | | (168,697) | | | | | | — | | | | | | (168,697) | | |
Net loss attributable to shareholders
|
| | | | (205,572) | | | | | | (791,878) | | | | | | (32,182,587) | | | | | | (33,180,037) | | |
| | |
MCAE
|
| |
ETAO
|
| |
Adjustments
|
| |
Combined
|
| ||||||||||||
Current Assets .
|
| | | | 54,390,042 | | | | | | 26,547,418 | | | | | | (48,931,048) | | | | | | 32,006,412 | | |
Non-current Assets .
|
| | | | — | | | | | | 191,611,420 | | | | | | — | | | | | | 191,611,420 | | |
Total Assets .
|
| | | | 54,390,042 | | | | | | 218,158,838 | | | | | | (48,931,047) | | | | | | 223,617,832 | | |
Current Liabilities
|
| | | | 2,058,222 | | | | | | 38,251,085 | | | | | | (1,996,018) | | | | | | 38,313,289 | | |
Non-current Liabilities .
|
| | | | — | | | | | | 26,565,846 | | | | | | — | | | | | | 26,565,846 | | |
Total Liabilities .
|
| | | | 2,058,222 | | | | | | 64,816,931 | | | | | | (1,996,018) | | | | | | 64,879,135 | | |
Commitment and contingencies – redeemable shares
|
| | | | 54,171,930 | | | | | | — | | | | | | (54,171,930) | | | | | | — | | |
Shareholders’ Equity
|
| | | | (1,840,110) | | | | | | 144,855,122 | | | | | | 7,236,900 | | | | | | 150,251,912 | | |
Non-controlling interest .
|
| | | | — | | | | | | 8,486,785 | | | | | | — | | | | | | 8,486,785 | | |
Total Equity .
|
| | | | (1,840,110) | | | | | | 153,341,907 | | | | | | 7,236,900 | | | | | | 158,738,697 | | |
Total Liabilities and Shareholders’ Equity .
|
| | | | 54,390,042 | | | | | | 218,158,838 | | | | | | (48,931,048) | | | | | | 223,617,832 | | |
| | |
MCAE
|
| |
ETAO
|
| |
Adjustments
|
| |
Combined
|
| ||||||||||||
Revenues
|
| | | | — | | | | | | 33,836,335 | | | | | | — | | | | | | 33,836,335 | | |
Gross Profit
|
| | | | — | | | | | | 12,112,969 | | | | | | — | | | | | | 12,112,969 | | |
Operating expenses
|
| | | | (282,824) | | | | | | (12,128,147) | | | | | | (32,103,982) | | | | | | (44,514,953) | | |
Operating income (loss)
|
| | | | (282,824) | | | | | | (15,178) | | | | | | (32,103,982) | | | | | | (32,401,984) | | |
Loss before taxes
|
| | | | (204,219) | | | | | | (233,000) | | | | | | (32,182,587) | | | | | | (32,619,806) | | |
Taxes
|
| | | | (1,353) | | | | | | (390,181) | | | | | | — | | | | | | (391,534) | | |
Net loss
|
| | | | (205,572) | | | | | | (623,181) | | | | | | (32,182,587) | | | | | | (33,011,340) | | |
Non-controlling interest income
|
| | | | — | | | | | | (168,697) | | | | | | — | | | | | | (168,697) | | |
Net loss attributable to shareholders
|
| | | | (205,572) | | | | | | (791,878) | | | | | | (32,182,587) | | | | | | (33,180,037) | | |
| | | | | | | | | | | | | | |
Unaudited Combined Pro Forma
|
| |
Unaudited ETAO equivalent
Pro Forma |
| ||||||||||||||||||||||||||||||
| | |
MCAE
(Historical) |
| |
ETAO
(Historical) |
| |
(Assuming
Minimum Redemption) |
| |
(Assuming
Maximum Redemption) |
| |
Assuming
Interim Redemption |
| |
(Assuming
Minimum Redemption) |
| |
(Assuming
Maximum Redemption) |
| |
Assuming
Interim Redemption |
| ||||||||||||||||||||||||
Book value per share as of June 30, 2022
|
| | | | (0.57) | | | | | | 5.49 | | | | | | 1.46 | | | | | | 1.37 | | | | | | 1.41 | | | | | | 1.45 | | | | | | 1.45 | | | | | | 1.45 | | |
Weighted average shares outstanding of Common Stock – basic and diluted
|
| | | | | | | | | | 26,400,500 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share of Common
Stock – basic and diluted |
| | | | | | | | | | (0.03) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares
outstanding of redeemable Common Stock – basic and diluted |
| | | | 5,417,193 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Net loss per share of redeemable Common Stock – basic and diluted
|
| | | | (0.03) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted average shares outstanding of non- redeemable Common Stock – basic and diluted
|
| | | | 1,633,891 | | | | | | | | | | | | 106,791,650 | | | | | | 105,712,292 | | | | | | 106,251,971 | | | | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Net loss per share of non-redeemable Common
Stock – basic and diluted |
| | | | (0.03) | | | | | | | | | | | | (0.31) | | | | | | (0.31) | | | | | | (0.31) | | | | | | (0.33) | | | | | | (0.33) | | | | | | (0.33) | | |
| | | | | | | | | | | | | | | | | | | | |
Scenario 1
Assuming minimum Redemptions into Cash |
| | | | | | | |
Scenario 2
Assuming maximum Redemptions into Cash |
| | | | | | | |
Scenario 3
Assuming 50% Redemptions into Cash |
| |||||||||||||||||||||||||||
| | |
(A)
Etao |
| |
(B)
MCAE |
| | | | | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Balance Sheet |
| | | | | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Balance Sheet |
| | | | | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Balance Sheet |
| ||||||||||||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 4,417,961 | | | | | | 38,485 | | | | | | (1) | | | | | | 15,816,046 | | | | | $ | 15,172,492 | | | | | | (1) | | | | | | (10,793,584) | | | | | $ | 4,378,908 | | | | | | (1) | | | | | | 5,396,790 | | | | | $ | 9,775,698 | | |
| | | | | | | | | | | | | | | | | (2) | | | | | | (5,000,000) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (6) | | | | | | (100,000) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Restricted cash, current
|
| | | | 976,736 | | | | | | | | | | | | | | | | | | | | | | | | 976,736 | | | | | | | | | | | | | | | | | | 976,736 | | | | | | | | | | | | | | | | | | 976,736 | | |
Short-term investment
|
| | | | 5,221,547 | | | | | | | | | | | | | | | | | | | | | | | | 5,221,547 | | | | | | | | | | | | | | | | | | 5,221,547 | | | | | | | | | | | | | | | | | | 5,221,547 | | |
Accounts receivable, net
|
| | | | 9,732,300 | | | | | | | | | | | | | | | | | | | | | | | | 9,732,300 | | | | | | | | | | | | | | | | | | 9,732,300 | | | | | | | | | | | | | | | | | | 9,732,300 | | |
Advances to suppliers
|
| | | | 670,471 | | | | | | | | | | | | | | | | | | | | | | | | 670,471 | | | | | | | | | | | | | | | | | | 670,471 | | | | | | | | | | | | | | | | | | 670,471 | | |
Prepaid expenses and other receivables, net
|
| | | | 3,447,741 | | | | | | 101,257 | | | | | | | | | | | | | | | | | | 3,548,998 | | | | | | | | | | | | | | | | | | 3,548,998 | | | | | | | | | | | | | | | | | | 3,548,998 | | |
Marketable securities held in Trust Account
|
| | | | — | | | | | | 54,250,300 | | | | | | (1) | | | | | | (54,250,300) | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Inventories
|
| | | | 2,080,662 | | | | | | | | | | | | | | | | | | | | | | | | 2,080,662 | | | | | | | | | | | | | | | | | | 2,080,662 | | | | | | | | | | | | | | | | | | 2,080,662 | | |
Total current assets
|
| | | | 26,547,419 | | | | | | 54,390,042 | | | | | | | | | | | | | | | | | | 37,403,206 | | | | | | | | | | | | | | | | | | 26,609,622 | | | | | | | | | | | | | | | | | | 32,006,412 | | |
Restricted cash, non-current
|
| | | | 758,350 | | | | | | | | | | | | | | | | | | | | | | | | 758,350 | | | | | | | | | | | | | | | | | | 758,350 | | | | | | | | | | | | | | | | | | 758,350 | | |
Related party receivable
|
| | | | 923,433 | | | | | | | | | | | | | | | | | | | | | | | | 923,433 | | | | | | | | | | | | | | | | | | 923,433 | | | | | | | | | | | | | | | | | | 923,433 | | |
Equity investment
|
| | | | 1,939 | | | | | | | | | | | | | | | | | | | | | | | | 1,939 | | | | | | | | | | | | | | | | | | 1,939 | | | | | | | | | | | | | | | | | | 1,939 | | |
Property, plants and equipment,
net |
| | | | 17,943,340 | | | | | | | | | | | | | | | | | | | | | | | | 17,943,340 | | | | | | | | | | | | | | | | | | 17,943,340 | | | | | | | | | | | | | | | | | | 17,943,340 | | |
Intangible assets
|
| | | | 692,061 | | | | | | | | | | | | | | | | | | | | | | | | 692,061 | | | | | | | | | | | | | | | | | | 692,061 | | | | | | | | | | | | | | | | | | 692,061 | | |
Goodwill
|
| | | | 160,128,167 | | | | | | | | | | | | | | | | | | | | | | | | 160,128,167 | | | | | | | | | | | | | | | | | | 160,128,167 | | | | | | | | | | | | | | | | | | 160,128,167 | | |
Prepayment for investments in real property
|
| | | | 828,668 | | | | | | | | | | | | | | | | | | | | | | | | 828,668 | | | | | | | | | | | | | | | | | | 828,668 | | | | | | | | | | | | | | | | | | 828,668 | | |
Land use right, net
|
| | | | 521,790 | | | | | | | | | | | | | | | | | | | | | | | | 521,790 | | | | | | | | | | | | | | | | | | 521,790 | | | | | | | | | | | | | | | | | | 521,790 | | |
Deferred tax assets
|
| | | | 84,448 | | | | | | | | | | | | | | | | | | | | | | | | 84,448 | | | | | | | | | | | | | | | | | | 84,448 | | | | | | | | | | | | | | | | | | 84,448 | | |
| | | | | | | | | | | | | | | | | | | | |
Scenario 1
Assuming minimum Redemptions into Cash |
| | | | | | | |
Scenario 2
Assuming maximum Redemptions into Cash |
| | | | | | | |
Scenario 3
Assuming 50% Redemptions into Cash |
| |||||||||||||||||||||||||||
| | |
(A)
Etao |
| |
(B)
MCAE |
| | | | | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Balance Sheet |
| | | | | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Balance Sheet |
| | | | | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Balance Sheet |
| ||||||||||||||||||||||||
Finance lease assets
|
| | | | 1,144,922 | | | | | | | | | | | | | | | | | | | | | | | | 1,144,922 | | | | | | | | | | | | | | | | | | 1,144,922 | | | | | | | | | | | | | | | | | | 1,144,922 | | |
Right-of-use assets
|
| | | | 8,350,763 | | | | | | | | | | | | | | | | | | | | | | | | 8,350,763 | | | | | | | | | | | | | | | | | | 8,350,763 | | | | | | | | | | | | | | | | | | 8,350,763 | | |
Long-term deposits
|
| | | | 233,539 | | | | | | | | | | | | | | | | | | | | | | | | 233,539 | | | | | | | | | | | | | | | | | | 233,539 | | | | | | | | | | | | | | | | | | 233,539 | | |
Total non-current assets
|
| | | | 191,611,420 | | | | | | — | | | | | | | | | | | | | | | | | | 191,611,420 | | | | | | | | | | | | | | | | | | 191,611,420 | | | | | | | | | | | | | | | | | | 191,611,420 | | |
TOTAL ASSETS
|
| | | $ | 218,158,838 | | | | |
|
54,390,042
|
| | | | | | | | | | | | | | | |
$
|
229,014,626
|
| | | | | | | | | | | | | | | |
$
|
218,221,042
|
| | | | | | | | | | | | | | | |
$
|
223,617,832
|
| |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Bank loans
|
| | | $ | 3,494,759 | | | | | | | | | | | | | | | | | | | | | | | $ | 3,494,759 | | | | | | | | | | | | | | | | | $ | 3,494,759 | | | | | | | | | | | | | | | | | $ | 3,494,759 | | |
Long-term bank loan due within 1 year
|
| | | | 205,267 | | | | | | | | | | | | | | | | | | | | | | | | 205,267 | | | | | | | | | | | | | | | | | | 205,267 | | | | | | | | | | | | | | | | | | 205,267 | | |
Note payable
|
| | | | 2,963,957 | | | | | | | | | | | | | | | | | | | | | | | | 2,963,957 | | | | | | | | | | | | | | | | | | 2,963,957 | | | | | | | | | | | | | | | | | | 2,963,957 | | |
Accounts payable
|
| | | | 7,919,977 | | | | | | 60,851 | | | | | | | | | | | | | | | | | | 7,980,828 | | | | | | | | | | | | | | | | | | 7,980,828 | | | | | | | | | | | | | | | | | | 7,980,828 | | |
Advance from customers
|
| | | | 4,065,720 | | | | | | | | | | | | | | | | | | | | | | | | 4,065,720 | | | | | | | | | | | | | | | | | | 4,065,720 | | | | | | | | | | | | | | | | | | 4,065,720 | | |
Accrued expenses and other current liabilities
|
| | | | 16,669,025 | | | | | | 1,353 | | | | | | | | | | | | | | | | | | 16,670,378 | | | | | | | | | | | | | | | | | | 16,670,378 | | | | | | | | | | | | | | | | | | 16,670,378 | | |
Deferred underwriting fee payable
|
| | | | | | | | | | 1,896,018 | | | | | | (2) | | | | | | (1,896,018) | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Finance lease payable, current
|
| | | | 650,526 | | | | | | | | | | | | | | | | | | | | | | | | 650,526 | | | | | | | | | | | | | | | | | | 650,526 | | | | | | | | | | | | | | | | | | 650,526 | | |
Operating lease payable,
current |
| | | | 2,281,855 | | | | | | | | | | | | | | | | | | | | | | | | 2,281,855 | | | | | | | | | | | | | | | | | | 2,281,855 | | | | | | | | | | | | | | | | | | 2,281,855 | | |
Total current liabilities
|
| | | | 38,251,086 | | | | | | 1,958,222 | | | | | | | | | | | | | | | | | | 38,313,289 | | | | | | | | | | | | | | | | | | 38,313,289 | | | | | | | | | | | | | | | | | | 38,313,289 | | |
Convertible note
|
| | | | | | | | | | 100,000 | | | | | | (6) | | | | | | (100,000) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Related party payable
|
| | | | 20,145,197 | | | | | | | | | | | | | | | | | | | | | | | | 20,145,197 | | | | | | | | | | | | | | | | | | 20,145,197 | | | | | | | | | | | | | | | | | | 20,145,197 | | |
Finance lease payable, non-current
|
| | | | 0 | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Operating lease payable, non-current
|
| | | | 6,420,649 | | | | | | | | | | | | | | | | | | | | | | | | 6,420,649 | | | | | | | | | | | | | | | | | | 6,420,649 | | | | | | | | | | | | | | | | | | 6,420,649 | | |
TOTAL LIABILITIES
|
| | | | 64,816,931 | | | | | | 2,058,222 | | | | | | | | | | | | | | | | | | 64,879,135 | | | | | | | | | | | | | | | | | | 64,879,135 | | | | | | | | | | | | | | | | | | 64,879,135 | | |
Common stock subject to possible
redemption |
| | | | | | | | | | 54,171,930 | | | | | | | | | | | | (54,171,930) | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B ordinary shares
|
| | | | 330 | | | | | | | | | | | | (4) | | | | | | (330) | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Class A ordinary shares
|
| | | | 2,310 | | | | | | 163 | | | | | | (1) | | | | | | 160 | | | | | | 25,679 | | | | | | (1) | | | | | | (108) | | | | | | 25,571 | | | | | | (1) | | | | | | 54 | | | | | | 25,625 | | |
| | | | | | | | | | | | | | | | | (3) | | | | | | 56 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (4) | | | | | | 22,690 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (5) | | | | | | 300 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Additional paid-in capital
|
| | | | 157,039,335 | | | | | | | | | | | | (1) | | | | | | 15,737,516 | | | | | | 199,913,862 | | | | | | (1) | | | | | | (10,793,476) | | | | | | 189,120,386 | | | | | | (1) | | | | | | 5,396,736 | | | | | | 194,517,122 | | |
| | | | | | | | | | | | | | | | | (2) | | | | | | (1,000,000) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (3) | | | | | | (56) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (4) | | | | | | (1,862,633) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (5) | | | | | | 29,999,700 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Subscription receivable
|
| | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | | | | — | | |
Statutory reserve
|
| | | | 16,735 | | | | | | | | | | | | | | | | | | | | | | | | 16,735 | | | | | | | | | | | | | | | | | | 16,735 | | | | | | | | | | | | | | | | | | 16,735 | | |
Accumulated deficit
|
| | | | (11,653,423) | | | | | | (1,840,273) | | | | | | (2) | | | | | | (2,103,982) | | | | | | (43,757,405) | | | | | | | | | | | | | | | | | | (43,757,405) | | | | | | | | | | | | | | | | | | (43,757,405) | | |
| | | | | | | | | | | | | | | | | (4) | | | | | | (1,840,273) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | (5) | | | | | | (30,000,000) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Accumulated other comprehensive income
|
| | | | (550,165) | | | | | | | | | | | | | | | | | | | | | | | | (550,165) | | | | | | | | | | | | | | | | | | (550,165) | | | | | | | | | | | | | | | | | | (550,165) | | |
Etao’s shareholders’ equity
|
| | | | 144,855,122 | | | | | | (1,840,110) | | | | | | | | | | | | | | | | | | 155,648,706 | | | | | | | | | | | | | | | | | | 144,855,122 | | | | | | | | | | | | | | | | | | 150,251,912 | | |
Non-controlling interest
|
| | | | 8,486,785 | | | | | | | | | | | | | | | | | | | | | | | | 8,486,785 | | | | | | | | | | | | | | | | | | 8,486,785 | | | | | | | | | | | | | | | | | | 8,486,785 | | |
TOTAL EQUITY
|
| | | | 153,341,907 | | | | | | (1,840,110) | | | | | | | | | | | | | | | | | | 164,135,491 | | | | | | | | | | | | | | | | | | 153,341,907 | | | | | | | | | | | | | | | | | | 158,738,697 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | | $ | 218,158,838 | | | | | | 54,390,042 | | | | | | | | | | | | | | | | | $ | 229,014,626 | | | | | | | | | | | | | | | | | $ | 218,221,042 | | | | | | | | | | | | | | | | | $ | 223,617,832 | | |
|
| | | | | | | | | | | | | | | | | | | | |
Scenario 1
Assuming minimum Redemptions into Cash |
| | | | |
Scenario 2
Assuming maximum Redemptions into Cash |
| | | | |
Scenario 3
Assuming 50% Redemptions into Cash |
| |||||||||||||||||||||||||||
| | |
(A) Etao
|
| |
(B)
MCAE |
| | | | | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Income statement |
| | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Income statement |
| | | | |
Transaction
Accounting Adjustment |
| |
Pro forma Income
statement |
| ||||||||||||||||||||||||
Net revenue
|
| | | $ | 33,836,335 | | | | | | | | | | | | | | | | | | | | | | | | 33,836,335 | | | | | | | | | | | | | | | 33,836,335 | | | | | | | | | | | | | | | 33,836,335 | | |
Cost of revenues
|
| | | | (21,723,366) | | | | | | | | | | | | | | | | | | | | | | | | (21,723,366) | | | | | | | | | | | | | | | (21,723,366) | | | | | | | | | | | | | | | (21,723,366) | | |
Gross profit
|
| | | $ | 12,112,969 | | | | | | | | | | | | | | | | | | | | | | | | 12,112,969 | | | | | | | | | | | | | | | 12,112,969 | | | | | | | | | | | | | | | 12,112,969 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling expenses
|
| | | | (4,710,034) | | | | | | | | | | | | | | | | | | | | | | | | (4,710,034) | | | | | | | | | | | | | | | (4,710,034) | | | | | | | | | | | | | | | (4,710,034) | | |
General and administrative expenses
|
| | | | (6,905,096) | | | | | | (282,824) | | | | | | (2) | | | | | | (32,103,982) | | | | | | (39,291,902) | | | | | | | | | | | | | | | (39,291,902) | | | | | | | | | | | | | | | (39,291,902) | | |
Franchise tax
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Research and development expenses
|
| | | | (513,017) | | | | | | | | | | | | | | | | | | | | | | | | (513,017) | | | | | | | | | | | | | | | (513,017) | | | | | | | | | | | | | | | (513,017) | | |
Total operating expenses
|
| | | | (12,128,147) | | | | | | (282,824) | | | | | | | | | | | | | | | | | | (44,514,953) | | | | | | | | | | | | | | | (44,514,953) | | | | | | | | | | | | | | | (44,514,953) | | |
Loss from operations
|
| | | | (15,178) | | | | | | (282,824) | | | | | | | | | | | | | | | | | | (32,401,984) | | | | | | | | | | | | | | | (32,401,984) | | | | | | | | | | | | | | | (32,401,984) | | |
Other income (loss):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | 296,390 | | | | | | | | | | | | | | | | | | | | | | | | 296,390 | | | | | | | | | | | | | | | 296,390 | | | | | | | | | | | | | | | 296,390 | | |
Interest income
|
| | | | 54,818 | | | | | | 78,605 | | | | | | (1) | | | | | | (78,605) | | | | | | 54,818 | | | | | | | | | | | | | | | 54,818 | | | | | | | | | | | | | | | 54,818 | | |
Impairment on equity investment
|
| | | | — | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Interest expense
|
| | | | (220,916) | | | | | | | | | | | | | | | | | | | | | | | | (220,916) | | | | | | | | | | | | | | | (220,916) | | | | | | | | | | | | | | | (220,916) | | |
Other expense
|
| | | | (348,115) | | | | | | | | | | | | | | | | | | | | | | | | (348,115) | | | | | | | | | | | | | | | (348,115) | | | | | | | | | | | | | | | (348,115) | | |
Total other income (loss)
|
| | | | (217,822) | | | | | | 78,605 | | | | | | | | | | | | | | | | | | (217,822) | | | | | | | | | | | | | | | (217,822) | | | | | | | | | | | | | | | (217,822) | | |
Loss before tax
|
| | | | (233,000) | | | | | | (204,219) | | | | | | | | | | | | | | | | | | (32,619,806) | | | | | | | | | | | | | | | (32,619,806) | | | | | | | | | | | | | | | (32,619,806) | | |
Income tax expense
|
| | | | (390,181) | | | | | | (1,353) | | | | | | | | | | | | | | | | | | (391,534) | | | | | | | | | | | | | | | (391,534) | | | | | | | | | | | | | | | (391,534) | | |
Net loss
|
| | | | (623,181) | | | | | | (205,572) | | | | | | | | | | | | | | | | | | (33,011,340) | | | | | | | | | | | | | | | (33,011,340) | | | | | | | | | | | | | | | (33,011,340) | | |
Net loss attributable to non-controlling
interest |
| | | $ | (168,697) | | | | | | | | | | | | | | | | | | | | | | | | (168,697) | | | | | | | | | | | | | | | (168,697) | | | | | | | | | | | | | | | (168,697) | | |
Net loss attributable to shareholders
|
| | | | (791,878) | | | | | | (205,572) | | | | | | | | | | | | | | | | | | (33,180,037) | | | | | | | | | | | | | | | (33,180,037) | | | | | | | | | | | | | | | (33,180,037) | | |
Weighted average shares outstanding,
of redeemable ordinary shares basic and diluted |
| | | | | | | | | | 5,417,193 | | | | | | | | | | | | | | | | | | 106,791,650 | | | | | | | | | | | | | | | 105,712,292 | | | | | | | | | | | | | | | 106,251,971 | | |
Basic and diluted net loss per
share |
| | | $ | | | | | | | | | | | | | | | | | | (0.31) | | | | | | | | | | | | | | | (0.31) | | | | | | | | | | | | | | | (0.31) | | | | | | | | | |
Weighted average shares outstanding
of non-redeemable ordinary shares, basic and diluted |
| | | | | | | | | | 1,633,891 | | | | | | (3) | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | |
Basic and diluted net loss per
share |
| | | $ | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | | | | | | | | — | | | | | | | | |
| | |
Scenario 1
Combined (Assuming Minimum Redemptions Into Cash) |
| |
Scenario 2
Combined (Assuming Maximum Redemptions Into Cash) |
| |
Scenario 3
Combined (Assuming 50% Redemptions Into Cash) |
| |||||||||
Weighted average shares calculation, basic and diluted | | | | | | | | | | | | | | | | | | | |
MCAE public shares
|
| | | | 1,596,706 | | | | | | 517,348 | | | | | | 1,057,027 | | |
MCAE public rights to be converted
|
| | | | 541,719 | | | | | | 541,719 | | | | | | 541,719 | | |
MCAE private rights to be converted
|
| | | | 19,334 | | | | | | 19,334 | | | | | | 19,334 | | |
MCAE shares held by Sponsor and other shareholders
|
| | | | 1,633,891 | | | | | | 1,633,891 | | | | | | 1,633,891 | | |
MCAE shares issued for advisory fee
|
| | | | 3,000,000 | | | | | | 3,000,000 | | | | | | 3,000,000 | | |
Shares issued to ETAO shareholders in Business
Combination |
| | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Weighted average shares outstanding
|
| | | | 106,791,650 | | | | | | 105,712,292 | | | | | | 106,251,971 | | |
Percent of shares owned by existing public holders of MCAE share (including public rights converted)
|
| | | | 2.0% | | | | | | 1.0% | | | | | | 1.5% | | |
Percent of shares owned by the Sponsor and other Shareholders (including private rights converted)
|
| | | | 1.6% | | | | | | 1.6% | | | | | | 1.6% | | |
Percent of shares owned by an advisor for Business Combination
|
| | | | 2.8% | | | | | | 2.8% | | | | | | 2.8% | | |
Percent of shares owned by existing holders of ETAO share
|
| | | | 93.6% | | | | | | 94.6% | | | | | | 94.1% | | |
| | | | | 100% | | | | | | 100% | | | | | | 100% | | |
| | |
Adjustment for
Merger Assuming 3,820,487 Share Redemptions |
| |
Adjustment for
Merger Assuming 4,899,845 Share Redemptions |
| |
Adjustment for
Merger Assuming 4,360,166 Share Redemptions |
| |||||||||
Weighted average shares of redeemable ordinary share
|
| | | | 5,417,193 | | | | | | 5,417,193 | | | | | | 5,417,193 | | |
Weighted average outstanding shares of non-redeemable shares
|
| | | | 1,633,891 | | | | | | 1,633,891 | | | | | | 1,633,891 | | |
Add: Closing merger consideration payable in shares
|
| | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Add: Closing merger share rights exercised
|
| | | | 561,053 | | | | | | 561,053 | | | | | | 561,053 | | |
Add: Shares issued to an advisor for Business Combination
|
| | | | 3,000,000 | | | | | | 3,000,000 | | | | | | 3,000,000 | | |
Less: shares assumed to be redeemed
|
| | | | (3,820,487) | | | | | | (4,899,845) | | | | | | (4,360,166) | | |
Weight average shares
|
| | | | 106,791,650 | | | | | | 105,712,292 | | | | | | 106,251,971 | | |
(in thousands, except share amounts)
|
| |
Minimum
Redemption |
| |
Maximum
Redemption |
| |
50%
Redemption |
| |||||||||
Unredeemed public shares
|
| | | | 1,596,706 | | | | | | 517,348 | | | | | | 1,057,027 | | |
Trust proceeds to Etao
|
| | | $ | 15,816,046 | | | | | $ | 5,022,462 | | | | | $ | 10,419,252 | | |
Underwriter Cash Fee
|
| | | $ | 2,979,457 | | | | | $ | 2,979,457 | | | | | $ | 2,979,457 | | |
Effective Underwriter Cash Fee (%)
|
| | | | 18.5% | | | | | | 56.5% | | | | | | 27.9% | | |
| | | | | | | | | | | | | | | | | | | | |
Scenario 1
Assuming minimum Redemptions into Cash |
| | | | |
Scenario 2
Assuming maximum Redemptions into Cash |
| | | | |
Scenario 3
Assuming 50% Redemptions into Cash |
| |||||||||||||||||||||
| | |
(A)
Etao |
| |
(B)
MCAE |
| | | | | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Income Statement |
| | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Income Statement |
| | | | |
Transaction
Accounting Adjustment |
| |
Pro forma
Income Statement |
| ||||||||||||||||||
Net revenue
|
| | | $ | 59,793,421 | | | | | | | | | | | | | | | | | | | | | | | | 59,793,421 | | | | | | | | | | | | 59,793,421 | | | | | | | | | | | | 59,793,421 | | |
Cost of revenues
|
| | | | (40,961,326) | | | | | | | | | | | | | | | | | | | | | | | | (40,961,326) | | | | | | | | | | | | (40,961,326) | | | | | | | | | | | | (40,961,326) | | |
Gross profit
|
| | | $ | 18,832,095 | | | | | | | | | | | | | | | | | | | | | | | | 18,832,095 | | | | | | | | | | | | 18,832,095 | | | | | | | | | | | | 18,832,095 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling expenses
|
| | | | (7,845,843) | | | | | | | | | | | | | | | | | | | | | | | | (7,845,843) | | | | | | | | | | | | (7,845,843) | | | | | | | | | | | | (7,845,843) | | |
General and administrative expenses
|
| | | | (16,118,628) | | | | | | (275,867) | | | | | | (2) | | | | | | (32,103,982) | | | | | | (48,498,477) | | | | | | | | | | | | (48,498,477) | | | | | | | | | | | | (48,498,477) | | |
Franchise tax
|
| | | | — | | | | | | (58,607) | | | | | | | | | | | | | | | | | | (58,607) | | | | | | | | | | | | (58,607) | | | | | | | | | | | | (58,607) | | |
Research and development expenses
|
| | | | (918,631) | | | | | | | | | | | | | | | | | | | | | | | | (918,631) | | | | | | | | | | | | (918,631) | | | | | | | | | | | | (918,631) | | |
Total operating expenses
|
| | | | (24,883,102) | | | | | | (334,474) | | | | | | | | | | | | | | | | | | (57,321,558) | | | | | | | | | | | | (57,321,558) | | | | | | | | | | | | (57,321,558) | | |
Loss from operations
|
| | | | (6,051,007) | | | | | | (334,474) | | | | | | | | | | | | | | | | | | (38,489,463) | | | | | | | | | | | | (38,489,463) | | | | | | | | | | | | (38,489,463) | | |
Other income (loss):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | 472,469 | | | | | | | | | | | | | | | | | | | | | | | | 472,469 | | | | | | | | | | | | 472,469 | | | | | | | | | | | | 472,469 | | |
Interest income
|
| | | | 130,157 | | | | | | 2,233 | | | | | | (1) | | | | | | (2,233) | | | | | | 130,157 | | | | | | | | | | | | 130,157 | | | | | | | | | | | | 130,157 | | |
Impairment on equity investment
|
| | | | (3,905,776) | | | | | | | | | | | | | | | | | | | | | | | | (3,905,776) | | | | | | | | | | | | (3,905,776) | | | | | | | | | | | | (3,905,776) | | |
Interest expense
|
| | | | (541,423) | | | | | | | | | | | | | | | | | | | | | | | | (541,423) | | | | | | | | | | | | (541,423) | | | | | | | | | | | | (541,423) | | |
Other expense
|
| | | | (184,202) | | | | | | | | | | | | | | | | | | | | | | | | (184,202) | | | | | | | | | | | | (184,202) | | | | | | | | | | | | (184,202) | | |
Total other income (loss)
|
| | | | (4,028,775) | | | | | | 2,233 | | | | | | | | | | | | | | | | | | (4,028,775) | | | | | | | | | | | | (4,028,775) | | | | | | | | | | | | (4,028,775) | | |
Loss before tax
|
| | | | (10,079,782) | | | | | | (332,241) | | | | | | | | | | | | | | | | | | (46,547,013) | | | | | | | | | | | | (46,547,013) | | | | | | | | | | | | (46,547,013) | | |
Income tax expense
|
| | | | (504,187) | | | | | | | | | | | | | | | | | | | | | | | | (504,187) | | | | | | | | | | | | (504,187) | | | | | | | | | | | | (504,187) | | |
Net loss
|
| | | | (10,583,969) | | | | | | (332,241) | | | | | | | | | | | | | | | | | | (47,010,594) | | | | | | | | | | | | (47,010,594) | | | | | | | | | | | | (47,010,594) | | |
Net loss attributable to non-controlling
interest |
| | | $ | 40,606 | | | | | | | | | | | | | | | | | | | | | | | | 40,606 | | | | | | | | | | | | 40,606 | | | | | | | | | | | | 40,606 | | |
Net loss attributable to shareholders
|
| | | | (10,543,363) | | | | | | (332,241) | | | | | | | | | | | | | | | | | | (47,010,594) | | | | | | | | | | | | (47,010,594) | | | | | | | | | | | | (47,010,594) | | |
Weighted average shares outstanding, of redeemable ordinary shares basic and diluted
|
| | | | | | | | | | 5,417,193 | | | | | | | | | | | | | | | | | | 106,791,650 | | | | | | | | | | | | 105,691,734 | | | | | | | | | | | | 106,241,692 | | |
Basic and diluted net loss per share
|
| | | $ | | | | | | | | | | | | | | | | | | | | | | | | (0.44) | | | | | | | | | | | | (0.44) | | | | | | | | | | | | (0.44) | | | |
Weighted average shares outstanding of
non-redeemable ordinary shares, basic and diluted |
| | | | | | | | | | 1,633,891 | | | | | | (3) | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | |
Basic and diluted net loss per share
|
| | | $ | | | | | | | | | | | | | | | | | | | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | — | | |
| | |
Scenario 1
Combined (Assuming Minimum Redemptions Into Cash) |
| |
Scenario 2
Combined (Assuming Maximum Redemptions Into Cash) |
| |
Scenario 3
Combined (Assuming Interim Redemptions Into Cash) |
| |||||||||
Weighted average shares calculation, basic and diluted | | | | | | | | | | | | | | | | | | | |
MCAE public shares
|
| | | | 1,596,706 | | | | | | 496,790 | | | | | | 1,046,748 | | |
MCAE public rights to be converted
|
| | | | 541,719 | | | | | | 541,719 | | | | | | 541,719 | | |
MCAE private rights to be converted
|
| | | | 19,334 | | | | | | 19,334 | | | | | | 19,334 | | |
MCAE shares held by Sponsor and other shareholders
|
| | | | 1,633,891 | | | | | | 1,633,891 | | | | | | 1,633,891 | | |
MCAE shares issued for advisory fee
|
| | | | 3,000,000 | | | | | | 3,000,000 | | | | | | 3,000,000 | | |
Shares issued to ETAO shareholders in Business Combination
|
| | | | 100,000,000 | | | | | | 100,000,000 | | | | | | 100,000,000 | | |
Weighted average shares outstanding
|
| | | | 106,791,650 | | | | | | 105,691,734 | | | | | | 106,241,692 | | |
Percent of shares owned by existing public holders of MCAE share (including public rights converted)
|
| | | | 2.0% | | | | | | 1.0% | | | | | | 1.5% | | |
Percent of shares owned by the Sponsor and other Shareholders (including private rights converted)
|
| | | | 1.6% | | | | | | 1.6% | | | | | | 1.6% | | |
Percent of shares owned by an advisor for Business Combination
|
| | | | 2.8% | | | | | | 2.8% | | | | | | 2.8% | | |
Percent of shares owned by existing holders of ETAO share
|
| | | | 93.6% | | | | | | 94.6% | | | | | | 94.1% | | |
| | | | | 100% | | | | | | 100% | | | | | | 100% | | |
(in mm USD)
|
| |
2021E
|
| |
2022E
|
| |
2023E
|
| |
2024E
|
|
Revenue (est.)
|
| |
$122
|
| |
$182
|
| |
$365
|
| |
$693
|
|
growth %
|
| |
—
|
| |
52%
|
| |
100%
|
| |
90%
|
|
Key Assumptions
|
| |
—
|
| |
—
|
| |
—
|
| |
—
|
|
| | |
— 7.5 mm telemedicine users
— 150 “internet” hospitals — 300+ rural clinics; 380 senior care facilities — 10 mm insurance clients |
| |
— 12 mm telemedicine users
— 175 “internet” hospitals — 400 rural clinics; 500 senior care facilities |
| |
— 25 mm telemedicine users
— 250 “internet” hospitals — 500 rural clinics; 600 senior care facilities |
| |
— 65 mm telemedicine users
— 350 “internet” hospitals — 700 rural clinics; 800 senior care facilities — 40 mm insurance clients |
|
|
Sources of Funds
|
| | | | | | | |
Uses
|
| | | | | | |
|
(in millions)
|
| |||||||||||||||
|
Existing Cash in Trust Account
|
| | | $ | 16.4 | | | |
Cash Consideration to ETAO
Equityholders |
| | | $ | 0.0 | | |
| | | | | | | | | |
ETAO Equityholders’ Retained Equity
Value |
| | | $ | 1,000.0 | | |
| | | | | | | | | |
ETAO Working Capital
|
| | | $ | 11.4 | | |
|
ETAO Equityholders’ Retained
Equity Value |
| | | | 1,000.0 | | | |
MCAE Estimated Transaction Costs
|
| | | $ | 5.0 | | |
|
Total Sources
|
| | | $ | 1,016.4 | | | |
Total Uses
|
| | | $ | 1,016.4 | | |
Name
|
| |
Age
|
| |
Position
|
|
Suying Liu | | | 34 | | |
Chairman, Chief Executive Officer and
Chief Financial Officer |
|
Nelson Haight | | | 57 | | | Director | |
Todd Milbourn | | | 53 | | | Director | |
Wenhua Zhang | | | 52 | | | Director | |
Name of Individual
|
| |
Name of Affiliated Company
|
| |
Entity’s Business
|
| |
Affiliation
|
|
Suying Liu | | |
Better Therapeutics, Inc.
|
| | Healthcare | | | Director | |
| | |
Mountain Crest
Acquisition Corp. IV |
| |
Special purpose
acquisition company |
| |
Chief Executive Officer,
Chief Financial Officer and Director |
|
| | |
Mountain Crest
Acquisition Corp. V |
| |
Special purpose
acquisition company |
| |
Chief Executive Officer,
Chief Financial Officer and Director |
|
Nelson Haight | | |
Key Energy Services, Inc.
|
| | Energy | | |
Senior Vice President,
Chief Financial Officer and Treasurer |
|
| | |
Mountain Crest
Acquisition Corp. IV |
| |
Special purpose
acquisition company |
| | Director | |
| | |
Mountain Crest
Acquisition Corp. V |
| |
Special purpose
acquisition company |
| | Director | |
Todd Milbourn | | |
Washington University
Olin Business School |
| | Higher Education | | |
Vice Dean and Professor
|
|
| | |
Mountain Crest
Acquisition Corp. IV |
| |
Special purpose
acquisition company |
| | Director | |
| | |
Mountain Crest
Acquisition Corp. V |
| |
Special purpose
acquisition company |
| | Director | |
Wenhua Zhang | | | Azia Capital LP | | | Finance business | | | Partner | |
| | |
Mountain Crest
Acquisition Corp. IV |
| |
Special purpose
acquisition company |
| | Director | |
| | |
Mountain Crest
Acquisition Corp. V |
| |
Special purpose
acquisition company |
| | Director | |
| | |
For the Nine
Months Ended September 30, 2022 (Unaudited) |
| |
For the
Period from March 2, 2021 (inception) through December 31, 2021 (Audited) |
| ||||||
General and administrative expenses
|
| | | $ | 494,293 | | | | | $ | 275,867 | | |
Loss from operations
|
| | | | (494,293) | | | | | | (334,474) | | |
Net loss
|
| | | $ | (212,770) | | | | | $ | (332,241) | | |
Weighted average shares outstanding of redeemable common stock – basic and diluted
|
| | | | 5,417,193 | | | | | | 3,975,127 | | |
Basic and diluted net loss per share common share
|
| | | $ | (0.02) | | | | | $ | 0.51 | | |
Weighted average shares outstanding of non-redeemable common stock – basic and diluted
|
| | | | 1,633,891 | | | | | | 1,524,867 | | |
Basic and diluted net loss per share common share
|
| | | $ | (0.05) | | | | | $ | (1.55) | | |
| | |
As of
September 30, 2022 (Unaudited) |
| |
As of
December 31, 2021 |
| ||||||
Balance Sheet Data: | | | | | | | | | | | | | |
Cash
|
| | | $ | 284 | | | | | $ | 341,429 | | |
Prepaid expenses
|
| | | $ | 35,506 | | | | | | 28,750 | | |
Marketable securities held in Trust Account
|
| | | $ | 54,438,427 | | | | | | 54,174,163 | | |
Total assets
|
| | | $ | 54,474,217 | | | | | $ | 54,544,342 | | |
Total liabilities
|
| | | $ | 2,149,595 | | | | | $ | 2,006,950 | | |
Common Stock subject to possible redemption
|
| | | $ | 54,327,479 | | | | | $ | 54,171,930 | | |
Total Stockholders’ Deficit
|
| | | $ | (2,002,857) | | | | | $ | (1,634,538) | | |
|
No.
|
| |
Patent Title
|
| |
Type
|
| |
Application
No. |
| |
Patent
No. |
| |
Authorized
Public Date |
| |
Expiration
Date |
| |
Patentee
|
| |
Owned or
Licensed |
| |
Status
|
| |
Jurisdiction
|
| |
Scope of Patent Protection
and Product or Technology |
|
| 1 | | |
Digital high-precision insulin pen injection data acquisition device
|
| |
Invention
patent |
| | CN201910999973.3 | | | CN110624160B | | | 11/13/2020 | | | 10/21/2039 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The invention relates to a digital high-precision insulin pen injection data acquisition device. Without changing the structure of the existing mechanical insulin injection pen, the present invention is detachably and independently installed on the end of the insulin pen. When in use, the angle change data of the rotating moving part relative to the axial moving part is calculated by the angle acquisition device arranged inside the device, so as to obtain the propulsion data of the insulin injection pen. The acquired data is automatically recorded and remotely shared to the app through the device. | |
| 2 | | | Insulin pen with high-precision injection data acquisition device | | |
Utility
model |
| | CN201921765288.6 | | | CN211157841U | | | 8/4/2020 | | | 10/21/2029 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | An insulin pen with a high-precision injection data acquisition device comprises an insulin pen and an insulin injection data acquisition device detachably assembled on the top of the insulin pen. The utility model is detachably and independently installed on the end of the insulin pen without changing the structure of the existing mechanical insulin injection pen. When in use, the angle change data of the rotating moving part relative to the axial moving part is calculated by the angle acquisition device arranged inside the device, so as to obtain the propulsion data of the insulin injection pen. The collected data is automatically recorded and remotely shared on the app through the device. | |
| 3 | | | Insulin pen box | | |
Utility model
|
| | CN201720938770.X | | | CN208426477U | | | 1/25/2019 | | | 7/28/2027 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The utility model discloses a transmission method of insulin pen injection data. The insulin pen box comprises box body, insulin pen, sensing module, short-distance reading module and long-distance transmission module. The sensing module detects whether the insulin pen exists in the box. The short-distance reading module reads the insulin injection data stored in the insulin pen. The long-distance transmission module transmits the data to the cloud. By using the above described insulin pen box, the automatic remote transmission of insulin injection data of the insulin pen can be realized. | |
| 4 | | | A split type blood glucose meter with earphone interface | | |
Utility model
|
| | CN201420569539.4 | | | CN204177809U | | | 2/25/2015 | | | 9/30/2024 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The utility model relates to an earphone interface split type blood glucose meter, which makes a blood glucose measurement module into an independent device, and makes data storage and display and external data transmission into an accessory. The two are connected by a 3.5mm earphone interface for communication. | |
| 5 | | | A blood glucose meter based on mobile phone headset interface | | |
Utility model
|
| | CN201320068521.1 | | | CN203069547U | | | 7/17/2013 | | | 2/6/2023 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The utility model relates to a blood glucose meter based on a headset interface of a mobile phone. The blood glucose meter uses the 3.5mm headset interface to transmit data, uses the mobile phone display screen to display test data, uses the built-in storage of the mobile phone to save and analyze blood glucose test data, and uses the mobile communication characteristics of the mobile phone to share and manage test data. This technology effectively reduces the hardware cost and power consumption to reduce the frequency of battery replacement and improve the versatility of connection and communication with smart mobile devices. | |
|
No.
|
| |
Patent Title
|
| |
Type
|
| |
Application
No. |
| |
Patent
No. |
| |
Authorized
Public Date |
| |
Expiration
Date |
| |
Patentee
|
| |
Owned or
Licensed |
| |
Status
|
| |
Jurisdiction
|
| |
Scope of Patent Protection
and Product or Technology |
|
| 6 | | |
Equipment for detecting diabetic foot
|
| |
Utility model
|
| | CN201520926632.0 | | | CN205234468U | | | 5/18/2016 | | | 11/20/2025 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The utility model relates to a foot detection device for diabetes. The device analyzes the changes of the peripheral nerve and blood flow state of the foot by detecting the frequency distribution and temperature distribution of the foot temperature oscillation under the external thermal stimulation of the foot and the symmetry of the temperature of both feet. Monitoring the oscillation of skin temperature can reflect the changes of microvascular and neural activities. Regular monitoring can predict the possibility of complications of diabetes foot according to the change trend of microvascular and neural activities. | |
| 7 | | | Equipment for collecting insulin injection dose | | |
Utility model
|
| | CN201521095703.3 | | | CN205964629U | | | 2/22/2017 | | | 12/28/2025 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The invention discloses an insulin injection dose collection device. The device collects the insulin injection dose and automatically uploads it to the application software or cloud to facilitate the recording, analysis and telemedicine assistance of the relationship between insulin dose and blood glucose level. It can also indicate the dose of insulin injection users in combination with blood glucose data to prevent hypoglycemia and help insulin manufacturers obtain drug use data. | |
| 8 | | | A circuit for automatically identifying and analyzing the sound of insulin pen injection | | | Utility model | | | CN201621435744.7 | | | CN206282111U | | | 6/27/2017 | | | 12/24/2026 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | A circuit for automatically recognizing and analyzing the sound of insulin pen injection. The circuit can automatically pick up the audio signal of insulin pen rotation, process the audio signal through recognition and analysis, and calculate the number of square waves to obtain the insulin injection dose. Through the low-cost and low-power design, the mechanical insulin pen can have the ability of automatic recording with cheap accessories, which is convenient for diabetes patients to better manage their health for a long time. | |
| 9 | | | Device and circuit for voice-controlled automatic recording of insulin injection dose | | |
Utility model
|
| | CN201621428660.0 | | | CN207306950U | | | 5/4/2018 | | | 12/24/2026 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | A device and a circuit for automatically recording insulin injection dose by sound signal. The circuit can automatically pick up the audio signal of insulin pen rotation, process the audio signal through identification and analysis, and calculate the number of square waves to obtain the insulin injection dose. | |
| 10 | | | A circuit for automatically identifying various standard mobile phone earphone interfaces | | |
Utility model
|
| | CN201720240140.5 | | | CN206557755U | | | 10/13/2017 | | | 3/13/2027 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | A circuit for automatically identifying microphone lines of various standard mobile phone earphone interfaces includes: earphone interface devices and smart phones. The invention improves the matching success rate of earphone interface devices and mobile phones by automatically identifying various earphone interface standards. | |
| 11 | | | Smart blood glucose meter with test strip inserted automatically | | | Utility model | | | CN201720256390.8 | | | CN206756833U | | | 12/15/2017 | | | 3/16/2027 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The invention discloses a smart blood glucose meter which is automatically started by inserting a test strip. After the test strip of the blood glucose meter is inserted into the detection unit and the blood glucose measurement unit detects the signal, the MCU sends a signal to the blood glucose meter startup control unit to realize the startup of the smart blood glucose meter. The MCU realizes the signal transmission with the display unit through the app. The invention can provide rich blood glucose management for users, support automatic start of test strips, and improve the convenience of blood glucose measurement. | |
| 12 | | | A low-power circuit for converting digital signals from microphones to analog signals | | |
Utility model
|
| | CN201720102090.4 | | | CN206389541U | | | 8/8/2017 | | | 1/26/2027 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | A low-power circuit that converts a digital signal into an analog signal through a microphone line. This circuit transmits data on the microphone line of the headset audio interface of the mobile phone with low power consumption and high adaptation rate of the smart phone. As long as the changed impedance is within the allowable range of the impedance of the earphone microphone, there will be no false detection of earphone unplugging due to waveform change during data transmission. | |
|
No.
|
| |
Patent Title
|
| |
Type
|
| |
Application
No. |
| |
Patent
No. |
| |
Authorized
Public Date |
| |
Expiration
Date |
| |
Patentee
|
| |
Owned or
Licensed |
| |
Status
|
| |
Jurisdiction
|
| |
Scope of Patent Protection
and Product or Technology |
|
| 13 | | |
Digital high-precision insulin pen injection data acquisition device
|
| |
Utility model
|
| | CN201921765778.6 | | | CN211214760U | | | 8/11/2020 | | | 10/21/2029 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The utility model is detachably and independently installed on the end of the insulin pen without changing the structure of the existing mechanical insulin injection pen. When in use, the angle change data of the rotating moving part relative to the axial moving part is calculated by the angle acquisition device arranged inside the device, so as to obtain the propulsion data of the insulin injection pen. The collected data is automatically recorded and remotely shared on the app through the device. | |
| 14 | | | Device for automatically recording insulin injection dose by voice control | | |
Utility model
|
| | CN201621428667.2 | | | CN206852872U | | | 1/9/2018 | | | 12/24/2026 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | A device for automatically recording insulin injection dose through sound signal. By collecting the sound of the movement of the internal mechanical structure of the insulin pen, the invention realizes the automatic recording of the injection dose of insulin by using the audio signal processing technology, and the device is convenient to disassemble and cooperate with the insulin injection pen. Low cost and easy assembly. | |
| 15 | | | Detector | | |
Exterior design
|
| | CN201730130681.8 | | | CN304353267S | | | 11/14/2017 | | | 4/18/2027 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | Purpose of the design product is used for medical equipment to detect insulin dose. The design key points of the design product are the shape of the product. Pictures or photos that can best show the design points of the design is stereogram. | |
| 16 | | | Smart blood glucose meter accessories | | | Exterior design | | | CN201430532060.9 | | | CN303267775S | | | 7/1/2015 | | | 12/22/2024 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The design product name: smart blood glucose meter accessory. Design product purpose is completing blood glucose measurement with smart blood glucose meter. Design points are product shape, pattern and combination. | |
| 17 | | |
Blood glucose and uric acid tester
|
| |
Exterior design
|
| | CN202130022606.6 | | | CN306543811S | | | 5/14/2021 | | | 1/13/2031 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | Purpose of the design product is to monitor blood glucose and uric acid of human body. The design points of the design product are the combination of shape, pattern and color. Pictures or photos that can best show the design points is the front view. The claimed design comprises color. | |
| 18 | | | A USB to Bluetooth connection device for receiving power from an Apple phone | | |
Utility model
|
| | CN202120239941.6 | | | CN213846668U | | | 7/30/2021 | | | 1/28/2031 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The patent discloses a USB to Bluetooth connection device for taking power from an iPhone. The MCU is connected to the app on the iPhone through the Bluetooth communication unit, and the MCU is connected to the USB peripheral through the USB management unit and the USB peripheral connection unit; Moreover, the iPhone power taking unit connected to the MCU has a connection port inserted into the charging port of the iPhone when in use to receive the output voltage of the iPhone from the iPhone so as to supply power to the connected device and the USB peripheral. | |
| 19 | | | Injection pen Kit | | |
Utility model
|
| | CN202020811011.9 | | | CN212880461U | | | 4/6/2021 | | | 5/15/2030 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The utility model provides an injection pen kit, which comprises an injection pen cap, an annular injection pen fitting and an injection pen; Wherein the ring-shaped injection pen fitting opened at both ends has a radially inward protruding structure at one end, and the injection pen has a stepped end face; The radially inward protruding structure abuts against the step end face of the injection pen to limit the axial relative sliding of the annular injection pen fitting when the injection pen is sleeved into the annular injection pen fitting; The injection pen cap is used to cover the injection end of the injection pen. | |
| 20 | | |
Smart device for insulin syringe
|
| |
Utility model
|
| | CN201720616490.7 | | | CN208049140U | | | 11/6/2018 | | | 5/31/2027 | | | Dnurse | | | Owned | | | Authorized | | |
Chinese
Mainland |
| | The utility model provides a smart insulin injector. The number of times of ‘click’ sound generated during insulin injection is collected by collection unit, recorded in MCU, and transmitted to the mobile phone for storage and display by wired communication / wireless communication through a communication unit; The mobile phone app collects the basic information of the user, such as height, weight, age and gender, through the basic data input unit, collects the details of the user’s dietary intake through the dietary collection unit, and finally gives the recommended insulin injection amount through calculation and analysis. | |
|
No.
|
| |
Patent Title
|
| |
Type
|
| |
Application
No. |
| |
Patent
No. |
| |
Authorized
Public Date |
| |
Expiration
Date |
| |
Applicant
|
| |
Owned or
Licensed |
| |
Status
|
| |
Jurisdiction
|
| |
Scope of Patent Protection
and Product or Technology |
|
| 21 | | | An OCR-based method and system for identifying information on the display screen of a blood glucose meter | | |
Invention patent
|
| | CN202010207698.X | | | CN111401378A | | | 7/10/2020 | | |
In Process
|
| | Dnurse | | | Owned | | |
Substantive examination
|
| |
Chinese
Mainland |
| | The invention provides an OCR based blood glucose meter display screen information recognition method and a system thereof. It comprises the following steps: 1: acquiring an image including blood glucose information displayed on the meter display screen; 2: detecting the coordinate position of the meter display screen in the image, and judging whether the detected image is qualified; 3: to extract information from the image through OCR technology; 4: classify the extracted information. This invention can quickly obtain the data of the non networked blood glucose meter with low cost and simple operation, and realize that the blood glucose data without networking function can be quickly used for diabetes management and data analysis. | |
| 22 | | |
Smart device for insulin syringe
|
| |
Invention patent
|
| | CN201710396756.6 | | | CN107158522A | | | 9/15/2017 | | |
In Process
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| | Dnurse | | | Owned | | |
Substantive examination
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Chinese
Mainland |
| | The invention provides a smart insulin injector device. The collection unit collects number of times of ‘click’ sound generated during insulin injection, and records in MCU, and transmits to the mobile phone for storage and display by wired communication / wireless communication through a communication unit. The mobile phone app collects the basic information of the user, such as height, weight, age and gender, through the basic data input unit, collects the details of the user’s dietary intake through the dietary collection unit, and finally gives the recommended insulin injection amount through calculation and analysis. | |
| 23 | | |
Smart blood glucose meter with test strip inserted automatically
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Invention patent
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| | CN201710156658.5 | | | CN107045055A | | | 8/15/2017 | | |
In Process
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| | Dnurse | | | Owned | | |
Substantive examination
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Chinese
Mainland |
| | A smart blood glucose meter that automatically starts up by inserting a test strip, the strip slot unit transmits signals to the strip insertion detection unit and the blood glucose measurement unit respectively, then transmit the detected signals to the MCU of the meter, and the signals are transmitted between the MCU and the main control unit. The control unit transmits the signal to the blood glucose meter startup control unit to realize the startup of the meter, and the main control unit realizes the signal transmission with the display unit through the app. This invention can provide automatic startup of the test, and improve the convenience of measuring blood glucose. | |
| 24 | | | Circuit and method for automatically identifying various standard mobile phone earphone interfaces | | | Invention patent | | | CN201710147298.2 | | | CN106843802A | | | 6/13/2017 | | |
In Process
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| | Dnurse | | | Owned | | | Substantive examination | | |
Chinese
Mainland |
| | A circuit for automatically identifying microphone lines of various standard mobile phone earphone interfaces includes: earphone interface devices and smart phones. The invention improves the matching success rate of earphone interface devices and mobile phones by automatically identifying various earphone interface standards. | |
| 25 | | | Device and circuit for voice-controlled automatic recording of insulin injection dose | | | Invention patent | | | CN201611210628.X | | | CN106730171A | | | 5/31/2017 | | |
In Process
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| | Dnurse | | | Owned | | | Substantive examination | | |
Chinese
Mainland |
| | A device and a circuit for automatically recording insulin injection dose by sound, the device comprises a cylindrical shell, a microphone, a touch panel, a circuit board, a power supply and an audio signal pickup unit. The circuit can automatically pick up the audio signal of insulin pen rotation, process the audio signal through identification and analysis, and calculate the number of square waves to obtain the insulin injection dose. | |
| 26 | | | Device for automatically recording insulin injection dose by voice control | | | Invention patent | | | CN201611210626.0 | | | CN106693119A | | | 5/24/2017 | | |
In Process
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| | Dnurse | | | Owned | | | Substantive examination | | |
Chinese
Mainland |
| | A device for automatically recording insulin injection dose through sound signal. By collecting the sound of the movement of the internal mechanical structure of the insulin pen, the invention realizes the automatic recording of the injection dose of insulin by using the audio signal processing technology, and the device is convenient to disassemble and cooperate with the insulin injection pen. Low cost and easy assembly. | |
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| 27 | | |
A test strip coding and code adjusting method of meter
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Invention patent
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| | CN202110117150.0 | | | CNCN112946289A | | | 6/11/2021 | | |
In Process
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| | Dnurse | | | Owned | | |
Substantive examination
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Chinese
Mainland |
| | The invention provides a test strip coding and code adjusting method of a meter, which comprises the following steps: 1: detecting whether a strip is inserted into the meter; 2: the meter sends the detection confirmation information indicating that the strip is inserted into the meter to the smart phone connected with the meter; 3: the smart phone prompts the user to perform the code adjustment operation; 4: the smart phone sends the coding parameters related to the user’s code adjustment operation to the meter; 5: the meter performs subsequent operations and tests after receiving the saved coding parameters; 6: when the meter test is completed, conduct comprehensive calculation according to the electrical signals collected during the test and the latest stored coding parameters, and finally calculate the test value. | |
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| Biohelix | | |||||||||||||||||||||||||||||||||
| 1 | | | Ulinastatin fusion protein and its preparation method and application (烏司他丁融合蛋白及其制备方法与應用) | | |
Invention patent
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| | 2017106616523 | | | CN107298718B | | | 10/23/2020 | | | 8/4/2037 | | | Biohelix | | | Owned | | | Authorized | | |
Chinese
Mainland |
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An ulinastatin fusion protein, a preparation method and an application thereof. The invention relates to the field of biological medicines and specifically relates to an ulinastatin fusion protein, a preparation method and an application thereof.
The protein sequence is derived from a human body, is free from immunogenicity and is high in safety.
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| 2 | | | Protein Microspheres Carrying Antitumor Chemotherapy Drugs and Their Preparation (携帶抗腫瘤化療药物的蛋白微納米球及其制法) | | | Invention patent | | | 2013101743416 | | | CN103251573B | | | 10/29/2014 | | | 5/13/2033 | | | Biohelix | | | Owned | | | Authorized | | |
Chinese
Mainland |
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The protein micro/nano sphere carrying an antitumor chemotherapeutic medicine and its preparation method.
The invention relates to a protein micro/nano sphere carrying an antitumor chemotherapeutic.
The invention particularly provides a preparation method of the protein micro/nano sphered of the TNFSF protein and HAS (Human Serum Albumin) protein, represented by TRAIL (Tumor Necrosis Factor-Related Apoptosis-Inducing Ligand).
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| Biohelix | | |||||||||||||||||||||||||||||||||
| 1 | | | Use and related products of recombinant calreticulin in hair growth, hair growth, hair protection or hair loss prevention (重組鈣网蛋白在生發、育發、保护毛发或防脫发中的用途和相關產品) | | |
Invention patent
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| | 2021116681703 | | | CN114699506A | | | 7/5/2022 | | | / | | | Biohelix | | | Owned | | | waiting for application of substantive examination | | |
Chinese
Mainland |
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The application of recombinant Calreticulin (CRT) in hair growth, hair restoration, hair protection or hair loss prevention and related products.
The invention discloses application of recombinant Calreticulin (CRT) in hair growth, hair restoration, hair protection or hair loss prevention and related products.
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| 6D Dental | | |||||||||||||||||||||||||||||||||
| 1 | | | Self drilling dental implant and its accessories | | |
Utility model
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| | 2021209519226 | | | CN215019390U | | | 12/7/2021 | | | 5/6/2031 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | The utility model relates to a dental implant with self-tapping and its accessories, which comprises an implant body, the implant body comprises a shell, the top of the shell is provided with a hexagonal hollow base, the bottom of the hexagonal hollow base is provided with a hexagonal connecting block, the bottom of the hexagonal connecting block is provided with a bolt, the inside of the top of the shell is provided with a hexagonal slot, and the outer top of the shell is provided with a common thread, A self-attacking thread with self-attacking effect is provided on the outer side of the shell at the bottom of the common thread. By setting the self-attacking thread, gradual bone extrusion, soft alveolar crest expansion, maximum compressive strength and minimal shear force can be achieved to avoid damage to the patient’s gums. | |
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| 2 | | |
A short and thick implant and its accessories
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Utility model
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| | 2021209520416 | | | CN214966962U | | | 12/3/2021 | | | 5/6/2031 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese
Mainland |
| | The utility model relates to a short coarse type implant and its accessories, including an implant body, the implant body comprises a shell, the top of the shell is provided with a hexagonal hollow base, the bottom of the hexagonal hollow base is provided with a hexagonal connecting block, the bottom of the hexagonal connecting block is provided with a bolt, the inside of the top of the shell is provided with a clamping groove, the bottom of the clamping groove is provided with a hexagonal clamping groove, A self-attacking thread with self-attacking effect is provided on the outside of the shell. By setting the self-attacking thread, gradual bone extrusion, soft alveolar crest expansion, maximum compressive strength and minimal shear force can be achieved to avoid damage to the patient’s gums. | |
| 3 | | | An implant with a neck thread gap different from the bottom thread | | | Utility model | | | 2021209522093 | | | CN215019391U | | | 12/7/2021 | | | 5/6/2031 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese
Mainland |
| | An implant whose neck thread clearance is different from that of the bottom thread comprises an implant, wherein the implant comprises a neck and a bottom, wherein the neck is located at the top of the bottom, wherein the neck comprises an unthreaded neck segment on the outer side wall, and a threaded neck external thread segment on the outer side wall, wherein the unthreaded neck segment is located at the top of the neck external thread segment, The outer wall of the bottom is provided with a bottom external thread, through the neck thread section of the thread clearance is less than the thread clearance of the bottom external thread, increase the neck contact area, thereby increasing the neck and bone combined area, further improve the initial stability, through the neck threaded section, easy to control the implant, reduce the cortical bone pressure, minimize the loss of alveolar ridge bone, The utility model can improve the binding effect of the implant and bone and improve the stability of the implant. | |
| 4 | | | An implant with taper connection between abutment and implant | | |
Utility model
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| | 2021209522163 | | | CN216455391U | | | 5/10/2022 | | | 5/6/2031 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese
Mainland |
| | A base and implant taper connected with the implant, including a vertical implant body and a vertical base body, the surface of the main body of the implant is evenly distributed with a first thread, the outer surface of the main body of the implant on both sides of the position near the bottom are provided with a thread groove, two screw groove internal are provided with a clamping device; The clamping device comprises a threaded rod and a first conical gear, and the first conical gear is arranged on one side of the threaded rod, the first conical gear and the threaded rod is fixed between the connection, can strengthen the stability performance and convenient later disassembly, more convenient and fast. | |
| 5 | | | An implant guide plate for full range navigation of conical implants | | |
Utility model
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| | 2021209547940 | | | CN216455392U | | | 5/10/2022 | | | 5/6/2031 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese
Mainland |
| | A planting guide plate for the whole navigation of a conical implant, including a planting guide plate body and a planting seat, the top of the planting guide plate body is provided with a plurality of planting seats, the internal planting seat is provided with a planting groove, the outside of the planting groove is provided with a gap, the back of the planting guide plate body is provided with a plurality of slot, the slot is provided with a reinforcement screw. The bottom of the planting guide plate body is provided with a socket, the device has the advantages of simple structure, convenient use and high practicability | |
| 6 | | | An implant guide plate for full range navigation of cylindrical implants | | |
Utility model
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| | 2021209547955 | | | CN215019392U | | | 12/7/2021 | | | 5/6/2031 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese
Mainland |
| | A planting guide plate for the whole navigation of a cylindrical implant, including a planting guide plate, the planting guide plate is provided with a plurality of guide holes, the guide hole is provided with a guide tube, the inner top of the planting guide plate is provided with a crown groove, the planting guide plate and the crown groove and guide hole on the planting guide plate using digital technology to generate data template and then by 3D printing molding, Through the set implant guide plate and the crown groove and guide hole on the implant guide plate, the data template is generated by digital technology and then molded by 3D printing, the position of guide hole can be accurately determined, and the column implant can be navigated through the guide hole without flap and suture, which reduces the time of implantation surgery and reduces the infection rate of patients. | |
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| 7 | | | An implant and its accessories suitable for the aesthetic area of anterior teeth | | |
Utility model
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| | 2021209552525 | | | CN216455393U | | | 5/10/2022 | | | 5/6/2031 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese
Mainland |
| | The utility model relates to the medical technology field, in particular to an implant and its accessories applicable to the aesthetic area of the front teeth, including a vertical implant body, the internal body of the implant is provided with a shock absorption device, the surface of the implant body is uniformly distributed with a first thread, the bottom of the implant body is provided with a symmetrical V-shaped cutting edge, The bottom of the V-shaped edge is provided with a groove body, the damping device comprises a fixed block, medical rubber shock bar and medical rubber shock pad, and the fixed block and medical rubber shock bar are arranged in two, the medical rubber shock bar is arranged on the fixed block, the medical rubber shock bar and the fixed block between the fixed connection, The medical rubber shock pad is arranged at the bottom of the two medical rubber shock strips, and the fixed connection between the medical rubber shock pad and the medical rubber shock strips can improve the effect of shock absorption buffer and avoid the impact of the dental bone by the shock force. | |
| 8 | | | Transplant teeth storage and simultaneous root canal therapy device | | | Utility model | | | 2019213460660 | | | CN212592489U | | | 2/26/2021 | | | 8/20/2029 | | |
6D Dental
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| | Owned | | | Authorized | | | Chinese Mainland | | | The utility model aims to provide a storage device for transplanted teeth, which can not only not damage the periodontal membrane on the root surface of the tooth, but also keep the activity of the transplanted teeth. It can carry out root canal treatment for the isolated teeth at the same time after the transplanted teeth are pulled out during the dental transplantation operation. | |
| 9 | | |
Guidance system for tooth transplantation
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Utility model
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| | 2019213060403 | | | CN211381876U | | | 9/1/2020 | | | 8/13/2029 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | The purpose of the invention is to provide a system for solving the failure of tooth bone integration between the transplanted tooth and the patient caused by the inaccurate preparation of the implant socket in the process of autogenous tooth transplantation, and to improve the success rate of transplantation. | |
| 10 | | | Guide plate for spare hole of transplantation nest | | |
Utility model
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| | 2019213097164 | | | CN211460607U | | | 9/11/2020 | | | 8/13/2029 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | The utility model aims to provide a method for solving the problem that the spare hole of the graft socket is not accurate, which can easily lead to the failure of the combination of the graft tooth and the patient’s tooth bone, and improve the success rate of the graft in the process of autologous tooth transplantation. | |
| 11 | | | An individualized titanium mesh device for precise dental implant repair | | | Utility model | | | 2019208594449 | | | CN210541887U | | | 5/19/2020 | | | 6/10/2029 | | |
6D Dental
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| | Owned | | | Authorized | | | Chinese Mainland | | | In order to solve the existing guided bone regeneration (GBR) technique in the alveolar bone vertical bone incremental dental implant restoration process is difficult to implement standardized product titanium membrane depends on the clinical experience in fine-tuning resulting in titanium membrane cannot fit closely bone surface. Bone growth is not ideal and postoperative dental implant surgery to repair a problem such as the secondary trauma, The invention provides a precise dental implant prosthesis navigation guide plate for personalized bone crest regeneration titanium mesh. For patients with tooth deficiency in the vertical direction of the tooth deficiency area, a precise dental implant prosthesis navigation guide plate for personalized bone crest regeneration titanium mesh is designed through preoperative planning. During the operation, the doctor completed the precise implantation of the implant according to the navigation guide plate and realized that the titanium mesh could be used as the main force support point through the adjacent teeth to fine-tune its shape, so as to stably adhere to the bone surface, and lay a good foundation for the later bone growth and the stable combination of the implant and bone. | |
| 12 | | | A planting hole preparation drill system with self-navigation drill sleeve | | |
Utility model
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| | 2019208037958 | | | CN210541886U | | | 5/19/2020 | | | 5/30/2029 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
|
| | The utility model aims to provide an implant spare hole drilling system with a self-guided drilling sleeve, which can change the mode of operation by both hands in the current dental implantation operation, and make the doctor can perform the whole operation process with one hand on the basis of maintaining the accuracy and safety of the operation. | |
| 13 | | | A kind of bevel leveling drill suitable for the location of bevel bone implant teeth | | |
Utility model
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| | 2018204568826 | | | CN209004252U | | | 6/21/2019 | | | 4/3/2028 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | The utility model aims to provide a bevel flat drill suitable for the positioning of bevel bone implants, which can effectively avoid the phenomenon of sideslip when the operator is drilling the positioning hole on the sharp bone wall or inclined bone wall, and can improve the positioning effect. | |
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| 14 | | |
Dental implant guide template with occlusal record
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Utility model
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| | 201621071854X | | | CN206548620U | | | 10/13/2017 | | | 9/22/2026 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | The purpose of the utility model is to provide a dental implant guide template for accurate positioning by using the occlusal relationship between the upper and lower teeth when the whole dentition of the upper or lower teeth is missing and the partial dentition of the opposite teeth is still present. | |
| 15 | | | Dental implant operation guide plate with inclined plane for precise positioning of preparation holes | | |
Utility model
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| | 2016210720111 | | | CN207202952U | | | 4/10/2018 | | | 9/22/2026 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | The purpose of the utility model is to provide a dental implant guide plate, which can avoid the bit slipping and realize the accurate positioning of the implant hole when the hole is prepared on the alveolar bone slope during dental implant operation. | |
| 16 | | |
Positioning and guiding system for dental implantation
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Utility model
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| | 2015210815155 | | | CN205433953U | | | 8/10/2016 | | | 12/23/2025 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | The utility model aims to provide a positioning and guiding system for dental implantation surgery, in which the locking mechanism is arranged on the guiding member and the plate can be directly observed whether it is in place with the locking mechanism. | |
| 17 | | | Bone block model with periosteum, dental training model and femur model | | | Utility model | | | 2015202231439 | | | CN204740788U | | | 11/4/2015 | | | 4/14/2025 | | |
6D Dental
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| | Owned | | | Authorized | | | Chinese Mainland | | | In order to overcome the shortcomings of the existing bone model, which lacks periosteum structure and causes distortion in simulating surgery, the utility model provides a bone model with periosteum. | |
| 18 | | | A dental training model with a tooth ejector and the tooth ejector | | |
Utility mode
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| | 2014205425380 | | | CN204066560U | | | 12/31/2014 | | | 9/19/2024 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | In order to overcome the shortcomings of the existing dental training model, when replacing the gingiva, the teeth of the fixed bone block need to be pulled out one by one with great strength, which is time-consuming and laborious, the utility model provides a dental training model and a tooth pushing device that can push out the teeth with a small force at one time. | |
| 19 | | | Dental model of root canal therapy with replaceable bone block | | | Utility mode | | | 2014205248935 | | | CN204066558U | | | 12/31/2014 | | | 9/13/2024 | | |
6D Dental
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| | Owned | | | Authorized | | | Chinese Mainland | | | In order to overcome the disadvantage that the prior art cannot simulate the implementation steps of the actual root canal therapy, the utility model provides a root canal therapy tooth model that can simulate the implementation steps of the actual root canal therapy and can be used repeatedly with replacement bone blocks. | |
| 20 | | | Maxillary sinus lifting tooth model with replaceable bone block | | | Utility mode | | | 2014205254620 | | | CN204066559U | | | 12/31/2014 | | | 9/13/2024 | | |
6D Dental
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| | Owned | | | Authorized | | | Chinese Mainland | | | The utility model provides a maxillary sinus lifting tooth model which combines the maxillary sinus lifting module with the dental jaw model, and is close to the real operation and can replace the sinus lifting module. | |
| 21 | | | Tooth extraction model with replaceable bone block | | |
Utility mode
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| | 2014205268286 | | | CN204143741U | | | 2/4/2015 | | | 9/13/2024 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | The utility model provides a tooth model in which only the local module can be replaced when the alveolar socket is damaged. | |
| 22 | | | A spiral maxillary sinus lifting device and lifting system | | | Invention patent | | | 2014104118515 | | | CN104161598B | | | 12/15/2017 | | | 8/21/2034 | | |
6D Dental
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| | Owned | | | Authorized | | | Chinese Mainland | | | The utility model provides a maxillary sinus internal lifting device and an internal lifting system with high lifting accuracy, convenient operation, and no need to destroy the implant fossa to realize the internal lifting. | |
| 23 | | | Double elbow pressing plate applied to guide plate of dental implant operation | | |
Utility mode
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| | 2014204634088 | | | CN203988449U | | | 12/10/2014 | | | 8/18/2024 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | In order to overcome the disadvantage that the existing plate has only one operation unit and can only carry out one operation behavior, the utility model provides a double elbow plate which can realize different operation behaviors with the same plate. | |
| 24 | | | A kind of seed guide plate with pressing structure | | | Utility mode | | | 2014204502445 | | | CN203988446U | | | 12/10/2014 | | | 8/12/2024 | | |
6D Dental
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| | Owned | | | Authorized | | | Chinese Mainland | | | In order to overcome the shortcomings that the existing implant guide plate has limited pressing position and the positioning stability of the guide plate is not high, the utility model provides a implant guide plate with pressing structure which is convenient for the guide plate to be pressed into position during the operation and increases the stability of the guide plate. | |
| 25 | | | Guide plate for dental implant surgery with complete missing teeth and its making method | | |
Invention patent
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| | 2013106490086 | | | CN103598920B | | | 11/7/2017 | | | 12/4/2033 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | In order to overcome the problems of large trauma to the patient by using jaw localization and drifting and inaccurate localization by using mucosa localization, the utility model provides a dental implant guide plate with small trauma to the patient and accurate localization for total tooth loss. | |
| 26 | | | Dental implant guide plate for complete tooth loss | | | Utility mode | | | 2013207922133 | | | CN203619704U | | | 6/4/2014 | | | 12/4/2023 | | |
6D Dental
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| | Owned | | | Authorized | | | Chinese Mainland | | | In order to overcome the problems of large trauma to the patient by using jaw positioning plate and inaccurate positioning by using mucous positioning, the utility model provides a dental implant surgical guide plate with small trauma to the patient and accurate positioning. | |
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| 27 | | |
A Positioning and Guiding System for Dental Implantation
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Utility mode
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| | 2013200884785 | | | CN203291051U | | | 11/20/2013 | | | 2/27/2023 | | |
6D Dental
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| | Owned | | | Authorized | | |
Chinese Mainland
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| | In order to overcome the disadvantage that the plate will rotate relative to the drill sleeve in the existing guidance system of dental implant, which leads to the decrease of the implant accuracy. A positioning and guidance system for dental implant was provided to avoid the rotation of the plate during the operation and improve the implant accuracy. | |
| 28 | | | Digital guiding template for indirect bonding of orthodontic brackets | | | Invention patent | | | 2011102877940 | | | CN102319124B | | | 9/25/2013 | | | 9/26/2031 | | |
6D Dental
|
| | Owned | | | Authorized | | | Chinese Mainland | | | In order to overcome the disadvantages of the prior art, such as time-consuming, large error, easy to squeeze and scratch the teeth row, inconvenient to deal with residual glue on the tooth surface. The utility model provides a convenient and simple use, high accuracy, and will not squeeze or scrape the tooth row. A digital guide template for indirect orthodontic bracket bonding that facilitates the treatment of the glue that leaks out during bracket bonding. | |
| 29 | | | The measurement method of maximum height operation space in digital dental implantation | | |
Invention patent
|
| | 2011101327835 | | | CN102232878B | | | 5/15/2013 | | | 5/20/2031 | | |
6D Dental
|
| | Owned | | | Authorized | | |
Chinese Mainland
|
| | In order to overcome the shortcomings of the existing technology, which cannot determine whether the patient is suitable for the guide plate, waste time and energy. It provides a way to know whether the patient is suitable for the guide plate clearly by obtaining the operating space of the surgery. A measurement of operating space for digital dental implants in the posterior dental area that enables the surgeon to determine the correct surgical . | |
|
No.
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| |
Patent Title
|
| |
Type
|
| |
Application
No. |
| |
Patent
No. |
| |
Authorized
Public Date |
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Expiration
Date |
| |
Patentee
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| |
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Licensed |
| |
Status
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| |
Jurisdiction
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Scope of Patent Protection
and Product or Technology |
|
| 6D Dental | | |||||||||||||||||||||||||||||||||
| 1 | | | An implant wrench converter and an implant system | | | Invention patent | | | 2019110265355 | | | CN110801294A | | | 2/18/2020 | | | / | | |
6D Dental
|
| | Owned | | | waiting for application of substantive examination | | | Chinese Mainland | | | The invention discloses an implant wrench converter, which comprises a conversion bit interface and a rotary body connected with a conversion bit interface with an external diameter matching the aperture of a navigation guide plate guide hole. The rotary body is provided with a connecting mechanism that can be fixed with an implant wrench. By matching different brands of implant spanner, it can meet the requirements of implant implantation of different brands or different interface shapes of the same brand under the same size of guidance board guide hole. At the same time, the invention discloses an implant implantation system, which comprises a converter, a navigation guide plate and an implant wrench. The converter comprises a conversion drill bit interface and a rotary body. The navigation guide plate is provided with a guide hole, and the guide hole is fitted with the gap between the rotary body, and the implant wrench is fixed with the rotary body through a connecting mechanism. | |
| 2 | | | Guidance system and test method of tooth transplantation | | | Invention patent | | | 2019107435990 | | | CN110464494A | | | 11/19/2019 | | | / | | |
6D Dental
|
| | Owned | | | waiting for application of substantive examination | | | Chinese Mainland | | | Dental transplantation guide system and test method, the transplantation guide system includes a socket guide plate and a root hole guide plate, and the socket guide plate has an implant guide hole, the contour of the implant guide hole is consistent with the contour of the tooth neck line of the implant tooth, and the implant guide hole coincides with the transplantation direction of the tooth to be transplanted; The guide plate with tooth root spare hole has a guide sleeve and a drill sleeve, and the axial direction of the guide sleeve and drill sleeve is consistent with the target tooth root to be transplanted. The implant guide hole and drill sleeve correspond to the same socket position. The invention has the advantages of accurate positioning, precise bone removal, small bone damage, reducing the separation time of transplanted teeth, and significantly improving the success rate of transplantation. | |
|
No.
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| |
Patent Title
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| |
Type
|
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Application
No. |
| |
Patent
No. |
| |
Authorized
Public Date |
| |
Expiration
Date |
| |
Patentee
|
| |
Owned or
Licensed |
| |
Status
|
| |
Jurisdiction
|
| |
Scope of Patent Protection
and Product or Technology |
|
| 3 | | | A titanium mesh device for precise dental implant repair with personalized bone ridge regeneration titanium mesh and its manufacturing method | | |
Invention patent
|
| | 2019104957537 | | | CN110269704A | | | 9/24/2019 | | | / | | |
6D Dental
|
| | Owned | | | waiting for application of substantive examination | | |
Chinese Mainland
|
| | The invention discloses a titanium mesh device for precise dental implant restoration with personalized bone crest regeneration titanium mesh, which comprises a titanium mesh, a guide hole of the implant nest and a positioning sleeve. The titanium mesh is connected with the guide hole, and the positioning sleeve extends from the titanium mesh to the direction of adjacent teeth. A titanium mesh device for precise dental implant restoration with personalized bone crest regenerated titanium mesh is also disclosed. The dimensions and other parameters of the personalized shape titanium mesh are suitable for the needs of different patients. The two positioning sleeves extended on the edge of the titanium mesh are used for fixation with the adjacent teeth on both sides, and the adjacent teeth on both sides are used as the main fixed force support points to fine-tune the shape of the titanium mesh. The titanium mesh can be closely fitted with the alvear bone wall without relying on the experience of clinicians, effectively ensuring the bone growth after surgery. | |
| 4 | | | A planting hole preparation drill system with self-navigation drill sleeve | | | Invention patent | | | 2019104655861 | | | CN110226979A | | | 9/13/2019 | | | / | | |
6D Dental
|
| | Owned | | | waiting for application of substantive examination | | | Chinese Mainland | | |
The invention discloses a planting with a self-navigating drill sleeve
The spare hole drilling system comprises a spare hole drill, a guide drill sleeve and a guide bushing. The spare hole drill is equipped with a guide drill sleeve, and the guide drill sleeve is matched with the guide bushing; Spare hole drilling has a guide department and cutting department, cutting department under, guide department on, there are steps between the cutting department and guide department, guide drilling and guide gap coordination, spare hole drilling and guide drilling sleeve constitute a whole, guide bushing and guide drilling sleeve between the tooth — groove structure, teeth into the groove, guide bushing and guide drilling sleeve of freedom unification. The invention can change the operation mode of both hands in the current dental implant operation, and on the basis of keeping the accuracy and safety of the operation unchanged, the doctor can perform the whole operation with one hand.
|
|
NAME
|
| |
AGE
|
| |
POSITION
|
|
Wensheng Liu | | |
53
|
| | Chairman, Founder, Chief Executive Officer | |
Biao Dai | | |
67
|
| | Independent Director | |
Kenneth S. Liang | | |
82
|
| | Independent Director | |
Connie C. Hsu | | |
60
|
| | Independent Director | |
David Muson | | |
48
|
| | Interim Chief Financial Officer | |
Andrew MacInnes | | |
55
|
| | Director Candidate | |
|
Wensheng Liu
|
| |
Chairman, Founder, Chief Executive Officer
|
|
| Lee Winter | | | President of ETAO International Group | |
| Joel Gallo | | | Chief Financial Officer | |
|
Robert Dykes
|
| | Chief Health Officer | |
Name and Principal Position
|
| |
Year
|
| |
Resignation
|
| |
Salary
|
| |
Option
Awards(1) |
| |
Non-Equity
Incentive Plan Compensation(2) |
| |
Other
Compensation |
| |
Total
|
| |||||||||
Wensheng Liu, Chairman and Chief Executive Officer
|
| | | | 2021 | | | | | | | | $ | 0 | | | | | | | | | 100,000 | | | | | | | | |
| | | | | 2020 | | | | | | | | $ | 0 | | | | | | | | | 100,000 | | | | | | | | |
Lee Winter, President
|
| | | | 2021 | | | |
May 16, 2022
|
| | | $ | 0 | | | | | | | | | 33,600 | | | | | | | | |
| | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Joel Gallo, Chief Financial Officer
|
| | | | 2021 | | | |
May 2, 2022
|
| | | $ | 0 | | | | | | | | | 16,800 | | | | | | | | |
| | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Robert Dykes, Chief Health Officer
|
| | | | 2021 | | | |
April 30, 2022
|
| | | $ | 0 | | | | | | | | | 16,800 | | | | | | | | |
| | | | | 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name
|
| |
Fiscal Year
2021 Base Salary |
| |||
Wensheng Liu, Chairman and Chief Executive Officer
|
| | | $ | 0 | | |
Lee Winter, President
|
| | | $ | 0 | | |
Joel Gallo, Chief Financial Officer
|
| | | $ | 0 | | |
Robert Dykes, Chief Health Officer
|
| | | $ | 0 | | |
NAME
|
| |
AGE
|
| |
POSITION
|
|
Wensheng Liu | | |
53
|
| | Chairman, Founder, Chief Executive Officer | |
Biao Dai | | |
67
|
| | Independent Director | |
Kenneth S. Liang | | |
82
|
| | Independent Director | |
Connie C. Hsu | | |
60
|
| | Independent Director | |
Andrew MacInnes | | |
55
|
| | Independent Director | |
Suying Liu | | |
34
|
| | Director named by Mountain Crest | |
David Muson | | |
48
|
| | Chief Financial Officer | |
Name and Principal Position
|
| |
Year
|
| |
Salary
|
| |
Option
Awards(1) |
| |
Non-Equity
Incentive Plan Compensation(2) |
| |
Other
Compensation |
| |
Total
|
| |||||||||
Wensheng Liu
|
| | | | 2021 | | | | | $ | 0 | | | | | | | | | 100,000 | | | | | | | | |
Biao Dai
|
| | | | | | | | | $ | 0 | | | | | | | | | | | | | | | | | |
Kenneth S. Liang
|
| | | | | | | | | $ | 0 | | | | | | | | | | | | | | | | | |
Connie C. Hsu
|
| | | | | | | | | $ | 0 | | | | | | | | | | | | | | | | | |
| | |
June 30, 2022
|
| |
December 31, 2021
|
| |
December 31, 2020
|
| |||||||||
Current Assets
|
| | | $ | 26,547,418 | | | | | $ | 26,531,563 | | | | | $ | — | | |
Non-current Assets
|
| | | | 191,611,420 | | | | | | 195,360,048 | | | | | | — | | |
Total Assets .
|
| | | | 218,158,838 | | | | | | 221,891,611 | | | | | | — | | |
Current Liabilities
|
| | | | 38,251,085 | | | | | | 38,524,216 | | | | | | — | | |
Non-current Liabilities .
|
| | | | 26,565,846 | | | | | | 29,103,961 | | | | | | — | | |
Total Liabilities .
|
| | | | 64,816,931 | | | | | | 67,628,177 | | | | | | — | | |
Etao Shareholders’ Equity
|
| | | | 144,855,122 | | | | | | 145,932,888 | | | | | | — | | |
Non-controlling interest
|
| | | | 8,486,785 | | | | | | 8,330,546 | | | | | | — | | |
Total Equity
|
| | | | 153,341,907 | | | | | | 154,263,434 | | | | | | — | | |
Total Liabilities and Equity
|
| | | $ | 218,158,838 | | | | | $ | 221,891,611 | | | | | $ | — | | |
| | |
Six months ended
June 30, 2022 |
| |
Year ended
December 31, 2021 |
| |
Year ended
December 31, 2020 |
| |||||||||
Revenues .
|
| | | | 33,836,335 | | | | | | 59,793,421 | | | | | | — | | |
Gross profit
|
| | | | 12,112,969 | | | | | | 18,832,095 | | | | | | — | | |
Operating expenses
|
| | | | (12,128,147) | | | | | | (24,883,102) | | | | | | — | | |
Other income (loss) .
|
| | | | (217,822) | | | | | | (4,028,775) | | | | | | (318,182) | | |
Loss before taxes
|
| | | | (233,000) | | | | | | (10,079,782) | | | | | | (318,182) | | |
Taxes .
|
| | | | (390,181) | | | | | | (504,187) | | | | | | — | | |
Net loss
|
| | | | (623,181) | | | | | | (10,583,969) | | | | | | (318,182) | | |
Non-controlling interest income .
|
| | | | (168,697) | | | | | | 40,606 | | | | | | — | | |
Net loss attributable to Etao .
|
| | | | (791,878) | | | | | | (10,543,363) | | | | | | (318,182) | | |
Basic and Diluted EPS | | | | | | | | | | | | | | | | | | | |
Class B Shares
|
| | | | (0.03) | | | | | | (0.48) | | | | | | (0.03) | | |
Class A Shares
|
| | | | (0.03) | | | | | | (0.48) | | | | | | (0.03) | | |
Weighted Shares Outstanding | | | | | | | | | | | | | | | | | | | |
Class B Shares
|
| | | | 3,300,000 | | | | | | 3,300,000 | | | | | | 3,300,000 | | |
Class A Shares .
|
| | | | 23,100,500 | | | | | | 18,480,435 | | | | | | 7,478,154 | | |
| | |
2021
|
| |
2020
|
| ||||||
Net product revenue
|
| | | $ | 5,230,451 | | | | | $ | — | | |
Hospital services revenue
|
| | | | 38,506,728 | | | | | | — | | |
Insurance brokerage
|
| | | | 14,767,668 | | | | | | — | | |
Software and other technical service revenue
|
| | | | 1,288,574 | | | | | | — | | |
Total
|
| | | $ | 59,793,421 | | | | | $ | — | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Current income tax expenses
|
| | | | 520,265 | | | | | | — | | |
Deferred income tax effect
|
| | | | (16,078) | | | | | | — | | |
Total income tax expenses
|
| | | $ | 504,187 | | | | | $ | — | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Loss before income tax expense
|
| | | $ | (854,721) | | | | | $ | — | | |
Computed income tax expense with statutory tax rate
|
| | | | (213,680) | | | | | | — | | |
Preferential deduction
|
| | | | — | | | | | | — | | |
Changes in valuation allowance
|
| | | | 717,867 | | | | | | — | | |
Income tax expense
|
| | | $ | 504,187 | | | | | $ | — | | |
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Bad debt provision
|
| | | $ | 89,109 | | | | | $ | — | | |
Total deferred tax assets
|
| | | | 89,109 | | | | | | — | | |
Valuation allowance
|
| | | | — | | | | | | — | | |
Deferred tax assets, net of valuation allowance:
|
| | | | 89,109 | | | | | | — | | |
Category
|
| |
Estimated useful lives
|
|
Furniture | | | 5 years | |
Office equipment | | | 3-15 years | |
Vehicle | | | 5 years | |
Medical equipment | | | 5-10 years | |
Buildings | | | 50 years | |
Leasehold improvement | | | The same as the operating lease period | |
Category
|
| |
Estimated useful lives
|
|
Software | | | 5-10 years | |
Land use right | | | 50 years | |
Domain names | | | 5-6 years | |
Trademark and patent | | | 5-20 years | |
Customer relationship | | | 9-10 years | |
| | |
June 30,
2022 (actual) |
| |
June 30,
2022 (pro forma) |
| ||||||
Net revenue
|
| | | | 33,836,335 | | | | | | 32,937,717 | | |
Cost of revenue
|
| | | | (21,723,366) | | | | | | (24,807,202) | | |
Gross profit
|
| | | | 12,112,969 | | | | | | 8,130,515 | | |
Operating expenses | | | | | | | | | | | | | |
Selling expenses
|
| | | | (4,710,034) | | | | | | (2,863,139) | | |
General and administrative expenses
|
| | | | (6,905,096) | | | | | | (6,399,545) | | |
Research and development expenses
|
| | | | (513,017) | | | | | | (197,006) | | |
Total operating expenses .
|
| | | | (12,128,147) | | | | | | (9,459,689) | | |
Gain (Loss) from operations .
|
| | | | (15,178) | | | | | | (1,329,174) | | |
Other income (loss) | | | | | | | | | | | | | |
Other income
|
| | | | 296,390 | | | | | | 8,807 | | |
Interest income
|
| | | | 54,818 | | | | | | 110,875 | | |
Impairment on equity investments
|
| | | | (268,277) | | | | | | (4,044,825) | | |
Interest expense
|
| | | | (220,916) | | | | | | (362,356) | | |
Other expense
|
| | | | (79,839) | | | | | | (142,247) | | |
Total other income (loss)
|
| | | | (217,822) | | | | | | (4,429,746) | | |
Gain (Loss) before tax
|
| | | | (233,000) | | | | | | (5,758,920) | | |
Income tax expense
|
| | | | (390,181) | | | | | | (251,184) | | |
Net gain (loss)
|
| | | | (623,181) | | | | | | (6,010,104) | | |
Net gain (loss) attributable to non-controlling interest
|
| | | | (168,697) | | | | | | 30,993 | | |
Net gain (loss attributable to Etao’s shareholders
|
| | | | (791,878) | | | | | | (5,979,111) | | |
| | |
June 30,
2022 (actual) |
| |
June 30,
2021 (pro forma) |
| |
Variance
|
| |||||||||
Net product revenue
|
| | | $ | 3,424,954 | | | | | $ | 3,842,392 | | | | | | -10.9% | | |
Hospital services revenue
|
| | | | 22,951,190 | | | | | | 18,906,410 | | | | | | 21.4% | | |
Insurance brokerage
|
| | | | 7,140,662 | | | | | | 9,361,939 | | | | | | -23.7% | | |
Software and other technical service revenue
|
| | | | 319,529 | | | | | | 673,895 | | | | | | -52.6% | | |
Total | | | | $ | 33,836,335 | | | | | $ | 32,784,636 | | | | | | 3.2% | | |
| | |
June 30,
2022 (actual) |
| |
June 30,
2021 (pro forma) |
| |
Variance
|
| |||||||||
Cost of product sales
|
| | | $ | 1,763,344 | | | | | $ | 2,226,988 | | | | | | -20.8% | | |
Cost of revenue for hospital services
|
| | | | 15,042,954 | | | | | | 13,953,351 | | | | | | 7.8% | | |
Cost of revenue for insurance brokerage
|
| | | | 4,756,747 | | | | | | 8,522,430 | | | | | | -44.2% | | |
Cost of software and other technical service revenue
|
| | | | 160,322 | | | | | | 89,130 | | | | | | 79.9% | | |
Total | | | | $ | 21,723,366 | | | | | $ | 24,791,898 | | | | | | -12.4% | | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
Pro Forma
2021 |
| |
Pro Forma
2020 |
| ||||||
Net revenue
|
| | | | 76,708,369 | | | | | | 89,831,672 | | |
Cost of revenue
|
| | | | (53,933,252) | | | | | | (75,511,161) | | |
Gross profit
|
| | | | 22,775,118 | | | | | | 14,320,510 | | |
Operating expenses | | | | ||||||||||
Selling expenses
|
| | | | (9,358,736) | | | | | | (5,452,512) | | |
General and administrative expenses
|
| | | | (19,251,785) | | | | | | (10,297,443) | | |
Research and development expenses
|
| | | | (1,428,417) | | | | | | (1,265,445) | | |
Total operating expenses
|
| | | | (30,038,938) | | | | | | (17,015,400) | | |
Gain (Loss) from operations
|
| | | | (7,263,820) | | | | | | (2,294,890) | | |
Other income (loss) | | | | ||||||||||
Other income
|
| | | | 562,856 | | | | | | 1,234,606 | | |
Interest income
|
| | | | 149,937 | | | | | | — | | |
Impairment on equity investments
|
| | | | (3,905,554) | | | | | | (4,348) | | |
Interest expense
|
| | | | (794,701) | | | | | | (834,667) | | |
Other expense
|
| | | | (239,946) | | | | | | (120,179) | | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
Pro Forma
2021 |
| |
Pro Forma
2020 |
| ||||||
Gain on disposal of assets
|
| | | | 294,615 | | | | | | 579,699 | | |
Total other income (loss)
|
| | | | (3,932,793) | | | | | | 855,111 | | |
Gain (Loss) before tax
|
| | | | (11,196,613) | | | | | | (1,839,779) | | |
Income tax expense
|
| | | | (565,562) | | | | | | (101,931) | | |
Net gain (loss)
|
| | | | (11,762,175) | | | | | | (1,941,710) | | |
Net gain (loss) attributable to non-controlling interest
|
| | | | 732,192 | | | | | | (49,536) | | |
Net gain (loss attributable to Etao’s shareholders
|
| | | | (11,029,983) | | | | | | (1,991,247) | | |
|
| | |
2021
|
| |
2020
|
| ||||||
Net product revenue
|
| | | $ | 7,289,718 | | | | | $ | 3,929,223 | | |
Hospital services revenue
|
| | | | 47,449,851 | | | | | | 35,203,293 | | |
Insurance brokerage
|
| | | | 20,115,096 | | | | | | 49,203,637 | | |
Software and other technical service revenue
|
| | | | 1,853,704 | | | | | | 1,495,519 | | |
Total | | | | $ | 76,708,369 | | | | | $ | 89,831,672 | | |
| | |
2021
|
| |
2020
|
| ||||||
Cost of product sales
|
| | | $ | 4,880,676 | | | | | $ | 2,478,685 | | |
Cost of revenue for hospital services
|
| | | | 32,225,856 | | | | | | 26,762,504 | | |
Cost of revenue for insurance brokerage
|
| | | | 16,449,789 | | | | | | 46,074,791 | | |
Cost of software and other technical service revenue
|
| | | | 376,930 | | | | | | 195,181 | | |
Total | | | | $ | 53,933,252 | | | | | $ | 75,511,161 | | |
| | |
Total
|
| |||
Short-term borrowings(1)
|
| | | $ | 7,440,106 | | |
Long-term borrowings(2)
|
| | | $ | 21,156,739 | | |
Lease commitments(3)
|
| | | $ | 11,567,720 | | |
Total contractual obligations
|
| | | $ | 40,164,565 | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net revenue
|
| | | $ | 20,115,096 | | | | | $ | 49,203,637 | | |
Cost of sales
|
| | | | (16,449,789) | | | | | | (46,074,791) | | |
Gross profit
|
| | | | 3,665,307 | | | | | | 3,128,846 | | |
Operating expenses | | | | | | | | | | | | | |
Selling expenses
|
| | | | (349,084) | | | | | | (367,675) | | |
General and administrative expenses
|
| | | | (4,990,689) | | | | | | (3,019,320) | | |
Research and development expenses
|
| | | | (258,456) | | | | | | (653,798) | | |
Total operating expenses
|
| | | | (5,598,229) | | | | | | (4,040,793) | | |
Loss from operations
|
| | | | (1,932,922) | | | | | | (911,947) | | |
Other income (loss) | | | | | | | | | | | | | |
Other income
|
| | | | 268,530 | | | | | | 435,502 | | |
Interest expense
|
| | | | (73,186) | | | | | | (65,746) | | |
Other expense
|
| | | | (98,471) | | | | | | (1,227) | | |
Impairment on investments
|
| | | | — | | | | | | (4,348) | | |
Gain on disposal of investments
|
| | | | 294,615 | | | | | | — | | |
Total other income (loss)
|
| | | | 391,488 | | | | | | 364,181 | | |
Loss before income tax expense
|
| | | | (1,541,434) | | | | | | (547,766) | | |
Income tax expense
|
| | | | (2,352) | | | | | | (444) | | |
Net loss
|
| | | $ | (1,543,786) | | | | | $ | (548,210) | | |
Net loss attributable to non-controlling interest
|
| | | | 157,697 | | | | | | 293,937 | | |
Net loss attributable to Aaliance’s shareholders
|
| | | | (1,386,089) | | | | | | (254,273) | | |
Other comprehensive income | | | | | | | | | | | | | |
Foreign currency translation gain, net of income taxes
|
| | | | (15,715) | | | | | | (20,402) | | |
Total comprehensive loss
|
| | | $ | (1,401,804) | | | | | $ | (274,675) | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net revenue
|
| | | $ | 18,791,773 | | | | | $ | 15,573,165 | | |
Cost of revenues
|
| | | | (15,890,473) | | | | | | (13,317,286) | | |
Gross profit
|
| | | | 2,901,300 | | | | | | 2,255,879 | | |
Operating expenses | | | | | | | | | | | | | |
General and administrative expenses
|
| | | | (1,629,688) | | | | | | (1,453,111) | | |
Total operating expenses
|
| | | | (1,629,688) | | | | | | (1,453,111) | | |
Income from operations
|
| | | | 1,271,612 | | | | | | 802,768 | | |
Other income (loss) | | | | | | | | | | | | | |
Other income
|
| | | | 73,855 | | | | | | 175,943 | | |
Interest expense
|
| | | | (573,166) | | | | | | (654,849) | | |
Other expense
|
| | | | (21,260) | | | | | | (19,342) | | |
Total other loss
|
| | | | (520,571) | | | | | | (498,248) | | |
Income before income tax expense
|
| | | | 751,041 | | | | | | 304,520 | | |
Income tax expense
|
| | | | (196,217) | | | | | | (77,601) | | |
Net income
|
| | | $ | 554,824 | | | | | $ | 226,919 | | |
Other comprehensive income | | | | | | | | | | | | | |
Foreign currency translation gain, net of income taxes
|
| | | | 318,205 | | | | | | 705,531 | | |
Total comprehensive income
|
| | | $ | 873,029 | | | | | $ | 932,450 | | |
| | |
2021
|
| |
2020
|
| ||||||
Sales of pharmaceuticals
|
| | | $ | 5,408,867 | | | | | $ | 4,586,520 | | |
Revenue of medical services
|
| | | | 13,382,907 | | | | | | 10,986,646 | | |
Total
|
| | | $ | 18,791,773 | | | | | $ | 15,573,165 | | |
| | | |
Cayman Islands
|
| |
Delaware
|
|
|
Title of organizational documents
|
| | Amended and Restated Memorandum and Articles of Association | | | Certificate of Incorporation and Bylaws | |
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Duties of directors
|
| |
As a matter of Cayman Islands law, a director of a Cayman Islands company is in the position of a fiduciary with respect to the company and therefore it is considered that he or she owes the following duties to the company — a duty to act bona fide in the best interests of the company, a duty not to make a personal profit based on his or her position as director (unless the company permits him or her to do so), a duty not to put himself or herself in a position where the interests of the company conflict with his or her personal interest or his or her duty to a third party and a duty to exercise powers for the purposes of which such powers were intended.
A director of a Cayman Islands company owes to the company a duty to act with skill, care and diligence. It was previously considered that a director need not exhibit in the performance of his or her duties a greater degree of skill than may reasonably be expected from a person of his or her knowledge and experience. However, English and Commonwealth courts have moved towards an objective
|
| | Under Delaware law, the business and affairs of a corporation are managed by or under the direction of its board of directors. In exercising their powers, directors are charged with a fiduciary duty of care to protect the interests of the corporation and a fiduciary duty of loyalty to act in the best interests of the company and its stockholders. The duty of care requires that directors act in an informed and deliberative manner and inform themselves, prior to making a business decision, of all material information reasonably available to them. The duty of care also requires that directors exercise care in overseeing and investigating the conduct of the corporation’s employees. The duty of loyalty may be summarized as the duty to act in good faith, not out of self-interest, and in a manner which the director reasonably believes to be in the best interests of the stockholders. | |
| | | |
Cayman Islands
|
| |
Delaware
|
|
| | | | standard with regard to the required skill and care and these authorities are likely to be followed in the Cayman Islands. | | | | |
|
Limitations on personal liability of directors
|
| |
The Companies Act has no equivalent provision to Delaware law regarding the limitation of director’s liability.
However, as a matter of public policy, Cayman Islands law will not allow the limitation of a director’s liability to the extent that the liability is a consequence of the director committing a crime or of the director’s own fraud, dishonesty, willful default or willful neglect in the fulfilment of fiduciary duties.
|
| | Subject to the limitations described below, a certificate of incorporation may provide for the elimination or limitation of the personal liability of a director for money damages to the corporation or its stockholders for monetary damages for a breach of fiduciary duty as a director. Such provision cannot limit liability for breach of loyalty, acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, unlawful payment of dividends or unlawful stock repurchase or redemption. In addition, an exculpatory provision with terms described in the previous sentence cannot limit liability for any act or omission occurring prior to the date when such provision becomes effective. | |
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Indemnification of directors, officers, agents and others
|
| |
Cayman Islands law does not limit the extent to which a company’s amended and restated memorandum and articles of association may provide for indemnification of officers and directors, except to the extent any such provision may be held by the Cayman Islands courts to be contrary to public policy, such as to provide indemnification against civil fraud or the consequences of committing a crime.
PubCo’s Amended and Restated Memorandum and Articles of Association provide that PubCo shall indemnify and secure harmless its directors and officers against all actions, proceedings, costs, charges, expenses, losses, damages or liabilities incurred or sustained by such officers and directors, other than by reason of such officer’s or director’s own dishonesty, willful default or fraud, in or about the conduct of its business or affairs (including as a result of any mistake
|
| | A corporation has the power to indemnify any director, officer, employee, or agent of the corporation who was, is or is threatened to be made a party to an action, suit or proceeding who acted in good faith and in a manner they believed to be in the best interests of the corporation, and if with respect to a criminal proceeding, had no reasonable cause to believe his or her conduct would be unlawful, against amounts actually and reasonably incurred. Additionally, under the Delaware General Corporation Law, a Delaware corporation must indemnify its present or former directors and officers against expenses (including attorneys’ fees) actually and reasonably incurred to the extent that the officer or director has been successful on the merits or otherwise in defense of any action, suit or proceeding brought against him or her by reason of the fact that he or she is or was a director or officer of the corporation. | |
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Cayman Islands
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| |
Delaware
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of judgment) or in the execution or discharge of his or her duties, powers, authorities or discretions, including without prejudice to the generality of the foregoing, any costs, expenses, losses or liabilities incurred by such officer and director in defending (whether successfully or otherwise) any civil proceedings concerning us or our affairs in any court whether in the Cayman Islands or elsewhere.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to PubCo’s directors, officers or persons controlling PubCo under the foregoing provisions, PubCo has been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
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Interested directors
|
| | Under PubCo’s Memorandum and Articles of Association, directors who are in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction must declare the nature of their interest at a meeting of the board of directors. Subject to the applicable Nasdaq Listing Rules and disqualification by the chairperson of the relevant board meeting, a director may vote in respect of any contract or transaction or proposed contract or transaction notwithstanding such director’s interest, and if such director has properly disclosed his or her interest, such director’s vote shall be counted, and such director may be counted in the quorum at any meeting of the board of directors at which any such contract or transaction or proposed contract or transaction shall come before the meeting for consideration. | | | Under Delaware law, a transaction in which a director has an interest is not void or voidable solely because such interested director is present at or participates in the meeting that authorizes the transaction if: (1) the material facts as to such interested director’s relationship or interests are disclosed or are known to the board of directors and the board in good faith authorizes the transaction by the affirmative vote of a majority of the disinterested directors, even though the disinterested directors are less than a quorum; (2) such material facts are disclosed or are known to the stockholders entitled to vote on such transaction and the transaction is specifically approved in good faith by vote of the stockholders; or (3) the transaction is fair as to the corporation as of the time it is authorized, approved or ratified by the board of directors, a committee of the board, or the stockholders. Under Delaware law, a director could be held liable for any transaction in which such director | |
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Cayman Islands
|
| |
Delaware
|
|
| | | | | | | derived an improper personal benefit. | |
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Voting requirements
|
| |
As a matter of Cayman Islands law, certain matters must be approved by special resolution of the shareholders, including amending or adopting memorandum or articles of association of a Cayman Islands company, reduction of share capital, change of name, authorization of a plan of merger, voluntary winding up of the company or the recalling of the voluntary liquidation of the company.
The Companies Act requires that a special resolution be passed by a majority of at least two-thirds, or such higher percentage as set forth in the articles of association, of shareholders being entitled to vote and do vote in person or by proxy at a general meeting, or by unanimous written consent of shareholders entitled to vote at a general meeting. PubCo’s Amended and Restated Memorandum and Articles of Association require that a special resolution be passed by a majority of not less than two-thirds of shareholders being entitled to vote and do vote in person or by proxy at a general meeting, or by unanimous written consent of shareholders entitled to vote at a general meeting.
The Companies Act defines “special resolutions” only. A company’s articles of association can therefore tailor the definition of “ordinary resolutions” as a whole, or with respect to specific provisions. PubCo’s Amended and Restated Memorandum and Articles of Association provide that an ordinary resolution is a resolution (1) passed by a simple majority of such shareholders as, being entitled to do so, vote in person (or, where proxies are allowed, by proxy) at a general meeting. Where a poll is taken, regard shall be had in computing a majority to the number of votes to which each shareholder is entitled or
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| |
Under Delaware law, each stockholder is entitled to one vote for each share of capital stock held by such stockholder as of the applicable record date, unless otherwise provided in a corporation’s certificate of incorporation. Except as otherwise provided under the Delaware General Corporation Law or by the corporation’s certificate of incorporation or bylaws, under Delaware law, all matters brought before a meeting of stockholders at which a quorum is present (other than the election of directors) require the affirmative vote of the majority of the shares present in person or represented by proxy and entitled to vote at that meeting. Certain matters for stockholder approval, including the approval of certain merger agreements, certain amendments to the certificate of incorporation, and the sale, lease, or exchange of all or substantially all of the corporation’s assets will require approval of the holders of a majority of the outstanding capital stock. The certificate of incorporation may also include a provision requiring supermajority approval by the directors or stockholders for any corporate action.
In addition, under Delaware law, certain business combinations involving interested stockholders of publicly traded corporations may require approval by a supermajority of the non-interested stockholders.
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Cayman Islands
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| |
Delaware
|
|
| | | | (2) approved in writing by all of the shareholders entitled to vote at a general meeting in one or more instruments each signed by one or more of the shareholders. The effective date of the resolution so adopted shall be the date on which the instrument (or the last of such instruments, if more than one) is executed. | | | | |
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Voting for directors
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| | PubCo’s Memorandum and Articles of Association provide that PubCo’s directors may be appointed by an ordinary resolution of its shareholders, or by the affirmative vote of a simple majority of the remaining directors, to fill a casual vacancy on the board of directors or as an addition to the board of directors. | | | Under Delaware law, unless otherwise specified in the certificate of incorporation or bylaws of the corporation, directors shall be elected by a plurality of the votes of the shares present in person or represented by proxy at the meeting and entitled to vote on the election of directors. | |
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Cumulative voting
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| |
There are no prohibitions in relation to cumulative voting under the laws of the Cayman Islands.
PubCo’s Amended and Restated Memorandum and Articles of Association do not provide for cumulative voting.
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| | Under the Delaware law, cumulative voting for elections of directors is not permitted unless the corporation’s certificate of incorporation specifically provides for it. | |
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Directors’ powers regarding bylaws
|
| | PubCo’s Amended and Restated Memorandum and Articles of Association may only be amended by a special resolution of the shareholders of the company. | | | The certificate of incorporation may grant the directors the power to adopt, amend or repeal bylaws. | |
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Nomination and removal of directors and filling vacancies on board
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| | Nomination and removal of directors and filling of board vacancies are governed by the provisions of PubCo’s Amended and Restated Memorandum and Articles of Association which provide that directors may be removed with or without cause, by an ordinary resolution of its shareholders. An appointment of a director may be on terms that the director shall automatically retire from office (unless he or she has vacated office earlier) at the next or a subsequent annual general meeting, or upon any specified event or after any specified period in a written agreement between the company and the director, if any; but no such term | | |
Stockholders may generally nominate directors if they comply with any applicable advance notice provisions and other procedural requirements in company bylaws.
Holders of a majority of the shares then entitled to vote at an election of directors may remove a director with or without cause, except in certain cases involving a classified board or if the company uses cumulative voting.
Unless otherwise provided for in the certificate of incorporation or bylaws, directorship vacancies may be filled by a majority of the directors elected or then in office, or by the stockholders.
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Cayman Islands
|
| |
Delaware
|
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shall be implied in the absence of express provision.
In addition, a director’s office shall be vacated if the director (1) becomes bankrupt or makes any arrangement or composition with his creditors; (2) is found to be or becomes of unsound mind or dies; (3) resigns his office by notice in writing to the company; (4) without special leave of absence from our board of directors, is absent from three consecutive meetings of the board and our board resolves that his or her office be vacated; or (5) is removed from office pursuant to any other provisions of our post-offering amended and restated memorandum and articles of association.
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Mergers and similar arrangements
|
| | The Companies Act permits mergers and consolidations between Cayman Islands companies and between Cayman Islands companies and non-Cayman Islands companies. For these purposes, (1) a “merger” means the merging of two or more constituent companies and the vesting of their undertaking, property and liabilities in one of such companies as the surviving company and (2) a “consolidation” means the combination of two or more constituent companies into a consolidated company and the vesting of the undertaking, property and liabilities of such companies in the consolidated company. In order to effect such a merger or consolidation, the directors of each constituent company must approve a written plan of merger or consolidation, which must then be authorized by (i) a special resolution of the shareholders of each constituent company and (ii) such other authorization, if any, as may be specified in such constituent company’s articles of association. The written plan of merger or consolidation must be filed with the Registrar of Companies together with a declaration as to the solvency | | | | |
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Cayman Islands
|
| |
Delaware
|
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of the consolidated or surviving company, a list of the assets and liabilities of each constituent company and an undertaking that a copy of the certificate of merger or consolidation will be given to the members and creditors of each constituent company and that notification of the merger or consolidation will be published in the Cayman Islands Gazette. Court approval is not required for a merger or consolidation which is effected in compliance with these statutory procedures.
A merger between a Cayman parent company and its Cayman subsidiary or subsidiaries does not require authorization by a resolution of shareholders of that Cayman subsidiary if a copy of the plan of merger is given to every member of that Cayman subsidiary to be merged unless that member agrees otherwise. For this purpose a company is a “parent” of a subsidiary if it holds issued shares that together represent at least ninety percent (90%) of the votes at a general meeting of the subsidiary.
The consent of each holder of a fixed or floating security interest over a constituent company is required unless this requirement is waived by a court in the Cayman Islands.
Save in certain limited circumstances, a shareholder of a Cayman constituent company who dissents from the merger or consolidation is entitled to payment of the fair value of their shares (which, if not agreed between the parties, will be determined by the Cayman Islands court) upon dissenting to the merger or consolidation, provided that the dissenting shareholder complies strictly with the procedures set out in the Companies Act.
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Cayman Islands
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| |
Delaware
|
|
| | | |
Separate from the statutory provisions relating to mergers and consolidations, the Companies Act also contains statutory provisions that facilitate the reconstruction and amalgamation of companies by way of schemes of arrangement, provided that the arrangement is approved by a majority in number of each class of shareholders and creditors with whom the arrangement is to be made, and who must, in addition, represent three-fourths in value of each such class of shareholders or creditors, as the case may be, that are present and voting either in person or by proxy at a meeting, or meetings, convened for that purpose. The convening of the meetings and subsequently the arrangement must be sanctioned by the Grand Court of the Cayman Islands. While a dissenting shareholder has the right to express to the court the view that the transaction ought not to be approved, the court can be expected to approve the arrangement if it determines that:
1.
the statutory provisions as to the required majority vote have been met;
2.
the shareholders have been fairly represented at the meeting in question and the statutory majority are acting bona fide without coercion of the minority to promote interests adverse to those of the class;
3.
the arrangement is such that may be reasonably approved by an intelligent and honest man of that class acting in respect of his interest; and
4.
the arrangement is not one that would more properly be sanctioned under some other provision of the Companies Act.
The Companies Act also contains a statutory power of compulsory
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Cayman Islands
|
| |
Delaware
|
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| | | | acquisition which may facilitate the “squeeze out” of dissentient minority shareholder upon a tender offer. When a tender offer is made and accepted by holders of 90% of the shares affected within four months, the offeror may, within a two-month period commencing on the expiration of such four-month period, require the holders of the remaining shares to transfer such shares to the offeror on the terms of the offer. An objection can be made to the Grand Court of the Cayman Islands but this is unlikely to succeed in the case of an offer which has been so approved unless there is evidence of fraud, bad faith or collusion. | | | | |
| | | | If an arrangement and reconstruction by way of scheme of arrangement is thus approved and sanctioned, or if a tender offer is made and accepted, in accordance with the foregoing statutory procedures, a dissenting shareholder would have no rights comparable to appraisal rights, save that objectors to a takeover offer may apply to the Grand Court of the Cayman Islands for various orders that the Grand Court of the Cayman Islands has a broad discretion to make, which would otherwise ordinarily be available to dissenting shareholders of Delaware corporations, providing rights to receive payment in cash for the judicially determined value of the shares. | | | | |
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Shareholder suits
|
| | In principle, PubCo will normally be the proper plaintiff and as a general rule a derivative action may not be brought by a minority shareholder. However, based on English authorities, which would in all likelihood be of persuasive authority in the Cayman Islands, the Cayman Islands courts can be expected to follow and apply the common law principles (namely the rule in Foss v. Harbottle and the exceptions thereto) which permit a minority shareholder to commence a class | | | Class actions and derivative actions generally are available to stockholders under Delaware law for, among other things, breach of fiduciary duty, corporate waste and actions not taken in accordance with applicable law. In such actions, the court generally has discretion to permit a winning plaintiff to recover attorneys’ fees incurred in connection with such action. | |
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Cayman Islands
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| |
Delaware
|
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action against, or derivative actions in the name of, PubCo to challenge:
5.
an act which is illegal or ultra vires and is therefore incapable of ratification by the shareholders;
6.
the act complained of, although not ultra vires, could only be effected duly if authorized by more than a simple majority vote that has not been obtained; and
7.
an act which constitutes a fraud on the minority where the wrongdoers are themselves in control of the company.
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Inspection of corporate records
|
| | Shareholders of a Cayman Islands exempted company have no general right under Cayman Islands law to inspect or obtain copies of the register of members or other corporate records (other than the PubCo’s Amended and Restated Memorandum and Articles of Association, the register of mortgages and charges, the register of directors and officers and any special resolutions of PubCo’s shareholders) of the company. However, these rights may be provided in the PubCo’s Amended and Restated Memorandum and Articles of Association and PubCo’s directors are empowered to allow its shareholders to inspect the list of shareholders and to receive annual audited financial statements. | | | Under Delaware law, stockholders of a Delaware corporation have the right during normal business hours to inspect for any proper purpose, and to obtain copies of lists of stockholders and other books and records of the corporation and its subsidiaries, if any, to the extent the books and records of such subsidiaries are available to the corporation. A complete list of the stockholders entitled to vote at a stockholders’ meeting generally must be available for stockholder inspection at least 10 days before the meeting. | |
|
Shareholder proposals and calling of special shareholder meetings least 10 days before the meeting.
|
| | 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. However, these rights may be provided in a company’s articles of association. PubCo’s Amended and Restated Memorandum and Articles of Association allow its shareholders holding in aggregate not less than one-third (1/3) of all votes attached to all issued and outstanding shares | | |
Unless provided in the corporation’s certificate of incorporation or bylaws, Delaware law does not include a provision restricting the manner in which stockholders may bring business before a meeting.
Delaware law permits the board of directors or any person who is authorized under a corporation’s certificate of incorporation or bylaws to call a special meeting of stockholders.
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Cayman Islands
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Delaware
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that as of the date of the deposit carry the right to vote at the general meetings, in which case the directors are obliged to call such meeting and to put the resolutions so requisitioned to a vote at such meeting; however, other than this right to requisition a shareholders’ meeting, PubCo’s Amended and Restated Memorandum and Articles of Association do not provide its shareholders with any other right to put any proposals before annual general meetings or extraordinary general meetings not called by such shareholders.
As a Cayman Islands exempted company, PubCo is not obliged by the Companies Act to call shareholders’ annual general meetings. PubCo’s Amended and Restated Memorandum and Articles of Association provide that PubCo may (but is not obliged to) in each year hold a general meeting as its annual general meeting in which case PubCo shall specify the meeting as such in the notices calling it, and the annual general meeting shall be held at such time and place as may be determined by PubCo’s directors.
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Approval of corporate matters by written consent
|
| | Cayman Islands law and PubCo’s Amended and Restated Memorandum and Articles of Association provide that shareholders may approve corporate matters by way of a unanimous written resolution signed by or on behalf of each shareholder who would have been entitled to vote on such matter at a general meeting without a meeting being held. | | | Delaware law provides that, unless otherwise provided in the certificate of incorporation, stockholders may take action by written consent signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of stockholders. | |
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Dissolution; winding up
|
| | Under Cayman Islands law, a company may be wound up by either an order of the courts of the Cayman Islands or by a special resolution of its members or, if the company is unable to pay its debts as they fall due, by an ordinary resolution of its members. The court has authority to order winding up in a number of specified circumstances | | | Under Delaware law, unless the board of directors approves the proposal to dissolve, dissolution must be approved by stockholders holding 100% of the total voting power of the corporation. Only if the dissolution is initiated by the board of directors may it be approved by a simple majority of the corporation’s outstanding shares. | |
| | | |
Cayman Islands
|
| |
Delaware
|
|
| | | | including where it is, in the opinion of the court, just and equitable to do so. | | | Delaware law allows a Delaware corporation to include in its certificate of incorporation a supermajority voting requirement in connection with dissolutions initiated by the board. A Delaware corporation may also be dissolved by decree or judgment of a Delaware court in certain circumstances. | |
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Variation of rights of shares
|
| | Under PubCo’s Memorandum and Articles of Association, if PubCo’s share capital is divided into more than one class of shares, PubCo may materially and adversely vary the rights attached to any class only with the consent in writing of the holders of not less than two-thirds of the issued shares of the relevant class, or with the sanction of an ordinary resolution passed at a separate meeting of the holders of the shares of such class. | | | Under Delaware law, a corporation may vary the rights of a class of shares with the approval of a majority of the outstanding shares of such class, unless the certificate of incorporation provides otherwise. | |
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Dividends and stock repurchase
|
| | The holders of PubCo’s Ordinary Shares are entitled to such dividends as may be declared by PubCo’s board of directors. In addition, PubCo’s shareholders may declare dividends by ordinary resolution, but no dividend shall exceed the amount recommended by its directors. PubCo’s Amended and Restated Memorandum and Articles of Association provide that the directors may, before recommending or declaring any dividend, set aside out of the funds legally available for distribution such sums as they think proper as a reserve or reserves which shall, in the absolute discretion of the directors, be applicable for meeting contingencies or for equalizing dividends or for any other purpose to which those funds may be properly applied. Under the laws of the Cayman Islands, PubCo may pay a dividend out of either profits or share premium account, provided that in no circumstances may a dividend be paid if this would result in PubCo being unable to pay its debts as they fall due in the ordinary course of business. | | |
The Delaware General Corporation Law provides that, subject to any restrictions in a corporation’s certificate of incorporation, dividends may be declared from the corporation’s surplus, or, if there is no surplus, from its net profits for the fiscal year in which the dividend is declared and for the preceding fiscal year, and Delaware common law also imposes a solvency requirement with respect to the payment of dividends. Dividends may not be declared out of net profits, however, if the corporation’s capital has been diminished to an amount less than the aggregate amount of all capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets until the deficiency in the amount of capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets is repaired.
Furthermore, applicable Delaware statutory and common law generally provides that a corporation may
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Cayman Islands
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Delaware
|
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| | | | | | | redeem or repurchase its shares only if the redemption or repurchase would not impair the capital of the corporation and only if the corporation is solvent at the time of the redemption or repurchase, and the redemption or repurchase would not render the corporation insolvent. | |
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Transactions with interested shareholders
|
| | Cayman Islands law has no comparable statute. As a result, PubCo cannot avail itself of the types of protections afforded by the Delaware business combination statute. However, although Cayman Islands law does not regulate transactions between a company and its significant shareholders, it does provide that such transactions must be entered into bona fide in the best interests of the company and for a proper corporate purpose and not with the effect of constituting a fraud on the minority shareholders. | | | The Delaware General Corporation Law contains a business combination statute applicable to Delaware public corporations whereby, unless the corporation has specifically elected not to be governed by such statute by amendment to its certificate of incorporation or bylaws that is approved by its shareholders, it is prohibited from engaging in certain business combinations with an “interested shareholder” for three years following the date that such person becomes an interested shareholder. An interested shareholder generally is a person or a group who or which owns or owned 15% or more of the target’s outstanding voting stock or who or which is an affiliate or associate of the corporation and owned 15% or more of the corporation’s outstanding voting stock within the past three years. This has the effect of limiting the ability of a potential acquirer to make a two-tiered bid for the target in which all shareholders would not be treated equally. The statute does not apply if, among other things, prior to the date on which such shareholder becomes an interested shareholder, the board of directors approves either the business combination or the transaction which resulted in the person becoming an interested shareholder. This encourages any potential acquirer of a Delaware corporation to negotiate the terms of any acquisition transaction with the target’s board of directors. | |
| | |
Pre-Business Combination
|
| |
Successor Post-Business Combination
|
| | ||||||||||||||||||||||||||||||||
| | |
MCAE Common Stock
|
| |
Assuming Minimum
Redemption |
| |
Assuming Maximum(5)
Redemption |
| | |||||||||||||||||||||||||||||
Name and Address of Beneficial Owner(1)
|
| |
Number of
Shares Beneficially Owned(2) |
| |
% of
Outstanding Shares of Common Stock(2) |
| |
Number of
PubCo Ordinary Shares |
| |
%
|
| |
Number of
PubCo Ordinary Shares |
| |
%
|
| | ||||||||||||||||||||
Directors and Executive Officers of MCAE:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Mountain Crest Holdings III LLC(3)
|
| | | | 1,460,384 | | | | | | 45.2% | | | | | | 1,291,593 | | | | | | 1.21% | | | | | | 1,291,593 | | | | | | 1.22% | | | | ||
Suying Liu(4)
|
| | | | 1,460,384 | | | | | | 45.2% | | | | | | 1,291,593 | | | | | | 1.21% | | | | | | 1,291,593 | | | | | | 1.22% | | | | ||
Nelson Haight
|
| | | | 2,000 | | | | | | * | | | | | | 2,000 | | | | | | * | | | | | | 2,000 | | | | | | * | | | | ||
Todd Milbourn
|
| | | | 2,000 | | | | | | * | | | | | | 2,000 | | | | | | * | | | | | | 2,000 | | | | | | * | | | | ||
Wenhua Zhang
|
| | | | 2,000 | | | | | | * | | | | | | 2,000 | | | | | | * | | | | | | 2,000 | | | | | | * | | | | ||
All Directors and Executive Officers of
MCAE as a Group (4 Individuals) |
| | | | 1,466,384 | | | | | | 45.4% | | | | | | 1,297,593 | | | | | | 1.21% | | | | | | 1,297,593 | | | | | | 1.22% | | | | | |
Directors and Executive Officers of Combined Entity After Consummation of the Business Combination(6):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
Wensheng Liu(7)
|
| | | | — | | | | | | — | | | | | | 46,313,200 | | | | | | 43.38% | | | | | | 46,313,200 | | | | | | 43.81% | | | | ||
Biao Dai
|
| | | | — | | | | | | — | | | | | | 0 | | | | | | 0.0% | | | | | | 0 | | | | | | 0.0% | | | | ||
Kenneth S. Liang
|
| | | | — | | | | | | — | | | | | | 0 | | | | | | 0.0% | | | | | | 0 | | | | | | 0.0% | | | | ||
Connie C. Hsu
|
| | | | — | | | | | | — | | | | | | 0 | | | | | | 0.0% | | | | | | 0 | | | | | | 0.0% | | | | ||
Andrew MacInnes
|
| | | | — | | | | | | — | | | | | | 0 | | | | | | 0.0% | | | | | | 0 | | | | | | 0.0% | | | | ||
David Muson
|
| | | | — | | | | | | — | | | | | | 0 | | | | | | 0.0% | | | | | | 0 | | | | | | 0.0% | | | | ||
Suying Liu(4)
|
| | | | 1,460,384 | | | | | | 45.2% | | | | | | 1,291,593 | | | | | | 1.21% | | | | | | 1,291,593 | | | | | | 1.22% | | | | ||
All Directors and Executive Officers of
Combined Entity as a Group (7 Individuals) |
| | | | | | | | | | | | | | | | 47,604,793 | | | | | | 44.59% | | | | | | 47,604,793 | | | | | | 45.03% | | | | ||
Five percent holders of Combined Entity After Consummation of the Business Combination(6):
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | ||
WSHP Capital LLC(8)
|
| | | | — | | | | | | — | | | | | | 14,527,200 | | | | | | 13.60% | | | | | | 14,527,200 | | | | | | 13.74% | | | | ||
Etao International Group Inc.(9)
|
| | | | — | | | | | | — | | | | | | 11,886,000 | | | | | | 11.13% | | | | | | 11,886,000 | | | | | | 11.24% | | | | ||
TVT Holding Limited(10)
|
| | | | — | | | | | | — | | | | | | 6,827,386 | | | | | | 6.40% | | | | | | 6,827,386 | | | | | | 6.46% | | | | ||
Etao 168 Capital LLC(11)
|
| | | | — | | | | | | — | | | | | | 10,000,000 | | | | | | 9.36% | | | | | | 10,000,000 | | | | | | 9.46% | | | |
|
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
| 1 | | | Wang Ping | | | Non-controlling shareholder of the Company | |
| 2 | | | Executives of a subsidiary as a group | | | Executives of a subsidiary | |
|
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
| 3 | | | Mr. Li Zhiqiang | | | Non-controlling shareholder of the Company | |
| 4 | | | Mengzhou Dexin Concrete Co., Ltd. | | | Subsidiary of Mr. Li Zhiqiang | |
| 5 | | |
Mengzhou Dexin Health Industry Investment Management Co., Ltd.
|
| | Subsidiary of Mr. Li Zhiqiang | |
| 6 | | | Mr. Yang Hongming | | | Non-controlling shareholder of the Company | |
| 7 | | | Mr. Yang | | | Director of company’s subsidiary | |
| 8 | | | Mr. Qian Xiaofang | | | Supervisor of company’s subsidiary | |
| 9 | | |
Changxing Zhizhou Rehabilitation Nursing Home
|
| | Subsidiary of 6 | |
| 10 | | | Hu Haibo | | | Non-controlling shareholder of the Company | |
| 11 | | | Wang Xuelei | | | Non-controlling shareholder of the Company | |
| 12 | | | Jiangxi 123 investment management Co. Ltd | | | Non-controlling shareholder of the Company | |
| 13 | | | Quan Xiaoyu | | | Non-controlling shareholder of the Company | |
| 14 | | | Yue Xuexin | | | Non-controlling shareholder of the Company | |
| 15 | | | Wen Liping | | | Non-controlling shareholder of the Company | |
| 16 | | | Hengyang Tongdexiang medical Co., Ltd | | | Subsidiary of Wen Liping | |
| 17 | | | Zhao Tianming | | | Non-controlling shareholder of the Company | |
| 18 | | | Yue Ziman | | | Non-controlling shareholder of the Company | |
| 19 | | |
Hunan Anyue Kangning healthy management Co. Ltd
|
| |
Subsidiary of non-controlling shareholder of the Company
|
|
| 20 | | |
Changning Kangning healthy management Co. Ltd
|
| |
Subsidiary of non-controlling shareholder of the Company
|
|
| 21 | | |
Zhongqi Gaoda (Beijing) Investment Fund Management Co., Ltd.
|
| | Subsidiary of Executives of the Company | |
| 22 | | |
Zhongqi Harbor (Beijing) Capital Management Co., Ltd.
|
| | Subsidiary of Executives of the Company | |
| 23 | | | Yu Xiaolei | | | Non-controlling shareholder of the Company | |
| 24 | | | Du Jun | | | Director of a subsidiary | |
| 25 | | | Shenzhen Qidian Future Venture Capital LLP | | | Non-controlling shareholder of the Company | |
| 26 | | | Zhongqi Xinxing Venture Investment Fund | | | Subsidiary of Executives of the Company | |
| 27 | | |
Zhongqi Fortune Investment Management Nanjing centre
|
| | Subsidiary of Executives of the Company | |
| 28 | | | Xin Yu | | | CEO of a subsidiary of the company | |
| 29 | | | Li Xiaoran | | | Executive of a subsidiary | |
| 30 | | | Cai Yuntao | | | Non-controlling shareholder of the Company | |
| 31 | | | Chen Jun | | | Director of a subsidiary | |
| 32 | | | Ning Quanxiu | | | Executive of a subsidiary | |
| 33 | | | Li Changzhong | | | Executive of a subsidiary | |
| 34 | | | Nanjing Xirun Health Management Co., Ltd | | | A company controlled by Li Changzhong | |
| 35 | | |
Anhui Wanbaotang Traditional Chinese Medicine Museum Co., Ltd
|
| | A company controlled by Li Changzhong | |
| 36 | | |
Nanjing Fengfan Network Technology Co., Ltd.
|
| | A company controlled by Cai Yuntao | |
| 37 | | | Shen Xuewu | | | Director of a subsidiary | |
| 38 | | | Guoyi Qiankun (Beijing) Technology Co., Ltd. | | | Non-controlling shareholder of the Company | |
| 39 | | |
Jingkang Zhixuan (Henan) medical technology Co. Ltd.
|
| |
A company controlled by Guoyi Qiankun (Beijing) Technology Co., Ltd.
|
|
|
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
| 40 | | |
Bailinuo Wuhan Management Consulting Co. Ltd
|
| | A company controlled by Shen Xuewu | |
| 41 | | | Wei Hong | | | Non-controlling shareholder of the Company | |
| 42 | | | Changsha Sinocare Inc | | | Non-controlling shareholder of the Company | |
| 43 | | | You Jia | | | Non-controlling shareholder of the Company | |
| 44 | | | Chen Yidong | | | CEO of a subsidiary of the company | |
| 45 | | | Wang Yuying | | | CEO of a subsidiary of the Company | |
| 46 | | | Yao Chunyan | | | Non-controlling shareholder of the Company | |
| 47 | | | Hangzhou Yixing Medical Devices Ltd. | | | A company controlled by You Jia | |
| 48 | | | Nanning 6 Dimension Dental Clinic | | | A company controlled by You Jia | |
| 49 | | | Lei Chen | | | Non-controlling shareholder of the Company | |
| 50 | | | Liwen Wang | | | Non-controlling shareholder of the Company | |
| 51 | | |
Shandong Taipu Investment Limited Liability Partnership
|
| | Non-controlling shareholder of the Company | |
| 52 | | | Sichuan Ruitao Technology Co.,Ltd | | | Non-controlling shareholder of the Company | |
| 53 | | | Guizhen Zuo | | | Non-controlling shareholder of the Company | |
| 54 | | | Xiaodong Wang | | | Non-controlling shareholder of the Company | |
| 55 | | |
Hangzhou Red Feather Enterprise Management Consulting L.P.
|
| | Non-controlling shareholder of the Company | |
| 56 | | |
Hangzhou Violet Stone Enterprise Management Consulting L.P.
|
| | Non-controlling shareholder of the Company | |
| | |
December 31,
|
| |||||||||
Related parties
|
| |
2021
|
| |
2020
|
| ||||||
Chen Jun
|
| | | | 10,282 | | | | | | — | | |
Executives of a subsidiary as a group
|
| | | | 8,915 | | | | | | — | | |
Guoyi Qiankun (Beijing) Technology Co., Ltd
|
| | | | 7,871 | | | | | | — | | |
Hangzhou Yixing Medical Devices Ltd.
|
| | | | 41,073 | | | | | | — | | |
Hengyang Tongdexiang medical Co.ltd
|
| | | | 101,192 | | | | | | — | | |
Jingkang Zhixuan (Henan) medical technology Co. Ltd
|
| | | | 6,297 | | | | | | — | | |
Li Changzhong
|
| | | | 1,073 | | | | | | — | | |
Nanjing Xirun Health Management Co., Ltd
|
| | | | 11,019 | | | | | | — | | |
Nanning 6 Dimension Dental Clinic
|
| | | | 62,600 | | | | | | — | | |
Ning Quanxiu
|
| | | | 9,905 | | | | | | — | | |
Quan Xiaoyu
|
| | | | 38,719 | | | | | | — | | |
Shen Xuewu
|
| | | | 54,988 | | | | | | — | | |
Zhongqi Gaoda (Beijing) Investment Fund Management Co., Ltd.
|
| | | | 13,742 | | | | | | — | | |
Zhongqi Harbor (Beijing) Capital Management Co., Ltd.
|
| | | | 30,329 | | | | | | — | | |
Zhongqi Xinxing Venture Investment Fund
|
| | | | 47,226 | | | | | | — | | |
Fu Xiaohong
|
| | | | 370,553 | | | | | | — | | |
Total | | | | | 815,784 | | | | | | — | | |
| | |
December 31,
|
| |||||||||
Related parties
|
| |
2021
|
| |
2020
|
| ||||||
Du Jun
|
| | | | 114,634 | | | | | $ | — | | |
Anhui Wanbaotang Traditional Chinese Medicine Museum Co., Ltd
|
| | | | 3,737 | | | | | | — | | |
Bailinuo Wuhan Management Consulting Co. Ltd
|
| | | | 3,744 | | | | | | — | | |
Cai Yuntao
|
| | | | 4,110 | | | | | | — | | |
Changxing Zhizhou Rehabilitation Nursing Home
|
| | | | 62,968 | | | | | | — | | |
China Enterprise Wealth Nanjing Investment Management Center (Limited partnership)
|
| | | | 157,421 | | | | | | — | | |
Executives as a group
|
| | | | 523,604 | | | | | | — | | |
Fangzhou Yidao (Beijing) Health Technology Co., LTD
|
| | | | 314,842 | | | | | | — | | |
Hu Haibo
|
| | | | 1,730,615 | | | | | | — | | |
Hunan Chenghe Enterprise Management Consulting Co.
|
| | | | 23,065 | | | | | | — | | |
Jiangxi 123 investment management Co. Ltd
|
| | | | 94,452 | | | | | | — | | |
Li Xiaoran
|
| | | | 15,238 | | | | | | — | | |
Mengzhou Dexin Concrete Co., Ltd.
|
| | | | 193,811 | | | | | | — | | |
Mr. Li Zhiqiang
|
| | | | 3,875,903 | | | | | | — | | |
Mr.Qian Xiaofang
|
| | | | 66,684 | | | | | | — | | |
Mr.Yang Yang
|
| | | | 1,069 | | | | | | — | | |
Nanjing Fengfan Network Technology Co., Ltd.
|
| | | | 135,206 | | | | | | — | | |
Wang Xuelei
|
| | | | 183,390 | | | | | | — | | |
Wang Yuying
|
| | | | 28,965 | | | | | | — | | |
Wangping
|
| | | | 2,510,732 | | | | | | — | | |
Wei Hong
|
| | | | 3,141 | | | | | | — | | |
Wen Liping
|
| | | | 106,291 | | | | | | — | | |
Xin Yu
|
| | | | 17,672 | | | | | | — | | |
Yang Hongming
|
| | | | 3,879,317 | | | | | | — | | |
You Jia
|
| | | | 438,769 | | | | | | — | | |
Yue Ziman
|
| | | | 2 | | | | | | — | | |
Zhao Tianming
|
| | | | 1,036,655 | | | | | | — | | |
Zhongqi Fortune Investment Management Nanjing centre
|
| | | | 41,078 | | | | | | — | | |
Lei Chen
|
| | | | 1,773,570 | | | | | | — | | |
Liwen Wang
|
| | | | 624,034 | | | | | | — | | |
Shandong Taipu Investment Limited Liability Partnership
|
| | | | 1,116,692 | | | | | | — | | |
Sichuan Ruitao Technology Co.,Ltd
|
| | | | 624,034 | | | | | | — | | |
Guizhen Zuo
|
| | | | 225,726 | | | | | | — | | |
Xiaodong Wang
|
| | | | 687,009 | | | | | | — | | |
Hangzhou Red Feather Enterprise Management Consulting L.P.
|
| | | | 345,231 | | | | | | — | | |
Hangzhou Violet Stone Enterprise Management Consulting L.P.
|
| | | | 193,329 | | | | | | — | | |
Total | | | | $ | 21,156,739 | | | | | $ | — | | |
| | | | | |
For the years ended
December 31, |
| |||||||||
| | |
Nature
|
| |
2021
|
| |
2020
|
| ||||||
Mr. Yang
|
| |
Expenses paid by related party
|
| | | | 1,069 | | | | | | — | | |
Mr. Qian Xiaofang
|
| |
Expenses paid by related party
|
| | | | 66,684 | | | | | | — | | |
Jiangxi 123 investment management Co. Ltd
|
| |
Expenses paid by related party
|
| | | | 93,184 | | | | | | — | | |
Hu Haibo
|
| |
Expenses paid by related party
|
| | | | 96,943 | | | | | | — | | |
Hunan Anyue Kangning healthy management Co. Ltd
|
| | Sales | | | | | 155,089 | | | | | | — | | |
Changning Kangning healthy management Co. Ltd
|
| | Sales | | | | | 131,393 | | | | | | — | | |
Du Jun
|
| |
Expenses paid by related party
|
| | | | 113,094 | | | | | | — | | |
Zhongqi Fortune Investment Management Nanjing centre
|
| |
Expenses paid by related party
|
| | | | 40,526 | | | | | | — | | |
Xin Yu
|
| |
Expenses paid by related party
|
| | | | 17,435 | | | | | | — | | |
Li Xiaoran
|
| |
Expenses paid by related party
|
| | | | 15,033 | | | | | | — | | |
Nanjing Fengfan Network Technology Co., Ltd.
|
| |
Expenses paid by related party
|
| | | | 133,390 | | | | | | — | | |
Anhui Wanbaotang Traditional Chinese Medicine Museum Co., Ltd
|
| |
Expenses paid by related party
|
| | | | 3,687 | | | | | | — | | |
Cai Yuntao
|
| |
Expenses paid by related party
|
| | | | 9,491 | | | | | | — | | |
Bailinuo Wuhan Management Consulting Co. Ltd
|
| |
Expenses paid by related party
|
| | | | 3,693 | | | | | | — | | |
Changsha Sinocare Inc
|
| | Sales | | | | | 2,021,505 | | | | | | — | | |
Nanning 6 Dimension Dental Clinic
|
| | Sales | | | | | 4,599 | | | | | | — | | |
|
Suying Liu
Mountain Crest Acquisition Corp. III 311 West 43rd Street 12th Floor New York, NY 10036 (646) 493-6558 |
| |
ETAO International Co., Ltd. 1460 Broadway 14th Floor New York, NY 10036 (347) 306-5134 |
|
| | | | ||
| Financial Statements: | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| Financial Statements (unaudited) | | | | | | | |
| | | | | F-23 | | | |
| | | | | F-24 | | | |
| | | | | F-25 | | | |
| | | | | F-26 | | | |
| | | | | F-27 | | |
| ASSETS | | | | | | | |
| Current Assets | | | | | | | |
|
Cash
|
| | | $ | 341,429 | | |
|
Prepaid expenses
|
| | | | 28,750 | | |
|
Marketable securities held in Trust Account
|
| | | | 54,174,163 | | |
|
TOTAL ASSETS
|
| | | $ | 54,544,342 | | |
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
| | | | | | |
| LIABILITIES | | | | | | | |
| Current Liabilities | | | | | | | |
|
Accounts payable and accrued expenses
|
| | | $ | 110,932 | | |
|
Deferred underwriting fee payable
|
| | | | 1,896,018 | | |
|
Total Liabilities
|
| | | | 2,006,950 | | |
| COMMITMENTS AND CONTINGENCIES | | | | | | | |
|
Common stock subject to possible redemption, $0.0001 par value, 5,417,193 shares at redemption value of $10.00 per share at December 31, 2021.
|
| | | | 54,171,930 | | |
| STOCKHOLDERS’ DEFICIT | | | | | | | |
|
Common Stock; $0.0001 par value; 30,000,000 shares authorized; 1,633,891 shares issued and outstanding (excluding 5,417,193 shares subject to possible redemption), as of December 31, 2021.
|
| | | | 163 | | |
|
Additional paid-in capital
|
| | | | — | | |
|
Accumulated deficit
|
| | | | (1,634,701) | | |
|
Total Stockholders’ Deficit
|
| | | | (1,634,538) | | |
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
| | |
$
|
54,544,342
|
| |
| OPERATING EXPENSES | | | | | | | |
|
General and administrative
|
| | | $ | 275,867 | | |
|
Franchise tax
|
| | | | 58,607 | | |
|
Total expenses
|
| | | | 334,474 | | |
|
LOSS FROM OPERATIONS
|
| | | | (334,474) | | |
| OTHER INCOME | | | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | 2,233 | | |
|
Total other income
|
| | | | 2,233 | | |
|
NET LOSS
|
| | | $ | (332,241) | | |
|
Weighted average shares outstanding of redeemable common stock
|
| | | | 3,975,127 | | |
|
Basic and diluted net income per share, common stock
|
| | | $ | 0.51 | | |
|
Weighted average shares outstanding of non-redeemable common stock
|
| | | | 1,524,867 | | |
|
Basic and diluted net loss per share, non-redeemable common stock
|
| | | $ | (1.55) | | |
| | |
Common stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
stockholders’ deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, March 2, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to
Sponsor |
| | | | 1,437,500 | | | | | | 144 | | | | | | 24,856 | | | | | | — | | | | | | 25,000 | | |
Sale of public units in initial public offering
|
| | | | 5,417,193 | | | | | | 541 | | | | | | 54,171,389 | | | | | | — | | | | | | 54,171,930 | | |
Sale of private units to insiders
|
| | | | 193,343 | | | | | | 18 | | | | | | 1,933,412 | | | | | | — | | | | | | 1,933,430 | | |
Representative shares issued
|
| | | | 86,250 | | | | | | 9 | | | | | | 670,800 | | | | | | — | | | | | | 670,809 | | |
Offering costs
|
| | | | — | | | | | | — | | | | | | (3,931,536) | | | | | | — | | | | | | (3,931,536) | | |
Forfeiture of shares of common
stock |
| | | | (83,202) | | | | | | (8) | | | | | | 8 | | | | | | — | | | | | | — | | |
Initial measurement of Common Stock
Subject to Redemption under ASC 480-10-S99 against additional paid-in capital |
| | | | (5,417,193) | | | | | | (541) | | | | | | (49,566,775) | | | | | | — | | | | | | (49,567,316) | | |
Allocation of offering costs to common
stock subject to redemption |
| | | | — | | | | | | — | | | | | | 3,597,356 | | | | | | — | | | | | | 3,597,356 | | |
Deduction of increases of carrying value of redeemable shares
|
| | | | — | | | | | | — | | | | | | (6,899,510) | | | | | | (1,302,460) | | | | | | (8,201,970) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (332,241) | | | | | | (332,241) | | |
Balance, December 31, 2021
|
| | | | 1,633,891 | | | | | $ | 163 | | | | | $ | — | | | | | $ | (1,634,701) | | | | | $ | (1,634,538) | | |
| CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | |
|
Net loss
|
| | | $ | (332,241) | | |
| Adjustments to reconcile net loss to net cash used in operating activities: | | | | | | | |
|
Interest earned on marketable securities held in Trust Account
|
| | | | (2,233) | | |
| Changes in operating assets and liabilities: | | | | | | | |
|
Prepaid expenses
|
| | | | (28,750) | | |
|
Accounts payable and accrued expenses
|
| | | | 110,932 | | |
|
Net cash flows used in operating activities
|
| | | | (252,292) | | |
| CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | |
|
Cash released remitted to Trust Account
|
| | | | (54,171,930) | | |
|
Net cash flows used in financing activities
|
| | | | (54,171,930) | | |
| CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | |
|
Proceeds from sale of Private Units
|
| | | | 1,933,430 | | |
|
Proceeds from Initial Public Offering
|
| | | | 54,171,930 | | |
|
Proceeds from issuance of common stock to Sponsor
|
| | | | 25,000 | | |
|
Payment of underwriter compensation
|
| | | | (1,083,439) | | |
|
Payment of offering costs
|
| | | | (281,270) | | |
|
Proceeds from promissory note – related party
|
| | | | 80,264 | | |
|
Repayment of promissory note – related party
|
| | | | (80,264) | | |
|
Net cash flows provided by financing activities
|
| | | | 54,765,651 | | |
|
NET INCREASE IN CASH
|
| | | | 341,429 | | |
|
CASH, BEGINNING OF PERIOD
|
| | | | — | | |
|
CASH, END OF PERIOD
|
| | | $ | 341,429 | | |
| Non-cash investing and financing activities: | | | | | | | |
|
Representative shares issued and charged to offering costs
|
| | | $ | 670,809 | | |
|
Deferred underwriting fee payable
|
| | | $ | 1,896,018 | | |
|
Gross proceeds
|
| | | $ | 54,171,930 | | |
| Less: | | | | | | | |
|
Proceeds allocated to public rights
|
| | | | (4,604,614) | | |
|
Allocation of offering costs related to redeemable shares
|
| | | | (3,597,356) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 8,201,970 | | |
|
Common stock subject to possible redemption
|
| | | $ | 54,171,930 | | |
| | |
For the period from
March 2, 2021 to December 31, 2021 |
| |||
Net Loss
|
| | | $ | (332,241) | | |
Accretion of temporary equity into redemption value
|
| | | | (8,201,970) | | |
Net loss including accretion of equity into redemption value
|
| | | $ | (8,534,211) | | |
| | |
For the period from March 2, 2021
To December 31, 2021 |
| |||||||||
| | |
Redeemable
shares |
| |
Non-
Redeemable shares |
| ||||||
Basic and diluted net income (loss) per share: | | | | | | | | | | | | | |
Numerators: | | | | | | | | | | | | | |
Allocation of net loss including accretion of temporary equity
|
| | | $ | (6,168,111) | | | | | $ | (2,366,100) | | |
Accretion of temporary equity to redemption value
|
| | | | 8,201,970 | | | | | | — | | |
Allocation of net income (loss)
|
| | | $ | 2,033,859 | | | | | $ | (2,366,100) | | |
Denominators: | | | | | | | | | | | | | |
Weighted-average shares outstanding
|
| | | | 3,975,127 | | | | | | 1,524,867 | | |
Basic and diluted net income (loss) per share
|
| | | | 0.51 | | | | | | (1.55) | | |
| | |
December 31,
2021 |
| |||
Deferred tax asset | | | | | | | |
Net operating loss carryforward
|
| | | $ | 11,839 | | |
Startup/Organization Expenses
|
| | | | 57,932 | | |
Total deferred tax asset
|
| | | | 69,771 | | |
Valuation allowance
|
| | | | (69,771) | | |
Deferred tax asset, net of allowance
|
| | | $ | — | | |
| | |
For the period from
March 2, 2021 (inception) through December 31, 2021 |
| |||
Federal | | | | | | | |
Current
|
| | | $ | — | | |
Deferred
|
| | | | (69,771) | | |
State | | | | | | | |
Current
|
| | | $ | — | | |
Deferred
|
| | | | — | | |
Change in valuation allowance
|
| | | | 69,771 | | |
Income tax provision
|
| | | $ | — | | |
| | |
For the period from
March 2, 2021 (inception) through December 31, 2021 |
| |||
Statutory federal income tax rate
|
| | | | 21.0% | | |
State taxes, net of federal tax benefit
|
| | | | 0.0% | | |
Change in valuation allowance
|
| | | | (21.0)% | | |
Income tax provision
|
| | | | 0.0% | | |
| | |
As Reported
|
| |
Adjustment
|
| |
As Adjusted
|
| |||||||||
Revised Balance Sheet | | | | | | | | | | | | | | | | | | | |
Common stock subject to redemption
|
| | | $ | 43,842,720 | | | | | $ | 6,157,280 | | | | | $ | 50,000,000 | | |
Stockholders’ equity (deficit) | | | | | | | | | | | | | | | | | | | |
Common stock, $0.001 par value
|
| | | | 233 | | | | | | (62) | | | | | | 171 | | |
Additional paid-in-capital
|
| | | | 5,000,777 | | | | | | (5,000,777) | | | | | | — | | |
Accumulated deficit
|
| | | | (1,000) | | | | | | (1,156,441) | | | | | | (1,157,441) | | |
Total stockholders’ equity
|
| | | $ | 5,000,010 | | | | | $ | (6,157,280) | | | | | $ | (1,157,270) | | |
| | |
As Reported
|
| |
Adjustment
|
| |
As Adjusted
|
| |||||||||
Condensed Statements of Changes in Stockholders’ Equity (Deficit)
|
| | | | | | | | | | | | | | | | | | |
Offering costs
|
| | | $ | (4,123,227) | | | | | $ | 191,691 | | | | | $ | (3,931,536) | | |
Initial measurement of Common Stock Subject to Redemption under ASC 480-10-S99 against additional paid-in capital
|
| | | $ | (53,873,984) | | | | | $ | 4,306,668 | | | | | $ | (49,567,316) | | |
Allocation of offering costs to common stock subject to redemption
|
| | | $ | 4,100,549 | | | | | $ | (503,193) | | | | | $ | 3,597,356 | | |
Deduction for increases of carrying value of redeemable shares
|
| | | $ | (4,398,495) | | | | | $ | (3,803,475) | | | | | $ | (8,201,970) | | |
| | |
For the three months ended
June 30, 2021 |
| |
For the period from March 2, 2021 to
June 30, 2021 |
| ||||||||||||||||||||||||||||||
| | |
As Reported
|
| |
Adjustment
|
| |
As Adjusted
|
| |
As Reported
|
| |
Adjustment
|
| |
As Adjusted
|
| ||||||||||||||||||
Revised Statement of Operations | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Basic and diluted net income (loss) per share, redeemable common stock
|
| | | $ | 0.68 | | | | | $ | 0.62 | | | | | $ | 1.30 | | | | | $ | 2.73 | | | | | $ | (0.74) | | | | | $ | 1.99 | | |
Basic and diluted net income
(loss) per share, non-redeemable common stock |
| | | $ | (1.20) | | | | | $ | (1.03) | | | | | $ | (2.23) | | | | | $ | (1.95) | | | | | $ | (0.71) | | | | | $ | (2.66) | | |
| | |
December 31,
2021 |
| |
Quoted
Prices in Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| ||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Trust Account
|
| | | $ | 54,174,163 | | | | | $ | 54,174,163 | | | | | | — | | | | | | — | | |
| | |
September 30, 2022
(Unaudited) |
| |
December 31, 2021
(Audited) |
| ||||||
ASSETS | | | | | | | | | | | | | |
Current Assets | | | | | | | | | | | | | |
Cash
|
| | | $ | 284 | | | | | $ | 341,429 | | |
Prepaid expenses
|
| | | | 35,506 | | | | | | 28,750 | | |
Marketable securities held in Trust Account
|
| | | | 54,438,427 | | | | | | 54,174,163 | | |
TOTAL ASSETS
|
| | | $ | 54,474,217 | | | | | $ | 54,544,342 | | |
LIABILITIES AND STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | | |
Accounts payable and accrued expenses
|
| | | $ | 112,229 | | | | | $ | 110,932 | | |
Income taxes payable
|
| | | | 41,348 | | | | | | — | | |
Convertible note – related party
|
| | | | 100,000 | | | | | | — | | |
Deferred underwriting fee payable
|
| | | | 1,896,018 | | | | | | 1,896,018 | | |
Total liabilities
|
| | | | 2,149,595 | | | | | | 2,006,950 | | |
COMMITMENTS AND CONTINGENCIES | | | | | | | | | | | | | |
Common stock subject to possible redemption, $0.0001 par value, 5,417,193 shares at redemption value of $10.03 per share at September 30, 2022 and $10.00 per share at December 31, 2021
|
| | | | 54,327,479 | | | | | | 54,171,930 | | |
STOCKHOLDERS’ DEFICIT | | | | | | | | | | | | | |
Common Stock; $0.0001 par value; 30,000,000 shares authorized; 1,633,891 shares issued and outstanding (excluding 5,417,193 shares subject to possible redemption), as of September 30, 2022 and December 31, 2021
|
| | | | 163 | | | | | | 163 | | |
Additional paid-in capital
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (2,003,020) | | | | | | (1,634,701) | | |
Total Stockholders’ Deficit
|
| | | | (2,002,857) | | | | | | (1,634,538) | | |
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
| | | $ | 54,474,217 | | | | | $ | 54,544,342 | | |
| | |
Three Months Ended
September 30, |
| |
Nine Months Ended
September 30, |
| |
For The Period from
March 2, 2021 (Inception) Through September 30, |
| |||||||||||||||
| | |
2022
|
| |
2021
|
| |
2022
|
| |
2021
|
| ||||||||||||
General and administrative
|
| | | $ | 211,469 | | | | | $ | 117,631 | | | | | $ | 494,293 | | | | | $ | 211,655 | | |
LOSS FROM OPERATIONS
|
| | | | (211,469) | | | | | | (117,631) | | | | | | (494,293) | | | | | | (211,655) | | |
Other income: | | | | | | | | | | | | | | | | | | | | | | | | | |
Interest earned on marketable securities held
in Trust Account |
| | | | 244,266 | | | | | | 697 | | | | | | 322,871 | | | | | | 1,088 | | |
Income (Loss) before provision for income taxes
|
| | | | 32,797 | | | | | | (116,934) | | | | | | (171,422) | | | | | | (210,567) | | |
Provision for income taxes
|
| | | | (39,995) | | | | | | — | | | | | | (41,348) | | | | | | — | | |
Net loss
|
| | | $ | (7,198) | | | | | $ | (116,934) | | | | | $ | (212,770) | | | | | $ | (210,567) | | |
Weighted average shares outstanding of redeemable common stock
|
| | | | 5,417,193 | | | | | | 5,417,193 | | | | | | 5,417,193 | | | | | | 3,349,325 | | |
Basic and diluted net income (loss) per share, common stock
|
| | | $ | 0.01 | | | | | $ | (0.02) | | | | | $ | (0.02) | | | | | $ | 0.71 | | |
Weighted average shares outstanding of non-redeemable common stock
|
| | | | 1,633,891 | | | | | | 1,633,891 | | | | | | 1,633,891 | | | | | | 1,477,554 | | |
Basic and diluted net income (loss) per share, non-redeemable common stock
|
| | | $ | (0.02) | | | | | $ | (0.02) | | | | | $ | (0.05) | | | | | $ | (1.74) | | |
| | |
Common stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
Stockholders’ Deficit |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, January 1, 2022
|
| | | | 1,633,891 | | | | | $ | 163 | | | | | $ | — | | | | | $ | (1,634,701) | | | | | $ | (1,634,538) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (166,086) | | | | | | (166,086) | | |
Balance, March 31, 2022
|
| | | | 1,633,891 | | | | | | 163 | | | | | | — | | | | | | (1,800,787) | | | | | | (1,800,624) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (39,486) | | | | | | (39,486) | | |
Balance, June 30, 2022
|
| | | | 1,633,891 | | | | | | 163 | | | | | | — | | | | | | (1,840,273) | | | | | | (1,840,110) | | |
Accretion for common stock to redemption amount
|
| | | | — | | | | | | — | | | | | | — | | | | | | (155,549) | | | | | | (155,549) | | |
Net income
|
| | | | — | | | | | | — | | | | | | — | | | | | | (7,198) | | | | | | (7,198) | | |
Balance, September 30, 2022
|
| | | | 1,633,891 | | | | | $ | 163 | | | | | $ | — | | | | | $ | (2,003,020) | | | | | $ | (2,002,857) | | |
| | |
Common Stock
|
| |
Additional
paid-in capital |
| |
Accumulated
deficit |
| |
Total
Stockholders’ Equity (Deficit) |
| ||||||||||||||||||
| | |
Shares
|
| |
Amount
|
| ||||||||||||||||||||||||
Balance, March 2, 2021 (inception)
|
| | | | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Issuance of common stock to Sponsor
|
| | | | 1,437,500 | | | | | | 144 | | | | | | 24,856 | | | | | | — | | | | | | 25,000 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (1,000) | | | | | | (1,000) | | |
Balance, March 31, 2021
|
| | | | 1,437,500 | | | | | | 144 | | | | | | 24,856 | | | | | | (1,000) | | | | | | 24,000 | | |
Measurement of redeemable shares under
ASC 480-10-S99 |
| | | | — | | | | | | — | | | | | | 4,604,614 | | | | | | — | | | | | | 4,604,614 | | |
Allocation of offering costs related to redeemable shares
|
| | | | — | | | | | | — | | | | | | 3,597,356 | | | | | | — | | | | | | 3,597,356 | | |
Offering costs
|
| | | | — | | | | | | — | | | | | | (3,931,536) | | | | | | — | | | | | | (3,931,536) | | |
Sale of Private Placement Units
|
| | | | 193,343 | | | | | | 18 | | | | | | 1,933,412 | | | | | | — | | | | | | 1,933,430 | | |
Issuance of Representative Shares
|
| | | | 86,250 | | | | | | 9 | | | | | | 670,800 | | | | | | — | | | | | | 670,809 | | |
Forfeiture of Founder Shares
|
| | | | (83,202) | | | | | | (8) | | | | | | 8 | | | | | | — | | | | | | — | | |
Accretion for common stock to redemption amount
|
| | | | — | | | | | | — | | | | | | (6,899,510) | | | | | | (1,302,460) | | | | | | (8,201,970) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (92,633) | | | | | | (92,633) | | |
Balance, June 30, 2021
|
| | | | 1,633,891 | | | | | | 163 | | | | | | — | | | | | | (1,396,093) | | | | | | (1,395,930) | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | (116,934) | | | | | | (116,934) | | |
Balance, September 30, 2021
|
| | | | 1,633,891 | | | | | $ | 163 | | | | | $ | — | | | | | $ | (1,513,027) | | | | | $ | (1,512,864) | | |
| | |
Nine Months Ended
September 30, 2022 |
| |
For the period from
March 2, 2021 (Inception) through September 30, 2021 |
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES | | | | | | | | | | | | | |
Net loss
|
| | | $ | (212,770) | | | | | $ | (210,567) | | |
Adjustments to reconcile net loss to net cash used in operating activities:
|
| | | | | | | | | | | | |
Interest earned on marketable securities held in Trust Account
|
| | | | (322,871) | | | | | | (1,088) | | |
Changes in operating assets and liabilities:
|
| | | | | | | | | | | | |
Prepaid expenses
|
| | | | (6,756) | | | | | | (46,000) | | |
Income taxes payable
|
| | | | 41,348 | | | | | | — | | |
Accounts payable and accrued expenses
|
| | | | 1,297 | | | | | | 35,556 | | |
Net cash flows used in operating activities
|
| | | | (499,752) | | | | | | (222,099) | | |
CASH FLOWS FROM INVESTING ACTIVITIES | | | | | | | | | | | | | |
Cash withdrawn from Trust Account to pay franchise and income
taxes |
| | | | 58,607 | | | | | | — | | |
Investment of cash into Trust Account
|
| | | | — | | | | | | (54,171,930) | | |
Net cash flows provided by (used in) investing activities
|
| | | | 58,607 | | | | | | (54,171,930) | | |
CASH FLOWS FROM FINANCING ACTIVITIES | | | | | | | | | | | | | |
Proceeds from issuance of common stock to the sponsor
|
| | | | — | | | | | | 25,000 | | |
Proceeds from sale of Units
|
| | | | — | | | | | | 54,171,930 | | |
Payment of underwriter compensation
|
| | | | — | | | | | | (1,083,439) | | |
Proceeds from sale of Private Placement Units
|
| | | | — | | | | | | 1,933,430 | | |
Proceeds from convertible promissory note – related party
|
| | | | 100,000 | | | | | | — | | |
Proceeds from promissory note – related party
|
| | | | — | | | | | | 80,264 | | |
Repayment of promissory note – related party
|
| | | | — | | | | | | (80,264) | | |
Payment of offering costs
|
| | | | — | | | | | | (281,270) | | |
Net cash flows provided by financing activities
|
| | | | 100,000 | | | | | | 54,765,651 | | |
NET CHANGE IN CASH
|
| | | | (341,145) | | | | | | 371,622 | | |
CASH, BEGINNING OF PERIOD
|
| | | | 341,429 | | | | | | — | | |
CASH, END OF PERIOD
|
| | | $ | 284 | | | | | $ | 371,622 | | |
Supplemental disclosure of noncash investing and financing activities: | | | | | | | | | | | | | |
Issuance of Representative Shares
|
| | | $ | — | | | | | $ | 670,809 | | |
Offering costs paid through promissory note
|
| | | $ | — | | | | | $ | 80,264 | | |
Accretion to Class A common stock subject to possible redemption
|
| | | $ | 155,549 | | | | | $ | 8,201,970 | | |
Deferred underwriting fee payable
|
| | | $ | — | | | | | $ | 1,896,018 | | |
Forfeiture of Founder Shares
|
| | | $ | — | | | | | $ | (8) | | |
|
Gross proceeds
|
| | | $ | 54,171,930 | | |
| Less: | | | | | | | |
|
Proceeds allocated to public rights
|
| | | | (4,604,614) | | |
|
Allocation of offering costs related to redeemable shares
|
| | | | (3,597,356) | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 8,201,970 | | |
|
Common stock subject to possible redemption, December 31, 2021
|
| | | | 54,171,930 | | |
| Plus: | | | | | | | |
|
Accretion of carrying value to redemption value
|
| | | | 155,549 | | |
|
Common stock subject to possible redemption, September 30, 2022
|
| | | $ | 54,327,479 | | |
| | |
For the three months ended
September 30, |
| |
For the nine months ended
September 30, 2022 |
| |
For the Period From March 2, 2021
(Inception) Through September 30, 2021 |
| |||||||||||||||||||||||||||||||||||||||
| | |
2022
|
| |
2021
|
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Redeemable
Shares |
| |
Non-
Redeemable Shares |
| |
Redeemable
Shares |
| |
Non-
Redeemable Shares |
| |
Redeemable
Shares |
| |
Non-
Redeemable Shares |
| |
Redeemable
Shares |
| |
Non-
Redeemable Shares |
| ||||||||||||||||||||||||
Basic and diluted net income (loss) per share:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Numerators: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Allocation of net loss including accretion
of temporary equity |
| | | $ | (125,035) | | | | | | (37,712) | | | | | $ | (89,838) | | | | | | (27,096) | | | | | $ | (282,971) | | | | | | (85,348) | | | | | $ | (5,837,379) | | | | | | (2,575,158) | | |
Accretion of temporary equity to redemption value
|
| | | | 155,549 | | | | | | — | | | | | | — | | | | | | — | | | | | | 155,549 | | | | | | — | | | | | | 8,201,970 | | | | | | — | | |
Allocation of net income (loss)
|
| | | $ | 30,514 | | | | | $ | (37,712) | | | | | $ | (89,838) | | | | | $ | (27,096) | | | | | $ | (127,422) | | | | | $ | (85,348) | | | | | $ | 2,364,591 | | | | | $ | (2,575,158) | | |
Denominator: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Weighted-average shares outstanding
|
| | | | 5,417,193 | | | | | | 1,633,891 | | | | | | 5,417,193 | | | | | | 1,633,891 | | | | | | 5,417,193 | | | | | | 1,633,891 | | | | | | 3,349,325 | | | | | | 1,477,554 | | |
Basic and diluted net income (loss)
per share |
| | | $ | 0.01 | | | | | $ | (0.02) | | | | | $ | (0.02) | | | | | $ | (0.02) | | | | | $ | (0.02) | | | | | $ | (0.05) | | | | | $ | 0.71 | | | | | $ | (1.74) | | |
| | |
September 30,
2022 |
| |
December 31,
2021 |
| |
Quoted
Prices in Active Markets (Level 1) |
| |
Significant Other
Observable Inputs (Level 2) |
| |
Significant Other
Unobservable Inputs (Level 3) |
| |||||||||||||||
Assets: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Marketable Securities held in Trust Account
|
| | | $ | 54,438,427 | | | | | $ | — | | | | | $ | 54,438,427 | | | | | $ | — | | | | | $ | — | | |
Marketable Securities held in Trust Account
|
| | | $ | — | | | | | $ | 54,174,163 | | | | | $ | 54,174,163 | | | | | $ | — | | | | | $ | — | | |
| | | | ||
| Financial Statements for the Years Ended December 31, 2021 and 2020: | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | | | | F-90 | | | |
| Financial Statements: | | | | | | | |
| | | | | F-91 | | | |
| | | | | F-92 | | | |
| | | | | F-93 | | | |
| | | | | F-94 | | | |
| | | | | F-95 | | |
| | | | | F-109 | | | |
| Financial Statements: | | | | | | | |
| | | | | F-110 | | | |
| | | | | F-111 | | | |
| | | | | F-112 | | | |
| | | | | F-113 | | | |
| | | | | F-114 | | |
| | | | | F-127 | | | |
| | | | | F-128 | | | |
| | | | | F-129 | | | |
| | | | | F-130 | | | |
| | | | | F-131 | | |
| | |
As of December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 4,949,540 | | | | | $ | — | | |
Restricted cash, current
|
| | | | 6,281,783 | | | | | | — | | |
Accounts receivable, net
|
| | | | 8,871,037 | | | | | | — | | |
Inventories
|
| | | | 2,290,803 | | | | | | — | | |
Advances to suppliers
|
| | | | 603,817 | | | | | | — | | |
Prepaid expenses and other receivables, net
|
| | | | 3,534,582 | | | | | | — | | |
Total current assets
|
| | | | 26,531,562 | | | | | | — | | |
Restricted cash, non-current
|
| | | | 792,074 | | | | | | — | | |
Property, plant and equipment, net
|
| | | | 19,608,635 | | | | | | — | | |
Land use right, net
|
| | | | 556,551 | | | | | | — | | |
Intangible assets, net
|
| | | | 817,640 | | | | | | — | | |
Prepayments for investments in real property
|
| | | | 874,403 | | | | | | — | | |
Amounts due from related parties
|
| | | | 815,784 | | | | | | — | | |
Finance lease assets, net
|
| | | | 1,446,490 | | | | | | — | | |
Right-of-use assets, net
|
| | | | 9,970,336 | | | | | | — | | |
Security deposits
|
| | | | 260,859 | | | | | | — | | |
Deferred tax assets, net
|
| | | | 89,109 | | | | | | — | | |
Goodwill
|
| | | | 160,128,167 | | | | | | — | | |
Total non-current assets
|
| | | | 195,360,048 | | | | | | — | | |
TOTAL ASSETS
|
| | | $ | 221,891,610 | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Bank loans
|
| | | | 3,149,407 | | | | | | — | | |
Long-term bank loan – current portion
|
| | | | 492,993 | | | | | | — | | |
Notes payable
|
| | | | 3,797,706 | | | | | | — | | |
Accounts payable
|
| | | | 7,737,595 | | | | | | — | | |
Accrued expenses and other current liabilities
|
| | | | 15,748,612 | | | | | | — | | |
Finance lease payable, current
|
| | | | 1,376,410 | | | | | | — | | |
Operating lease payable, current
|
| | | | 2,244,088 | | | | | | — | | |
Contract liabilities
|
| | | | 3,977,404 | | | | | | — | | |
Total current liabilities
|
| | |
|
38,524,215
|
| | | | | — | | |
Finance lease payable, non-current
|
| | | | 1,391 | | | | | | — | | |
Operating lease payable, non-current
|
| | | | 7,945,831 | | | | | | — | | |
Amounts due to related parties
|
| | | | 21,156,739 | | | | | | — | | |
Total non-current liabilities
|
| | | | 29,103,961 | | | | | | — | | |
TOTAL LIABILITIES
|
| | |
|
67,628,176
|
| | | | | — | | |
Commitments and contingencies
|
| | | | — | | | | | | — | | |
Equity | | | | | | | | | | | | | |
Class B ordinary shares (US$0.0001 par value per share; $3,000 of authorized capital; 3,300,000 shares issued and outstanding as of December 31, 2021 and 2020;
|
| | | | 330 | | | | | | 330 | | |
Class A ordinary shares (US$0.0001 par value per share; $47,000 authorized capital; 23,100,500 and 7,519,629 shares
issued and outstanding as of December 31, 2021 and 2020; |
| | | | 2,310 | | | | | | 752 | | |
Additional paid-in capital
|
| | | | 157,039,335 | | | | | | 1,248,918 | | |
Subscription receivable
|
| | | | (616,469) | | | | | | (931,818) | | |
Statutory reserve
|
| | | | 16,735 | | | | | | — | | |
Accumulated deficit
|
| | | | (10,861,545) | | | | | | (318,182) | | |
Accumulated other comprehensive income
|
| | | | 352,192 | | | | | | — | | |
Etao’s shareholders’ equity
|
| | | | 145,932,888 | | | | | | — | | |
Non-controlling interest
|
| | | | 8,330,546 | | | | | | — | | |
TOTAL EQUITY
|
| | | | 154,263,434 | | | | |
|
—
|
| |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | | $ | 221,891,610 | | | | | $ | — | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net revenue
|
| | | $ | 59,793,421 | | | | | $ | — | | |
Cost of revenue
|
| | | | (40,961,326) | | | | | | — | | |
Gross profit
|
| | | | 18,832,095 | | | | | | — | | |
Operating expenses: | | | | | | | | | | | | | |
Selling expenses
|
| | | | (7,845,843) | | | | | | — | | |
General and administrative expenses
|
| | | | (16,118,628) | | | | | | (318,182) | | |
Research and development expenses
|
| | | | (918,631) | | | | | | — | | |
Total operating expenses
|
| | | | (24,883,102) | | | | | | (318,182) | | |
Income (loss) from operations
|
| | | | (6,051,007) | | | | | | (318,182) | | |
Other income (loss): | | | | | | | | | | | | | |
Other income
|
| | | | 472,469 | | | | | | — | | |
Interest income
|
| | | | 130,157 | | | | | | — | | |
Impairment on equity investments
|
| | | | (3,905,775) | | | | | | — | | |
Interest expense
|
| | | | (541,423) | | | | | | — | | |
Other expense
|
| | | | (184,203) | | | | | | — | | |
Total other income (loss)
|
| | | | (4,028,775) | | | | | | — | | |
Profit (loss) before income tax expense
|
| | | | (10,079,782) | | | | | | (318,182) | | |
Income tax expense
|
| | | | (504,187) | | | | | | — | | |
Net profit (loss)
|
| | | $ | (10,583,969) | | | | | $ | (318,182) | | |
Non-controlling interest (income) loss
|
| | | | 40,606 | | | | | | — | | |
Net profit attributed to shareholders
|
| | | | (10,543,363) | | | | | | (318,182) | | |
Other comprehensive income:
|
| | | | | | | | | | | | |
Foreign currency translation gain, net of income taxes
|
| | | | 352,192 | | | | | | — | | |
Total comprehensive income (loss)
|
| | | $ | (10,191,171) | | | | | $ | (318,182) | | |
Loss per class B ordinary share, basic and diluted
|
| | | | (0.48) | | | | | | (0.03) | | |
Weighted average number of class B ordinary shares outstanding, basic and diluted
|
| | | | 3,300,000 | | | | | | 3,300,000 | | |
Loss per class A ordinary share, basic and diluted
|
| | | | (0.48) | | | | | | (0.03) | | |
Weighted average number of class A ordinary shares outstanding, basic and diluted
|
| | | | 18,480,435 | | | | | | 7,478,154 | | |
| | |
Class B
Ordinary shares |
| |
Class A
Ordinary shares |
| |
Additional
paid-in capital |
| |
Subscription
receivable |
| |
Statutory
reserve |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income (loss) |
| |
Total Etao’s
shareholder’s equity |
| |
Non-
controlling interests |
| |
Total
Equity |
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Share
|
| |
Amount
|
| |
Share
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2019
|
| | | | 3,300,000 | | | | | $ | 330 | | | | | | 7,464,329 | | | | | $ | 746 | | | | | $ | 48,924 | | | | | $ | (50,000) | | | | | $ | (50,000) | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Shares issued for cash
proceeds |
| | | | | | | | | | | | | | | | 55,300 | | | | | | 6 | | | | | | 1,199,994 | | | | | | (881,818) | | | | | | — | | | | | | — | | | | | | — | | | | | | 318,182 | | | | | | — | | | | | | 318,182 | | |
Net loss
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (318,182) | | | | | | — | | | | | | (318,182) | | | | | | — | | | | | | (318,182) | | |
Balance as of December 31, 2020
|
| | | | 3,300,000 | | | | | | 330 | | | | | | 7,519,629 | | | | | | 752 | | | | | | 1,248,918 | | | | | | (931,818) | | | | | | — | | | | | | (318,182) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net (loss) income
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (10,543,363) | | | | | | — | | | | | | (10,543,363) | | | | | | (40,606) | | | | | | (10,583,969) | | |
Shares issued for acquisition
|
| | | | — | | | | | | — | | | | | | 14,704,271 | | | | | | 1,470 | | | | | | 147,024,505 | | | | | | — | | | | | | 16,735 | | | | | | — | | | | | | — | | | | | | 147,042,710 | | | | | | 8,371,152 | | | | | | 155,413,862 | | |
Shares issued for equity investment
|
| | | | — | | | | | | — | | | | | | 376,600 | | | | | | 38 | | | | | | 3,765,962 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3,766,000 | | | | | | — | | | | | | 3,766,000 | | |
Share-based compensation expenses
|
| | | | — | | | | | | — | | | | | | 500,000 | | | | | | 50 | | | | | | 4,999,950 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 5,000,000 | | | | | | — | | | | | | 5,000,000 | | |
Proceeds from founders
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 315,349 | | | | | | — | | | | | | — | | | | | | — | | | | | | 315,349 | | | | | | — | | | | | | 315,349 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 352,192 | | | | | | 352,192 | | | | | | — | | | | | | 352,192 | | |
Balance as of December 31, 2021
|
| | | | 3,300,000 | | | | | $ | 330 | | | | | | 23,100,500 | | | | | $ | 2,310 | | | | | $ | 157,039,335 | | | | | $ | (616,469) | | | | | $ | 16,735 | | | | | $ | (10,861,545) | | | | | $ | 352,192 | | | | | $ | 145,932,888 | | | | | $ | 8,330,546 | | | | | $ | 154,263,434 | | |
| | |
2021
|
| |
2020
|
| ||||||
Net profit attributed to shareholders
|
| | | $ | (10,543,363) | | | | | $ | (318,182) | | |
Adjustment: | | | | | | | | | | | | | |
Non-controlling interest
|
| | | | (40,606) | | | | | | — | | |
Depreciation and amortization
|
| | | | 1,885,693 | | | | | | — | | |
Bad debt provision
|
| | | | 237,960 | | | | | | — | | |
Impairment for equity investment
|
| | | | 3,905,775 | | | | | | — | | |
Shares issued for compensation
|
| | | | 5,000,000 | | | | | | — | | |
Changes in operating assets: | | | | | | | | | | | | | |
Decrease/(increase) of restricted cash, current
|
| | | | (3,173,712) | | | | | | — | | |
Decrease/(increase) of accounts receivable
|
| | | | (2,153,056) | | | | | | — | | |
Decrease/(increase) of advances to suppliers
|
| | | | (45,552) | | | | | | — | | |
Decrease/(increase) of prepaid expenses and other receivables
|
| | | | 200,967 | | | | | | — | | |
Decrease/(increase) of inventories
|
| | | | (30,466) | | | | | | — | | |
Decrease/(increase) of deferred tax assets
|
| | | | (16,078) | | | | | | — | | |
Increase/(decrease) of accounts payable
|
| | | | 719,562 | | | | | | — | | |
Increase/(decrease) of advances from customers
|
| | | | (84,279) | | | | | | — | | |
Increase/(decrease) of accrued expenses and other payables
|
| | | | 3,728,918 | | | | | | — | | |
Increase/(decrease) of lease liabilities
|
| | | | 116,529 | | | | | | — | | |
Cash (used in) / provided by operating activities
|
| | |
|
(291,708)
|
| | | | | (318,182) | | |
Purchase of property, plant and equipment
|
| | | | (2,280,749) | | | | | | — | | |
Acquiring of intangible assets and long-term prepaid expenses
|
| | | | (7,202) | | | | | | — | | |
Proceeds on disposal of equity investment
|
| | | | 15,531 | | | | | | — | | |
Proceeds from disposal of investment in real property
|
| | | | 226,213 | | | | | | — | | |
Proceeds from rental deposit
|
| | | | 20,640 | | | | | | — | | |
Cash increased by acquisition
|
| | | | 7,985,084 | | | | | | — | | |
Cash provided by / (used in) investing activities
|
| | |
|
5,959,517
|
| | | | | — | | |
Proceeds/(repayment) of bank loans, net
|
| | | | (40,020) | | | | | | — | | |
Proceeds/(repayment) of note payable, net
|
| | | | (2,305,982) | | | | | | — | | |
Proceeds/(repayment) from related parties
|
| | | | 2,485,694 | | | | | | — | | |
Repayment of finance lease liability
|
| | | | (1,217,907) | | | | | | — | | |
Proceeds from issuance of shares
|
| | | | 315,459 | | | | | | 318,182 | | |
Dividend paid to non-controlling shareholders of a subsidiary
|
| | | | (11,559) | | | | | | — | | |
Cash provided by/ (used in) financing activities
|
| | |
|
(774,315)
|
| | | | | — | | |
Foreign currency effect
|
| | | | 56,046 | | | | | | — | | |
Total cash flow
|
| | | $ | 4,949,540 | | | | | $ | — | | |
Cash as of January 1,
|
| | | | — | | | | | | — | | |
Cash as of December 31,
|
| | | | 4,949,540 | | | | | | — | | |
Net cash increase/(decrease)
|
| | | $ | 4,949,540 | | | | | $ | — | | |
Supplementary information | | | | | | | | | | | | | |
Taxes paid
|
| | | | 45,126 | | | | | | — | | |
Interest paid
|
| | | | 480,092 | | | | | | — | | |
Name
|
| |
Date of
Incorporation |
| |
Percentage of
effective ownership |
| |
Principal
Activities |
|
Subsidiaries | | | | | | | | | | |
ETAO International Healthcare Technology Ltd. | | |
August 31, 2020
|
| |
100%
|
| |
WFOE, Technology
|
|
VIE and subsidiaries of VIE | | | | | | | | | | |
Aaliance Insurance Brokers Co., Ltd and its 20 branches in China | | |
July 14, 2010
|
| |
VIE, 85% owned
|
| |
Insurance Broker
|
|
Shanghai Weiming Info-tech Co., Ltd | | |
November 10, 2017
|
| |
90% owned
subsidiary of 85% owned VIE |
| |
Software, online advertising support
|
|
Shandong Duorui Info-tech Co., Ltd. | | |
March 6, 2019
|
| |
70% owned
subsidiary of 85% owned VIE |
| |
Software, online advertising support
|
|
Shandong Jingkai Info-tech Co., Ltd. | | |
August 11, 2020
|
| |
70% owned
subsidiary of 85% owned VIE |
| |
Software, online advertising support
|
|
Jiangxi Qianhu Healthcare Group (Qianhu) | | |
July 1, 2019
|
| |
51% owned VIE
|
| |
Cosmetology Hospital
|
|
Changsha Zhuoermei Medical Cosmetology Co., Ltd | | |
February 14, 2010
|
| |
100% owned
subsidiary of 51% owned VIE |
| |
Cosmetology Hospital
|
|
Yichun Aicite Medical Cosmetology Co., Ltd. | | |
March 6, 2018
|
| |
100% owned
subsidiary of 51% owned VIE |
| |
Cosmetology Hospital
|
|
Nanchang Ailaifu Medical Cosmetology Co., Ltd. | | |
September 11, 2015
|
| |
80% owned
subsidiary of 51% owned VIE |
| |
Cosmetology Hospital
|
|
Nanchang Hongpingguo Medical Cosmetology Co., Ltd. | | |
September30, 2016
|
| |
80% owned
subsidiary of 51% owned VIE |
| |
Cosmetology Hospital
|
|
Changsha Keyanmei Medical Cosmetology Co., Ltd. | | |
June 23, 2015
|
| |
51% owned
subsidiary of 51% owned VIE |
| |
Cosmetology Hospital
|
|
Hangzhou 6D Dental Medical Technology Co., Ltd. | | |
August 30, 2010
|
| |
51% owned VIE
|
| |
Dental
|
|
Quzhou 6D Dental Clinic Co., Ltd. | | |
March,16, 2015
|
| |
51% owned
subsidiary of 51% owned VIE |
| |
Dental
|
|
Hangzhou Sunsmile Dental Clinic | | |
May 18, 2017
|
| |
60% owned
subsidiary of 51% owned VIE |
| |
Dental
|
|
Chain Workshop (Beijing) Co., Ltd. | | |
August 27, 2003
|
| |
100% owned VIE
|
| |
AI, online healthcare
|
|
Shenzhen Gingularity Information
Technology Co., Ltd |
| |
February 17, 2017
|
| |
100% owned
subsidiary of 100% owned VIE |
| |
AI, online healthcare
|
|
Name
|
| |
Date of
Incorporation |
| |
Percentage of
effective ownership |
| |
Principal
Activities |
|
Henan Shangshan Healthcare Technology Co., Ltd. | | |
August 19, 2019
|
| |
51% owned
subsidiary of 100% owned VIE |
| |
AI, online healthcare
|
|
Nanjing Changguan Info-tech Co., Ltd. | | |
January 5, 2010
|
| |
51% owned
subsidiary of 100% owned VIE |
| |
AI, online healthcare
|
|
Hunan Zhichao Healthcare Technology Limited | | |
August 17, 2017
|
| |
51% owned VIE
|
| |
Healthcare technology
|
|
Hengyang Kangning Health Management Limited | | |
April 28, 2015
|
| |
51% owned VIE
|
| |
Health management
|
|
Guiyang Tianlun Infertility Hospital Limited | | |
March 29, 2021
|
| |
51% owned VIE
|
| |
Hospital
|
|
Mengzhou Minsheng Hospital Limited
|
| |
May 11, 2018
|
| |
51% owned VIE
|
| |
Hospital
|
|
Changxing Zhizhou Hospital Limited | | |
March 5, 2019
|
| |
51% owned VIE
|
| |
Hospital
|
|
Beijing Baihuabaihui Biotech Limited | | |
January 22, 2014
|
| |
55% owned VIE
|
| |
Bio-tech
|
|
Beijing Dnurse Technology Co., Ltd | | |
July 30, 2013
|
| |
67.39% owned VIE
|
| |
Nursing
|
|
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Total assets
|
| | | $ | 65,629,365 | | | | | $ | — | | |
Total liabilities
|
| | | $ | 48,662,345 | | | | | $ | — | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Total net revenue
|
| | | $ | 59,793,421 | | | | | $ | — | | |
Net loss
|
| | | $ | (10,583,969) | | | | | $ | — | | |
Net cash provided by (used in) operating activities
|
| | | $ | 88,869 | | | | | $ | — | | |
Net cash provided by (used in) investing activities
|
| | | $ | 5,894,289 | | | | | $ | — | | |
Net cash provided by (used in) financing activities
|
| | | $ | (1,217,907) | | | | | $ | — | | |
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Non-current Assets | | | | | | | | | | | | | |
Investment in subsidiaries
|
| | | $ | 173,640,463 | | | | | $ | — | | |
Liabilities | | | | | | | | | | | | | |
Amount due to related parties
|
| | | | 22,831,753 | | | | | | — | | |
Shareholder’s equity | | | | | | | | | | | | | |
Class B ordinary shares (US$0.0001 par value per share; $3,000 of
Authorized capital; 3,300,000 shares issued and outstanding as of December 31, 2021 and 2020; |
| | | | 330 | | | | | | 330 | | |
Class A ordinary shares (US$0.0001 par value per share; $47,000 authorized capital; 23,100,500 and 7,519,629 shares issued and outstanding as of December 31, 2021 and 2020;
|
| | | | 2,310 | | | | | | 752 | | |
Additional paid-in capital
|
| | | | 157,056,070 | | | | | | 1,248,918 | | |
Subscription receivable
|
| | | | (616,469) | | | | | | (931,818) | | |
Statutory reserve
|
| | | | — | | | | | | — | | |
Accumulated deficit
|
| | | | (5,633,531) | | | | | | (318,182) | | |
Total shareholder’s equity
|
| | | | 150,808,710 | | | | | | — | | |
Non-controlling interest
|
| | | | — | | | | | | — | | |
Total Equity
|
| | | | 150,808,710 | | | | | | — | | |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY
|
| | | $ | 173,640,463 | | | | | $ | — | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Loss from operations: | | | | | | | | | | | | | |
G&A expenses
|
| | | | (5,315,349) | | | | | | (318,182) | | |
Impairment loss
|
| | | | — | | | | | | — | | |
Equity in loss of subsidiaries
|
| | | $ | — | | | | | $ | — | | |
Net loss
|
| | | $ | (5,315,349) | | | | | $ | (318,182) | | |
Net loss distributable to non-controlling interests
|
| | | | 40,606 | | | | | | — | | |
Net loss distributable to shareholders of Etao
|
| | | | (10,403,587) | | | | | | (318,182) | | |
Loss per class B ordinary share, basic and diluted
|
| | | | (0.48) | | | | | | (0.03) | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Weighted average number of class B ordinary shares outstanding, basic and diluted
|
| | | | 3,300,000 | | | | | | 3,300,000 | | |
Loss per class A ordinary share, basic and diluted
|
| | | | (0.48) | | | | | | (0.03) | | |
Weighted average number of class A ordinary shares outstanding, basic and diluted
|
| | | | 18,480,435 | | | | | | 7,478,154 | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | | | | | | | | | | | | | |
Net loss
|
| | | $ | (5,315,349) | | | | | $ | (318,182) | | |
Shares issued for compensation
|
| | | | 5,000,000 | | | | | | — | | |
Net cash (used in)/provided by operating activities
|
| | | | (315,349) | | | | | | (318,182) | | |
Expenses paid by related parties
|
| | | | 315,349 | | | | | | — | | |
Net cash provided by financing activities
|
| | | | 315,349 | | | | | | — | | |
Net increase in cash and cash equivalents
|
| | | | — | | | | | | — | | |
Cash and cash equivalents, at beginning of year
|
| | | | — | | | | | | — | | |
Cash and cash equivalents, at end of year
|
| | | $ | — | | | | | $ | — | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Balance sheet items, except for equity accounts
|
| | | | 6.3524 | | | | | | 6.5277 | | |
| | |
For the period Ended December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Items in the statements of operations and comprehensive income (loss), and statements of cash flows
|
| | | | 6.4491 | | | | | | 6.9001 | | |
Category
|
| |
Estimated useful lives
|
|
Furniture | | | 5 years | |
Office equipment | | | 3-15 years | |
Vehicle | | | 5 years | |
Medical equipment | | | 5-10 years | |
Buildings | | | 50 years | |
Leasehold improvement | | | The same as the operating lease period | |
Category
|
| |
Estimated useful lives
|
|
Software | | | 5-10 years | |
Land use right | | | 50 years | |
Domain names | | | 5-6 years | |
Trademark and patent | | | 5-20 years | |
Customer relationship | | | 9-10 years | |
| | |
2021
|
| |
2020
|
| ||||||
Net product revenue
|
| | | $ | 5,230,451 | | | | | $ | — | | |
Hospital services revenue
|
| | | | 38,506,728 | | | | | | — | | |
Insurance brokerage
|
| | | | 14,767,668 | | | | | | — | | |
Software and other technical service revenue
|
| | | | 1,288,574 | | | | | | — | | |
Total
|
| | | $ | 59,793,421 | | | | | $ | — | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Accounts receivable
|
| | | | 9,534,951 | | | | | $ | — | | |
Less: allowance for doubtful accounts
|
| | | | (663,914) | | | | | | — | | |
Accounts receivable, net
|
| | | $ | 8,871,037 | | | | | $ | — | | |
| | |
2021
|
| |
2020
|
| ||||||
Balance at beginning of the year
|
| | | | — | | | | | $ | — | | |
Additions of provision
|
| | | | (306,723) | | | | | | — | | |
Additions by acquisition
|
| | | | (346,023) | | | | | | — | | |
Exchange effect
|
| | | | (11,169) | | | | | | — | | |
Balance at end of the year
|
| | | $ | (663,915) | | | | | $ | — | | |
| | |
December 31,
|
| |||||||||
| | | | | | | | |
2020
|
| |||
Raw material
|
| | | | 40,951 | | | | | $ | — | | |
Finished goods
|
| | | | 2,245,303 | | | | | | — | | |
Packing materials
|
| | | | — | | | | | | — | | |
Low value consumables
|
| | | | 83,840 | | | | | | — | | |
Subtotal
|
| | |
|
2,370,094
|
| | | | | — | | |
Less: Inventory write-down
|
| | | | (79,291) | | | | | | — | | |
Inventories, net
|
| | |
$
|
2,290,803
|
| | | | $ | — | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Prepaid expenses
|
| | | | 212,021 | | | | | | — | | |
Prepaid tax
|
| | | | 115,216 | | | | | | — | | |
Loan to third parties(i)
|
| | | | 1,768,810 | | | | | | — | | |
Short-term deposits
|
| | | | 126,765 | | | | | | — | | |
Paid on behalf of customers or suppliers
|
| | | | 117,332 | | | | | | — | | |
Receivable from third parties
|
| | | | 275,689 | | | | | | — | | |
Employee advances
|
| | | | 930,600 | | | | | | — | | |
Others
|
| | | | 323,633 | | | | | | — | | |
Subtotal
|
| | |
|
3,870,066
|
| | | | | — | | |
Less: allowance for doubtful accounts
|
| | | | (335,484) | | | | | | — | | |
Total prepayments and other current assets, net
|
| | |
$
|
3,534,582
|
| | | | $ | — | | |
| | |
2021
|
| |
2020
|
| ||||||
Balance at beginning of the year
|
| | | | — | | | | | $ | — | | |
Additions by acquisition
|
| | | | (397,157) | | | | | | — | | |
Written off
|
| | | | 68,763 | | | | | | — | | |
Exchange effect
|
| | | | (7,090) | | | | | | — | | |
Balance at end of the year
|
| | | $ | (335,484) | | | | | $ | — | | |
| | |
December 31,
|
| |||||||||
| | | | | | | | |
2020
|
| |||
Office equipment
|
| | | | 1,307,842 | | | | | | — | | |
Vehicle
|
| | | | 370,282 | | | | | | — | | |
Medical equipment
|
| | | | 14,552,326 | | | | | | — | | |
Leasehold improvement
|
| | | | 1,834,300 | | | | | | — | | |
Buildings
|
| | | | 15,762,140 | | | | | | — | | |
Subtotal
|
| | | | 33,826,890 | | | | | | — | | |
Less: accumulated depreciation
|
| | | | (14,218,255) | | | | | | — | | |
Property and equipment, net
|
| | | $ | 19,608,635 | | | | | | — | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Original cost
|
| | | | 589,348 | | | | | | — | | |
Less: accumulated amortization
|
| | | | (32,797) | | | | | | — | | |
Land use right, net
|
| | | $ | 556,551 | | | | | $ | — | | |
|
2022
|
| | | $ | 32,797 | | |
|
2023
|
| | | | 32,797 | | |
|
2024
|
| | | | 32,797 | | |
|
2025
|
| | | | 32,797 | | |
|
2026
|
| | | | 32,797 | | |
|
Thereafter
|
| | | | 392,568 | | |
|
Total
|
| | | $ | 556,551 | | |
| | |
December 31,
|
| |||||||||
| | | | | | | | |
2020
|
| |||
Software
|
| | | | 1,551,446 | | | | | $ | — | | |
Subtotal
|
| | | | 1,551,446 | | | | | | — | | |
Less: accumulated amortization
|
| | | | (733,806) | | | | | | — | | |
Intangible asset, net
|
| | | | 817,640 | | | | | $ | — | | |
|
2022
|
| | | $ | 145,422 | | |
|
2023
|
| | | | 113,154 | | |
|
2024
|
| | | | 106,999 | | |
|
2025
|
| | | | 103,346 | | |
|
2026
|
| | | | 100,937 | | |
|
Thereafter
|
| | | | 247,782 | | |
|
Total
|
| | | $ | 817,640 | | |
| | |
December 31,
|
| |||||||||
Investee
|
| |
2021
|
| |
2020
|
| ||||||
Changsha Zhenghe Orthopedics Hospital Limited
|
| | | | 3,766,000 | | | | | | — | | |
Beijing Zhongqihuashang Venture Investment Management Co., Ltd.
|
| | | | 139,775 | | | | | | — | | |
Subtotal
|
| | | | 3,905,775 | | | | | | — | | |
Less: Impairment
|
| | | | (3,905,775) | | | | | | — | | |
Equity investment, net
|
| | | | — | | | | | $ | — | | |
| | |
Aaliance
|
| |
6D
|
| |
Changxing
|
| |
Mengzhou
|
| |
Qianhu
|
| |
Tianlun
|
| ||||||||||||||||||
Net assets at acquisition
|
| | | | (504,043) | | | | | | 1,609,057 | | | | | | 1,080,960 | | | | | | 11,481,201 | | | | | | (1,608,994) | | | | | | 1,491,694 | | |
Non-controlling interest
for original shareholders of the subsidiaries |
| | | | (75,606) | | | | | | 788,438 | | | | | | 529,670 | | | | | | 5,625,789 | | | | | | (788,407) | | | | | | 730,930 | | |
Net assets allocated to Etao
|
| | | | (428,436) | | | | | | 820,619 | | | | | | 551,289 | | | | | | 5,855,413 | | | | | | (820,587) | | | | | | 760,764 | | |
Total consideration
|
| | | | 32,843,889 | | | | | | 8,630,774 | | | | | | 10,036,800 | | | | | | 18,261,300 | | | | | | 11,286,301 | | | | | | 10,765,070 | | |
Goodwill
|
| | | | 33,272,325 | | | | | | 7,810,155 | | | | | | 9,485,511 | | | | | | 12,405,887 | | | | | | 12,106,888 | | | | | | 10,004,306 | | |
| | |
Kangning
|
| |
Chain
|
| |
Zhichao
|
| |
Baihuabaihui
|
| |
Dnurse
|
| |
Total
|
| ||||||||||||||||||
Net assets at acquisition
|
| | | | 1,011,114 | | | | | | 561,566 | | | | | | 113,014 | | | | | | 618,560 | | | | | | 2,273,564 | | | | | | 18,127,693 | | |
Non-controlling interest for
original shareholders of the subsidiaries |
| | | | 495,446 | | | | | | — | | | | | | 55,377 | | | | | | 278,352 | | | | | | 741,409 | | | | | | 8,381,397 | | |
Net assets allocated to
Etao |
| | | | 515,668 | | | | | | 561,566 | | | | | | 57,637 | | | | | | 340,208 | | | | | | 1,532,155 | | | | | | 9,746,296 | | |
Total consideration
|
| | | | 4,067,538 | | | | | | 19,231,000 | | | | | | 23,538,000 | | | | | | 10,154,000 | | | | | | 21,059,790 | | | | | | 169,874,463 | | |
Goodwill
|
| | | | 3,551,870 | | | | | | 18,669,434 | | | | | | 23,480,363 | | | | | | 9,813,792 | | | | | | 19,527,635 | | | | | | 160,128,167 | | |
Bank loans
|
| |
USD
|
| |
RMB
|
| |
Period
|
| |
Interest rate
|
| |
Third Party guarantee
|
| |
Personal guarantee
|
| | | | |||||||||||||||
1
|
| | | | 787,104 | | | | | | 5,000,000 | | | |
April 23,2021
|
| |
24-Apr-22
|
| | | | 5.66% | | | | | | | | |
Wang Ping, Wang Tianlin |
| | | ||
2
|
| | | | 236,131 | | | | | | 1,500,000 | | | |
18-May-21
|
| |
19-May-22
|
| | | | 5.25% | | | |
Shanghai Venture
Financing Guarantee Ltd. |
| |
Wang Ping
|
| | |||||
3
|
| | | | 393,552 | | | | | | 2,500,000 | | | |
25-May-21
|
| |
26-May-22
|
| | | | 3.56% | | | |
Shanghai Micro-
companies Guarantee Fund |
| |
Wang Ping, Qiu
Tian’e |
| | |||||
4
|
| | | | 1,023,235 | | | | | | 6,500,000 | | | |
11-Nov-21
|
| |
10-Nov-23
|
| | | | 9% | | | |
Right to income as
security |
| | | | | | | | ||
5 | | | | | 212,237 | | | | | | 1,348,214 | | | |
1-Dec-21
|
| |
1-Jun-22
|
| | | | 5.50% | | | | | | | | | | | | | ||
6
|
| | | | 111,467 | | | | | | 708,082 | | | |
27-Jul-21
|
| |
27-Jul-22
|
| | | | 3.85% | | | | | | | | | | | | | ||
7
|
| | | | 78,710 | | | | | | 500,000 | | | |
13-Oct-21
|
| |
12-Sep-22
|
| | | | 5.50% | | | | | | | | | | | | | ||
8
|
| | | | 31,484 | | | | | | 200,000 | | | |
27-Jul-21
|
| |
22-Jul-22
|
| | | | 4.65% | | | | | | | | | | | | | ||
9
|
| | | | 31,484 | | | | | | 200,000 | | | |
14-Aug-21
|
| |
9-Aug-22
|
| | | | 4.65% | | | | | | | | | | | | | ||
10
|
| | | | 47,226 | | | | | | 300,000 | | | |
13-Jul-21
|
| |
8-Jul-22
|
| | | | 4.65% | | | | | | | | | | | | | ||
12
|
| | | | 47,226 | | | | | | 300,000 | | | |
30-Jul-21
|
| |
25-Jul-22
|
| | | | 4.65% | | | | | | | | | | | | | ||
13
|
| | | | 23,613 | | | | | | 150,000 | | | |
12-Oct-21
|
| |
10-Apr-22
|
| | | | 4.65% | | | | | | | | | | | | | ||
14
|
| | | | 15,742 | | | | | | 100,000 | | | |
13-Oct-21
|
| |
11-Apr-22
|
| | | | 4.65% | | | | | | | | | | | | | ||
Sub-total
|
| | |
|
3,149,407
|
| | | |
|
20,006,296
|
| | | | | | | | | | | | | | | | | | | | | | | | ||
1
|
| | | | 375,701 | | | | | | 2,386,600 | | | |
24-Oct-20
|
| |
24-Oct-22
|
| | | | 4.6% | | | |
Building
|
| | | | | | | | ||
2
|
| | | | 74,435 | | | | | | 472,843 | | | |
24-Oct-20
|
| |
24-Oct-22
|
| | | | 7.2% | | | | | | | | | | | | | ||
3
|
| | | | 42,857 | | | | | | 272,243 | | | |
18-Oct-20
|
| |
18-Oct-22
|
| | | | 10.08% | | | | | | | | | | | | | ||
Sub-total
|
| | |
|
492,993
|
| | | |
|
3,131,686
|
| | | | | | | | | | | | | | | | | | | | | | | | ||
Total Loan
|
| | |
|
3,642,400
|
| | | |
|
23,137,982
|
| | | | | | | | | | | | | | | | | | | | | | | |
Bank loans
|
| |
USD
|
| |
RMB
|
| |
Period
|
| |
Interest rate
|
| ||||||||||||
1
|
| | | | 166,867 | | | | | | 1,060,006 | | | |
December 28, 2021
|
| |
June 28, 2022
|
| | | | — | | |
2
|
| | | | 589,046 | | | | | | 3,741,854 | | | |
October 29, 2021
|
| |
April 29, 2022
|
| | | | — | | |
3
|
| | | | 217,206 | | | | | | 1,379,778 | | | |
September 28, 2021
|
| |
March 28, 2022
|
| | | | — | | |
4
|
| | | | 392,075 | | | | | | 2,490,620 | | | |
September 17, 2021
|
| |
March 17, 2022
|
| | | | — | | |
5
|
| | | | 628,282 | | | | | | 3,991,099 | | | |
August 6, 2021
|
| |
February 6, 2022
|
| | | | — | | |
6
|
| | | | 361,668 | | | | | | 2,297,458 | | | |
July 9, 2021
|
| |
January 9, 2022
|
| | | | — | | |
7
|
| | | | 267,691 | | | | | | 1,700,477 | | | |
November 30, 2021
|
| |
May 29, 2022
|
| | | | — | | |
8
|
| | | | 1,174,872 | | | | | | 7,463,256 | | | |
January 18, 2021
|
| |
January 18, 2022
|
| | | | — | | |
Total
|
| | | | 3,797,706 | | | | | | 24,124,550 | | | | | | | | | | | | | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Payroll payable
|
| | | | 3,163,773 | | | | | $ | — | | |
Insurance fees collected to be paid to insurance companies
|
| | | | 4,368,289 | | | | | | — | | |
Tax payable
|
| | | | 1,075,956 | | | | | | — | | |
Accrued liability
|
| | | | 625,523 | | | | | | — | | |
Loan from third parties(i)
|
| | | | 2,304,391 | | | | | | — | | |
Others
|
| | | | 4,210,680 | | | | | | — | | |
| | | |
$
|
15,748,612
|
| | | | $ | — | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Current income tax expenses
|
| | | | 520,265 | | | | | | — | | |
Deferred income tax effect
|
| | | | (16,078) | | | | | | — | | |
Total income tax expenses
|
| | | $ | 504,187 | | | | | $ | — | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Loss before income tax expense
|
| | | $ | (854,721) | | | | | $ | — | | |
Computed income tax expense with statutory tax rate
|
| | | | (213,680) | | | | | | — | | |
Preferential deduction
|
| | | | — | | | | | | — | | |
Changes in valuation allowance
|
| | | | 717,867 | | | | | | — | | |
Income tax expense
|
| | | $ | 504,187 | | | | | $ | — | | |
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Bad debt provision
|
| | | $ | 89,109 | | | | | $ | — | | |
Total deferred tax assets
|
| | | | 89,109 | | | | | | — | | |
Valuation allowance
|
| | | | — | | | | | | — | | |
Deferred tax assets, net of valuation allowance:
|
| | | | 89,109 | | | | | | — | | |
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
1 | | | Wang Ping | | | Non-controlling shareholder of the Company | |
2 | | | Executives of a subsidiary as a group | | | Executives of a subsidiary | |
3 | | | Mr. Li Zhiqiang | | | Non-controlling shareholder of the Company | |
4 | | | Mengzhou Dexin Concrete Co., Ltd. | | | Subsidiary of Mr. Li Zhiqiang | |
5 | | | Mengzhou Dexin Health Industry Investment Management Co., Ltd. | | | Subsidiary of Mr. Li Zhiqiang | |
6 | | | Mr. Yang Hongming | | | Non-controlling shareholder of the Company | |
7 | | | Mr.Yang Yang | | | Director of company’s subsidiary | |
8 | | | Mr.Qian Xiaofang | | | Supervisor of company’s subsidiary | |
9 | | | Changxing Zhizhou Rehabilitation Nursing Home | | | Subsidiary of 6 | |
10 | | | Hu Haibo | | | Non-controlling shareholder of the Company | |
11 | | | Wang Xuelei | | | Non-controlling shareholder of the Company | |
12 | | | Jiangxi 123 investment management Co. Ltd | | | Non-controlling shareholder of the Company | |
13 | | | Quan Xiaoyu | | | Non-controlling shareholder of the Company | |
14 | | | Yue Xuexin | | | Non-controlling shareholder of the Company | |
15 | | | When Liping | | | Non-controlling shareholder of the Company | |
16 | | | Hengyang Tongdexiang medical Co., Ltd | | | Subsidiary of Wen Liping | |
17 | | | Zhao Tianming | | | Non-controlling shareholder of the Company | |
18 | | | Yue Ziman | | | Non-controlling shareholder of the Company | |
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
19 | | | Hunan Anyue Kangning healthy management Co. Ltd | | | Subsidiary of non-controlling shareholder of the Company | |
20 | | | Changning Kangning healthy management Co. Ltd | | | Subsidiary of non-controlling shareholder of the Company | |
21 | | | Zhongqi Gaoda (Beijing) Investment Fund Management Co., Ltd. | | | Subsidiary of Executives of the Company | |
22 | | | Zhongqi Harbor (Beijing) Capital Management Co., Ltd. | | | Subsidiary of Executives of the Company | |
23 | | | Yu Xiaolei | | | Non-controlling shareholder of the Company | |
24 | | | Du Jun | | | Director of a subsidiary | |
25 | | | Shenzhen Qidian Future Venture Capital LLP | | | Non-controlling shareholder of the Company | |
26 | | | Zhongqi Xinxing Venture Investment Fund | | | Subsidiary of Executives of the Company | |
27 | | | Zhongqi Fortune Investment Management Nanjing centre | | | Subsidiary of Executives of the Company | |
28 | | | Xin Yu | | | CEO of a subsidiary of the company | |
29 | | | Li Xiaoran | | | Executive of a subsidiary | |
30 | | | Cai Yuntao | | | Non-controlling shareholder of the Company | |
31 | | | Chen Jun | | | Director of a subsidiary | |
32 | | | Ning Quanxiu | | | Executive of a subsidiary | |
33 | | | Li Changzhong | | | Executive of a subsidiary | |
34 | | | Nanjing Xirun Health Management Co., Ltd | | | A company controlled by Li Changzhong | |
35 | | | Anhui Wanbaotang Traditional Chinese Medicine Museum Co., Ltd | | | A company controlled by Li Changzhong | |
36 | | | Nanjing Fengfan Network Technology Co., Ltd. | | | A company controlled by Cai Yuntao | |
37 | | | Shen Xuewu | | | Director of a subsidiary | |
38 | | |
Guoyi Qiankun (Beijing) Technology Co., Ltd.
|
| | Non-controlling shareholder of the Company | |
39 | | | Jingkang Zhixuan (Henan) medical technology Co. Ltd. | | | A company controlled by Guoyi Qiankun (Beijing) Technology Co., Ltd. | |
40 | | | Bailinuo Wuhan Management Consulting Co. Ltd | | | A company controlled by Shen Xuewu | |
41 | | | Wei Hong | | | Non-controlling shareholder of the Company | |
42 | | | Changsha Sinocare Inc | | | Non-controlling shareholder of the Company | |
43 | | | You Jia | | | Non-controlling shareholder of the Company | |
44 | | | Chen Yidong | | | CEO of a subsidiary of the company | |
45 | | | Wang Yuying | | | CEO of a subsidiary of the Company | |
46 | | | Yao Chunyan | | | Non-controlling shareholder of the Company | |
47 | | | Hangzhou Yixing Medical Devices Ltd. | | | A company controlled by You Jia | |
48 | | | Nanning 6 Dimension Dental Clinic | | | A company controlled by You Jia | |
49 | | | Lei Chen | | | Non-controlling shareholder of the Company | |
50 | | | Liwen Wang | | | Non-controlling shareholder of the Company | |
51 | | | Shandong Taipu Investment Limited Liability Partnership | | | Non-controlling shareholder of the Company | |
52 | | | Sichuan Ruitao Technology Co.,Ltd | | | Non-controlling shareholder of the Company | |
53 | | | Guizhen Zuo | | | Non-controlling shareholder of the Company | |
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
54 | | | Xiaodong Wang | | | Non-controlling shareholder of the Company | |
55 | | | Hangzhou Red Feather Enterprise Management Consulting L.P. | | | Non-controlling shareholder of the Company | |
56 | | | Hangzhou Violet Stone Enterprise Management Consulting L.P. | | | Non-controlling shareholder of the Company | |
| | |
December 31,
|
| |||||||||
Related parties
|
| |
2021
|
| |
2020
|
| ||||||
Chen Jun
|
| | | | 10,282 | | | | | | — | | |
Executives of a subsidiary as a group
|
| | | | 8,915 | | | | | | — | | |
Guoyi Qiankun (Beijing) Technology Co., Ltd
|
| | | | 7,871 | | | | | | — | | |
Hangzhou Yixing Medical Devices Ltd.
|
| | | | 41,073 | | | | | | — | | |
Hengyang Tongdexiang medical Co.ltd
|
| | | | 101,192 | | | | | | — | | |
Jingkang Zhixuan (Henan) medical technology Co. Ltd
|
| | | | 6,297 | | | | | | — | | |
Li Changzhong
|
| | | | 1,073 | | | | | | — | | |
Nanjing Xirun Health Management Co., Ltd
|
| | | | 11,019 | | | | | | — | | |
Nanning 6 Dimension Dental Clinic
|
| | | | 62,600 | | | | | | — | | |
Ning Quanxiu
|
| | | | 9,905 | | | | | | — | | |
Quan Xiaoyu
|
| | | | 38,719 | | | | | | — | | |
Shen Xuewu
|
| | | | 54,988 | | | | | | — | | |
Zhongqi Gaoda (Beijing) Investment Fund Management Co., Ltd.
|
| | | | 13,742 | | | | | | — | | |
Zhongqi Harbor (Beijing) Capital Management Co., Ltd.
|
| | | | 30,329 | | | | | | — | | |
Zhongqi Xinxing Venture Investment Fund
|
| | | | 47,226 | | | | | | — | | |
Fu Xiaohong
|
| | | | 370,553 | | | | | | — | | |
Total | | | | | 815,784 | | | | | | — | | |
| | |
December 31,
|
| |||||||||
Related parties
|
| |
2021
|
| |
2020
|
| ||||||
Du Jun
|
| | | | 114,634 | | | | | $ | — | | |
Anhui Wanbaotang Traditional Chinese Medicine Museum Co., Ltd
|
| | | | 3,737 | | | | | | — | | |
Bailinuo Wuhan Management Consulting Co. Ltd
|
| | | | 3,744 | | | | | | — | | |
Cai Yuntao
|
| | | | 4,110 | | | | | | — | | |
Changxing Zhizhou Rehabilitation Nursing Home
|
| | | | 62,968 | | | | | | — | | |
China Enterprise Wealth Nanjing Investment Management Center (Limited partnership)
|
| | | | 157,421 | | | | | | — | | |
Executives as a group
|
| | | | 523,604 | | | | | | — | | |
Fangzhou Yidao (Beijing) Health Technology Co., LTD
|
| | | | 314,842 | | | | | | — | | |
Hu Haibo
|
| | | | 1,730,615 | | | | | | — | | |
Hunan Chenghe Enterprise Management Consulting Co.
|
| | | | 23,065 | | | | | | — | | |
| | |
December 31,
|
| |||||||||
Related parties
|
| |
2021
|
| |
2020
|
| ||||||
Jiangxi 123 investment management Co. Ltd
|
| | | | 94,452 | | | | | | — | | |
Li Xiaoran
|
| | | | 15,238 | | | | | | — | | |
Mengzhou Dexin Concrete Co., Ltd.
|
| | | | 193,811 | | | | | | — | | |
Mr. Li Zhiqiang
|
| | | | 3,875,903 | | | | | | — | | |
Mr.Qian Xiaofang
|
| | | | 66,684 | | | | | | — | | |
Mr.Yang Yang
|
| | | | 1,069 | | | | | | — | | |
Nanjing Fengfan Network Technology Co., Ltd.
|
| | | | 135,206 | | | | | | — | | |
Wang Xuelei
|
| | | | 183,390 | | | | | | — | | |
Wang Yuying
|
| | | | 28,965 | | | | | | — | | |
Wangping
|
| | | | 2,510,732 | | | | | | — | | |
Wei Hong
|
| | | | 3,141 | | | | | | — | | |
Wen Liping
|
| | | | 106,291 | | | | | | — | | |
Xin Yu
|
| | | | 17,672 | | | | | | — | | |
Yang Hongming
|
| | | | 3,879,317 | | | | | | — | | |
You Jia
|
| | | | 438,769 | | | | | | — | | |
Yue Ziman
|
| | | | 2 | | | | | | — | | |
Zhao Tianming
|
| | | | 1,036,655 | | | | | | — | | |
Zhongqi Fortune Investment Management Nanjing centre
|
| | | | 41,078 | | | | | | — | | |
Lei Chen
|
| | | | 1,773,570 | | | | | | — | | |
Liwen Wang
|
| | | | 624,034 | | | | | | — | | |
Shandong Taipu Investment Limited Liability Partnership
|
| | | | 1,116,692 | | | | | | — | | |
Sichuan Ruitao Technology Co.,Ltd
|
| | | | 624,034 | | | | | | — | | |
Guizhen Zuo
|
| | | | 225,726 | | | | | | — | | |
Xiaodong Wang
|
| | | | 687,009 | | | | | | — | | |
Hangzhou Red Feather Enterprise Management Consulting L.P.
|
| | | | 345,231 | | | | | | — | | |
Hangzhou Violet Stone Enterprise Management Consulting L.P.
|
| | | | 193,329 | | | | | | — | | |
Total | | | | $ | 21,156,739 | | | | | $ | — | | |
|
| | | | | |
For the years ended
December 31, |
| |||||||||
| | |
Nature
|
| |
2021
|
| |
2020
|
| ||||||
Mr.Yang Yang
|
| |
Expenses paid by related party
|
| | | | 1,069 | | | | | | — | | |
Mr.Qian Xiaofang
|
| |
Expenses paid by related party
|
| | | | 66,684 | | | | | | — | | |
Jiangxi 123 investment management Co. Ltd
|
| |
Expenses paid by related party
|
| | | | 93,184 | | | | | | — | | |
Hu Haibo
|
| |
Expenses paid by related party
|
| | | | 96,943 | | | | | | — | | |
Hunan Anyue Kangning healthy management Co.
Ltd |
| | Sales | | | | | 155,089 | | | | | | — | | |
Changning Kangning healthy management Co. Ltd
|
| | Sales | | | | | 131,393 | | | | | | — | | |
Du Jun
|
| |
Expenses paid by related party
|
| | | | 113,094 | | | | | | — | | |
Zhongqi Fortune Investment Management Nanjing centre
|
| |
Expenses paid by related party
|
| | | | 40,526 | | | | | | — | | |
Xin Yu
|
| |
Expenses paid by related party
|
| | | | 17,435 | | | | | | — | | |
| | | | | |
For the years ended
December 31, |
| |||||||||
| | |
Nature
|
| |
2021
|
| |
2020
|
| ||||||
Li Xiaoran
|
| |
Expenses paid by related party
|
| | | | 15,033 | | | | | | — | | |
Nanjing Fengfan Network Technology Co., Ltd.
|
| |
Expenses paid by related party
|
| | | | 133,390 | | | | | | — | | |
Anhui WanbaotangTraditional Chinese Medicine Museum Co., Ltd
|
| |
Expenses paid by related party
|
| | | | 3,687 | | | | | | — | | |
Cai Yuntao
|
| |
Expenses paid by related party
|
| | | | 9,491 | | | | | | — | | |
Bailinuo Wuhan Management Consulting Co. Ltd
|
| |
Expenses paid by related party
|
| | | | 3,693 | | | | | | — | | |
Changsha Sinocare Inc
|
| | Sales | | | | | 2,021,505 | | | | | | — | | |
Nanning 6 Dimension Dental Clinic
|
| | Sales | | | | | 4,599 | | | | | | — | | |
| | |
For the year period from the date of acquisition to December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Insurance
Breakage |
| |
Hospital
& Clinic |
| |
Telemedicine
& Digital |
| |
Unallocated
|
| |
Total
|
| |||||||||||||||
Revenue | | | | | 14,767,668 | | | | | | 40,760,269 | | | | | | 4,265,484 | | | | | | — | | | | | | 59,793,421 | | |
Operating loss
|
| | | | (1,305,965) | | | | | | 1,597,303 | | | | | | (1,026,997) | | | | | | (5,315,349) | | | | | | (6,051,007) | | |
Net loss
|
| | | | (1,201,743) | | | | | | 842,400 | | | | | | (1,003,502) | | | | | | (9,081,349) | | | | | | (10,444,193) | | |
| | |
As of December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Insurance
Brokerage |
| |
Hospital
& Clinic |
| |
Telemedicine
& Digital |
| |
Unallocated
|
| |
Total
|
| |||||||||||||||
Current assets
|
| | | | 5,735,537 | | | | | | 18,038,101 | | | | | | 2,757,924 | | | | | | — | | | | | | 26,531,562 | | |
Non-current assets
|
| | | | 1,226,905 | | | | | | 37,012,629 | | | | | | 999,948 | | | | | | 156,262,246 | | | | | | 195,501,728 | | |
Goodwill | | | | | 33,272,325 | | | | | | 55,364,617 | | | | | | 71,491,224 | | | | | ||||||||||
Total assets
|
| | | | 6,962,442 | | | | | | 55,050,730 | | | | | | 75,107,418 | | | | | | 156,262,246 | | | | | | 222,033,289 | | |
Total liability
|
| | | | 7,961,864 | | | | | | 39,553,773 | | | | | | 1,146,708 | | | | | | 18,965,831 | | | | | | 67,628,176 | | |
Majority shareholder’s equity/ (deficit)
|
| | | | 31,508,291 | | | | | | 71,488,334 | | | | | | 73,929,235 | | | | | | 129,135,194 | | | | | | 146,074,567 | | |
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Percentage of the Company’s accounts receivable | | | | | | | | | | | | | |
Customer A
|
| | | | 22% | | | | | | — | | |
Customer B
|
| | | | 35% | | | | | | — | | |
| | |
For the year ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Operating lease expense
|
| | | | 2,057,684 | | | | | | — | | |
Finance lease expense
|
| | | | 296,638 | | | | | | — | | |
Total
|
| | | | 2,354,322 | | | | | $ | — | | |
|
2022
|
| | | $ | 2,812,299 | | |
|
2023
|
| | | | 2,312,144 | | |
|
2024
|
| | | | 1,785,819 | | |
|
2025
|
| | | | 1,575,690 | | |
|
2026
|
| | | | 620,428 | | |
|
Thereafter
|
| | | | 2,788,303 | | |
|
Total
|
| | | $ | 11,894,683 | | |
|
Imputed interest
|
| | | | (1,704,764) | | |
|
Present value of operating lease liabilities
|
| | | | 10,189,919 | | |
|
2022
|
| | | $ | 1,432,266 | | |
|
2023
|
| | | | 1,401 | | |
|
2024
|
| | | | — | | |
|
2025
|
| | | | — | | |
|
2026
|
| | | | — | | |
|
Thereafter
|
| | | | — | | |
|
Total
|
| | | $ | 1,433,667 | | |
|
Imputed interest
|
| | | | (55,866) | | |
|
Present value of finance lease liabilities
|
| | | | 1,377,801 | | |
| | |
As of December 31,
2021 |
| |
As of December 31,
2020 |
| ||||||
Weighted average remaining lease term (in years): | | | | | | | | | | | | | |
Operating leases
|
| | | | 6.5 | | | | | | — | | |
Finance leases
|
| | | | 0.9 | | | | | | — | | |
Weighted average discount rate: | | | | | | | | | | | — | | |
Operating leases
|
| | | | 4.6% | | | | | | — | | |
Finance leases
|
| | | | 7.5% | | | | | | — | | |
| | | | | | | | |
Eleven Variable
Interest Entities |
| |
As of December 31, 2021
|
| ||||||||||||
| | |
Etao
|
| |
Adjustment
|
| |
Pro forma
|
| |||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | — | | | | | | 4,949,540 | | | | | | — | | | | | $ | 4,949,540 | | |
Restricted cash, current
|
| | | | — | | | | | | 6,281,783 | | | | | | — | | | | | | 6,281,783 | | |
Accounts receivable, net
|
| | | | — | | | | | | 8,871,037 | | | | | | — | | | | | | 8,871,037 | | |
Inventories
|
| | | | — | | | | | | 2,290,803 | | | | | | — | | | | | | 2,290,803 | | |
Advances to suppliers
|
| | | | — | | | | | | 603,817 | | | | | | — | | | | | | 603,817 | | |
Prepaid expenses and other receivables, net
|
| | | | — | | | | | | 3,534,582 | | | | | | — | | | | | | 3,534,582 | | |
Total current assets
|
| | |
|
—
|
| | | |
|
26,531,562
|
| | | | | — | | | | |
|
26,531,562
|
| |
Investment in subsidiaries and VIEs
|
| | | | 173,640,463 | | | | | | — | | | | | | (173,640,463) | | | | | | — | | |
Restricted cash, non-current
|
| | | | — | | | | | | 792,074 | | | | | | — | | | | | | 792,074 | | |
Equity method investments
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Property, plants and equipment, net
|
| | | | — | | | | | | 19,608,635 | | | | | | — | | | | | | 19,608,635 | | |
Land use right, net
|
| | | | — | | | | | | 556,551 | | | | | | — | | | | | | 556,551 | | |
Intangible assets, net
|
| | | | — | | | | | | 817,640 | | | | | | — | | | | | | 817,640 | | |
Prepayments for investments in real property
|
| | | | — | | | | | | 874,403 | | | | | | — | | | | | | 874,403 | | |
Amounts due to related parties
|
| | | | — | | | | | | 4,681,705 | | | | | | (3,865,921) | | | | | | 815,784 | | |
Finance lease assets, net
|
| | | | — | | | | | | 1,446,490 | | | | | | — | | | | | | 1,446,490 | | |
| | | | | | | | |
Eleven Variable
Interest Entities |
| |
As of December 31, 2021
|
| ||||||||||||
| | |
Etao
|
| |
Adjustment
|
| |
Pro forma
|
| |||||||||||||||
Right-of-use assets, net
|
| | | | — | | | | | | 9,970,336 | | | | | | — | | | | | | 9,970,336 | | |
Security deposits
|
| | | | — | | | | | | 260,859 | | | | | | — | | | | | | 260,859 | | |
Goodwill
|
| | | | — | | | | | | — | | | | | | 160,128,167 | | | | | | 160,128,167 | | |
Deferred tax assets, net
|
| | | | — | | | | | | 89,109 | | | | | | — | | | | | | 89,109 | | |
Total non-current assets
|
| | | | 173,640,463 | | | | | | 39,097,802 | | | | | | (17,378,217) | | | | | | 195,360,048 | | |
TOTAL ASSETS
|
| | | $ | 173,640,463 | | | | | | 65,629,364 | | | | | | (17,378,217) | | | | | $ | 221,891,610 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Bank loans
|
| | | $ | — | | | | | | 3,149,407 | | | | | | — | | | | | $ | 3,149,407 | | |
Long-term bank loan – current portion
|
| | | | — | | | | | | 492,993 | | | | | | — | | | | | | 492,993 | | |
Notes payable
|
| | | | — | | | | | | 3,797,706 | | | | | | — | | | | | | 3,797,706 | | |
Accounts payable
|
| | | | — | | | | | | 7,737,595 | | | | | | — | | | | | | 7,737,595 | | |
Accrued expenses and other current liabilities
|
| | | | — | | | | | | 15,748,612 | | | | | | — | | | | | | 15,748,612 | | |
Finance lease payable, current
|
| | | | — | | | | | | 1,376,410 | | | | | | — | | | | | | 1,376,410 | | |
Operating lease payable, current
|
| | | | — | | | | | | 2,244,088 | | | | | | — | | | | | | 2,244,088 | | |
Contract liabilities
|
| | | | — | | | | | | 3,977,404 | | | | | | — | | | | | | 3,977,404 | | |
Total current liabilities
|
| | | | — | | | | |
|
38,524,215
|
| | | | | — | | | | |
|
38,524,215
|
| |
Finance lease payable, non-current
|
| | | | — | | | | | | 1,391 | | | | | | — | | | | | | 1,391 | | |
Operating lease payable, non-current
|
| | | | — | | | | | | 7,945,831 | | | | | | — | | | | | | 7,945,831 | | |
Amounts due to related parties
|
| | | | 22,831,753 | | | | | | 2,190,908 | | | | | | (3,865,922) | | | | | | 21,156,739 | | |
Total non-current liabilities
|
| | | | 22,831,753 | | | | | | 10,138,130 | | | | | | (3,865,922) | | | | | | 29,103,961 | | |
TOTAL LIABILITIES
|
| | | | 22,831,753 | | | | | | 48,662,345 | | | | | | (3,865,922) | | | | | | 67,628,176 | | |
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B ordinary shares (US$0.0001 par value per share; $3,000 of Authorized capital; 3,300,000 shares issued and outstanding as of December 31, 2021 and 2020;
|
| | | | 330 | | | | | | — | | | | | | — | | | | | | 330 | | |
Class A ordinary shares (US$0.0001 par
value per share; $47,000 authorized capital; 23,100,500 and 7,519,629 shares issued and outstanding as of December 31, 2021 and 2020; |
| | | | 2,310 | | | | | | | | | | | | | | | | | | 2,310 | | |
Registered paid up capital
|
| | | | — | | | | | | 42,980,755 | | | | | | (42,980,755) | | | | | | — | | |
Additional paid-in capital
|
| | | | 157,056,070 | | | | | | — | | | | | | 324,264 | | | | | | 157,380,334 | | |
Subscription receivable
|
| | | | (616,469) | | | | | | — | | | | | | — | | | | | | (616,469) | | |
Statutory reserve
|
| | | | — | | | | | | 15,772 | | | | | | — | | | | | | 15,772 | | |
Accumulated deficit
|
| | | | (5,633,531) | | | | | | (26,770,040) | | | | | | 21,055,407 | | | | | | (11,348,164) | | |
Accumulated other comprehensive income
|
| | | | — | | | | | | 555,831 | | | | | | — | | | | | | 555,831 | | |
Etao’s shareholders’ equity
|
| | | | 150,808,710 | | | | | | 16,782,318 | | | | | | (21,601,084) | | | | | | 145,989,944 | | |
Non-controlling interest
|
| | | | — | | | | | | 184,701 | | | | | | 8,088,789 | | | | | | 8,273,490 | | |
TOTAL EQUITY
|
| | |
|
150,808,710
|
| | | |
|
16,967,019
|
| | | |
|
(13,512,295)
|
| | | | | 154,263,434 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | | $ | 173,640,463 | | | | | | 65,629,364 | | | | | | (17,378,217) | | | | | $ | 221,891,610 | | |
|
| | |
For the year ended December 31, 2021
|
| |||||||||||||||||||||
| | |
Etao
|
| |
Eleven Variable
Interest Entities |
| |
Adjustment
|
| |
Pro forma
|
| ||||||||||||
Net revenue
|
| | | $ | — | | | | | $ | 76,708,369 | | | | | | — | | | | | $ | 76,708,369 | | |
Cost of revenues
|
| | | | — | | | | | | (53,933,252) | | | | | | — | | | | | | (53,933,252) | | |
Gross profit
|
| | | | — | | | | | | 22,775,118 | | | | | | — | | | | | | 22,775,118 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling expenses
|
| | | | — | | | | | | (9,358,736) | | | | | | — | | | | | | (9,358,736) | | |
General and administrative expenses
|
| | | | (5,315,349) | | | | | | (13,936,436) | | | | | | — | | | | | | (19,251,785) | | |
Research and development expenses
|
| | | | — | | | | | | (1,428,417) | | | | | | — | | | | | | (1,428,417) | | |
Total operating expenses
|
| | | | — | | | | | | (24,723,589) | | | | | | — | | | | | | (30,038,938) | | |
(Loss) income from operations
|
| | | | (5,315,349) | | | | | | (1,948,471) | | | | | | — | | | | | | (7,263,820) | | |
Other income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | — | | | | | | 562,856 | | | | | | — | | | | | | 562,856 | | |
Interest income
|
| | | | — | | | | | | 149,937 | | | | | | — | | | | | | 149,937 | | |
Impairment on equity investments
|
| | | | — | | | | | | (139,775) | | | | | | (3,766,000) | | | | | | (3,905,775) | | |
Interest expense
|
| | | | — | | | | | | (794,701) | | | | | | — | | | | | | (794,701) | | |
Other expense
|
| | | | — | | | | | | (239,725) | | | | | | — | | | | | | (239,725) | | |
Gain on disposal of assets
|
| | | | — | | | | | | 294,615 | | | | | | — | | | | | | 294,615 | | |
Total other income (loss)
|
| | | | — | | | | | | (166,793) | | | | | | (3,766,000) | | | | | | (3,932,793) | | |
(Loss) income before tax
|
| | | | (5,315,349) | | | | | | (2,115,265) | | | | | | (3,766,000) | | | | | | (11,196,613) | | |
Income tax expense
|
| | | | — | | | | | | (565,562) | | | | | | — | | | | | | (565,562) | | |
Net (loss) income
|
| | | $ | (5,315,349) | | | | | $ | (2,680,826) | | | | | $ | (3,766,000) | | | | | $ | (11,762,175) | | |
Net income (loss) attributable to non-controlling interest
|
| | | | — | | | | | | 95,268 | | | | | | 636,924 | | | | | | 732,192 | | |
Net (loss) income attributable to Etao’s shareholders
|
| | | | (5,315,349) | | | | | | (2,585,558) | | | | | | (3,129,076) | | | | | | (11,029,983) | | |
Loss per class B ordinary share, basic and diluted
|
| | | | (0.20) | | | | | | | | | | | | | | | | | | (0.42) | | |
Weighted average number of class B ordinary shares outstanding, basic and diluted
|
| | | | 3,300,000 | | | | | | | | | | | | | | | | | | 3,300,000 | | |
Loss per class A ordinary share, basic and diluted
|
| | | | (0.20) | | | | | | | | | | | | | | | | | | (0.42) | | |
Weighted average number of class A ordinary shares outstanding, basic and diluted
|
| | | | 23,100,500 | | | | | | | | | | | | | | | | | | 23,100,500 | | |
| | | | | | | | |
Ten Variable
Interest Entities |
| |
As of December 31, 2020
|
| ||||||||||||
| | |
Etao
|
| |
Adjustment
|
| |
Pro forma
|
| |||||||||||||||
Assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | — | | | | | | 7,787,023 | | | | | | | | | | | $ | 7,787,023 | | |
Restricted cash – current
|
| | | | — | | | | | | 1,843,150 | | | | | | | | | | | | 1,843,150 | | |
Accounts receivable, net
|
| | | | — | | | | | | 10,930,624 | | | | | | | | | | | | 10,930,624 | | |
Inventories, net
|
| | | | — | | | | | | 2,238,591 | | | | | | | | | | | | 2,238,591 | | |
Advance to suppliers
|
| | | | — | | | | | | 950,505 | | | | | | | | | | | | 950,505 | | |
Amount due from related parties
|
| | | | — | | | | | | 5,505,709 | | | | | | | | | | | | 5,505,709 | | |
Prepaid expenses and other current assets,
net |
| | | | — | | | | | | 2,820,623 | | | | | | | | | | | | 2,820,623 | | |
Total current assets
|
| | | | — | | | | | | 32,076,225 | | | | | | | | | | | | 32,076,225 | | |
Investment in subsidiaries and VIEs
|
| | | | 156,137,019 | | | | | | — | | | | | | (156,137,019) | | | | | | — | | |
Restricted cash – non-current
|
| | | | — | | | | | | 765,972 | | | | | | | | | | | | 765,972 | | |
Equity method investments
|
| | | | 3,766,000 | | | | | | 293,524 | | | | | | | | | | | | 4,059,524 | | |
Property and equipment, net
|
| | | | — | | | | | | 20,684,634 | | | | | | | | | | | | 20,684,634 | | |
Intangible assets, net
|
| | | | — | | | | | | 860,921 | | | | | | | | | | | | 860,921 | | |
Goodwill
|
| | | | — | | | | | | — | | | | | | 150,123,802 | | | | | | 150,123,802 | | |
Prepayment for investments in real
property |
| | | | — | | | | | | | | | | | | | | | | | | 1,074,064 | | |
Land use right, net
|
| | | | — | | | | | | 667,568 | | | | | | | | | | | | 667,568 | | |
Deferred tax assets, net
|
| | | | — | | | | | | 39,974 | | | | | | | | | | | | 39,974 | | |
Right-of-use assets, net
|
| | | | — | | | | | | 3,697,851 | | | | | | | | | | | | 3,697,851 | | |
Deposits
|
| | | | — | | | | | | 223,132 | | | | | | | | | | | | 223,132 | | |
Total non-current assets
|
| | | | 159,903,019 | | | | | | 28,307,640 | | | | | | (6,013,217) | | | | | | 182,197,442 | | |
TOTAL ASSETS
|
| | | $ | 159,903,019 | | | | | | 60,383,865 | | | | | | (6,013,217) | | | | | $ | 214,273,667 | | |
Liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | | | | | | | | | | | | | |
Bank loans
|
| | | $ | — | | | | | | 3,957,730 | | | | | | | | | | | $ | 3,957,730 | | |
Note payable
|
| | | | — | | | | | | 3,683,240 | | | | | | | | | | | | 3,683,240 | | |
Accounts payable
|
| | | | — | | | | | | 8,625,925 | | | | | | | | | | | | 8,625,925 | | |
Advance from customers
|
| | | | — | | | | | | 4,252,023 | | | | | | | | | | | | 4,252,023 | | |
Accrued expenses and other current
liabilities |
| | | | — | | | | | | 11,537,754 | | | | | | | | | | | | 11,537,754 | | |
Lease payable – current
|
| | | | — | | | | | | 2,243,671 | | | | | | | | | | | | 2,243,671 | | |
Total current liabilities
|
| | | | — | | | | | | 34,300,343 | | | | | | — | | | | | | 34,300,343 | | |
Related party payable
|
| | | | 22,831,753 | | | | | | 1,221,647 | | | | | | | | | | | | 24,053,400 | | |
Long term liabilities
|
| | | | — | | | | | | 1,454,573 | | | | | | | | | | | | 1,454,573 | | |
Lease payable – non-current
|
| | | | — | | | | | | 2,928,020 | | | | | | | | | | | | 2,928,020 | | |
Total non-current liabilities
|
| | | | 22,831,753 | | | | | | 5,604,242 | | | | | | — | | | | | | 28,435,993 | | |
TOTAL LIABILITIES
|
| | | | 22,831,753 | | | | | | 39,904,583 | | | | | | — | | | | | | 62,736,336 | | |
| | | | | | | | |
Ten Variable
Interest Entities |
| |
As of December 31, 2020
|
| ||||||||||||
| | |
Etao
|
| |
Adjustment
|
| |
Pro forma
|
| |||||||||||||||
Shareholders’ equity | | | | | | | | | | | | | | | | | | | | | | | | | |
Class B ordinary shares (US$0.0001 par value
per share; $3,000 of authorized capital; 3,300,000 shares issued and outstanding as of December 31, 2020; |
| | | | 330 | | | | | | — | | | | | | | | | | | | 330 | | |
Class A ordinary shares (US$0.0001 par value per share; $47,000 of authorized capital; 23,100,500 shares issued and outstanding as of December 31, 2020;
|
| | | | 752 | | | | | | — | | | | | | 1,558 | | | | | | 2,310 | | |
Registered paid up capital
|
| | | | — | | | | | | 41,301,077 | | | | | | (41,301,077) | | | | | | — | | |
Additional paid-in capital
|
| | | | 138,320,184 | | | | | | | | | | | | 3,684,081 | | | | | | 142,004,265 | | |
Subscription receivable
|
| | | | (931,818) | | | | | | — | | | | | | | | | | | | (931,818) | | |
Statutory reserve
|
| | | | — | | | | | | 15,772 | | | | | | — | | | | | | 15,772 | | |
Accumulated deficit
|
| | | | (318,182) | | | | | | (21,709,941) | | | | | | 22,515,235 | | | | | | 487,112 | | |
Accumulated other comprehensive loss
|
| | | | — | | | | | | 886,679 | | | | | | 307,094 | | | | | | 1,193,773 | | |
Etao’s shareholders’ equity
|
| | | | 137,071,266 | | | | | | 20,493,587 | | | | | | (14,793,109) | | | | | | 142,771,744 | | |
Non-controlling interests
|
| | | | — | | | | | | (14,305) | | | | | | 8,779,892 | | | | | | 8,765,587 | | |
TOTAL EQUITY
|
| | | | 137,071,266 | | | | | | 20,479,282 | | | | | | (6,013,217) | | | | | | 151,537,331 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | |
$
|
159,903,019
|
| | | | | 60,383,865 | | | | | | (6,013,217) | | | | | $ | 214,273,667 | | |
|
| | |
For the year ended December 31, 2020
|
| |||||||||||||||||||||
| | |
Etao
|
| |
Ten Variable
Interest Entities |
| |
Adjustment
|
| |
Pro forma
|
| ||||||||||||
Net revenue
|
| | | $ | — | | | | | $ | 89,831,672 | | | | | | — | | | | | $ | 89,831,672 | | |
Cost of revenues
|
| | | | — | | | | | | (75,511,161) | | | | | | — | | | | | | (75,511,161) | | |
Gross profit
|
| | | | — | | | | | | 14,320,510 | | | | | | | | | | | | 14,320,510 | | |
Operating expenses: | | | | | | | | | | | | | | | | | | | | | | | | | |
Selling expenses
|
| | | | — | | | | | | (5,452,512) | | | | | | — | | | | | | (5,452,512) | | |
General and administrative expenses
|
| | | | (318,182) | | | | | | (9,979,261) | | | | | | — | | | | | | (10,297,443) | | |
Research and development expenses
|
| | | | — | | | | | | (1,265,445) | | | | | | — | | | | | | (1,265,445) | | |
Total operating expenses
|
| | | | (318,182) | | | | | | (16,697,218) | | | | | | — | | | | | | (17,015,400) | | |
(Loss) income from operations
|
| | | | (318,182) | | | | | | (2,376,708) | | | | | | — | | | | | | (2,694,890) | | |
Other income (loss): | | | | | | | | | | | | | | | | | | | | | | | | | |
Other income
|
| | | | — | | | | | | 1,234,606 | | | | | | — | | | | | | 1,234,606 | | |
Interest expense
|
| | | | — | | | | | | (834,667) | | | | | | — | | | | | | (834,667) | | |
Other expense
|
| | | | — | | | | | | (120,179) | | | | | | — | | | | | | (120,179) | | |
Impairment on investment
|
| | | | — | | | | | | (4,348) | | | | | | — | | | | | | (4,348) | | |
Gain on disposal of assets
|
| | | | — | | | | | | 579,699 | | | | | | — | | | | | | 579,699 | | |
Total other income (loss)
|
| | | | — | | | | | | 855,111 | | | | | | — | | | | | | 855,111 | | |
(Loss) income before tax
|
| | | | (318,182) | | | | | | (1,521,597) | | | | | | — | | | | | | (1,839,779) | | |
| | | | | | | | | | | — | | | | | | | | | | | | | | |
Income tax expense
|
| | | | — | | | | | | (101,931) | | | | | | — | | | | | | (101,931) | | |
Net (loss) income
|
| | | $ | (318,182) | | | | | $ | (1,623,528) | | | | | $ | — | | | | | $ | (1,941,710) | | |
Net income (loss) attributable to non-controlling interest
|
| | | | — | | | | | | 552,073 | | | | | | (601,609) | | | | | | (49,536) | | |
Net (loss) income attributable to Etao’s shareholders
|
| | | | (318,182) | | | | | | (1,071,455) | | | | | | (601,609) | | | | | | (1,991,247) | | |
(Loss) earnings per class B ordinary share
|
| | | | | | | | | | | | | | | | | | | | | | | | |
basic and diluted
|
| | | | (0.03) | | | | | | | | | | | | | | | | | | (0.08) | | |
Weighted average number of class B ordinary shares outstanding
|
| | | | | | | | | | | | | | | | | | | | | | | | |
basic and diluted
|
| | | | 3,300,000 | | | | | | | | | | | | | | | | | | 3,300,000 | | |
(Loss) earnings per class A ordinary share
|
| | | | | | | | | | | | | | | | | | | | | | | | |
basic and diluted
|
| | | | (0.03) | | | | | | | | | | | | | | | | | | (0.08) | | |
Weighted average number of class A ordinary shares outstanding
|
| | | | | | | | | | | | | | | | | | | | | | | | |
basic and diluted
|
| | | | 7,478,154 | | | | | | | | | | | | 15,580,871 | | | | | | 23,059,025 | | |
| | | | ||
| Financial Statements for the Years Ended December 31, 2021 and 2020: | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | |
As of December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 488,232 | | | | | $ | 1,309,496 | | |
Restricted cash – current
|
| | | | 4,380,635 | | | | | | — | | |
Accounts receivable, net
|
| | | | 259,878 | | | | | | 303,201 | | |
Prepaid expenses and other current assets, net
|
| | | | 606,792 | | | | | | 511,557 | | |
Total current assets
|
| | | | 5,737,537 | | | | | | 2,124,254 | | |
Restricted cash – non-current
|
| | | | 792,074 | | | | | | 765,972 | | |
Amount due from related parties
|
| | | | 8,915 | | | | | | — | | |
Investments
|
| | | | — | | | | | | 15,319 | | |
Property and equipment, net
|
| | | | 222,274 | | | | | | 64,989 | | |
Right-of-use assets
|
| | | | 175,873 | | | | | | 274,769 | | |
Rental deposits
|
| | | | 27,769 | | | | | | 22,001 | | |
Total non-current assets
|
| | | | 1,226,905 | | | | | | 1,143,050 | | |
TOTAL ASSETS
|
| | | $ | 6,962,442 | | | | | $ | 3,267,304 | | |
Liabilities | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Bank loans
|
| | | $ | 1,416,787 | | | | | $ | 1,455,348 | | |
Accounts payable
|
| | | | 186,814 | | | | | | 482,962 | | |
Advance from customers
|
| | | | 7,184 | | | | | | 5,745 | | |
Accrued expenses and other current liabilities
|
| | | | 5,106,150 | | | | | | 1,011,299 | | |
Lease payable – current
|
| | | | 168,777 | | | | | | 136,692 | | |
Total current liabilities
|
| | | | 6,885,712 | | | | | | 3,092,046 | | |
Lease payable – non-current
|
| | | | — | | | | | | 138,077 | | |
Amount due to related parties
|
| | | | 1,076,151 | | | | | | 97,343 | | |
TOTAL LIABILITIES
|
| | | | 7,961,863 | | | | | | 3,327,466 | | |
Commitments and contingencies
|
| | | | — | | | | | | — | | |
Shareholders’ deficit | | | | | | | | | | | | | |
Registered paid in capital
|
| | | | 7,271,277 | | | | | | 7,271,277 | | |
Statutory reserve
|
| | | | 15,772 | | | | | | 15,772 | | |
Accumulated deficit
|
| | | | (8,989,218) | | | | | | (7,603,130) | | |
Accumulated other comprehensive loss
|
| | | | (61,864) | | | | | | (46,149) | | |
Aaliance’s shareholders’ deficit
|
| | | | (1,764,033) | | | | | | (362,230) | | |
Non-controlling interests
|
| | | | 764,612 | | | | | | 302,068 | | |
Total shareholders’ deficit
|
| | | | (999,421) | | | | | | (60,162) | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
| | | $ | 6,962,442 | | | | | $ | 3,267,304 | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net revenue
|
| | | $ | 20,115,096 | | | | | $ | 49,203,637 | | |
Cost of sales
|
| | | | (16,449,789) | | | | | | (46,074,791) | | |
Gross profit
|
| | | | 3,665,307 | | | | | | 3,128,846 | | |
Operating expenses: | | | | | | | | | | | | | |
Selling expenses
|
| | | | (349,084) | | | | | | (367,675) | | |
General and administrative expenses
|
| | | | (4,990,689) | | | | | | (3,019,320) | | |
Research and development expenses
|
| | | | (258,456) | | | | | | (653,798) | | |
Total operating expenses
|
| | | | (5,598,229) | | | | | | (4,040,793) | | |
Loss from operations
|
| | | | (1,932,922) | | | | | | (911,947) | | |
Other income (loss): | | | | | | | | | | | | | |
Other income
|
| | | | 268,530 | | | | | | 435,502 | | |
Interest expense
|
| | | | (73,186) | | | | | | (65,746) | | |
Other expense
|
| | | | (98,471) | | | | | | (1,227) | | |
Impairment on investments
|
| | | | — | | | | | | (4,348) | | |
Gain on disposal of investments
|
| | | | 294,615 | | | | | | — | | |
Total other income (loss)
|
| | | | 391,488 | | | | | | 364,181 | | |
Loss before income tax expense
|
| | | | (1,541,434) | | | | | | (547,766) | | |
Income tax expense
|
| | | | (2,352) | | | | | | (444) | | |
Net loss
|
| | | $ | (1,543,786) | | | | | $ | (548,210) | | |
Net income attributable to non-controlling interest
|
| | | | 157,697 | | | | | | 293,937 | | |
Net loss attributable to Aaliance’s shareholders
|
| | | | (1,386,089) | | | | | | (254,273) | | |
Other comprehensive income | | | | | | | | | | | | | |
Foreign currency translation gain, net of income taxes
|
| | | | (15,715) | | | | | | (20,402) | | |
Total comprehensive loss
|
| | | $ | (1,401,804) | | | | | $ | (274,675) | | |
| | |
Paid in
capital |
| |
Statutory
reserve |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income (loss) |
| |
Total
shareholder’s deficit |
| |
Non-
controlling interests |
| |
Total
Equity |
| |||||||||||||||||||||
Balance as of December 31, 2019
|
| | | $ | 7,271,277 | | | | | | 15,772 | | | | | | (7,348,857) | | | | | | (25,747) | | | | | | (87,555) | | | | | | — | | | | | | (87,555) | | |
Capital contribution from non-controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 579,699 | | | | | | 579,699 | | |
Net (loss) income
|
| | | | — | | | | | | — | | | | | | (254,273) | | | | | | — | | | | | | (254,273) | | | | | | (293,937) | | | | | | (548,210) | | |
Foreign currency translation
adjustment |
| | | | — | | | | | | — | | | | | | — | | | | | | (20,402) | | | | | | (20,402) | | | | | | 16,306 | | | | | | (4,096) | | |
Balance as of December 31, 2020
|
| | | | 7,271,277 | | | | | $ | 15,772 | | | | | $ | (7,603,130) | | | | | $ | (46,149) | | | | | $ | (362,230) | | | | | $ | 302,068 | | | | | $ | (60,162) | | |
Capital contribution from non-controlling interests
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 620,242 | | | | | | 620,242 | | |
Net (loss) income
|
| | | | — | | | | | | — | | | | | | (1,386,089) | | | | | | — | | | | | | (1,386,089) | | | | | | (157,697) | | | | | | (1,543,786) | | |
Foreign currency translation
adjustment |
| | | | — | | | | | | — | | | | | | — | | | | | | (15,715) | | | | | | (15,715) | | | | | | (1) | | | | | | (15,716) | | |
Balance as of December 31, 2021
|
| | | $ | 7,271,277 | | | | | $ | 15,772 | | | | | $ | (8,989,219) | | | | | $ | (61,864) | | | | | $ | (1,764,034) | | | | | $ | 764,612 | | | | | $ | (999,422) | | |
| | |
2021
|
| |
2020
|
| ||||||
Net profit attributed to shareholders
|
| | | | (1,386,089) | | | | | | (254,273) | | |
Adjustment: | | | | | | | | | | | | | |
Non-controlling interest
|
| | | | (157,697) | | | | | | (293,937) | | |
Depreciation and amortization
|
| | | | 41,230 | | | | | | 22,945 | | |
Bad debt provision and impairment
|
| | | | (5,327) | | | | | | 4,348 | | |
Changes in operating assets: | | | | | | | | | | | | | |
Decrease/(increase) of accounts receivable
|
| | | | 50,913 | | | | | | 385,762 | | |
Decrease/(increase) of other receivables
|
| | | | (211,905) | | | | | | 67,657 | | |
Decrease/(increase) of advances to suppliers
|
| | | | (4,319,845) | | | | | | — | | |
Increase/(decrease) of accounts payable
|
| | | | (304,832) | | | | | | (365,607) | | |
Increase/(decrease) of advances from customers
|
| | | | 1,262 | | | | | | (280,388) | | |
Increase/(decrease) of other payables
|
| | | | 4,131,223 | | | | | | 142,395 | | |
Cash used in operating activities
|
| | | | (2,161,067) | | | | | | (571,098) | | |
Proceeds from disposition of short-term investments
|
| | | | — | | | | | | 217,387 | | |
Proceeds from disposal of long term equity
|
| | | | 15,506 | | | | | | — | | |
Purchase of investments
|
| | | | — | | | | | | (18,840) | | |
Purchase of property, plant and equipment
|
| | | | (194,390) | | | | | | (61,822) | | |
Increase in security deposits
|
| | | | — | | | | | | — | | |
Cash provided by investing activities
|
| | | | (178,884) | | | | | | 136,725 | | |
Proceeds /(repayment) for bank loans -net
|
| | | | (77,530) | | | | | | 652,161 | | |
Net repayments and borrowings from related parties
|
| | | | 952,706 | | | | | | (632,793) | | |
Capital injection from non-controlling shareholders
|
| | | | 620,242 | | | | | | 579,699 | | |
Cash provided by financing activities
|
| | | | 1,495,418 | | | | | | 599,067 | | |
Foreign currency effect
|
| | | | 23,269 | | | | | | 80,962 | | |
Net change in cash and cash equivalents
|
| | | | (821,264) | | | | | | 245,656 | | |
Cash and cash equivalents as of beginning of the year
|
| | | | 1,309,496 | | | | | | 1,063,840 | | |
Cash and cash equivalents as of the end of the year
|
| | | | 488,232 | | | | | | 1,309,496 | | |
Net increase (decrease) in cash
|
| | | | (821,264) | | | | | | 245,656 | | |
Supplementary Cash Flows Information | | | | | | | | | | | | | |
Cash paid for interest
|
| | | | 73,186 | | | | | | 65,746 | | |
Cash paid for taxes
|
| | | | 2,352 | | | | | | 444 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Balance sheet items, except for equity accounts
|
| | | | 6.3524 | | | | | | 6.5277 | | |
| | |
For the period
Ended December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Items in the statements of operations and comprehensive income (loss), and statements of cash flows
|
| | | | 6.4491 | | | | | | 6.9001 | | |
Category
|
| |
Estimated useful lives
|
|
Office equipment
|
| | 3 years | |
Category
|
| |
Estimated useful lives
|
|
Software
|
| | 5 years | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Accounts receivable
|
| | | $ | 278,861 | | | | | $ | 321,675 | | |
Less: allowance for doubtful accounts
|
| | | | (18,983) | | | | | | (18,474) | | |
Accounts receivable, net
|
| | | $ | 259,878 | | | | | $ | 303,201 | | |
| | |
2021
|
| |
2020
|
| ||||||
Balance at beginning of the year
|
| | | $ | (18,474) | | | | | $ | (17,309) | | |
Additions
|
| | | | — | | | | | | — | | |
Write-offs
|
| | | | — | | | | | | — | | |
Exchange effect
|
| | | | (509) | | | | | | (1,165) | | |
Balance at end of the year
|
| | | $ | (18,983) | | | | | $ | (18,474) | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Prepaid expenses
|
| | | | 5,593 | | | | | | 26,730 | | |
Prepaid tax
|
| | | | 115,216 | | | | | | 242,774 | | |
Short-term deposits
|
| | | | 1,045 | | | | | | 51,611 | | |
Paid on behalf of customers or suppliers
|
| | | | 117,332 | | | | | | 124,803 | | |
Employee advances
|
| | | | 58,579 | | | | | | 76,573 | | |
Others
|
| | | | 314,855 | | | | | | | | |
Subtotal | | | | | 612,620 | | | | | | 522,491 | | |
Less: impairment
|
| | | | (5,828) | | | | | | (10,934) | | |
Total prepayments and other current assets, net
|
| | | $ | 606,792 | | | | | $ | 511,557 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Office equipment
|
| | | $ | 315,945 | | | | | $ | 115,412 | | |
Subtotal
|
| | | | 315,945 | | | | | | 115,412 | | |
Less: accumulated depreciation
|
| | | | (93,671) | | | | | | (50,423) | | |
Property and equipment, net
|
| | | $ | 222,274 | | | | | $ | 64,989 | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
Operating lease ROU asset
|
| | | $ | 175,873 | | | | | $ | 274,769 | | |
| | |
December 31,
2021 |
| |
December 31,
2020 |
| ||||||
Operating lease liabilities | | | | | | | | | | | | | |
Current portion
|
| | | $ | 168,777 | | | | | $ | 136,692 | | |
Non-current portion
|
| | | | — | | | | | | 138,077 | | |
Total
|
| | | $ | 168,777 | | | | | $ | 274,769 | | |
| Future payment | | | | | | | |
|
2022
|
| | | | 0 | | |
| | | | | $ | 0 | | |
|
Weighted average discount rate
|
| | | | 3.85% | | |
|
Weighted average remaining lease term (years)
|
| | | | 2.00 | | |
Bank loans
|
| |
USD
|
| |
RMB
|
| |
Period
|
| |
Interest
rate |
| |
Third Party
guarantee |
| |
Personal
guarantee |
| |||
December 31,
2020 |
| | | | |
5,000,000
|
| | | | | | | | | | | | | | | |
1
|
| | | | |
1,500,000
|
| |
March 15, 2020
|
| |
March 18, 2021
|
| |
5.3%
|
| |
Shanghai Venture Financing Guarantee Ltd.
|
| |
Wang Ping
|
|
2
|
| | | | |
5,000,000
|
| |
June 15, 2020
|
| |
April 23, 2021
|
| |
5.3%
|
| |
Shanghai Venture Financing Guarantee Ltd.
|
| |
Wang Ping
|
|
Bank loans
|
| |
USD
|
| |
RMB
|
| |
Period
|
| |
Interest
rate |
| |
Third Party
guarantee |
| |
Personal
guarantee |
| |||
3
|
| | | | |
3,000,000
|
| |
April 27, 2020
|
| |
April 4, 2021
|
| |
3.6%
|
| |
Shanghai Micro-companies Guarantee Fund
|
| |
Wang Ping, Qiu Tiane
|
|
December 31,
2020 |
| |
1,455,348
|
| |
9,500,000
|
| | | | | | | | | | | | | | | |
1
|
| | | | |
1,500,000
|
| |
April 23, 2021
|
| |
April 24, 2021
|
| |
5.7%
|
| |
Shanghai Venture Financing Guarantee Ltd.
|
| |
Wang Ping/Wang Tianlin
|
|
2
|
| | | | |
5,000,000
|
| |
May 18, 2021
|
| |
May 19, 2022
|
| |
5.3%
|
| |
Shanghai Venture Financing Guarantee Ltd.
|
| |
Wang Ping
|
|
3
|
| | | | |
3,000,000
|
| |
May 25, 2021
|
| |
May 26, 2021
|
| |
3.6%
|
| |
Shanghai Micro-companies Guarantee Fund
|
| |
Wang Ping, Qiu Tiane
|
|
December 31,
2021 |
| |
1,416,787
|
| |
9,000,000
|
| | | | | | | | | | | | | | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Payroll payable
|
| | | $ | 94,901 | | | | | $ | 48,708 | | |
Insurance fees collected to be paid to insurance companies
|
| | | | 4,368,289 | | | | | | 159,705 | | |
Payable to other services
|
| | | | 271,399 | | | | | | 233,413 | | |
Deposits
|
| | | | 155,060 | | | | | | 226,019 | | |
Loan from employees
|
| | | | 92,229 | | | | | | 162,580 | | |
Others
|
| | | | 124,272 | | | | | | 180,874 | | |
| | | | $ | 5,106,150 | | | | | $ | 1,011,299 | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Current income tax expenses
|
| | | | 2,352 | | | | | | 444 | | |
Deferred income tax effect
|
| | | | — | | | | | | — | | |
Total income tax expenses
|
| | |
$
|
2,352
|
| | | |
$
|
444
|
| |
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
1 | | | Wang Ping | | | Control person of the Company | |
2 | | | Quanlian’s non-controlling shareholders | | | Non-controlling shareholder of the Company | |
| | | | | |
For the years ended
December 31, |
| |||
| | |
Nature
|
| |
2021
|
| |
2020
|
|
Executives and shareholders
|
| |
Expenses paid by related party
|
| |
$0
|
| |
$10,819
|
|
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Percentage of the Company’s revenue | | | | | | | | | | | | | |
Customer A
|
| | | | 17% | | | | | | 14% | | |
Customer B
|
| | | | 0% | | | | | | 19% | | |
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Percentage of the Company’s accounts receivable | | | | | | | | | | | | | |
Customer A
|
| | | | 0% | | | | | | 12% | | |
Customer B
|
| | | | 25% | | | | | | 11% | | |
Customer C
|
| | | | 11% | | | | | | * | | |
Customer D
|
| | | | 36% | | | | | | * | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Percentage of the Company’s purchase | | | | | | | | | | | | | |
Supplier A
|
| | | | 28% | | | | | | * | | |
Supplier B
|
| | | | * | | | | | | 13% | | |
Supplier C
|
| | | | 17% | | | | | | 11% | | |
| | | | ||
| Financial Statements for the Years Ended December 31, 2021 and 2020: | | | | |
| | | | ||
| | | | ||
| | | | ||
| | | | ||
| | | |
| | |
As of December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Assets | | | | | | | | | | | | | |
Current assets: | | | | | | | | | | | | | |
Cash and cash equivalents
|
| | | $ | 671,464 | | | | | $ | 447,488 | | |
Restricted cash
|
| | | | 1,901,148 | | | | | | 1,843,150 | | |
Accounts receivable, net
|
| | | | 3,396,022 | | | | | | 3,332,465 | | |
Advances to suppliers
|
| | | | 162,734 | | | | | | 25,777 | | |
Prepaid expenses and other receivables, net
|
| | | | 1,135,469 | | | | | | 912,869 | | |
Related party receivable
|
| | | | 3,447,397 | | | | | | 2,684,962 | | |
Inventories
|
| | | | 850,678 | | | | | | 777,792 | | |
Total current assets
|
| | | | 11,564,912 | | | | | | 10,024,501 | | |
Property, plants and equipment, net
|
| | | | 16,369,529 | | | | | | 16,570,638 | | |
Intangible assets, net
|
| | | | 255,579 | | | | | | 304,356 | | |
Land use rights, net
|
| | | | 556,551 | | | | | | 554,408 | | |
Prepayment for investments in real property
|
| | | | 874,403 | | | | | | 1,074,064 | | |
Finance lease assets
|
| | | | 1,341,477 | | | | | | 1,676,496 | | |
Deferred tax assets
|
| | | | 72,161 | | | | | | 22,513 | | |
Total non-current assets
|
| | | | 19,469,700 | | | | | | 20,202,475 | | |
TOTAL ASSETS
|
| | | $ | 31,034,612 | | | | | $ | 30,226,977 | | |
Liabilities | | | | | | | | | | | | | |
Current liabilities: | | | | | | | | | | | | | |
Bank loans
|
| | | $ | 1,235,472 | | | | | $ | 1,194,917 | | |
Note payable
|
| | | | 3,797,706 | | | | | | 3,683,240 | | |
Accounts payable
|
| | | | 4,820,627 | | | | | | 4,344,754 | | |
Advance from customers
|
| | | | 351,203 | | | | | | 280,074 | | |
Accrued expenses and other current liabilities
|
| | | | 7,205,248 | | | | | | 6,533,752 | | |
Related party payable
|
| | | | 193,811 | | | | | | 466,707 | | |
Finance lease liabilities, current
|
| | | | 1,329,480 | | | | | | 1,346,271 | | |
Total current liabilities
|
| | | | 18,933,547 | | | | | | 17,849,715 | | |
Finance lease liabilities, non-current
|
| | | | — | | | | | | 1,149,226 | | |
TOTAL LIABILITIES
|
| | | | 18,933,547 | | | | | | 18,998,941 | | |
Commitments and contingencies
|
| | | | — | | | | | | — | | |
Equity | | | | | | | | | | | | | |
Registered paid in capital
|
| | | | 9,695,036 | | | | | | 9,695,036 | | |
Additional paid in capital
|
| | | | 3,401,684 | | | | | | 3,401,684 | | |
Accumulated deficits
|
| | | | (1,640,289) | | | | | | (2,195,114) | | |
Accumulated other comprehensive income (loss)
|
| | | | 644,634 | | | | | | 326,429 | | |
Total shareholders’ equity
|
| | | | 12,101,065 | | | | | | 11,228,035 | | |
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | | $ | 31,034,612 | | | | | $ | 30,226,977 | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net revenue
|
| | | $ | 18,791,773 | | | | | $ | 15,573,165 | | |
Cost of revenues
|
| | | | (15,890,473) | | | | | | (13,317,286) | | |
Gross profit
|
| | | | 2,901,300 | | | | | | 2,255,879 | | |
Operating expenses: | | | | | | | | | | | | | |
General and administrative expenses
|
| | | | (1,629,688) | | | | | | (1,453,111) | | |
Total operating expenses
|
| | | | (1,629,688) | | | | | | (1,453,111) | | |
Income from operations
|
| | | | 1,271,612 | | | | | | 802,768 | | |
Other income (loss): | | | | | | | | | | | | | |
Other income
|
| | | | 73,855 | | | | | | 175,943 | | |
Interest expense
|
| | | | (573,166) | | | | | | (654,849) | | |
Other expense
|
| | | | (21,260) | | | | | | (19,342) | | |
Total other loss
|
| | | | (520,571) | | | | | | (498,248) | | |
Income before income tax
|
| | | | 751,041 | | | | | | 304,520 | | |
Income tax expense
|
| | | | (196,217) | | | | | | (77,601) | | |
Net income
|
| | | $ | 554,824 | | | | | $ | 226,919 | | |
Other comprehensive income: | | | | | | | | | | | | | |
Foreign currency translation gain, net of income taxes
|
| | | | 318,205 | | | | | | 705,531 | | |
Total comprehensive income
|
| | | $ | 873,029 | | | | | $ | 932,450 | | |
| | |
Paid in capital
|
| |
Capital
premium |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income (loss) |
| |
Total
shareholder’s equity |
| |||||||||||||||
Balance as of December 31, 2019
|
| | | $ | 9,695,036 | | | | | $ | 3,401,684 | | | | | $ | (2,422,032) | | | | | $ | (379,102) | | | | | $ | 10,295,586 | | |
Net income
|
| | | | — | | | | | | — | | | | | | 226,918 | | | | | | — | | | | | | 226,918 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | 705,531 | | | | | | 705,531 | | |
Balance as of December 31, 2020
|
| | | | 9,695,036 | | | | | | 3,401,684 | | | | | | (2,195,114) | | | | | | 326,429 | | | | | | 11,228,035 | | |
Net income
|
| | | | — | | | | | | — | | | | | | 554,824 | | | | | | — | | | | | | 554,824 | | |
Foreign currency translation adjustment
|
| | | | — | | | | | | — | | | | | | — | | | | | | 318,205 | | | | | | 318,205 | | |
Balance as of December 31, 2021
|
| | | $ | 9,695,036 | | | | | $ | 3,401,684 | | | | | $ | (1,640,290) | | | | | $ | 644,634 | | | | | $ | 12,101,064 | | |
| | |
For the years
ended December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Net profit attributed to shareholders
|
| | | $ | 554,824 | | | | | $ | 226,918 | | |
Adjustment:
|
| | | | — | | | | | | — | | |
Depreciation and amortization
|
| | | | 1,479,242 | | | | | | 1,252,899 | | |
Bad debt provision and impairment
|
| | | | 193,167 | | | | | | 85,191 | | |
Changes in operating assets: | | | | | | | | | | | | | |
Increase in accounts receivable
|
| | | | (165,213) | | | | | | (976,388) | | |
Increase of prepaid expenses and other receivables
|
| | | | (194,456) | | | | | | (360,111) | | |
Increase in related party receivables
|
| | | | (678,041) | | | | | | (1,453,086) | | |
(Increase)/decrease in advances to suppliers
|
| | | | (134,204) | | | | | | 61,849 | | |
(Increase)/decrease in inventories
|
| | | | (50,657) | | | | | | 188,126 | | |
Increase in deferred tax assets
|
| | | | (48,292) | | | | | | (21,298) | | |
Increase (decrease) in accounts payable
|
| | | | 350,671 | | | | | | 860,959 | | |
Increase (decrease) in advances from customers
|
| | | | 62,452 | | | | | | 35,814 | | |
Increase (decrease) in other payables
|
| | | | 483,877 | | | | | | 1,383,228 | | |
Increase/(decrease) of related party payables
|
| | | | (281,486) | | | | | | (525,392) | | |
Cash provided by operating activities
|
| | | | 1,571,884 | | | | | | 758,709 | | |
Purchase of property, plant and equipment
|
| | | | (386,028) | | | | | | (1,973,802) | | |
Purchase of intangible assets
|
| | | | — | | | | | | (58,497) | | |
Proceeds from disposal of investment in real property
|
| | | | 225,855 | | | | | | 333,574 | | |
Cash used in investing activities
|
| | | | (160,173) | | | | | | (1,698,725) | | |
Proceeds/(repayment) of bank loans and finance lease liability, net
|
| | | | (1,208,871) | | | | | | (699,119) | | |
Proceeds of note payables
|
| | | | 5,618 | | | | | | 231,608 | | |
Cash used in by financing activities
|
| | | | (1,203,253) | | | | | | (467,511) | | |
Foreign currency effect
|
| | | | 15,518 | | | | | | 41,668 | | |
Total cashflow
|
| | | $ | 223,976 | | | | | $ | (1,365,859) | | |
Cash as of January 1,
|
| | | | 447,488 | | | | | | 1,813,347 | | |
Cash as of December 31,
|
| | | | 671,464 | | | | | | 447,488 | | |
Net cash increase
|
| | | $ | 223,976 | | | | | $ | (1,365,859) | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Balance sheet items, except for equity accounts
|
| | | | 6.3524 | | | | | | 6.5277 | | |
| | |
For the period Ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Items in the statements of operations and comprehensive income (loss), and statements of cash flows
|
| | | | 6.4491 | | | | | | 6.9001 | | |
Category
|
| |
Estimated useful lives
|
|
Office equipment
|
| |
3 – 5 years
|
|
Building
|
| |
50 years
|
|
Category
|
| |
Estimated useful lives
|
|
Software
|
| |
10 years
|
|
| | |
2021
|
| |
2020
|
| ||||||
Sales of pharmaceuticals
|
| | | $ | 5,408,867 | | | | | $ | 4,586,520 | | |
Revenue of medical services
|
| | | | 13,382,907 | | | | | | 10,986,646 | | |
Total
|
| | | $ | 18,791,773 | | | | | $ | 15,573,165 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Accounts receivable
|
| | | $ | 3,773,358 | | | | | $ | 3,508,828 | | |
Less: allowance for doubtful accounts
|
| | | | (377,336) | | | | | | (176,363) | | |
Accounts receivable, net
|
| | | $ | 3,396,022 | | | | | $ | 3,332,465 | | |
| | |
2021
|
| |
2020
|
| ||||||
Balance at beginning of the year
|
| | | $ | (176,363) | | | | | $ | (128,625) | | |
Additions
|
| | | | (193,167) | | | | | | (36,976) | | |
Write-offs
|
| | | | — | | | | | | — | | |
Exchange effect
|
| | | | (7,806) | | | | | | (10,762) | | |
Balance at end of the year
|
| | | $ | (377,336) | | | | | $ | (176,363) | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Deferred expenses
|
| | | | 125,258 | | | | | | 88,042 | | |
Short-term deposit
|
| | | | 866 | | | | | | 843 | | |
Loan to third parties
|
| | | | 629,342 | | | | | | 529,504 | | |
Receivable from third parties
|
| | | | 684,456 | | | | | | 585,857 | | |
Advances disbursed to employees
|
| | | | 24,636 | | | | | | 28,877 | | |
Subtotal
|
| | |
|
1,464,558
|
| | | |
|
1,233,123
|
| |
Less: allowance for doubtful accounts
|
| | | | (329,089) | | | | | | (320,254) | | |
Total prepayments and other current assets, net
|
| | | $ | 1,135,469 | | | | | $ | 912,869 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Pharmaceutical merchandise
|
| | | $ | 838,002 | | | | | $ | 728,888 | | |
Low value consumables
|
| | | | 12,676 | | | | | | 48,904 | | |
Inventories | | | |
$
|
850,678
|
| | | | $ | 777,792 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Warehouse equipment
|
| | | $ | 8,963,935 | | | | | $ | 8,413,658 | | |
Motor vehicle
|
| | | | 138,427 | | | | | | 134,711 | | |
Building
|
| | | | 15,532,671 | | | | | | 15,115,661 | | |
Office equipment
|
| | | | 429,540 | | | | | | 346,244 | | |
Subtotal
|
| | | | 25,064,574 | | | | | | 24,010,274 | | |
Less: accumulated depreciation
|
| | | | (8,695,045) | | | | | | (7,439,636) | | |
Property and equipment, net
|
| | | $ | 16,369,529 | | | | | $ | 16,570,638 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Software
|
| | | $ | 631,354 | | | | | $ | 614,404 | | |
Less: accumulated amortization
|
| | | | (375,775) | | | | | | (310,048) | | |
Intangible asset, net
|
| | | $ | 255,579 | | | | | $ | 304,356 | | |
|
2021
|
| | | $ | 57,174 | | |
|
2022
|
| | | | 41,435 | | |
|
2023
|
| | | | 38,585 | | |
|
2024
|
| | | | 35,735 | | |
|
2025
|
| | | | 35,735 | | |
|
Thereafter
|
| | | | 46,915 | | |
|
Total
|
| | | $ | 255,579 | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Land use right
|
| | | $ | 589,348 | | | | | $ | 573,526 | | |
Less: accumulated amortization
|
| | | | (32,797) | | | | | | (19,118) | | |
Land use right, net
|
| | | $ | 556,551 | | | | | $ | 554,408 | | |
|
2021
|
| | | $ | 32,797 | | |
|
2022
|
| | | | 32,797 | | |
|
2023
|
| | | | 32,797 | | |
|
2024
|
| | | | 32,797 | | |
|
2025
|
| | | | 32,797 | | |
|
Thereafter
|
| | | | 392,568 | | |
|
Total
|
| | | $ | 556,551 | | |
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
1 | | | Mr. Li Zhiqiang | | | Control person of the Company | |
2 | | | Mengzhou Dexin Concrete Co., Ltd. | | |
A company controlled by the same control person
|
|
3 | | | Mengzhou Dexin Health Industry Investment Management Co., Ltd. | | |
A company controlled by the same control person
|
|
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Mr. Li Zhiqiang
|
| | | $ | 386,693 | | | | | $ | 376,312 | | |
Mengzhou Dexin Health Industry Investment Management Co., Ltd.
|
| | | | 3,060,704 | | | | | | 2,308,650 | | |
Total
|
| | | $ | 3,447,397 | | | | | $ | 2,684,962 | | |
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Mengzhou Dexin Concrete Co., Ltd.
|
| | | | 193,811 | | | | | | 466,707 | | |
Total
|
| | | $ | 193,811 | | | | | $ | 466,707 | | |
Bank
loans |
| |
USD
|
| |
RMB
|
| |
Period
|
| |
Interest rate
|
| |
Third Party guarantee
|
| ||||||||||||
1
|
| | | | 1,194,917 | | | | | | 7,800,000 | | | |
Dec 05, 2019
|
| |
Nov 15, 2021
|
| | | | 9% | | | |
Right to income as security
|
|
2
|
| | | | 1,023,235 | | | | | | 6,500,000 | | | |
Nov 11, 2021
|
| |
Nov 11, 2023
|
| | | | 9% | | | |
Right to income as security
|
|
3
|
| | | | 212,237 | | | | | | 1,348,214 | | | |
Dec 01, 2021
|
| |
Jun 01, 2022
|
| | | | 5.5% | | | | | |
| | |
December 31,
|
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Accrued expenses
|
| | | $ | 190,615 | | | | | $ | 104,084 | | |
Payroll payable
|
| | | | 1,513,018 | | | | | | 995,655 | | |
Tax payable
|
| | | | 372,647 | | | | | | 113,888 | | |
Payable to other services
|
| | | | 2,567,739 | | | | | | 2,858,249 | | |
Loans from third parties(1)
|
| | | | 2,304,391 | | | | | | 2,185,965 | | |
Others
|
| | | | 256,838 | | | | | | 275,911 | | |
| | | | $ | 7,205,248 | | | | | $ | 6,533,752 | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Current income tax expenses
|
| | | | 244,509 | | | | | | 98,899 | | |
Deferred income tax effect
|
| | | | (48,292) | | | | | | (21,298) | | |
Total income tax expenses
|
| | | $ | 196,217 | | | | | $ | 77,601 | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Income before income tax expense
|
| | | $ | 751,041 | | | | | $ | 304,519 | | |
Computed income tax expense with statutory tax rate
|
| | | | 187,760 | | | | | | 76,130 | | |
Permanent difference
|
| | | | 8,457 | | | | | | 1,471 | | |
Changes in valuation allowance
|
| | | | — | | | | | | — | | |
Income tax expense
|
| | | $ | 196,217 | | | | | $ | 77,601 | | |
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Deferred tax assets: | | | | | | | | | | | | | |
Bad debt provision
|
| | | $ | 72,161 | | | | | $ | 22,513 | | |
Total deferred tax assets
|
| | | | 72,161 | | | | | | 22,513 | | |
Valuation allowance
|
| | | | — | | | | | | — | | |
Deferred tax assets, net of valuation allowance:
|
| | | | 72,161 | | | | | | 22,513 | | |
| | |
As of
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Percentage of the Company’s accounts receivable
|
| | | | | | | | | | | | |
Customer A
|
| | | | 83% | | | | | | 79% | | |
Customer B
|
| | | | 8% | | | | | | 12% | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Percentage of the Company’s purchase
|
| | | | | | | | | | | | |
Supplier A
|
| | | | 26% | | | | | | * | | |
Supplier B
|
| | | | 24% | | | | | | 31% | | |
Supplier C
|
| | | | * | | | | | | 14% | | |
| | |
For the years ended
December 31, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Percentage of the Company’s purchase
|
| | | | | | | | | | | | |
Supplier A
|
| | | | 12% | | | | | | 20% | | |
Supplier B
|
| | | | 10% | | | | | | 14% | | |
| | |
June 30, 2022
|
| |
December 31, 2021
|
| | ||||||||
| | |
(Unaudited)
|
| | |||||||||||
Assets | | | | | | | | | | | | | | | ||
Current assets: | | | | | | | | | | | | | | | ||
Cash and cash equivalents
|
| | | $ | 4,417,961 | | | | | $ | 4,949,540 | | | | ||
Restricted cash, current
|
| | | | 976,736 | | | | | | 6,281,783 | | | | ||
Short-term investment
|
| | | | 5,221,547 | | | | | | — | | | | ||
Accounts receivable, net
|
| | | | 9,732,300 | | | | | | 8,871,037 | | | | ||
Advances to suppliers
|
| | | | 670,471 | | | | | | 603,817 | | | | ||
Prepaid expenses and other receivables, net
|
| | | | 3,447,741 | | | | | | 3,534,583 | | | | ||
Inventories
|
| | | | 2,080,662 | | | | | | 2,290,803 | | | | ||
Total current assets
|
| | | | 26,547,418 | | | | | | 26,531,563 | | | | ||
Restricted cash, non-current
|
| | | | 758,350 | | | | | | 792,074 | | | | ||
Long-term Investment
|
| | | | 1,939 | | | | | | — | | | | ||
Property, plants and equipment, net
|
| | | | 17,943,340 | | | | | | 19,608,635 | | | | ||
Intangible assets, net
|
| | | | 692,061 | | | | | | 817,640 | | | | ||
Goodwill
|
| | | | 160,128,167 | | | | | | 160,128,167 | | | | ||
Prepayment for investments in real property
|
| | | | 828,668 | | | | | | 874,403 | | | | ||
Land use right, net
|
| | | | 521,790 | | | | | | 556,551 | | | | ||
Deferred tax assets, net
|
| | | | 84,448 | | | | | | 89,109 | | | | ||
Finance lease assets
|
| | | | 1,144,922 | | | | | | 1,446,490 | | | | ||
Right-of-use assets
|
| | | | 8,350,763 | | | | | | 9,970,336 | | | | ||
Security deposits
|
| | | | 233,539 | | | | | | 260,859 | | | | ||
Related party receivable
|
| | | | 923,433 | | | | | | 815,784 | | | | ||
Total non-current assets
|
| | | | 191,611,420 | | | | | | 195,360,048 | | | | ||
TOTAL ASSETS
|
| | | $ | 218,158,838 | | | | | $ | 221,891,611 | | | | ||
Liabilities | | | | | | | | | | | | | | | ||
Current liabilities: | | | | | | | | | | | | | | | ||
Bank loans
|
| | | $ | 3,494,759 | | | | | $ | 3,149,407 | | | | ||
Long-term bank loan – current portion
|
| | | | 205,267 | | | | | | 492,993 | | | | ||
Note payable
|
| | | | 2,963,957 | | | | | | 3,797,706 | | | | ||
Accounts payable
|
| | | | 7,919,976 | | | | | | 7,737,595 | | | | ||
Contract liabilities
|
| | | | 4,065,720 | | | | | | 3,977,405 | | | | ||
Accrued expenses and other current liabilities
|
| | | | 16,669,025 | | | | | | 15,748,612 | | | | ||
Finance lease payable, current
|
| | | | 650,526 | | | | | | 1,376,410 | | | | ||
Operating lease payable, current
|
| | | | 2,281,855 | | | | | | 2,244,088 | | | | ||
Total current liabilities
|
| | | | 38,251,085 | | | | | | 38,524,216 | | | | ||
Related parties payable
|
| | | | 20,145,197 | | | | | | 21,156,739 | | | | ||
Finance lease payable, non-current
|
| | | | — | | | | | | 1,391 | | | | ||
Operating lease payable, non-current
|
| | | | 6,420,649 | | | | | | 7,945,831 | | | | ||
TOTAL LIABILITIES
|
| | | | 64,816,931 | | | | | | 67,628,177 | | | | ||
Commitments and contingencies
|
| | | | — | | | | | | — | | | | ||
Equity | | | | | | | | | | | | | | | ||
Class B ordinary shares (US$0.0001 par value per share; $3,000 of authorized capital; 3,300,000 shares issued and outstanding as of June 30, 2022 and December 31, 2021;
|
| | | | 330 | | | | | | 330 | | | | ||
Class A ordinary shares (US$0.0001 par value per share; $47,000 authorized capital; 23,100,500 shares issued and outstanding as of June 30, 2022 and December 31, 2021;
|
| | | | 2,310 | | | | | | 2,310 | | | | ||
Additional paid-in capital
|
| | | | 157,039,335 | | | | | | 157,039,335 | | | | ||
Subscription receivable
|
| | | | — | | | | | | (616,469) | | | | ||
Statutory reserve
|
| | | | 16,735 | | | | | | 16,735 | | | | ||
Accumulated deficit
|
| | | | (11,653,423) | | | | | | (10,861,545) | | | | | |
Accumulated other comprehensive income/(loss)
|
| | | | (550,165) | | | | | | 352,192 | | | | | |
Etao’s shareholders’ equity
|
| | | | 144,855,122 | | | | | | 145,932,888 | | | | ||
Non-controlling interest
|
| | | | 8,486,785 | | | | | | 8,330,546 | | | | ||
TOTAL EQUITY
|
| | | | 153,341,907 | | | | | | 154,263,434 | | | | ||
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY
|
| | | $ | 218,158,838 | | | | | $ | 221,891,611 | | | |
| | |
For the six months ended
June 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Net revenue
|
| | | $ | 33,836,335 | | | | | $ | 15,997,155 | | |
Cost of revenue
|
| | | | (21,723,366) | | | | | | (12,150,733) | | |
Gross profit
|
| | | | 12,112,969 | | | | | | 3,846,422 | | |
Operating expenses: | | | | | | | | | | | | | |
Selling expenses
|
| | | | (4,710,034) | | | | | | (1,354,634) | | |
General and administrative expenses
|
| | | | (6,905,096) | | | | | | (3,197,638) | | |
Research and development expenses
|
| | | | (513,017) | | | | | | (72,820) | | |
Total operating expenses
|
| | | | (12,128,147) | | | | | | (4,625,092) | | |
Income (loss) from operations
|
| | | | (15,178) | | | | | | (778,670) | | |
Other income (loss): | | | | | | | | | | | | | |
Other income
|
| | | | 296,390 | | | | | | 4,404 | | |
Interest income
|
| | | | 54,818 | | | | | | 55,329 | | |
Impairment on equity investment
|
| | | | — | | | | | | (3,905,413) | | |
Interest expense
|
| | | | (220,914) | | | | | | (180,907) | | |
Other expense
|
| | | | (348,116) | | | | | | (71,124) | | |
Total other income (loss)
|
| | | | (217,822) | | | | | | (4,097,711) | | |
Profit (loss) before income tax expense
|
| | | | (233,000) | | | | | | (4,876,381) | | |
Income tax expense
|
| | | | (390,181) | | | | | | (125,592) | | |
Net profit (loss)
|
| | | $ | (623,181) | | | | | $ | (5,001,973) | | |
Non-controlling interest (income) loss
|
| | | | (168,697) | | | | | | 15,496 | | |
Net loss attributed to shareholders
|
| | | | (791,878) | | | | | | (4,986,477) | | |
Other comprehensive income: | | | | | | | | | | | | | |
Foreign currency translation gain, net of income taxes
|
| | | | (902,357) | | | | | | 58,926 | | |
Total comprehensive income (loss)
|
| | | $ | (1,694,235) | | | | | $ | (4,927,551) | | |
Loss per class B ordinary share, basic and diluted
|
| | | | (0.03) | | | | | | (0.48) | | |
Weighted average number of class B ordinary shares outstanding, basic and
diluted |
| | | | 3,300,000 | | | | | | 3,300,000 | | |
Loss per class A ordinary share, basic and diluted
|
| | | | (0.03) | | | | | | (0.48) | | |
Weighted average number of class A ordinary shares outstanding, basic and
diluted |
| | | | 23,100,500 | | | | | | 13,783,793 | | |
| | |
Class B
Ordinary shares |
| |
Class A
Ordinary shares |
| |
Additional
paid-in capital |
| |
Subscription
receivable |
| |
Statutory
reserve |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income (loss) |
| |
Total Etao’s
shareholder’s equity |
| |
Non-
controlling interests |
| |
Total
Equity |
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Share
|
| |
Amount
|
| |
Share
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2020
|
| | | | 3,300,000 | | | | | | 330 | | | | | | 7,519,629 | | | | | | 752 | | | | | | 1,248,918 | | | | | | (931,818) | | | | | | — | | | | | | (318,182) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Net (loss) income
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (4,986,477) | | | | | | — | | | | | | (4,986,477) | | | | | | (15,496) | | | | | | (5,001,973) | | |
Shares issued for acquisition
|
| | | | — | | | | | | — | | | | | | 12,612,364 | | | | | | 1,261 | | | | | | 126,105,644 | | | | | | — | | | | | | 16,735 | | | | | | — | | | | | | — | | | | | | 126,123,640 | | | | | | 7,397,547 | | | | | | 133,521,187 | | |
Shares issued for equity
investment |
| | | | — | | | | | | — | | | | | | 376,600 | | | | | | 38 | | | | | | 3,765,962 | | | | | | — | | | | | | — | | | | | | — | | | | | | | | | | | | 3,766,000 | | | | | | — | | | | | | 3,766,000 | | |
Share-based compensation expenses
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Proceeds from
founders |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 160,320 | | | | | | — | | | | | | — | | | | | | — | | | | | | 160,320 | | | | | | — | | | | | | 160,320 | | |
Foreign currency translation
adjustment |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 58,926 | | | | | | 58,926 | | | | | | | | | | | | 58,926 | | |
Balance as of June 30, 2021
|
| | | | 3,300,000 | | | | | $ | 330 | | | | | | 20,508,593 | | | | | $ | 2,051 | | | | | $ | 131,120,524 | | | | | $ | (771,498) | | | | | $ | 16,735 | | | | | $ | (5,304,659) | | | | | $ | 58,926 | | | | | $ | 125,122,409 | | | | | $ | 7,382,051 | | | | | $ | 132,504,460 | | |
| | |
Class B
Ordinary shares |
| |
Class A
Ordinary shares |
| |
Additional
paid-in capital |
| |
Subscription
receivable |
| |
Statutory
reserve |
| |
Accumulated
deficit |
| |
Accumulated
other comprehensive income (loss) |
| |
Total Etao’s
shareholder’s equity |
| |
Non-
controlling interests |
| |
Total
Equity |
| ||||||||||||||||||||||||||||||||||||||||||
| | |
Share
|
| |
Amount
|
| |
Share
|
| |
Amount
|
| ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Balance as of December 31, 2021
|
| | | | 3,300,000 | | | | | | 330 | | | | | | 23,100,500 | | | | | | 2,310 | | | | | | 157,039,335 | | | | | | (616,469) | | | | | | 16,735 | | | | | | (10,861,545) | | | | | | 352,192 | | | | | | 145,932,888 | | | | | | 8,330,546 | | | | | | 154,263,434 | | |
Net (loss) income
|
| | | | — | | | | | | — | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | (791,878) | | | | | | — | | | | | | (791,878) | | | | | | 168,697 | | | | | | (623,181) | | |
Proceeds from
founders |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 616,469 | | | | | | — | | | | | | — | | | | | | — | | | | | | 616,469 | | | | | | — | | | | | | 616,469 | | |
Foreign currency
translation adjustment |
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (902,357) | | | | | | (902,357) | | | | | | (12,458) | | | | | | (914,815) | | |
Balance as of June 30, 2022
|
| | | | 3,300,000 | | | | | $ | 330 | | | | | | 23,100,500 | | | | | $ | 2,310 | | | | | $ | 157,039,335 | | | | | $ | — | | | | | $ | 16,735 | | | | | $ | (11,653,423) | | | | | $ | (550,165) | | | | | $ | 144,855,122 | | | | | $ | 8,486,785 | | | | | $ | 153,341,907 | | |
| | |
For the six months ended
June 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Net profit attributed to shareholders
|
| | | $ | (791,878) | | | | | $ | (4,986,477) | | |
Adjustment: | | | | | | | | | | | | | |
Non-controlling interest
|
| | | | 143,838 | | | | | | (15,496) | | |
Depreciation and amortization
|
| | | | 1,011,828 | | | | | | 574,382 | | |
Bad debt provision
|
| | | | 151,132 | | | | | | 39,868 | | |
Impairment for equity investment
|
| | | | — | | | | | | 3,905,413 | | |
Shares issued for compensation
|
| | | | — | | | | | | — | | |
Changes in operating assets: | | | | | | | | | | | | | |
Decrease/(increase) of restricted cash, current
|
| | | | 5,138,464 | | | | | | (1,024,184) | | |
Decrease/(increase) of accounts receivable
|
| | | | (1,409,645) | | | | | | (149,308) | | |
Decrease/(increase) of advances to suppliers
|
| | | | (101,591) | | | | | | (120,836) | | |
Decrease/(increase) of prepaid expenses and other receivables
|
| | | | (213,377) | | | | | | (188,384) | | |
Decrease/(increase) of inventories
|
| | | | 93,407 | | | | | | (197,693) | | |
Decrease/(increase) of deferred tax assets
|
| | | | — | | | | | | 25,480 | | |
Increase/(decrease) of accounts payable
|
| | | | 607,138 | | | | | | (301,449) | | |
Increase/(decrease) of advances from customers
|
| | | | 306,470 | | | | | | 192,649 | | |
Increase/(decrease) of accrued expenses and other payables
|
| | | | 1,803,692 | | | | | | (1,816,819) | | |
Increase/(decrease) of lease liabilities
|
| | | | 148,549 | | | | | | (102,262) | | |
Cash (used in) / provided by operating activities
|
| | | | 6,888,027 | | | | | | (4,165,116) | | |
Purchase of property, plant and equipment
|
| | | | (20,073) | | | | | | (277,130) | | |
Acquiring of intangible assets and long-term prepaid expenses
|
| | | | (5,114) | | | | | | — | | |
Payment for short-term investment
|
| | | | (5,399,864) | | | | | | — | | |
Payment for equity investment
|
| | | | (2,007) | | | | | | — | | |
Proceeds from disposal of investment in real property
|
| | | | 14,143 | | | | | | 2,886 | | |
Proceeds from rental deposit
|
| | | | — | | | | | | — | | |
Cash increased by acquisition
|
| | | | — | | | | | | 6,274,879 | | |
Cash provided by / (used in) investing activities
|
| | | | (5,412,915) | | | | | | 6,000,635 | | |
Proceeds/(repayment) of bank loans, net
|
| | | | 256,612 | | | | | | 319,313 | | |
Proceeds/(repayment) of note payable, net
|
| | | | (656,803) | | | | | | 1,181,150 | | |
Proceeds/(repayment) from related parties
|
| | | | (1,295,813) | | | | | | 1,978,130 | | |
Repayment of finance lease liability
|
| | | | (677,586) | | | | | | (602,071) | | |
Proceeds from allotment of shares
|
| | | | 616,469 | | | | | | 160,320 | | |
Dividend paid to non-controlling shareholders of a subsidiary
|
| | | | — | | | | | | — | | |
Cash provided by/ (used in) financing activities
|
| | | | (1,757,121) | | | | | | 3,036,842 | | |
Foreign currency effect
|
| | | | (249,570) | | | | | | 294 | | |
Total cashflow
|
| | | $ | (531,579) | | | | | $ | 4,872,655 | | |
Cash as of January 1,
|
| | | | 4,949,540 | | | | | | — | | |
Cash as of June 30,
|
| | | | 4,417,961 | | | | | | 4,872,655 | | |
Net cash increase/(decrease)
|
| | | $ | (531,579) | | | | | $ | 4,872,655 | | |
Supplementary information | | | | | | | | | | | | | |
Taxes paid
|
| | | | 73,087 | | | | | | 48,641 | | |
Interest paid
|
| | | | 131,038 | | | | | | 85,389 | | |
Name
|
| |
Date of
Incorporation |
| |
Percentage of
effective ownership |
| |
Principal
Activities |
|
Subsidiaries | | | | | | | | | | |
ETAO International Medical Technology Ltd. | | |
August 31, 2020
|
| |
100%
|
| |
WFOE, Technology
|
|
VIE and subsidiaries of VIE | | | | | | | | | | |
Aaliance Insurance Brokers Co., Ltd and its 20 branches in China | | |
July 14, 2010
|
| |
VIE, 85% owned
|
| |
Insurance Broker
|
|
Shanghai Weiming Info-tech Co., Ltd | | |
November 10, 2017
|
| |
90% owned subsidiary of 85% owned VIE
|
| |
Software, online advertising support
|
|
Shandong Duorui Info-tech Co., Ltd. | | |
March 6, 2019
|
| |
70% owned subsidiary of 85% owned VIE
|
| |
Software, online advertising support
|
|
Shandong Jingkai Info-tech Co., Ltd. | | |
August 11, 2020
|
| |
70% owned subsidiary of 85% owned VIE
|
| |
Software, online advertising support
|
|
Jiangxi Qianhu Healthcare Group (Qianhu) | | |
July 1, 2019
|
| |
51% owned VIE
|
| |
Cosmetology Hospital
|
|
Changsha Zhuoermei Medical Cosmetology Co., Ltd | | |
February 14, 2010
|
| |
100% owned subsidiary of 51% owned VIE
|
| |
Cosmetology Hospital
|
|
Yichun Aicite Medical Cosmetology Co., Ltd. | | |
March 6, 2018
|
| |
100% owned subsidiary of 51% owned VIE
|
| |
Cosmetology Hospital
|
|
Nanchang Ailaifu Medical Cosmetology Co., Ltd. | | |
September 11, 2015
|
| |
80% owned subsidiary of 51% owned VIE
|
| |
Cosmetology Hospital
|
|
Nanchang Hongpingguo Medical Cosmetology Co., Ltd. | | |
September 30, 2016
|
| |
80% owned subsidiary of 51% owned VIE
|
| |
Cosmetology Hospital
|
|
Changsha Keyanmei Medical Cosmetology Co., Ltd. | | |
June 23, 2015
|
| |
51% owned subsidiary of 51% owned VIE
|
| |
Cosmetology Hospital
|
|
Hangzhou 6D Dental Medical Technology Co., LTD | | |
August 30, 2010
|
| |
51% owned VIE
|
| |
Dental
|
|
Quzhou 6D Dental Clinic Co., LTD | | |
March 16, 2015
|
| |
51% owned subsidiary of 51% owned VIE
|
| |
Dental
|
|
Hangzhou Sunsmile Dental Clinic | | |
May 18, 2017
|
| |
60% owned subsidiary of 51% owned VIE
|
| |
Dental
|
|
Chain Workshop (Beijing) Co.,Ltd. | | |
August 27, 2003
|
| |
100% owned VIE
|
| |
AI, online healthcare
|
|
Shenzhen Gingularity Information
Technology Co., Ltd |
| |
February 17, 2017
|
| |
100% owned subsidiary of 100% owned VIE
|
| |
AI, online healthcare
|
|
Henan Shangshan Healthcare Technology Co., Ltd. | | |
August 19, 2019
|
| |
51% owned subsidiary of 100%
|
| |
AI, online healthcare
|
|
Name
|
| |
Date of
Incorporation |
| |
Percentage of
effective ownership |
| |
Principal
Activities |
|
| | | | | |
owned VIE
|
| | | |
Nanjing Changguan Info-tech Co., Ltd. | | |
January 5, 2010
|
| |
51% owned subsidiary of 100% owned VIE
|
| |
AI, online healthcare
|
|
Hunan Zhichao Healthcare Technology Limited | | |
August 17, 2017
|
| |
51% owned VIE
|
| |
Healthcare technology
|
|
Henyang Kangning Health Management Limited | | |
April 28, 2015
|
| |
51% owned VIE
|
| |
Health management
|
|
Guiyang Tianlun Infertility Hospital Limited | | |
March 29, 2021
|
| |
51% owned VIE
|
| |
Hospital
|
|
Mengzhou Minsheng Hospital Limited
|
| |
May 11, 2018
|
| |
51% owned VIE
|
| |
Hospital
|
|
Changxing Zhizhou Hospital Limited | | |
March 5, 2019
|
| |
51% owned VIE
|
| |
Hospital
|
|
Beijing Baihuabaihui Biotech Limited | | |
January 22, 2014
|
| |
55% owned VIE
|
| |
Bio-tech
|
|
Beijing Dnurse Technology Co.,Ltd | | |
July 30, 2013
|
| |
67.39% owned VIE
|
| |
Nursing
|
|
| | |
For the six months ended June 30, 2022
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | 33,836,335 | | | | | $ | — | | | | | $ | 33,836,335 | | |
Cost of revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | (21,723,366) | | | | | $ | — | | | | | $ | (21,723,366) | | |
Share of loss from non-VIE subsidiaries
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Share of income/(loss) from VIEs
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net income/(loss) attribute to Etao’s shareholders
|
| | | $ | (1,070,417) | | | | | $ | — | | | | | $ | 278,539 | | | | | $ | — | | | | | $ | (791,878) | | |
Comprehensive loss
|
| | | $ | (1,070,417) | | | | | $ | — | | | | | $ | (623,818) | | | | | $ | — | | | | | $ | (1,694,235) | | |
| | |
For the six months ended June 30, 2021
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | 15,997,155 | | | | | $ | — | | | | | $ | 15,997,155 | | |
Cost of revenues
|
| | | $ | — | | | | | $ | — | | | | | $ | (12,150,733) | | | | | $ | — | | | | | $ | (12,150,733) | | |
Share of loss from non-VIE subsidiaries
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Share of income/(loss) from VIEs
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Net income/(loss) attribute to Etao’s shareholders
|
| | | $ | (3,781,847) | | | | | $ | — | | | | | $ | (1,204,630) | | | | | $ | — | | | | | $ | (4,986,477) | | |
Comprehensive loss
|
| | | $ | (3,781,847) | | | | | $ | — | | | | | $ | (1,145,704) | | | | | $ | — | | | | | $ | (4,927,551) | | |
| | |
As of June 30, 2022
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | 26,547,419 | | | | | $ | — | | | | | $ | 26,547,419 | | |
Investments in non-VIE subsidiaries
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Equity in VIEs through VIE agreements
|
| | | $ | 169,874,463 | | | | | $ | — | | | | | $ | — | | | | | $ | (169,874,463) | | | | | $ | — | | |
Non-current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | 36,076,155 | | | | | $ | 155,535,265 | | | | | $ | 191,611,420 | | |
Total liabilities
|
| | | $ | 22,939,362 | | | | | $ | — | | | | | $ | 46,470,471 | | | | | $ | (4,592,902) | | | | | $ | 64,816,931 | | |
Shareholders’ equity
|
| | | $ | 146,935,101 | | | | | $ | — | | | | | $ | 16,153,102 | | | | | $ | (9,746,296) | | | | | $ | 153,341,907 | | |
| | |
As of December 31, 2021
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | 26,531,563 | | | | | $ | — | | | | | $ | 26,531,563 | | |
Investments in non-VIE subsidiaries
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | |
Equity in VIEs through VIE agreements
|
| | | $ | 169,874,463 | | | | | $ | — | | | | | $ | | | | | $ | (169,874,463) | | | | | $ | — | | | |
Non-current assets
|
| | | $ | — | | | | | $ | — | | | | | $ | 39,097,802 | | | | | $ | 156,262,246 | | | | | $ | 195,360,048 | | |
Total liabilities
|
| | | $ | 22,831,753 | | | | | $ | — | | | | | $ | 48,662,344 | | | | | $ | (3,865,921) | | | | | $ | 67,628,176 | | |
Shareholders’ equity
|
| | | $ | 147,042,710 | | | | | $ | — | | | | | $ | 16,967,020 | | | | | $ | (9,746,296) | | | | | $ | 154,263,434 | | |
| | |
For the six months ended June 30, 2022
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Net cash provided by (used in) operating activities
|
| | | $ | (724,078) | | | | | $ | — | | | | | $ | 7,612,105 | | | | | $ | — | | | | | $ | 6,888,027 | | |
Net cash provided by investing activities
|
| | | $ | | | | | $ | — | | | | | $ | (5,412,915) | | | | | | — | | | | | $ | (5,412,915) | | | |
Net cash provided by (used in) financing activities
|
| | | $ | 724,078 | | | | | $ | — | | | | | $ | (2,481,199) | | | | | $ | — | | | | | $ | (1,757,121) | | |
| | |
For the six months ended June 30, 2021
|
| |||||||||||||||||||||||||||
| | |
Parent
|
| |
Non-VIE
subsidiaries |
| |
VIE
|
| |
Elimination
|
| |
Consolidated
|
| |||||||||||||||
Net cash provided by (used in) operating activities
|
| | | $ | (160,320) | | | | | $ | — | | | | | $ | (4,004,796) | | | | | $ | — | | | | | $ | (4,165,116) | | |
Net cash provided by investing activities
|
| | | $ | | | | | $ | — | | | | | $ | 6,000,635 | | | | | | — | | | | | $ | 6,000,635 | | | |
Net cash provided by (used in) financing activities
|
| | | $ | 160,320 | | | | | $ | — | | | | | $ | 2,876,522 | | | | | $ | — | | | | | $ | 3,036,842 | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
Balance sheet items, except for equity accounts
|
| | | | 6.7030 | | | | | | 6.3524 | | |
| | |
For the Six Months
Ended June 30, |
| |||||||||
| | |
2021
|
| |
2020
|
| ||||||
Items in the statements of operations and comprehensive income (loss), and statements of cash flows
|
| | | | 6.4816 | | | | | | 6.4696 | | |
Category
|
| |
Estimated useful lives
|
|
Furniture
|
| | 5 years | |
Office equipment
|
| | 3 – 15 years | |
Vehicle
|
| | 5 years | |
Medical equipment
|
| | 5 – 10 years | |
Buildings
|
| | 50 years | |
Leasehold improvement
|
| | The same as the operating lease period | |
Category
|
| |
Estimated useful lives
|
|
Software
|
| | 5 – 10 years | |
Land use right
|
| | 50 years | |
Domain names
|
| | 5 – 6 years | |
Trademark and patent
|
| | 5 – 20 years | |
Customer relationship
|
| | 9 – 10 years | |
| | |
2022
|
| |
2021
|
| ||||||
Net product revenue
|
| | | $ | 3,424,954 | | | | | $ | 1,565,887 | | |
Hospital services revenue
|
| | | | 22,951,190 | | | | | | 9,498,271 | | |
Insurance brokage
|
| | | | 7,140,662 | | | | | | 4,680,970 | | |
Software and other technical service revenue
|
| | | | 319,529 | | | | | | 252,027 | | |
Total
|
| | | $ | 33,836,335 | | | | | $ | 15,997,155 | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Accounts receivable
|
| | | | 10,399,329 | | | | | $ | 9,534,951 | | |
Less: allowance for doubtful accounts
|
| | | | (667,029) | | | | | | (663,914) | | |
Accounts receivable, net
|
| | | $ | 9,732,300 | | | | | $ | 8,871,037 | | |
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Balance at beginning of the year
|
| | | | (663,914) | | | | | $ | — | | |
Additions of provision
|
| | | | (39,133) | | | | | | (306,723) | | |
Additions by acquisition
|
| | | | — | | | | | | (346,023) | | |
Exchange effect
|
| | | | 36,018 | | | | | | (11,168) | | |
Balance at end of the year
|
| | | $ | (667,029) | | | | | $ | (663,914) | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Prepaid expenses
|
| | | | 73,338 | | | | | | 212,021 | | |
Prepaid tax
|
| | | | 19,917 | | | | | | 115,216 | | |
Loan to third parties(i)
|
| | | | 1,950,895 | | | | | | 1,768,810 | | |
Short-term deposits
|
| | | | 118,796 | | | | | | 126,765 | | |
Paid on behalf of customers or suppliers
|
| | | | 7,211 | | | | | | 117,332 | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Receivable from third parties
|
| | | | 1,467,909 | | | | | | 275,689 | | |
Employee advances
|
| | | | 235,912 | | | | | | 930,600 | | |
Others
|
| | | | — | | | | | | 323,633 | | |
Subtotal | | | | | 3,873,978 | | | | | | 3,870,066 | | |
Less: allowance for doubtful accounts
|
| | | | (426,237) | | | | | | (335,483) | | |
Total prepayments and other current assets, net
|
| | |
$
|
3,447,741
|
| | | | $ | 3,534,583 | | |
|
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Balance at beginning of the year
|
| | | | (335,483) | | | | | $ | — | | |
Additions by acquisition
|
| | | | — | | | | | | (397,157) | | |
Addition
|
| | | | (108,301) | | | | | | — | | |
Written off
|
| | | | — | | | | | | 68,764 | | |
Exchange effect
|
| | | | 17,547 | | | | | | (7,090) | | |
Balance at end of the year
|
| | | $ | (426,237) | | | | | $ | (335,483) | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Raw material
|
| | | | 82,012 | | | | | $ | 40,951 | | |
Finished goods
|
| | | | 1,907,609 | | | | | | 2,245,303 | | |
Packing materials
|
| | | | — | | | | | | — | | |
Low value consumables
|
| | | | 99,051 | | | | | | 83,840 | | |
Subtotal | | | | | 2,088,672 | | | | | | 2,370,094 | | |
Less: Inventory write-down
|
| | | | (8,010) | | | | | | (79,291) | | |
Inventories, net
|
| | |
$
|
2,080,662
|
| | | | $ | 2,290,803 | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Office equipment
|
| | | | 1,303,590 | | | | | | 1,307,842 | | |
Vehicle
|
| | | | 350,914 | | | | | | 370,282 | | |
Medical equipment
|
| | | | 13,990,940 | | | | | | 14,552,326 | | |
Leasehold improvement
|
| | | | 1,493,859 | | | | | | 1,834,301 | | |
Buildings
|
| | | | 14,937,715 | | | | | | 15,762,140 | | |
Subtotal
|
| | | | 32,077,018 | | | | | | 33,826,891 | | |
Less: accumulated depreciation
|
| | | | (14,133,678) | | | | | | (14,218,256) | | |
Property and equipment, net
|
| | | $ | 17,943,340 | | | | | | 19,608,635 | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Software
|
| | | | 1,418,184 | | | | | $ | 1,551,446 | | |
Subtotal
|
| | | | 1,418,184 | | | | | | 1,551,446 | | |
Less: accumulated amortization
|
| | | | (726,123) | | | | | | (733,806) | | |
Intangible asset, net
|
| | | | 692,061 | | | | | $ | 817,640 | | |
|
By June 30, 2023
|
| | | $ | 94,394 | | |
|
By June 30, 2024
|
| | | | 92,473 | | |
|
By June 30, 2025
|
| | | | 88,115 | | |
|
By June 30, 2026
|
| | | | 84,668 | | |
|
By June 30, 2027
|
| | | | 82,761 | | |
|
Thereafter
|
| | | | 249,650 | | |
|
Total
|
| | | $ | 692,061 | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Original cost
|
| | | | 558,523 | | | | | | 589,348 | | |
Less: accumulated amortization
|
| | | | (36,733) | | | | | | (32,797) | | |
Land use right, net
|
| | | | 521,790 | | | | | $ | 556,551 | | |
|
By June 30, 2023
|
| | | $ | 16,081 | | |
|
By June 30, 2024
|
| | | | 16,081 | | |
|
By June 30, 2025
|
| | | | 16,081 | | |
|
By June 30, 2026
|
| | | | 16,081 | | |
|
By June 30, 2027
|
| | | | 16,081 | | |
|
Thereafter
|
| | | | 441,385 | | |
|
Total
|
| | | $ | 521,790 | | |
| | |
As of
|
| |||||||||
Investee
|
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Changsha Zhenghe Orthopedics Hospital Limited
|
| | | | 3,766,000 | | | | | | 3,766,000 | | |
Weiyin Universe
|
| | | | 1,939 | | | | | | — | | |
Beijing Zhongqihuashang Venture Investment Management Co., Ltd.
|
| | | | 134,268 | | | | | | 141,679 | | |
Subtotal
|
| | | | 3,902,207 | | | | | | 3,907,679 | | |
Less: Impairment
|
| | | | (3,900,268) | | | | | | (3,907,679) | | |
Equity investment, net
|
| | | | 1,939 | | | | | $ | — | | |
| | |
Aaliance
|
| |
6D
|
| |
Changxing
|
| |
Mengzhou
|
| |
Qianhu
|
| |
Tianlun
|
| ||||||||||||||||||
Net assets at acquisition
|
| | | | (504,043) | | | | | | 1,609,057 | | | | | | 1,080,960 | | | | | | 11,481,201 | | | | | | (1,608,994) | | | | | | 1,491,694 | | |
Non-controlling interest for original shareholders of the subsidiaries
|
| | | | (75,606) | | | | | | 788,438 | | | | | | 529,670 | | | | | | 5,625,789 | | | | | | (788,407) | | | | | | 730,930 | | |
Net assets allocated to Etao
|
| | | | (428,436) | | | | | | 820,619 | | | | | | 551,289 | | | | | | 5,855,413 | | | | | | (820,587) | | | | | | 760,764 | | |
Total consideration
|
| | | | 32,843,889 | | | | | | 8,630,774 | | | | | | 10,036,800 | | | | | | 18,261,300 | | | | | | 11,286,301 | | | | | | 10,765,070 | | |
Goodwill
|
| | | | 33,272,325 | | | | | | 7,810,155 | | | | | | 9,485,511 | | | | | | 12,405,887 | | | | | | 12,106,888 | | | | | | 10,004,306 | | |
| | |
Kangning
|
| |
Chain
|
| |
Zhichao
|
| |
Baihuabaihui
|
| |
Dnurse
|
| |
Total
|
| ||||||||||||||||||
Net assets at acquisition
|
| | | | 1,011,114 | | | | | | 561,566 | | | | | | 113,014 | | | | | | 618,560 | | | | | | 2,273,564 | | | | | | 18,127,693 | | |
Non-controlling interest for original shareholders of the subsidiaries
|
| | | | 495,446 | | | | | | — | | | | | | 55,377 | | | | | | 278,352 | | | | | | 741,409 | | | | | | 8,381,397 | | |
Net assets allocated to Etao
|
| | | | 515,668 | | | | | | 561,566 | | | | | | 57,637 | | | | | | 340,208 | | | | | | 1,532,155 | | | | | | 9,746,296 | | |
Total consideration
|
| | | | 4,067,538 | | | | | | 19,231,000 | | | | | | 23,538,000 | | | | | | 10,154,000 | | | | | | 21,059,790 | | | | | | 169,874,463 | | |
Goodwill
|
| | | | 3,551,870 | | | | | | 18,669,434 | | | | | | 23,480,363 | | | | | | 9,813,792 | | | | | | 19,527,635 | | | | | | 160,128,167 | | |
Bank loans
|
| |
USD
|
| |
RMB
|
| |
Period
|
| |
Interest
rate |
| |
Third Party
guarantee |
| |
Personal
guarantee |
| ||||||||||||
Short-term Bank loan
|
| | | | | | | | | | | | | | | | | ||||||||||||||
1
|
| | | | 745,935 | | | | | | 5,000,000 | | | |
24-Apr-21
|
| |
23-Aug-22
|
| | | | 5.25% | | | | | | |
Wang Ping,
Wang Tianlin
|
|
2
|
| | | | 223,781 | | | | | | 1,500,000 | | | |
25-Apr-21
|
| |
24-Apr-22
|
| | | | 5.25% | | | |
Shanghai Venture
Financing Guarantee Ltd. |
| |
Wang Ping
|
|
3
|
| | | | 223,781 | | | | | | 1,500,000 | | | |
24-May-21
|
| |
25-May-22
|
| | | | 3.56% | | | |
Shanghai Micro-
companies Guarantee Fund |
| |
Wang Ping, Qiu
Tian’e |
|
4
|
| | | | 880,204 | | | | | | 5,900,000 | | | |
11-Nov-21
|
| |
10-Nov-23
|
| | | | 5.50% | | | | | | | | |
5
|
| | | | 237,864 | | | | | | 1,594,399 | | | |
4-Jan-22
|
| |
4-Jan-23
|
| | | | 5.50% | | | | | | | | |
6
|
| | | | 176,884 | | | | | | 1,185,650 | | | |
28-Jan-22
|
| |
17-Jan-23
|
| | | | 5.50% | | | | | | | | |
7
|
| | | | 167,854 | | | | | | 1,125,122 | | | |
4-Mar-22
|
| |
3-Mar-23
|
| | | | 5.50% | | | | | | | | |
8
|
| | | | 200,894 | | | | | | 1,346,593 | | | |
2-Apr-22
|
| |
21-Mar-23
|
| | | | 5.50% | | | | | | | | |
9
|
| | | | 105,637 | | | | | | 708,082 | | | |
27-Jul-21
|
| |
27-Jul-22
|
| | | | 3.85% | | | | | | | | |
10
|
| | | | 2,984 | | | | | | 20,000 | | | |
28-Jun-22
|
| |
28-Jun-23
|
| | | | 5.40% | | | | | | | | |
11
|
| | | | 29,837 | | | | | | 200,000 | | | |
27-Jul-21
|
| |
22-Jul-22
|
| | | | 4.65% | | | | | | | | |
12
|
| | | | 29,837 | | | | | | 200,000 | | | |
14-Aug-21
|
| |
9-Aug-22
|
| | | | 4.65% | | | | | | | | |
13
|
| | | | 44,756 | | | | | | 300,000 | | | |
13-Jul-21
|
| |
8-Jul-22
|
| | | | 4.65% | | | | | | | | |
14
|
| | | | 44,756 | | | | | | 300,000 | | | |
30-Jul-21
|
| |
25-Jul-22
|
| | | | 4.65% | | | | | | | | |
15
|
| | | | 74,594 | | | | | | 500,000 | | | |
13-Oct-21
|
| |
12-Sep-22
|
| | | | 5.50% | | | | | | | | |
16
|
| | | | 29,837 | | | | | | 200,000 | | | |
1-Feb-22
|
| |
31-Jan-23
|
| | | | 6.72% | | | | | | | | |
17
|
| | | | 275,325 | | | | | | 1,845,500 | | | |
18-Jun-22
|
| |
18-Jun-23
|
| | | |
4.2% float |
| | | | | | | |
Sub -total
|
| | |
|
3,494,759
|
| | | |
|
23,425,346
|
| | | | | | | | | | | | | | | | | | | |
Long-term bank loan – current | | | | | | | | | | | | | | | | | | | | ||||||||||||
1
|
| | | | 146,696 | | | | | | 983,300 | | | |
24-Oct-20
|
| |
24-Oct-22
|
| | | | 4.6% | | | |
Building
|
| | | |
2
|
| | | | 42,325 | | | | | | 283,706 | | | |
24-Oct-20
|
| |
24-Oct-22
|
| | | | 7.2% | | | | | | | | |
3
|
| | | | 16,246 | | | | | | 108,897 | | | |
18-Oct-20
|
| |
18-Oct-22
|
| | | | 10.08% | | | | | | | | |
Sub-total
|
| | |
|
205,267
|
| | | |
|
1,375,903
|
| | | | | | | | | | | | | | | | | | | |
Total Loan
|
| | |
|
3,700,026
|
| | | |
|
24,801,249
|
| | | | | | | | | | | | | | | | | | | |
Bank loans
|
| |
USD
|
| |
RMB
|
| |
Period
|
| |
Interest
rate |
| ||||||||||||
1
|
| | | | 350,372 | | | | | | 2,348,541 | | | |
4-Jan-22
|
| |
4-Jul-22
|
| | | | — | | |
2
|
| | | | 307,869 | | | | | | 2,063,645 | | | |
28-Jan-22
|
| |
28-Jul-22
|
| | | | — | | |
3
|
| | | | 984,635 | | | | | | 6,600,000 | | | |
9-Mar-22
|
| |
9-Feb-23
|
| | | | — | | |
4
|
| | | | 312,211 | | | | | | 2,092,747 | | | |
31-Mar-22
|
| |
1-Oct-22
|
| | | | — | | |
5
|
| | | | 449,452 | | | | | | 3,012,676 | | | |
28-Apr-22
|
| |
28-Oct-22
|
| | | | — | | |
6
|
| | | | 559,418 | | | | | | 3,749,775 | | | |
7-Jun-22
|
| |
7-Dec-22
|
| | | | — | | |
Total
|
| | | | 2,963,957 | | | | | | 19,867,384 | | | | | | | | | | | | | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Payroll payable
|
| | | | 2,740,812 | | | | | $ | 3,163,773 | | |
Insurance fees collected to be paid to insurance companies
|
| | | | 5,726,306 | | | | | | 4,368,289 | | |
Tax payable
|
| | | | 1,417,403 | | | | | | 1,075,956 | | |
Accrued liability
|
| | | | 409,403 | | | | | | 625,523 | | |
Loan from third parties(i)
|
| | | | 1,508,420 | | | | | | 2,304,391 | | |
Others
|
| | | | 4,866,681 | | | | | | 4,210,680 | | |
| | | | $ | 16,669,025 | | | | |
$
|
15,748,612
|
| |
| | |
For the six months ended
|
| |||||||||
| | |
June 30,
2022 |
| |
June 30,
2021 |
| ||||||
Current income tax expenses
|
| | | | 390,181 | | | | | | 125,592 | | |
Deferred income tax effect
|
| | | | — | | | | | | — | | |
| | |
For the six months ended
|
| |||||||||
| | |
June 30,
2022 |
| |
June 30,
2021 |
| ||||||
Total income tax expenses
|
| | | $ | 390,181 | | | | | $ | 125,592 | | |
|
| | |
For the six months ended
|
| |||||||||
| | |
June 30,
2022 |
| |
June 30,
2021 |
| ||||||
Loss before income tax expense
|
| | | $ | (233,000) | | | | | $ | (4,876,381) | | |
Computed income tax expense with statutory tax rate
|
| | | | (58,250) | | | | | | (1,219,095) | | |
Preferential deduction
|
| | | | — | | | | | | — | | |
Changes in valuation allowance
|
| | | | 448,431 | | | | | | 1,344,687 | | |
Income tax expense
|
| | | $ | 390,181 | | | | | $ | 125,592 | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Deferred tax assets: | | | | | | | | | | | | | |
Bad debt provision
|
| | | $ | 84,448 | | | | | $ | 89,109 | | |
Total deferred tax assets
|
| | | | 84,448 | | | | | | 89,109 | | |
Valuation allowance
|
| | | | — | | | | | | — | | |
Deferred tax assets, net of valuation allowance:
|
| | | | 84,448 | | | | | | 89,109 | | |
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
1 | | | Wang Ping | | | Non-controlling shareholder of the Company | |
2 | | | Executives of a subsidiary as a group | | | Executives of a subsidiary | |
3 | | | Mr. Li Zhiqiang | | | Non-controlling shareholder of the Company | |
4 | | | Mengzhou Dexin Concrete Co., Ltd. | | | Subsidiary of Mr. Li Zhiqiang | |
5 | | | Mengzhou Dexin Health Industry Investment Management Co., Ltd. | | | Subsidiary of Mr. Li Zhiqiang | |
6 | | | Mr. Yang Hongming | | | Non-controlling shareholder of the Company | |
7 | | | Mr.Yang Yang | | | Director of company’s subsidiary | |
8 | | | Mr.Qian Xiaofang | | | Supervisor of company’s subsidiary | |
9 | | | Changxing Zhizhou Rehabilitation Nursing Home | | | Subsidiary of 6 | |
10 | | | Hu Haibo | | | Non-controlling shareholder of the Company | |
11 | | | Wang Xuelei | | | Non-controlling shareholder of the Company | |
12 | | | Jiangxi 123 investment management Co. Ltd | | | Non-controlling shareholder of the Company | |
13 | | | Quan Xiaoyu | | | Non-controlling shareholder of the Company | |
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
14 | | | Yue Xuexin | | | Non-controlling shareholder of the Company | |
15 | | | Wen Liping | | | Non-controlling shareholder of the Company | |
16 | | | Hengyang Tongdexiang medical Co., Ltd | | | Subsidiary of Wen Liping | |
17 | | | Zhao Tianming | | | Non-controlling shareholder of the Company | |
18 | | | Yue Ziman | | | Non-controlling shareholder of the Company | |
19 | | | Hunan Anyue Kangning healthy management Co. Ltd | | | Subsidiary of non-controlling shareholder of the Company | |
20 | | | Changning Kangning healthy management Co. Ltd | | | Subsidiary of non-controlling shareholder of the Company | |
21 | | | Zhongqi Gaoda (Beijing) Investment Fund Management Co., Ltd. | | | Subsidiary of Executives of the Company | |
22 | | | Zhongqi Harbor (Beijing) Capital Management Co., Ltd. | | | Subsidiary of Executives of the Company | |
23 | | | Yu Xiaolei | | | Non-controlling shareholder of the Company | |
24 | | | Du Jun | | | Director of a subsidiary | |
25 | | | Shenzhen Qidian Future Venture Capital LLP | | | Non-controlling shareholder of the Company | |
26 | | | Zhongqi Xinxing Venture Investment Fund | | | Subsidiary of Executives of the Company | |
27 | | | Zhongqi Fortune Investment Management Nanjing centre | | | Subsidiary of Executives of the Company | |
28 | | | Xin Yu | | | CEO of a subsidiary of the company | |
29 | | | Li Xiaoran | | | Executive of a subsidiary | |
30 | | | Cai Yuntao | | | Non-controlling shareholder of the Company | |
31 | | | Chen Jun | | | Director of a subsidiary | |
32 | | | Ning Quanxiu | | | Executive of a subsidiary | |
33 | | | Li Changzhong | | | Executive of a subsidiary | |
34 | | | Nanjing Xirun Health Management Co., Ltd | | | A company controlled by Li Changzhong | |
35 | | | Anhui Wanbaotang Traditional Chinese Medicine Museum Co., Ltd | | | A company controlled by Li Changzhong | |
36 | | |
Nanjing Fengfan Network Technology Co., Ltd.
|
| | A company controlled by Cai Yuntao | |
37 | | | Shen Xuewu | | | Director of a subsidiary | |
38 | | | Guoyi Qiankun (Beijing) Technology Co., Ltd. | | | Non-controlling shareholder of the Company | |
39 | | | Jingkang Zhixuan (Henan) medical technology Co. Ltd. | | | A company controlled by Guoyi Qiankun (Beijing) Technology Co., Ltd. | |
40 | | | Bailinuo Wuhan Management Consulting Co. Ltd | | | A company controlled by Shen Xuewu | |
41 | | | Wei Hong | | | Non-controlling shareholder of the Company | |
42 | | | Changsha Sinocare Inc | | | Non-controlling shareholder of the Company | |
43 | | | You Jia | | | Non-controlling shareholder of the Company | |
44 | | | Chen Yidong | | | CEO of a subsidiary of the company | |
45 | | | Wang Yuying | | | CEO of a subsidiary of the Company | |
46 | | | Yao Chunyan | | | Non-controlling shareholder of the Company | |
47 | | | Hangzhou Yixing Medical Devices Ltd. | | | A company controlled by You Jia | |
48 | | | Nanning 6 Dimension Dental Clinic | | | A company controlled by You Jia | |
49 | | | Lei Chen | | | Non-controlling shareholder of the Company | |
No.
|
| |
Name of Related Parties
|
| |
Relationship
|
|
50 | | | Liwen Wang | | | Non-controlling shareholder of the Company | |
51 | | | Shandong Taipu Investment Limited Liability Partnership | | | Non-controlling shareholder of the Company | |
52 | | | Sichuan Ruitao Technology Co.,Ltd | | | Non-controlling shareholder of the Company | |
53 | | | Guizhen Zuo | | | Non-controlling shareholder of the Company | |
54 | | | Xiaodong Wang | | | Non-controlling shareholder of the Company | |
55 | | | Hangzhou Red Feather Enterprise Management Consulting L.P. | | | Non-controlling shareholder of the Company | |
56 | | | Hangzhou Violet Stone Enterprise Management Consulting L.P. | | | Non-controlling shareholder of the Company | |
57 | | | Hengyang Hefukang Medical Technology Co., Ltd. | | | Subsidiary of non-controlling shareholder of the Company | |
58 | | | Jiujiang Ailaifu Medical Cosmetology Co., Ltd. | | | Subsidiary of non-controlling shareholder of the Company | |
59 | | | Wilson Liu | | | Controlling shareholder of the Company | |
60 | | | Sannuo Health Management Co., Ltd. | | | Subsidiary of non-controlling shareholder of the Company | |
| | |
As of
|
| |||||||||
Related parties
|
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Cai Yuntao
|
| | | | 3,713 | | | | | | — | | |
Chen Jun
|
| | | | 6,320 | | | | | | 10,282 | | |
Executives of a subsidiary as a group
|
| | | | 167,935 | | | | | | 8,915 | | |
Guoyi Qiankun (Beijing) Technology Co., Ltd
|
| | | | 7,459 | | | | | | 7,871 | | |
Hangzhou Yixing Medical Devices Ltd.
|
| | | | 38,925 | | | | | | 41,073 | | |
Hengyang Tongdexiang medical Co. ltd
|
| | | | 110,818 | | | | | | 101,192 | | |
Hengyang Hefukang Medical Technology Co., Ltd.
|
| | | | 17,179 | | | | | | — | | |
Jingkang Zhixuan (Henan) medical technology Co. Ltd
|
| | | | 5,967 | | | | | | 6,297 | | |
Li Changzhong
|
| | | | 1,016 | | | | | | 1,073 | | |
Nanjing Xirun Health Management Co., Ltd
|
| | | | 10,443 | | | | | | 11,019 | | |
Nanning 6 Dimension Dental Clinic
|
| | | | 42,570 | | | | | | 62,600 | | |
Ning Quanxiu
|
| | | | 8,842 | | | | | | 9,905 | | |
Quan Xiaoyu
|
| | | | 36,694 | | | | | | 38,719 | | |
Shen Xuewu
|
| | | | 51,963 | | | | | | 54,988 | | |
Zhongqi Gaoda (Beijing) Investment Fund Management Co., Ltd.
|
| | | | — | | | | | | 13,742 | | |
Zhongqi Harbor (Beijing) Capital Management Co., Ltd.
|
| | | | 27,251 | | | | | | 30,329 | | |
Zhongqi Xinxing Venture Investment Fund
|
| | | | 44,756 | | | | | | 47,226 | | |
Fu Xiaohong
|
| | | | 341,581 | | | | | | 370,553 | | |
Total | | | | | 923,433 | | | | | | 815,784 | | |
| | |
As of
|
| |||||||||
Related parties
|
| |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Du Jun
|
| | | | 46,952 | | | | | | 114,634 | | |
Anhui WanbaotangTraditional Chinese Medicine Museum Co., Ltd
|
| | | | 3,542 | | | | | | 3,737 | | |
Bailinuo Wuhan Management Consulting Co. Ltd
|
| | | | 24,262 | | | | | | 3,744 | | |
Cai Yuntao
|
| | | | — | | | | | | 4,110 | | |
Changxing Zhizhou Rehabilitation Nursing Home
|
| | | | 59,675 | | | | | | 62,968 | | |
Zhongqi Fortune Investment Management Nanjing centre
|
| | | | 257,825 | | | | | | 198,499 | | |
Executives as a group
|
| | | | 409,623 | | | | | | 523,604 | | |
Fangzhou Yidao (Beijing) Health Technology Co., LTD
|
| | | | 298,374 | | | | | | 314,842 | | |
Hu Haibo
|
| | | | 1,712,680 | | | | | | 1,730,615 | | |
Hunan Chenghe Enterprise Management Consulting Co.
|
| | | | 21,858 | | | | | | 23,065 | | |
Jiangxi 123 investment management Co. Ltd
|
| | | | 89,512 | | | | | | 94,452 | | |
Li Xiaoran
|
| | | | 13,989 | | | | | | 15,238 | | |
Mengzhou Dexin Concrete Co., Ltd.
|
| | | | 140,410 | | | | | | 193,811 | | |
Mr. Li Zhiqiang
|
| | | | 3,204,357 | | | | | | 3,875,903 | | |
Mr.Qian Xiaofang
|
| | | | 48,277 | | | | | | 66,684 | | |
Mr.Yang Yang
|
| | | | 1,008 | | | | | | 1,069 | | |
Nanjing Fengfan Network Technology Co., Ltd.
|
| | | | 133,177 | | | | | | 135,206 | | |
Wang Xuelei
|
| | | | 287,551 | | | | | | 183,390 | | |
Wang Yuying
|
| | | | — | | | | | | 28,965 | | |
Wangping
|
| | | | 2,430,713 | | | | | | 2,510,732 | | |
Wei Hong
|
| | | | 2,976 | | | | | | 3,141 | | |
Wen Liping
|
| | | | 100,731 | | | | | | 106,291 | | |
Xin Yu
|
| | | | 16,748 | | | | | | 17,672 | | |
Yang Hongming
|
| | | | 3,942,264 | | | | | | 3,879,317 | | |
You Jia
|
| | | | 442,001 | | | | | | 438,769 | | |
Yue Ziman
|
| | | | — | | | | | | 2 | | |
Zhao Tianming
|
| | | | 722,983 | | | | | | 1,036,655 | | |
Zhongqi Gaoda (Beijing) Investment Fund Management Co., Ltd.
|
| | | | 14,096 | | | | | | — | | |
Lei Chen
|
| | | | 1,773,570 | | | | | | 1,773,570 | | |
Liwen Wang
|
| | | | 624,034 | | | | | | 624,034 | | |
Shandong Taipu Investment Limited Liability Partnership
|
| | | | 1,116,692 | | | | | | 1,116,692 | | |
Sichuan Ruitao Technology Co.,Ltd
|
| | | | 624,034 | | | | | | 624,034 | | |
Guizhen Zuo
|
| | | | 225,726 | | | | | | 225,726 | | |
Xiaodong Wang
|
| | | | 687,009 | | | | | | 687,009 | | |
Hangzhou Red Feather Enterprise Management Consulting L.P.
|
| | | | 345,231 | | | | | | 345,231 | | |
Hangzhou Violet Stone Enterprise Management Consulting L.P.
|
| | | | 193,329 | | | | | | 193,329 | | |
Jiujiang Ailaifu Medical Cosmetology Co., Ltd.
|
| | | | 22,378 | | | | | | — | | |
Wilson Liu
|
| | | | 107,609 | | | | | | — | | |
Total | | | | $ | 20,145,197 | | | | | $ | 21,156,739 | | |
| | |
Nature
|
| |
For the six months ended
June 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| |||||||||
Mr.Yang Yang
|
| |
Expenses paid by related party
|
| | | | 1,043 | | | | | | 712 | | |
Mr.Qian Xiaofang
|
| |
Expenses paid by related party
|
| | | | 49,926 | | | | | | 76,883 | | |
Hunan Anyue Kangning healthy management Co.
Ltd |
| | Sales | | | | | 200,258 | | | | | | 108,352 | | |
Changning Kangning healthy management Co.
Ltd |
| | Sales | | | | | 3,086 | | | | | | — | | |
Du Jun
|
| |
Expenses paid by related party
|
| | | | 48,555 | | | | | | 23,856 | | |
Zhongqi Fortune Investment Management Nanjing centre
|
| |
Expenses paid by related party
|
| | | | 112,348 | | | | | | 112,556 | | |
Xin Yu
|
| |
Expenses paid by related party
|
| | | | 17,320 | | | | | | 17,352 | | |
Li Xiaoran
|
| |
Expenses paid by related party
|
| | | | 14,467 | | | | | | 14,459 | | |
Zhongqi Gaoda (Beijing) Investment Fund Management Co., Ltd.
|
| |
Expenses paid by related party
|
| | | | 14,703 | | | | | | — | | |
Cai Yuntao
|
| |
Expenses paid by related party
|
| | | | 142,948 | | | | | | 125,675 | | |
Bailinuo Wuhan Management Consulting Co.
Ltd |
| |
Expenses paid by related party
|
| | | | 25,091 | | | | | | — | | |
Changsha Sinocare Inc
|
| | Purchase | | | | | 1,060,327 | | | | | | 530,061 | | |
Nanning 6 Dimension Dental Clinic
|
| | Sales | | | | | — | | | | | | 1,037 | | |
Sannuo Health Management Co., Ltd.
|
| | Sales | | | | | 799,180 | | | | | | 377,453 | | |
| | |
For the six months ended June 30, 2022
|
| |||||||||||||||||||||||||||
| | |
Insurance
Brokage |
| |
Hospital
& Clinic |
| |
Telemedicine
& Digital |
| |
Unallocated
|
| |
Total
|
| |||||||||||||||
Revenue
|
| | | | 7,140,662 | | | | | | 24,641,205 | | | | | | 2,054,468 | | | | | | — | | | | | | 33,905,218 | | |
Operating loss
|
| | | | (229,859) | | | | | | 1,585,360 | | | | | | (646,600) | | | | | | (724,078) | | | | | | (15,178) | | |
Net loss
|
| | | | (324,995) | | | | | | 1,036,241 | | | | | | (610,349) | | | | | | (724,078) | | | | | | (623,181) | | |
| | |
As of June 30, 2022
|
| |||||||||||||||||||||||||||
| | |
Insurance
Brokage |
| |
Hospital
& Clinic |
| |
Telemedicine
& Digital |
| |
Unallocated
|
| |
Total
|
| |||||||||||||||
Current assets
|
| | | | 6,702,742 | | | | | | 17,316,549 | | | | | | 2,528,128 | | | | | | — | | | | | | 26,547,419 | | |
Non-current assets
|
| | | | 1,070,267 | | | | | | 34,248,727 | | | | | | 757,161 | | | | | | 155,535,265 | | | | | | 191,611,420 | | |
Total assets
|
| | | | 7,773,008 | | | | | | 51,565,276 | | | | | | 3,285,288 | | | | | | 155,535,265 | | | | | | 218,158,838 | | |
Total liability
|
| | | | 9,058,458 | | | | | | 35,876,851 | | | | | | 1,535,162 | | | | | | 18,346,460 | | | | | | 64,816,931 | | |
Majority shareholder’s equity/(deficit)
|
| | | | (1,919,753) | | | | | | 16,405,298 | | | | | | 1,688,332 | | | | | | 128,681,246 | | | | | | 144,855,122 | | |
Non-controlling interest
|
| | | | 634,304 | | | | | | (716,873) | | | | | | 61,794 | | | | | | 8,507,559 | | | | | | 8,486,785 | | |
| | |
As of
|
| |||||||||
| | |
June 30,
2022 |
| |
December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Percentage of the Company’s accounts receivable | | | | | | | | | | | | | |
Customer A
|
| | | | 14% | | | | | | 22% | | |
Customer B
|
| | | | 36% | | | | | | 35% | | |
| | |
For the six months ended
June 30, |
| |||||||||
| | |
2022
|
| |
2021
|
| ||||||
Operating lease expense
|
| | | | 1,995,430 | | | | | | 1,187,836 | | |
Finance lease expense
|
| | | | 201,656 | | | | | | 130,631 | | |
Total
|
| | | $ | 2,197,087 | | | | | $ | 1,318,467 | | |
|
By June 30, 2023
|
| | | $ | 2,044,932 | | |
|
By June 30, 2024
|
| | | | 1,978,767 | | |
|
By June 30, 2025
|
| | | | 1,731,134 | | |
|
By June 30, 2026
|
| | | | 974,886 | | |
|
By June 30, 2027
|
| | | | 840,272 | | |
|
Thereafter
|
| | | | 3,551,239 | | |
|
Total
|
| | | $ | 11,121,229 | | |
|
Imputed interest
|
| | | | (2,418,725) | | |
|
Present value of operating lease liabilities
|
| | | | 8,702,504 | | |
|
By June 30, 2023
|
| | | $ | 664,732 | | |
|
By June 30, 2024
|
| | | | — | | |
|
By June 30, 2025
|
| | | | — | | |
|
By June 30, 2026
|
| | | | — | | |
|
By June 30, 2027
|
| | | | — | | |
|
Thereafter
|
| | | | — | | |
|
Total
|
| | | $ | 664,732 | | |
|
Imputed interest
|
| | | | (14,206) | | |
|
Present value of finance lease liabilities
|
| | | | 650,526 | | |
| | |
As of June 30,
2022 |
| |
As of December 31,
2021 |
| ||||||
| | |
(Unaudited)
|
| | | | | | | |||
Weighted average remaining lease term (in years): | | | | | | | | | | | | | |
Operating leases
|
| | | | 6.2 | | | | | | 6.5 | | |
Finance leases
|
| | | | 0.4 | | | | | | 0.9 | | |
Weighted average discount rate: | | | | | | | | | | | | | |
Operating leases
|
| | | | 4.6% | | | | | | 4.6% | | |
Finance leases
|
| | | | 7.4% | | | | | | 7.5% | | |
| | |
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| | | | A-52 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-53 | | | |
| | | | A-54 | | | |
| | | | A-54 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-55 | | | |
| | | | A-57 | | | |
| | | | A-57 | | | |
| | | | A-58 | | |
|
EXHIBITS
|
| | | | | | |
| | | | | A-60 | | | |
| | | | | A-69 | | | |
| | | | | A-90 | | | |
|
SCHEDULES
|
| | | | | | |
| | | | | A-95 | | | |
| | | | | A-96 | | |
By: |
|
Stockholder
|
| |
Number of Shares
|
| |
Address for Notices
|
|
Top Value AEC Limited | | | 2,627,511 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
QHYL Limited | | | 902,904 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
6D Dental Limited | | | 690,462 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
BLCF Limited | | | 1,923,100 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Thignbone Limited | | | 376,600 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Hongfeipeng Limited | | | 2,353,800 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Hunan An Yue Kenny Health
Management Co Limited |
| | 312,600 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
GZTL Limited | | | 1,576,507 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
DXJK Limited | | | 1,093,800 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
YHM Limited | | | 602,208 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Titanic Summit Limited | | | 192,329 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Sannuo Hong Kong Limited | | | 625,000 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
SAIF IV Hong Kong (China Investment) Limited | | | 363,288 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Innovation Works Development Fund II, LP | | | 162,240 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
EterRatna Holdings Limited | | | 191,781 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
DNurse Co., Limited | | | 562,622 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Wensheng Liu | | | 3,300,000 shares of Class B Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Zhongboyu Holdings Co., LTD | | | 764,696 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Etao International Group Inc. | | | 2,971,500 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Baihuabaihui Limited | | | 1,015,400 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
WSHP Capital LLC | | | 3,631,800 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Zhongqi Fortune Co., Ltd | | | 55,300 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
LLJH Limited | | | 50,000 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
WiseHealth Limited | | | 44,333 shares of Class A Common Stock | | |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
Wallel Limited | | |
2,000 shares of Class A
Common Stock |
| |
1460 Broadway, 14th Floor
New York, NY 10036 |
|
By: |
|
By: |
|
By: |
|
By: |
|
By: |
|
| Top Value AEC Limited | |
| QHYL Limited | |
| 6D Dental Limited | |
| BLCF Limited | |
| Thignbone Limited | |
| Hongfeipeng Limited | |
| Hunan An Yue Kenny Health Management Co Limited | |
| GZTL Limited | |
| DXJK Limited | |
| YHM Limited | |
| Titanic Summit Limited | |
| Sannuo Hong Kong Limited | |
| SAIF IV Hong Kong (China Investment) Limited | |
| Innovation Works Development Fund II, LP | |
| EterRatna Holdings Limited | |
| DNurse Co., Limited | |
| Wensheng Liu | |
| Zhongboyu Holdings Co., LTD | |
| Etao International Group Inc. | |
| Baihuabaihui Limited | |
| WSHP Capital LLC | |
| Zhongqi Fortune Co., Ltd | |
| LLJH Limited | |
| WiseHealth Limited | |
| Wallel Limited | |
| ETAO INTERNATIONAL GROUP. | |
| MOUNTAIN CREST ACQUISITION CORP. III | |
By: |
|
By: |
|
| “Articles” | | | means these articles of association of the Company. | |
| “Auditor” | | | means the person for the time being performing the duties of auditor of the Company (if any). | |
| “Company” | | | means the above named company. | |
| “Directors” | | | means the directors for the time being of the Company. | |
| “Dividend” | | | means any dividend (whether interim or final) resolved to be paid on Shares pursuant to the Articles. | |
| “Electronic Record” | | | has the same meaning as in the Electronic Transactions Act. | |
| “Electronic Transactions Act” | | | means the Electronic Transactions Act (As Revised) of the Cayman Islands. | |
| “Member” | | | has the same meaning as in the Statute. | |
| “Memorandum” | | |
means the memorandum of association of the Company.
|
|
| “Ordinary Resolution” | | | means a resolution passed by a simple majority of the Members as, being entitled to do so, vote in person or, where proxies are allowed, by proxy at a general meeting, and includes a unanimous written resolution. In computing the majority when a poll is demanded regard shall be had to the number of votes to which each Member is entitled by the Articles. | |
| “Register of Members” | | | means the register of Members maintained in accordance with the Statute and includes (except where otherwise stated) any branch or duplicate register of Members. | |
| “Registered Office” | | | means the registered office for the time being of the Company. | |
| “Seal” | | | means the common seal of the Company and includes every duplicate seal. | |
| “Share” | | | means a share in the Company and includes a fraction of a share in the Company. | |
| “Special Resolution” | | | has the same meaning as in the Statute, and includes a unanimous written resolution. | |
| “Statute” | | | means the Companies Act (As Revised) of the Cayman Islands. | |
| “Subscriber” | | | means the subscriber to the Memorandum. | |
| “Treasury Share” | | | means a Share held in the name of the Company as a treasury share in accordance with the Statute. | |
|
By:
Name: Suying Liu
Title: Chief Executive Officer |
| | | |
|
Exhibit
|
| |
Description
|
|
| 10.13** | | | | |
| 10.14** | | | | |
| 10.15** | | | | |
| 10.16** | | | | |
| 10.17** | | | | |
| 10.18** | | | | |
| 10.19** | | | | |
| 10.20** | | | | |
| 10.21** | | | | |
| 10.22** | | | | |
| 10.23** | | | | |
| 10.24** | | | | |
| 10.25** | | | | |
| 10.26** | | | | |
| 10.27** | | | |
|
Exhibit
|
| |
Description
|
|
| 10.28** | | | Promissory Note by and among Etao International Group, ETAO International Healthcare Technology Co., Ltd., and Hunan An Yue Kenny Health Management Co Limited as the holder of the note, dated as of August 24, 2021. | |
| 10.29** | | | | |
| 10.30** | | | | |
| 10.31** | | | | |
| 10.32** | | | | |
| 10.33** | | | | |
| 10.34** | | | | |
| 10.35** | | | | |
| 15.1** | | | | |
| 21.1** | | | | |
| 23.1** | | | | |
| 23.2 | | | | |
| 23.3 | | | | |
| 23.4 | | | | |
| 23.5** | | | | |
| 99.1** | | | | |
| 99.2** | | | | |
| 99.3** | | | | |
| 99.4** | | | | |
| 99.5** | | | | |
| 99.6** | | | | |
| 99.7** | | | | |
| 101.INS*** | | | XBRL Instance Document | |
| 101.CAL*** | | | XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.SCH*** | | | XBRL Taxonomy Extension Schema Document | |
| 101.DEF*** | | | XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB*** | | | XBRL Taxonomy Extension Labels Linkbase Document | |
| 101.PRE*** | | | XBRL Taxonomy Extension Presentation Linkbase Document | |
|
Signature
|
| |
Title
|
| |
Date
|
|
|
/s/ Zihao Zhao
Zihao Zhao
|
| |
Sole Director
(Principal Executive Officer and Principal Financial and Accounting Officer) |
| |
December 28, 2022
|
|
Exhibit 8.1
345 Park Avenue New York, NY 10154 |
Main 212.407.4000 Fax 212.407.4990 www.loeb.com |
December 28 , 2022
Mountain Crest Acquisition Corp. III
Dr. Suying Liu
311 West 43rd Street
12th Floor
New York, NY 10036
Re: | Registration Statement of ETAO International Co., Ltd. |
Ladies and Gentlemen:
We have acted as United States counsel to Mountain Crest Acquisition Corp. III, a Delaware corporation (“MCAE”), in connection with the proposed business combination (the “Business Combination”) contemplated by a merger agreement, dated as of January 27, 2022, as amended on June 7, 2022 and October 17, 2022 (the “Merger Agreement”), which provides for a Business Combination between MCAE and ETAO International Group, a Cayman Islands exempted company (“ETAO”) Pursuant to the Merger Agreement, the Business Combination will be effected in two steps, as follows: (i) subject to the approval and adoption of the Merger Agreement by the stockholders of MCAE, MCAE will merge with and into ETAO International Co., Ltd., a Cayman Islands exempted company (“PubCo”), with PubCo remaining as the surviving publicly traded entity (the “Redomestication Merger”); and (ii) concurrently with the Redomestication Merger, ETAO Merger Sub, Inc., a Cayman Islands exempted company and wholly owned subsidiary of PubCo (“Merger Sub”), will merge with and into ETAO, with ETAO as the surviving corporation and resulting in ETAO shall be a wholly owned subsidiary of PubCo (the “Acquisition Merger”).
The Business Combination and certain other related transactions are described in the Registration Statement of Pubco on Form F-4 under the Securities Act of 1933, as amended (the “Securities Act”), filed on July 28, 2022 (Registration Number 333-____________) as amended through the date hereof (the “Registration Statement”).
In rendering this opinion, we have reviewed the Registration Statement and have assumed with your approval the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the completeness and accuracy of the documents reviewed by us. We have assumed with your approval and have not verified the accuracy of the factual matters and representations set forth in the Registration Statement.
Based on the foregoing and subject to the assumptions, limitations and qualifications stated in the Registration Statement and herein, we hereby confirm and adopt as our opinion the statements of United States federal income tax law on the date hereof as set forth in the Registration Statement under the caption “Material U.S. Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Redomestication Merger to U.S. Holders.”
This opinion is based upon the existing provisions of the Internal Revenue Code of 1986, as amended, Treasury Regulations promulgated thereunder, published revenue rulings and procedures from the United States Internal Revenue Service (“IRS”) and judicial decisions, all as in effect on the date hereof. Any such authority is subject to change, and any change may be retroactive in effect and may affect our opinion as set forth herein. Our opinion is based on the facts, assumptions and representations set forth in the Registration Statement and this opinion. If any of the facts, assumptions or representations is not true, correct or complete, our opinion may not be applicable. We undertake no responsibility to update this opinion or to advise you of any developments or changes as a result of a change in legal authority, fact, representation, assumption or document, or any inaccuracy in any fact, representation or assumption, upon which this opinion is based, or otherwise.
Our opinion is not binding on the IRS or a court. The IRS may disagree with one or more of our conclusions, and a court may sustain the IRS’s position.
We hereby consent to the filing of this letter as an exhibit to the Registration Statement and to the reference to this firm as counsel to MCAE under the caption “Material U.S. Federal Income Tax Consequences—Material U.S. Federal Income Tax Consequences of the Redomestication Merger to U.S. Holders” in the Registration Statement, without implying or admitting that we are “experts” within the meaning of the Securities Act or the rules and regulations promulgated thereunder, with respect to any part of the Registration Statement, including this exhibit.
Very truly yours,
/s/Loeb & Loeb LLP
Loeb & Loeb LLP
2
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation of our report dated July 22, 2022 in Amendment No. 1 to the Registration Statement on Form F-4, under the Securities Act of 1933 (File No. 333-268819) relating to the audit of the consolidated balance sheets Etao International Group, subsidiaries, and variable interest entities (collectively the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income (loss) and comprehensive income (loss), changes in shareholders’ equity, and cash flows in each of the years for the two-year period ended December 31, 2021, and the related notes included herein (collectively referred to as the “financial statements”).
We also hereby consent to the incorporation of our report dated July 21, 2022 in Amendment No. 1 to the Registration Statement on Form F-4, under the Securities Act of 1933 (File No. 333-268819) relating to the audit of the consolidated balance sheets of Aaliance Insurance Broker Co., Ltd and its subsidiaries (collectively the “Company”) as of December 31, 2021 and 2020, and the related consolidated statements of operations and comprehensive loss, changes in deficit, and cash flows in each of the years for the two-year period ended December 31, 2021, and the related notes (collectively referred to as the financial statements).
We also hereby consent to the incorporation of our report dated July 21, 2022 in Amendment No. 1 to the Registration Statement on Form F-4, under the Securities Act of 1933 (File No. 333-268819) relating to the audit of the balance sheets Mengzhou Minsheng Hospital Ltd (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations and comprehensive loss, changes in equity, and cash flows in each of the years for the two-year period ended December 31, 2021, and the related notes included herein (collectively referred to as the “financial statements”).
We also consent to the Company’s reference to WWC, P.C., Certified Public Accountants, as experts in accounting and auditing.
San Mateo, California | WWC, P.C. |
December 28, 2022 | Certified Public Accountants |
PCAOB ID: 1171 |
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