UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

þQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended December 31, 2017

For the quarterly period ended September 30, 2019

 

or

 

¨Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from_____________________ to ______________________
Commission File Number:001-37776

 

 For the transition period from ____________ to ____________

 

SHINECO, INC.
(Exact name of registrant as specified in its charter)

Commission File Number:001-37776

SHINECO, INC.

(Exact name of registrant as specified in its charter)

 

Delaware 52-2175898

(State or other jurisdiction of incorporation or

organization)

 (I.R.S. Employer Identification Number)
incorporation or organization) 

Room 1001, Building T5, DaZu Square,

Daxing District, Beijing

People’s Republic of China

100176
(Address of principal executive offices)(Zip Code)Identification No.)

 

(+86) 10-87227366
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)

Room 3106, Building B
#39 East 3rd Ring Middle Road
Chaoyang District

People’s Republic of China 100222

(Address of Principal Executive Offices)

(+86) 10-87227366

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), YesþNo¨

and (2) has been subject to such filing requirements for the past 90 days. YesþNo¨ ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesþNo¨ ☐

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.:

 

Large accelerated filer ¨Accelerated filer ¨
Non-accelerated filer ☐Smaller reporting company ☒
 
Non-accelerated filer  ¨Smaller reporting company x
(Do not check if a smaller reporting company)
Emerging growth company ¨

  

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 17(a)(2)(B) of the Securities Act.¨

 ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes¨ ☐ Noþ

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

Title of each classTrading Symbol(s)Name of each exchange
on which registered

 

As of February 8, 2018,November 13, 2019, the registrant had 25,214,07227,333,428 shares of common stock outstanding.

 

 

 

 

TABLE OF CONTENTS

 

 

Page


Number

  
PART I. FINANCIAL INFORMATIONF-21
   
Item 1.Financial StatementsF-21
   
 Condensed Consolidated Balance Sheets (unaudited)F-21
   
 Condensed Consolidated Statements of Income and Comprehensive Income (unaudited)2
F-3Condensed Consolidated Statements of Changes in Equity (unaudited)3
   
 Condensed Consolidated Statements of Cash Flows (unaudited)F-44
   
 Notes to the Condensed Consolidated Financial Statements (unaudited)F-55
   
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations130
   
Item 3.Quantitative and Qualitative Disclosures About Market Risk1643
   
Item 4.Controls and Procedures1643
   
PART II. OTHER INFORMATION44
   
Item 1.Legal Proceedings1744
   
Item 1A.Risk Factors1744
   
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds1744
   
Item 3.Defaults Upon Senior Securities1744
   
Item 4.Mine Safety Disclosures1744
   
Item 5.Other Information1744
   
Item 6.Exhibits1745
   
SIGNATURES1946

 

i

 

 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

SHINECO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 

 December 31, June 30,  September 30, June 30, 
 2017 2017  2019 2019 
 (Unaudited)    (Unaudited)   
ASSETS             
     
CURRENT ASSETS:             
Cash $29,351,613  $23,154,551  $37,612,582  $35,330,676 
Accounts receivable, net  15,068,392   14,480,004   9,426,046   9,683,074 
Due from related parties  529,816   448,833   122,753   188,453 
Inventories  2,502,196   2,346,273   1,988,750   2,215,559 
Advances to suppliers, net  3,230,843   2,396,123   7,621,702   11,833,994 
Loans to third parties, net  -   830,090 
Other receivables, net  981,808   535,700 
Short-term deposit  230,201   158,894 
Prepaid expenses  138,967   375,459 
Other current assets  2,080,374   1,710,619 
TOTAL CURRENT ASSETS  52,033,836   44,725,927   58,852,207   60,962,375 
                
Property and equipment at cost, net of accumulated depreciation and amortization  11,670,890   10,320,396 
Property and equipment, net  9,951,116   10,667,730 
Land use right, net of accumulated amortization  1,385,421   1,346,631   1,208,304   1,264,309 
Investments  6,280,999   5,695,080   6,466,685   6,650,944 
Deposit for business acquisition  124,474   2,065,686 
Distribution right  1,134,099   - 
Distribution rights  1,033,860   1,074,736 
Long-term deposit and other noncurrent assets  116,633   112,883   98,773   103,864 
Long-term accounts receivable, net  -   - 
Right of use assets  3,241,426   - 
Prepaid leases  3,698,929   3,784,533   -   2,857,344 
Deferred tax assets  285,917   233,834   295,291   158,171 
Goodwill  2,152,975   - 
TOTAL ASSETS $78,884,173  $68,284,970  $81,147,662  $83,739,473 
                
LIABILITIES AND EQUITY                
                
CURRENT LIABILITIES:                
Short-term loans $1,203,764  $2,663,628  $2,311,475  $2,410,147 
Accounts payable  1,740,791   158,068   249,013   220,119 
Advances from customers  105,785   5,439   6,264   382,091 
Due to related parties  343,655   257,880   287,066   234,500 
Other payables and accrued expenses  2,057,436   337,107   3,506,546   3,893,027 
Operating lease liabilities - current  428,863   - 
Taxes payable  2,024,768   1,608,926   3,208,204   3,341,872 
TOTAL CURRENT LIABILITIES  9,997,431   10,481,756 
        
Income tax payable - noncurrent portion  625,603   625,603 
Operating lease liabilities - non-current  3,020   - 
Deferred tax liability  283,525   -   -   - 
TOTAL LIABILITIES  7,759,724   5,031,048   10,626,054   11,107,359 
                
Commitments and contingencies  -   -   -   - 
                
EQUITY:                
Common stock; par value $0.001, 100,000,000 shares authorized; 21,034,072 and 21,034,072 shares issued and outstanding at December 31, 2017 and June 30, 2017  21,034   21,034 
Common stock; par value $0.001, 100,000,000 shares authorized; 27,333,428 and 22,871,772 shares issued and outstanding at September 30, 2019 and June 30, 2019  27,333   22,872 
Additional paid-in capital  22,737,302   22,737,302   27,277,758   24,759,356 
Statutory reserve  3,727,672   3,484,449   4,198,107   4,198,107 
Retained earnings  43,675,155   39,064,743   44,942,553   46,735,190 
Accumulated other comprehensive loss  (155,024)  (3,140,982)  (7,000,396)  (4,184,024)
Total Stockholders' equity of Shineco, Inc.  70,006,139   62,166,546   69,445,355   71,531,501 
Non-controlling interest  1,118,310   1,087,376   1,076,253   1,100,613 
TOTAL EQUITY  71,124,449   63,253,922   70,521,608   72,632,114 
                
TOTAL LIABILITIES AND EQUITY $78,884,173  $68,284,970  $81,147,662  $83,739,473 

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


SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)

(UNAUDITED)

  For the Three Months Ended September 30, 
  2019  2018 
REVENUE $7,046,781  $7,589,081 
         
COST OF REVENUE        
Cost of product and services  5,394,423   5,464,464 
Business and sales related tax  12,463   13,690 
Total cost of revenue  5,406,886   5,478,154 
         
GROSS PROFIT  1,639,895   2,110,927 
         
OPERATING EXPENSES        
General and administrative expenses  3,354,643   1,527,186 
Selling expenses  121,886   197,335 
Total operating expenses  3,476,529   1,724,521 
         
INCOME (LOSS) FROM OPERATIONS  (1,836,634)  386,406 
         
OTHER INCOME (EXPENSE)        
Income from equity method investments  69,899   143,135 
Purchase rebate income  -   292,439 
Other income  (9,754)  52,569 
Interest income (expense), net  (3,126)  (7,774)
Total other income  57,019   480,369 
         
INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES  (1,779,615)  866,775 
         
PROVISION (BENEFIT) FOR INCOME TAXES  (4,783)  218,783 
         
NET INCOME (LOSS)  (1,774,832)  647,992 
         
Net income attributable to non-controlling interest  17,805   15,168 
         
NET INCOME (LOSS) ATTRIBUTABLE TO SHINECO, INC. $(1,792,637) $632,824 
         
COMPREHENSIVE INCOME (LOSS)        
Net income (loss) $(1,774,832) $647,992 
Other comprehensive loss: foreign currency translation loss  (2,858,537)  (2,657,332)
Total comprehensive loss  (4,633,369)  (2,009,340)
Less: comprehensive loss attributable to non-controlling interest  (24,360)  (21,628)
         
COMPREHENSIVE LOSS ATTRIBUTABLE TO SHINECO, INC. $(4,609,009) $(1,987,712)
         
Weighted average number of shares basic and diluted  24,186,899   21,287,475 
         
Basic and diluted earnings (loss) per common share $(0.07) $0.03 

 

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

 

F-2


SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOMECHANGES IN EQUITY

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2019 AND COMPREHENSIVE INCOME

(UNAUDITED)2018

 

  For the Six Months Ended December 31,  For the Three Months Ended December 31, 
  2017  2016  2017  2016 
             
REVENUE $21,941,696  $17,589,730  $14,132,202  $11,223,066 
                 
COST OF REVENUE                
Cost of product and services  14,994,212   11,687,306   9,288,701   7,251,134 
Business and sales related tax  41,337   33,964   25,724   18,419 
Total cost of revenue  15,035,549   11,721,270   9,314,425   7,269,553 
                 
GROSS PROFIT  6,906,147   5,868,460   4,817,777   3,953,513 
                 
OPERATING EXPENSES                
General and administrative expenses  1,863,924   1,398,341   1,028,373   924,577 
Selling expenses  845,219   882,354   550,283   502,036 
Total operating expenses  2,709,143   2,280,695   1,578,656   1,426,613 
                 
INCOME FROM OPERATIONS  4,197,004   3,587,765   3,239,121   2,526,900 
                 
OTHER INCOME                
Income from equity method investments  350,652   401,768   202,194   240,586 
Purchase rebate income  779,935   592,628   411,132   352,638 
Other income  139,975   159,308   54,356   73,407 
Interest income (expense), net  (31,324)  40,538   (12,139)  7,785 
Total other income  1,239,238   1,194,242   655,543   674,416 
                 
INCOME BEFORE PROVISION FOR INCOME TAXES  5,436,242   4,782,007   3,894,664   3,201,316 
                 
PROVISION FOR INCOME TAXES  595,035   505,387   312,178   303,751 
                 
NET INCOME  4,841,207   4,276,620   3,582,486   2,897,565 
                 
Less: net income (loss) attributable to non-controlling interest  (12,428)  80,177   (15,259)  49,829 
                 
NET INCOME ATTRIBUTABLE TO SHINECO, INC. $4,853,635  $4,196,443  $3,597,745  $2,847,736 
                 
COMPREHENSIVE INCOME                
Net income $4,841,207  $4,276,620  $3,582,486  $2,897,565 
Other comprehensive income (loss): foreign currency translation gain (loss)  3,030,781   (2,514,175)  1,561,371   (2,317,494)
Total comprehensive income  7,871,988   1,762,445   5,143,857   580,071 
Less: comprehensive income attributable to non-controlling interest  32,395   36,441   9,542   9,815 
                 
COMPREHENSIVE INCOME ATTRIBUTABLE TO SHINECO, INC. $7,839,593  $1,726,004  $5,134,315  $570,256 
                 
Weighted average number of shares basic and diluted  21,034,072   20,205,409   21,034,072   21,034,072 
                 
Basic and diluted earnings per common share $0.23  $0.21  $0.17  $0.14 
                 ACCUMULATED       
        ADDITIONAL        OTHER  NON-    
  COMMON STOCK  PAID-IN  STATUTORY  RETAINED  COMPREHENSIVE  CONTROLLING  TOTAL 
  SHARES  AMOUNT  CAPITAL  RESERVE  EARNINGS  LOSS  INTEREST  EQUITY 
Balance at June 30, 2018  21,234,072   21,234   23,171,102   4,085,819   46,051,289   (1,509,212)  1,053,449   72,873,681 
                                 
Stock issuance  1,637,700   1,638   1,588,254   -   -   -   -   1,589,892 
Net incomefor the year  -   -   -   -   632,824   -   15,168   647,992 
Appropriation of statutory reserve  -   -   -   56,136   (56,136)  -   -   - 
Foreign currency translation loss  -   -   -   -   -   (2,620,536)  (38,257)  (2,658,793)
Balance at September 30, 2018  22,871,772  $22,872  $24,759,356  $4,141,955  $46,627,977  $(4,129,748) $1,030,360  $72,452,772 
                                 
Balance at June 30, 2019  22,871,772  $22,872  $24,759,356  $4,198,107  $46,735,190  $(4,184,024) $1,100,613  $72,632,114 
                                 
Stock issuance  4,461,656   4,461   2,518,402   -   -   -   -   2,522,863 
Net income (loss) for the year  -   -   -   -   (1,792,637)  -   17,805   (1,774,832)
Foreign currency translation loss  -   -   -   -   -   (2,816,372)  (42,165)  (2,858,537)
Balance at September 30, 2019  27,333,428  $27,333  $27,277,758  $4,198,107  $44,942,553  $(7,000,396) $1,076,253  $70,521,608 

 

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

 

F-3


SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 For the Six Months Ended December 31, 
 2017 2016  For the Three Months Ended September 30, 
      2019 2018 
CASH FLOWS FROM OPERATING ACTIVITIES:             
Net income $4,841,207  $4,276,620 
Adjustments to reconcile net income to net cash provided by (used in) operating activities:        
Net income (loss) $(1,774,832) $647,992 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:        
Depreciation and amortization  295,832   299,553   187,429   196,490 
(Recovery of) provision for doubtful accounts  (18,931)  298,297 
Increase in inventory reserve  148,043   35,930 
Deferred tax benefit  (41,523)  (43,424)
Loss from disposal of property and equipment  61,098   - 
Provision for doubtful accounts  1,334,666   213,450 
Increase (decrease) in inventory reserve  177,197   (47,461)
Deferred tax (benefit) provision  (145,624)  1,627 
Income from equity method investments  (350,652)  (401,768)  (69,899)  (143,135)
Interest income from loans to related parties  -   (87,220)
Value of shares issued to IFG Fund for equity, we subsequently cancelled  -   434,000 
Restricted shares issued for management  1,022,661   - 
                
Changes in operating assets and liabilities:                
Accounts receivable  35,996   (6,148,928)  (539,538)  (1,002,263)
Advances to suppliers  (733,215)  (282,288)  2,974,205   147,367 
Inventories  (145,327)  2,530,386   (32,176)  22,139 
Other receivables  (195,516)  (399,914)  (891,900)  79,355 
Prepaid expense and other assets  189,270   (152,508)  245,005   180,065 
Due from related parties  (8,399)  240,601   59,550   - 
Right of use assets  (2,858,396)  - 
Prepaid leases  237,751   235,872   2,796,461   116,023 
Accounts payable  1,544,313   5,444   37,914   (1,703,276)
Advances from customers  17,181   79,921   (367,577)  279,109 
Other payables  1,640,458   (785,057)  (50,311)  32,819 
Taxes payable  323,744   151,820   (20,058)  49,684 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  7,780,232   (146,663)  2,145,875   (496,015)
                
CASH FLOWS FROM INVESTING ACTIVITIES:                
Acquisitions of property and equipment  (564,937)  (31,952)  (1,497)  (52,192)
Payment for construction in progress  (602,267)  - 
Loan advances to third parties  -   (979,465)
Repayments of loans from third parties  830,889   - 
Loan advances to related party  (52,698)  - 
Repayments of loans from related parties  -   501,119 
Deposit for business acquisition  (121,959)  (2,074,198)
Deposit for potential investment  -   (200,000)
Cash of subsidiary acquired  22,830   - 
NET CASH (USED IN) INVESTING ACTIVITIES  (488,142)  (2,784,496)
Proceeds from disposal of property and equipment  79,387   - 
(Payment for) refund of construction in progress  (2,118)  53,638 
Advances of loans to third parties  (56,992)  (221,493)
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES  18,780   (220,047)
                
CASH FLOWS FROM FINANCING ACTIVITIES:                
Proceeds from short-term loans  1,204,533   2,697,939   285,051   337,995 
Repayment of short-term loans  (2,743,199)  (2,414,589)  (285,051)  (334,321)
Stock issuance cost payable  -   843,844 
Proceeds from initial public offering, net of offering costs  -   4,550,705 
Proceeds from advances from related parties  73,556   109,882 
NET CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES  (1,465,110)  5,787,781 
Repayment of other short-term loans  (7,126)  - 
Proceeds from issuance of common stock  1,500,203   1,589,892 
Proceeds from related parties  62,554   28 
NET CASH PROVIDED BY FINANCING ACTIVITIES  1,555,631   1,593,594 
                
EFFECT OF EXCHANGE RATE CHANGE ON CASH  370,082   (1,122,302)  (1,438,380)  (1,128,739)
                
NET INCREASE IN CASH  6,197,062   1,734,320 
NET INCREASE (DECREASE) IN CASH  2,281,906   (251,207)
                
CASH - Beginning of the Period  23,154,551   22,009,374   35,330,676   31,487,053 
                
CASH - End of the Period $29,351,613  $23,743,694  $37,612,582  $31,235,846 
                
SUPPLEMENTAL CASH FLOW DISCLOSURES:                
Cash paid for income tax $492,206  $219,682 
Cash paid for income taxes $-  $199,777 
Cash paid for interest $69,498  $71,586  $30,277  $31,372 
        
SUPPLEMENTAL NON-CASH OPERATING ACTIVITY:        
Right-of-use assets obtained in exchange for operating lease obligations $413,810  $- 

 

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

  

F-4

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS [FOOTNOTES NEED TO BE UPDATED FOR THIS QUARTER – THESE FOOTNOTES ARE FROM THE 10-Q FILED FOR THE QUARTER ENDED SEPTEMBER 30, 2019]

 

Shineco, Inc. (“Shineco” or the “Company”) was incorporated in the State of Delaware on August 20, 1997. The Company is a holding company whose primary purpose is to develop business opportunities in the People’s Republic of China (“PRC” or “China”).

 

On December 30, 2004, the Company acquired all of the issued and outstanding shares of Beijing Tenet-Jove Technological Development Co., Ltd. (“Tenet-Jove”), a PRC company, in exchange for restricted shares of the Company’s common stock, and the sole operating business of the Company became that of its subsidiary, Tenet-Jove. Tenet-Jove was incorporated on December 15, 2003 under the laws of China. Consequently, Tenet-Jove became a 100% owned subsidiary of Shineco and was officially granted the status of a Wholly Foreign-Owned Entity (“WFOE”) by Chinese authorities on July 14, 2006. This transaction was accounted for as a recapitalization. Tenet-Jove owns 90% interest of Tianjin Tenet Huatai Technological Development Co., Ltd. (“Tenet Huatai”).

 

On December 31, 2008, June 11, 2011 and May 24, 2012, Tenet-Jove entered into a series of contractual agreements including an Executive Business Cooperation Agreement, a Timely Reporting Agreement, an Equity Interest Pledge Agreement and Executive Option Agreement (collectively, the “VIE Agreements”), with each one of the following entities, Ankang Longevity Pharmaceutical (Group) Co., Ltd. (“Ankang Longevity Group”), Yantai Zhisheng International Freight Forwarding Co., Ltd. (“Zhisheng Freight”), Yantai Zhisheng International Trade Co., Ltd. (“Zhisheng Trade”), Yantai Mouping District Zhisheng Agricultural Produce Cooperative (“Zhisheng Agricultural”) and Qingdao Zhihesheng Agricultural Produce Services., Ltd. (“Qingdao Zhihesheng”). On February 24, 2014, Tenet-Jove entered into the same series of contractual agreements with Shineco Zhisheng (Beijing) Bio-Technology Co., Ltd. (“Zhisheng Bio-Tech”), which was incorporated in 2014. Zhisheng Bio-Tech, Zhisheng Freight, Zhisheng Trade, Zhisheng Agricultural, and Qingdao Zhihesheng are collectively referred to herein as the “Zhisheng Group”.

On April 19, 2017, Tenet-Jove established Xinjiang Tiankunrunze Biological Engineering Co., Ltd. (“Tiankunrunze”) with registered capital of RMB 50.0 million ($7,262,000) and owned 65% interest of Tiankunrunze. On April 28, 2017, Tiankunrunze established Xinjiang Tianzhuo Technology Development Co., Ltd. (“Tianzhuo”) with registered capital of RMB 10.0 million ($1,450,233). On May 22, 2017, Tiankunrunze established Xinjiang Tianhuihechuang Agriculture Development Co., Ltd. (“Tianhuihechuang”) with registered capital of RMB 10.0 million ($1,452,294). On May 23, 2017, Tiankunrunze established Xinjiang Tianxintongye Biotechnology Development Co., Ltd. (“Tianxintongye”) with registered capital of RMB 10.0 million ($1,451,615). Tiankunrunze is a subsidiary of Tenet-Jove, and Tenet-Jove controls Tianzhuo, Tianhuihechuang and Tianxintongye became subsidiaries of Tenet-Jove.

On May 2, 2017, the Company entered into a Strategic Cooperation Agreement with Beijing Zhongke Biorefinery Engineering Technology Co., Ltd. (“Biorefinery”), a leading high-tech biomass refining company financially backed by the Chinese Academy of Sciences Institute of Process Engineering, to establish the Institute of Chinese Apocynum Industrial Technology Research (“ICAITR”). Pursuant to the Strategic Cooperation Agreement the two parties agreed to establish the ICAITR and each will own 80% and 20% of the equity interests of ICAITR, respectively. Shineco will invest RMB 5.0 million ($737,745) as the registered capital, and Biorefinery will invest technology such as the patent for “Steam Explosion Degumming” as well as other resources.

On September 30, 2017, Tenet-Jove established Xinjiang Shineco Taihe Agriculture Technology Ltd. (“Xinjiang Taihe”) with registered capital of RMB 10.0 million ($1,502,650). On September 30, 2017, Tenet-Jove established Xinjiang Tianyi Runze Bioengineering Co., Ltd. (“Runze”) with registered capital of RMB 10.0 million ($1,502,650). Xinjiang Taihe and Runze became wholly-owned subsidiaries of Tenet-Jove.

On October 27, 2017, the Company, through its subsidiary Tianjin Tajit E-Commerce Ltd., obtained contractual rights to distribute branded products of Daiso Industries Co., Ltd. (“Daiso”), a large franchise of 100-yen shops founded in Japan, via JD.com (“JD), the largest e-commerce company and largest retailer in China. On November 3, 2017, the Company further developed the cooperation with Daiso by entering into a supply and purchase agreement (the “Daiso Agreement”) for the purpose of establishing a continuous supply and sale of Daiso’s products in China. Pursuant to the Daiso Agreement, the Company shall purchase Daiso Products in the amount of approximate RMB 20 million no later than December 31, 2017 and add orders as circumstance requires. The term of the Agreement is currently one year, and it extends for one additional year at each expiration date unless written notice of termination is given by either of the parties.

F-5

On November 1, 2017, the Company established an Apocynum Industrial Park in Xinjiang, China.

On December 10, 2016, Tenet-Jove entered into a purchase agreement with Tianjin Tajite E-Commerce Co., Ltd. (“Tianjin Tajite”), an online e-commerce company based in Tianjin, China, specializing in distributing Luobuma related products and branded products of Daiso 100-yen shops, pursuant to which Tenet-Jove would acquire a 51% equity interest in Tianjin Tajite for cash consideration of RMB 14,000,000 (approximately $2.1 million). On December 25, 2016, the Company paid the full amount as the deposit to secure the deal. In May, 2017, the Company amended the agreement that requires Tianjin Tajite to satisfy certain preconditions related to product introductions into China. On October 26, 2017, the Company has completed the acquisition for 51% of the shares in Tianjin Tajite.

 

Pursuant to the VIE Agreements, Tenet-Jove has the exclusive right to provide to the Zhisheng Group and Ankang Longevity Group consulting services related to their business operations and management. All the above contractual agreements obligate Tenet-Jove to absorb a majority of the risk of loss from the Zhisheng Group and Ankang Longevity Group’s activities and entitle Tenet-Jove to receive a majority of their residual returns. In essence, Tenet-Jove has gained effective control over the Zhisheng Group and Ankang Longevity Group. Therefore, the Zhisheng Group and Ankang Longevity Group are treated as Variable Interest Entities (“VIEs”) under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”. Accordingly, the accounts of these entities are consolidated with those of Tenet-Jove.

 

Since Shineco is effectively controlled by the majority shareholders of the Zhisheng Group and Ankang Longevity Group, Shineco owns 100% of Tenet-Jove. Accordingly, Shineco, Tenet-Jove, and its VIEs, the Zhisheng Group and Ankang Longevity Group are effectively controlled by the same majority shareholders. Therefore, Shineco, Tenet-Jove and its VIEs are considered under common control. The consolidation of Tenet-Jove and its VIEs into Shineco has beenwas accounted for at historical cost and prepared on the basis as if the aforementioned exclusive contractual agreements between Tenet-Jove and its VIEs had become effective as of the beginning of the first period presented in the accompanying consolidated financial statements.

On April 19, 2017, Tenet-Jove established Xinjiang Tiankunrunze Biological Engineering Co., Ltd. (“Tiankunrunze”) with registered capital of RMB 50.0 million (US$ 7,262,000) and owns 65% interest of Tiankunrunze. On April 28, 2017, Tiankunrunze established Xinjiang Tianzhuo Technology Development Co., Ltd. (“Tianzhuo”) with registered capital of RMB 10.0 million (US$ 1,450,233). On May 22, 2017, Tiankunrunze established Xinjiang Tianhuihechuang Agriculture Development Co., Ltd. (“Tianhuihechuang”) with registered capital of RMB 10.0 million (US$ 1,452,294). On May 23, 2017, Tiankunrunze established Xinjiang Tianxintongye Biotechnology Development Co., Ltd. (“Tianxintongye”) with registered capital of RMB 10.0 million (US$ 1,451,615). Therefore, Tenet-Jove controls Tiankunrunze and its wholly owned subsidiaries.  


On May 2, 2017, the Company entered into a Strategic Cooperation Agreement with Beijing Zhongke Biorefinery Engineering Technology Co., Ltd. (“Biorefinery”), a leading high-tech biomass refining company financially backed by the Chinese Academy of Sciences Institute of Process Engineering, to establish the Institute of Chinese Apocynum Industrial Technology Research (“ICAITR”). Pursuant to the Strategic Cooperation Agreement the two parties agreed to establish the ICAITR, the Company and Biorefinery own 80% and 20% of the equity interests of ICAITR, respectively. Shineco invested RMB 5.0 million (US$ 737,745) as the registered capital, and Biorefinery will invest a technology patent named “Steam Explosion Degumming”.

On September 30, 2017, Tenet-Jove established Xinjiang Shineco Taihe Agriculture Technology Ltd. (“Xinjiang Taihe”) with registered capital of RMB 10.0 million (US$ 1,502,650). On September 30, 2017, Tenet-Jove established Xinjiang Tianyi Runze Bioengineering Co., Ltd. (“Runze”) with registered capital of RMB 10.0 million (US$ 1,502,650). Xinjiang Taihe and Runze became wholly-owned subsidiaries of Tenet-Jove.

On December 10, 2016, Tenet-Jove entered into a purchase agreement with Tianjin Tajite E-Commerce Co., Ltd. (“Tianjin Tajite”), an online e-commerce company based in Tianjin, China, specializing in distributing Luobuma related products and branded products of Daiso 100-yen shops, pursuant to which Tenet-Jove would acquire a 51% equity interest in Tianjin Tajite for cash consideration of RMB 14,000,000 (approximately US$ 2.1 million). On December 25, 2016, the Company paid the full amount as the deposit to secure the deal. In May, 2017, the Company amended the agreement that required Tianjin Tajite to satisfy certain preconditions related to product introductions into China. On October 26, 2017, the Company completed the acquisition for 51% of the shares in Tianjin Tajite.

On October 27, 2017, the Company, through its subsidiary Tianjin Tajite E-Commerce Co., Ltd. (“Tianjin Tajite”), obtained contractual rights to distribute branded products of Daiso Industries Co., Ltd. (“Daiso”), a large franchise of 100-yen shops founded in Japan, via JD.com (“JD”), one of the largest e-commerce companies and one of the largest retailers in China. On November 3, 2017, the Company further developed the cooperation with Daiso by entering into a supply and purchase agreement (the “Daiso Agreement”) for the purpose of establishing a continuous supply and sale of Daiso’s products in China. Pursuant to the Daiso Agreement, the Company planned to purchase Daiso Products in the amount of approximately RMB 20 million by August, 2018 and add orders as circumstance requires. The term of the Daiso Agreement is for one year, and it renews for an additional one-year at the end of each term unless terminated by written notice by either Tianjin Tajite or Daiso. Due to the policy of China Customs, many of the bestselling products of Daiso are not allowed to be imported through the general form of trade model, but only through cross-border e-commence business model. As a result, the Company and Daiso agreed to suspend the cooperation temporarily and wait for the opening of the China-Japan-South Korea Free Trade Zone.

On November 1, 2017, the Company established an Apocynum Industrial Park in Xinjiang, China. The industrial park is focusing on planting and purchasing Bluish Dogbane, processing and distributing Bluish Dogbane preliminary products.

On March 13, 2019, Tenet-Jove established Beijing Tenjove Newhemp Biotechnology Co., Ltd. (“TNB”) with registered capital of RMB 10.0 million (US$ 1,502,650). TNB became a wholly-owned subsidiary of Tenet-Jove. 

The business operation of Tiankunrunze and its wholly owned subsidiaries was ceased in July 2019. 

On August 22, 2019, Tenet-Jove established Shineco Zhong Hemp Group Co., Ltd. (“Zhong Hemp”) with registered capital of RMB 200.0 million (US$ 28,237,022) and owns 60% interest of Zhong Hemp.

 

The Company, its subsidiaries, its VIEs and its VIEs’ subsidiaries (collectively the “Group”) operate three main business segments: 1) Tenet-Jove is engaged in manufacturing and selling of Bluish Dogbane and related products, also known in Chinese as “Luobuma”, including therapeutic clothing and textile products made from Luobuma; 2) Zhisheng Group is engaged in the business of planting, processing and distributing of green agricultural produce as well as providing domestic and international logistic services for agricultural products (“Agricultural Products”); and, 3) Ankang Longevity Group manufactures traditional Chinese medicinal herbal products as well as other retail pharmaceutical products. These different business activities and products can potentially be integrated and benefit from one and other.another.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation and Principles of Consolidation

 

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information pursuant to the rules of the SEC and have been consistently applied. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Interim results are not necessarily indicative of results for the full year. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Form 10-K for the fiscal year ended June 30, 2017,2018, which was filed on October 13, 2017.15, 2018.

 

The unaudited condensed consolidated financial statements of the Company reflect the principal activities of the Company, its subsidiaries, its VIEs and its VIEs’ subsidiaries. The non-controlling interest represents the minority shareholders’ interest in the Company’s majority owned subsidiaries.subsidiaries and VIEs. All intercompany accounts and transactions have been eliminated. in consolidation.

 

Consolidation of Variable Interest Entities

 

VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision making ability. All VIEs and their subsidiaries with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

F-6

 

The carrying amount of the VIEs and their subsidiaries’ consolidated assets and liabilities are as follows:

  

 December 31, 2017  June 30, 2017 
      September 30,
2019
 June 30,
2019
 
Current assets $45,178,791  $40,584,817  $55,139,374  $57,328,097 
Plant and equipment, net  9,769,794   8,958,282   8,492,058   8,965,671 
Other noncurrent assets  11,256,035   10,707,344   11,227,447   11,028,775 
Total assets  66,204,620   60,250,443   74,858,879   77,322,543 
Total liabilities  (3,440,695)  (4,662,387)  

(5,742,633

)  (6,090,955)
Net assets $62,763,925  $55,588,056  $69,116,237  $71,231,588 

 

Non-controlling Interests

 

US GAAP requires that non-controlling interests in subsidiaries and affiliates be reported in the equity section of a company’s balance sheet. In addition, the amounts attributable to the non-controlling interests in the net income (loss) of these entities are reported separately in the unaudited condensed consolidated statements of income and comprehensive income.

 

7

Risks and Uncertainties

 

The operations of the Company are located in the PRC. Accordingly, the Company’s business, financial condition, and results of operations may be influenced by the political, economic, and legal environment in the PRC, as well as by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among other factors, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, regulatory and social conditions in the PRC, and by changes in governmental policies or interpretations with respect to laws and regulations, anti-inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things. Although the Company has not experienced losses from these situations and believes that it is in compliance with existing laws and regulations, changes could affect the Company’s interest in these entities.entities and its operations in the PRC.

 

Members of the current management team own controlling interests in the Company and are also the owners of the VIEs in the PRC. The Company only controls the VIEs through contractual arrangements which obligate it to absorb the risk of loss and to receive the residual expected returns. As such, the controlling shareholders of the Company and the VIEs could cancel these agreements or permit them to expire at the end of the agreement terms, as a result of which the Company would not retain control of the VIEs. In addition, should these agreements be challenged or litigated, they would also be subject to the laws and courts of the PRC legal system which could make enforcing the Company’s rights difficult.

 

Use of Estimates

 

The preparation of the unaudited condensed consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting periods. Significant estimates required to be made by management include, but are not limited to, useful lives of property, plant, and equipment, and intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable, accrued expenses,deferred taxes payable and inventory reserves. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company recognizespreviously recognized revenue from sales of Luobuma products, Chinese medicinal herbal products and agricultural products, as well as providing logistic services and other processing services to external customers. The Company recognizesrecognized revenue when all of the following have occurred: (i) there iswas persuasive evidence of an arrangement with a customer; (ii) delivery hashad occurred or services havehad been rendered; (iii) the sales price iswas fixed or determinable; and (iv) the Company’s collection of such fees iswas reasonably assured. These criteria, as related to the Company’s revenue, are consideredwereconsidered to have been met as follows:

F-7

 

Sales of productsproducts: The Company recognizesrecognized revenue from the sale of products when the goods arewere delivered and title to the goods passespassed to the customer provided that there arewere no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists;existed ; the sales price iswas fixed or determinable; and collectability iswas deemed probable.

Revenue from the rendering of services: servicesRevenue from international freight forwarding, domestic air and overland freight forwarding services iswas recognized upon the performance of services as stipulated in the underlying contract or when commodities arewere being released from the customer’s warehouse; the service price iswas fixed or determinable; and collectability iswas deemed probable.


With the adoption of ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when all of the following five steps are met: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the new revenue standard beginning July 1, 2018, and adopted a modified retrospective approach upon adoption. The Company believes that its previous revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASC 606. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company's contracts. There is no significant impact upon adoption of the new guidance.

 

Cash and Cash Equivalents

 

Cash and cash equivalents consist of cash on hand, cash on deposit and other highly liquid investments which are unrestricted as to withdrawal or use, and which have original maturities of three months or less when purchased. The Company maintains cash with various financial institutions mainly in the PRC. Balances in banks in the PRC are uninsured. As of December 31, 2017September 30, 2019 and June 30, 2017,2019, the Company had no cash equivalents.

 

Under PRC law, it is generally required that a commercial bank in the PRC that holds third party cash deposits protect the depositors’ rights over and interests in their deposited money. PRC banks are subject to a series of risk control regulatory standards, and PRC bank regulatory authorities are empowered to take over the operation and management of any PRC bank that faces a material credit crisis. The Company monitors the banks utilized and has not experienced any problems. 

AccountsReceivable

 

Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as necessary. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customers’ historical payment history, their current credit-worthiness and current economic trends. The fair value of long-term receivables is determined using a present value technique by discounting the future expected contractual cash flows using current rates at which similar instruments would be issued at the measurement date. As of December 31, 2017September 30, 2019 and June 30, 2017,2019, the allowance for doubtful accounts was $54,748US$ 4,577,770 and $48,450,US$ 4,323,141, respectively. Accounts are written off against the allowance after efforts at collection prove unsuccessful.

 

Inventories

 

Inventories, which are stated at the lower of cost or current marketnet realizable value, consist of raw materials, work-in-progress, and finished goods related to the Company’s products. Cost is determined using the first in first out (FIFO)(“FIFO”) method. Market value is the lower of replacement cost or net realizable value. Agricultural products that the Company farms are recorded at cost, which includes direct costs such as seed selection, fertilizer, labor cost and contract fees that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of prepayments of farmland leases and farmland development costs. All the costs are accumulated until the time of harvest and then allocated to the harvested crops costs when they are sold. The Company periodically evaluates its inventory and records an inventory reserve for certain inventories that may not be saleable or whose cost exceeds market prices.net realizable value.

 

Advances to Suppliers

 

Advances to suppliers consist of payments to suppliers for materials that have not been received. Advances to suppliers are reviewed periodically to determine whether their carrying value has become impaired. As of December 31, 2017September 30, 2019 and June 30, 2017,2019, the Company had an allowance for uncollectible advances to suppliers of $31,401US$ 1,254,051 and $17,618,US$ 431,646, respectively.

Loans to Third Parties

Loans to third parties consist of various cash advances to unrelated companies and individuals, with whom the Company has business relationships. The loans are due within one year with no interest. Loans to third parties are reviewed periodically as to whether their carrying values remain realizable.

F-8

9

 

 

Business CombinationAcquisitions

 

Business acquisitions are accounted for under the acquisition method. The acquisition method requires the reporting entity to identify the acquirer, determine the acquisition date, recognize and measure the identifiable assets acquired, the liabilities assumed and any non-controlling interest in the acquired entity, and recognize and measure goodwill or a bargain gain from the purchase. The acquiree’s results are included in the Company’s consolidated financial statements from the date of acquisition. Assets acquired and liabilities assumed are recorded at their fair values on the date acquired and the excess of the purchase price over the amounts assigned is recorded as goodwill, or if the fair value of the net assets acquired exceeds the purchase price consideration, a bargain purchase gain is recorded. Adjustments to fair value assessments are generally recorded to goodwill over the measurement period (not longer than twelve months). The acquisition method also requires that acquisition-related transaction and post-acquisition restructuring costs be charged to expense as committed, and requires the Company to recognize and measure certain assets and liabilities including those arising from contingencies and contingent consideration in a business combination.

 

Goodwill

 

Goodwill represents the excess of the purchase price over the fair value of assets acquired. The goodwill impairment test compares the fair value of a reporting unit with its carrying amount, including goodwill. If the carrying amount of a reporting unit exceeds its fair value, goodwill of the reporting unit would be considered impaired. To measure the amount of the impairment loss, the implied fair value of a reporting unit’s goodwill is compared to the carrying amount of that goodwill. The implied fair value of goodwill is determined in the same manner as the amount of goodwill recognized in a business combination. If the carrying amount of a reporting unit’s goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. For each of these tests, the fair value of each of the Company’s reporting units is determined using a combination of valuation techniques, including a discounted cash flow methodology. To corroborate the discounted cash flow analysis performed at each reporting unit, a market approach is utilized using observable market data such as comparable companies in similar lines of business that are publicly traded or which are part of a public or private transaction (to the extent available).

Leases 

The Company adopted ASU 2016-02, “Leases” on July 1, 2019 and used the alternative transition approach which permits the effects of adoption to be applied at the effective date. The new standard provides a number of optional practical expedients in transition. The Company elected the 'package of practical expedients', which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. The Company also elected the short-term lease exemption and combining the lease and non-lease components practical expedients. The most significant impact upon adoption relates to the recognition of new Right-of-use (“ROU”) assets and lease liabilities on the Company’s balance sheet for office space operating leases. Upon adoption, the Company recognized additional operating liabilities of approximately US$ 0.4 million, with corresponding ROU assets of US$ 3.2 million based on the present value of the remaining rental payments under current leasing standards for existing operating leases. There was no cumulative effect of adopting the standard.

Property and Equipment

 

Property and equipment are stated at cost, less accumulated depreciation and amortization. Expenditures for additions, major renewals and betterments are capitalized, and expenditures for maintenance and repairs are charged to expense as incurred. Depreciation is provided on a straight-line basis, less estimated residual value, if any, over an asset’s estimated useful life. Farmland leasehold improvements are amortized over the shorter of lease term or estimated useful lives of the underlying assets. The estimated useful lives of the Company’s property and equipment are as follows:

  

  Estimated
useful lives
Buildings 20-50 years
Machinery equipment 5-10 years
Motor vehicles 5-10 years
Office equipment 5-10 years
Farmland leasehold improvements 12-18 years

10

 

Land Use Rights

 

According to the Chinese laws and regulations regarding land use rights, land in urban districts is owned by the State, while land in the rural areas and suburban areas, except otherwise provided for by the State, is collectively owned by individuals designated as resident farmers by the State. In accordance with the legal principle that land ownership is separate from the right to the use of the land, the government grants individuals and companies the rights to use parcels of land for a specified period of time. Land use rights, which are usually prepaid, are stated at cost less accumulated amortization. Amortization is provided over the respective useful lives,life of the land use rights, using the straight-line method. The estimated useful life is 50 years, based on the term of the land use rights.

F-9

Long-lived Assets

 

Finite-lived assets and intangibles are reviewed for impairment testing when circumstances require. For purposes of evaluating the recoverability of long-lived assets, when undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value. The long-lived assets of the Company that are subject to evaluation consist primarily of property, plant and equipment, land use rights, investments and long-term prepaid leases. For the six and three months ended December 31, 2017September 30, 2019 and 2016,2018, the Company did not recognize any impairment of its long-lived assets.

 

Fair Value of Financial Instruments

 

The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 applies to assets or liabilities for which there are inputs , other than quoted prices in level, that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assetsasset or liabilities.liability.

 

The carrying value of financial instruments included in current assets and liabilities approximate their fair values because of the short-term nature of these instruments.

Income Taxes

 

Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the unaudited condensed consolidated financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the results of operations in the period that includes the enactment date. A valuation allowance is established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 


The provisions of ASC 740-10-25, “Accounting for Uncertainty in Income Taxes,” prescribe a more-likely-than-not threshold for consolidated financial statement recognition and measurement of a tax position taken (or expected to be taken) in a tax return. This ASC also provides guidance on the recognition of income tax assets and liabilities, classification of current and deferred income tax assets and liabilities, accounting for interest and penalties associated with tax positions, and related disclosures. The Company does not have any uncertain tax positions at December 31, 2017September 30, 2019 and June 30, 2017.2019. The Company has not provided deferred taxes for undistributed earnings of non-U.S. subsidiaries at December 31, 2017,September 30, 2019, as it is the Company'sCompany’s policy to indefinitely reinvest these earnings in non-U.S. operations. Quantification of the deferred tax liability, if any, associated with indefinitely reinvested earnings is not practicable.

 

The statute of limitations for the Company’s U.S. federal income tax returns and certain state income tax returns remains open for tax years 2007year 2015 and after.thereafter. As of December 31, 2017,September 30, 2019, the tax years ended June 30, 20122014 through June 30, 20172019 for the Company’s People’s Republic of China (“PRC”) subsidiaries remain open for statutory examination by PRC tax authorities.

F-10

 

On December 22, 2017, the “Tax Cuts and Jobs Act” (“The Act”) was enacted. Under the provisions of theThe Act, the U.S. corporate tax rate decreased from 35% to 21%. As the Company has a June 30 fiscal year-end,year end, the lower corporate income tax rate will be phased in, resulting in a U.S. statutory federal rate of approximately 28% for our fiscal year endingended June 30, 2018, and 21% for subsequent fiscal years. Additionally, the TaxThe Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The Company expects thatchange in rate has caused us to re-measure the adoptionCompany’s income tax liability and record an estimated income tax expense of this Act wouldUS$ 744,766 for the year ended June 30, 2018. On December 22, 2017, Staff Accounting Bulletin No. 118 (“SAB 118”) was issued to address the application of US GAAP in situations when a registrant does not have a material impact on its unaudited condensed consolidated financial statements, since mostthe necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of the profitable entities are its VIEs and VIEs’ subsidiaries, which are located in China. Meanwhile, the subsidiaries of the Company, which are also located in China, such as Tenet-Jove, Tianjin Tenet Huatai, and Tenet-Jove’s subsidiaries and branches have accumulated loss. AsAct. In accordance with SAB 118, additional work is necessary to do a result, no one-time transition tax has been accrued by the Company. The detailsmore detailed analysis of the Act are still in the process of being written and when finished, the Company’s positionas well as potential correlative adjustments. Any subsequent adjustment to these amounts will be reviewedrecorded to current tax expense in fiscal 2019 when the analysis is complete. The Company elects to pay the transition tax over an eight-year period using specified percentages (eight percent per year for any potential adjustments.the first five years, 15 percent in year six, 20 percent in year seven, and 25 percent in year eight).

 

Value Added Tax

 

Sales revenue represents the invoiced value of goods, net of a Value-Added Tax (“VAT”). AllBefore May 1, 2018, all of the Company’s products that arewere sold in the PRC arewere subject to a Chinese value-added tax at a rate of 17% of the gross sales price.price, and after May 1, 2018, the Company subject a tax rate of 16% based on the new Chinese tax law. This VAT may be offset by VAT paid by the Company is on raw materials and other materials included in the cost of producing finished products or acquiring finished products. The Company records a VAT payable or VAT receivable in the accompanying unaudited condensed consolidated financial statements.

 

Foreign Currency Translation

 

The Company uses the United States dollar (“U.S. dollars”, “USD” or “USD”“US$”) for financial reporting purposes. The Company’s subsidiaries and VIEs maintain their books and records in their functional currency of Renminbi (“RMB”), the currency of the PRC.

 

In general, for consolidation purposes, the Company translates the assets and liabilities of its subsidiaries and VIEs into U.S. dollars using the applicable exchange rates prevailing at the balance sheet date, and the statements of income and cash flows are translated at average exchange rates during the reporting periods. As a result, amounts related to assets and liabilities reported on the statement of cash flows will not necessarily agree with changes in the corresponding balances on the balance sheet. Equity accounts are translated at historical rates. Adjustments resulting from the translation of the financial statements of the subsidiaries and VIEs are recorded as accumulated other comprehensive income (loss).

 


The balance sheet amounts, with the exception of equity, at December 31, 2017September 30, 2019 and June 30, 20172019 were translated at 1 RMB to 0.15370.1401 USD and at 1 RMB to 0.14750.1456 USD, respectively. The average translation rates applied to income and cash flow statement amounts for the six months ended December 31, 2017 and 2016 were at 1 RMB to 0.1506 USD and at 1 RMB to 0.1482 USD, respectively. The average translation rates applied to income and cash flow statement amounts for the three months ended December 31, 2017September 30, 2019 and 20162018 were at 1 RMB to 0.15120.1425 USD and at 1 RMB to 0.14630.1470 USD, respectively.

 

Comprehensive Income

 

Comprehensive income consists of two components, net income and other comprehensive income (loss). The foreign currency translation gain or loss resulting from translation of the financial statements expressed in RMB to USD is reported in other comprehensive income (loss) in the unaudited condensed consolidated statements of income and comprehensive income.

 

Equity Investment

 

An investment in which the Company has the ability to exercise significant influence, but does not have a controlling interest, is accounted for using the equity method. Significant influence is generally considered to exist when the Company has an ownership interest in the voting stock between 20% and 50%, and other factors, such as representation on the Board of Directors, voting rights and the impact of commercial arrangements, are considered in determining whether the equity method of accounting is appropriate.

F-11

Earnings per Share

The Company computes earnings per share (“EPS”) in accordance with ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires companies with complex capital structures to present basic and diluted EPS. Basic EPS is measured as net income divided by the weighted average common shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential common shares (e.g., outstanding convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential common shares that have an anti-dilutive effect (i.e., those that increase income per share or decrease loss per share) are excluded from the calculation of diluted EPS. There iswas no anti-dilutive effect for the six and three months ended December 31, 2017September 30, 2019 and 2016.

Reclassification

Certain prior year amounts have been reclassified to conform to the current period presentation. These reclassifications have no effect on the results of operations and cash flows.2018.

 

New Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02 Amendments to the ASC 842 Leases. This update requires a lessee to recognize the assets and liability (the lease liability) arising from operating leases on the balance sheet for the lease term. When measuring assets and liabilities arising from a lease, a lessee (and a lessor) should include payments to be made in optional periods only if the lessee is reasonably certain to exercise an option to extend the lease or not to exercise an option to terminate the lease. Within a twelve months or less lease term, a lessee is permitted to make an accounting policy election not to recognize lease assets and liabilities. If a lessee makes this election, it should recognize lease expense on a straight-line basis over the lease term. In transition, this update will be effective for public entities for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company does not currently expect the adoption of ASU 2016-02 to have a material impact on the Company’s financial statements unless it enters into a new long-term lease.

In March 2016, the FASB issued ASU 2016-09, Compensation – Stock Compensation (ASC 718): Improvements to Employee Share-Based Payment Accounting. The objective is to identity, evaluate, and improve areas of generally accepted accounting principles (GAAP) for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided to users of financial statements. The areas for simplification include the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Some of the areas apply only to nonpublic entities. For public business entities, the ASU is effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. For all other entities, the ASU is effective for annual periods beginning after December 15, 2017, and interim periods within annual periods beginning after December 15, 2018. Early adoption is permitted for any entity in any interim or annual period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. An entity that elects early adoption must adopt all of the amendments in the same period. The adoption of ASU 2016-09 did not impact our financial statements.

In April 2016, the FASB issued ASU 2016-10, Revenue from Contracts with Customers (ASC 606): Identifying Performance Obligations and Licensing. The objective is to clarify the two aspects of Topic 606: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for these areas. The ASU affects the guidance in ASU 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for this ASU are the same as the effective date and transition requirements in ASC 606 (and any other Topic amended by ASU 2014-09). ASU 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of ASU 2014-09 by one year. The Company does not expect the adoption of ASU 2016-10 to have a material impact on the Company’s financial statements.

F-12

In May 2016, the FASB issued ASU 2016-12, Revenue from Contracts with Customers (ASC 606): Narrow-Scope Improvements and Practical Expedients. The objective is to address certain issues identified by the FASB-IASB Joint Transition Resource Group for Revenue Recognition. The amendments in this Update affect the guidance in Accounting Standards Update 2014-09, Revenue from Contracts with Customers (ASC 606), which is not yet effective. The effective date and transition requirements for the amendments in this Update are the same as the effective date and transition requirements for ASC 606 (and any other Topic amended by Update 2014-09). Accounting Standards Update 2015-14, Revenue from Contracts with Customers (ASC 606): Deferral of the Effective Date, defers the effective date of Update 2014-09 by one year. The Company does not expect the adoption of ASU 2016-12 to have a material impact on the Company’s financial statements.

In June 2016 the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which eliminates the probable initial recognition threshold for credit losses in current U.S. GAAP, and instead requires an organization to record a current estimate of all expected credit losses over the contractual term for financial assets carried at amortized cost. This is commonly referred to as the current expected credit losses (“CECL”) methodology. Expected credit losses for financial assets held at the reporting date will be measured based on historical experience, current conditions, and reasonable and supportable forecasts. ASU 2016-13 does not change the existing write-off principle in U.S. GAAP or current nonaccrual practices, nor does it change accounting requirements for loans held for sale or certain other financial assets which are measured at the lower of amortized cost or fair value. As a public business entity that is an SEC filer, ASU 2016-13 becomes effective for the Company on January 1, 2020, although early application is permitted for 2019. The Company is currently evaluating the potential effects on the Company’s financial statements, if any.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments, to address diversity in how certain cash receipts and cash payments are presented and classified in the statement of cash flows. The amendments provide guidance on the following eight specific cash flow issues: (1) Debt Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt Instruments or Other Debt Instruments with Coupon Interest Rates That Are Insignificant in Relation to the Effective Interest Rate of the Borrowing; (3) Contingent Consideration Payments Made after a Business Combination; (4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned; (6) Life Insurance Policies; (7) Distributions Received from Equity Method Investees; (8) Beneficial Interests in Securitization Transactions; and Separately Identifiable Cash Flows and Application of the Predominance Principle. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. If it is impracticable to apply the amendments retrospectively for some of the issues, the amendments for those issues would be applied prospectively as of the earliest date practicable. The Company does not expect the adoption of ASU 2016-15 to have a material impact on the Company’s financial statements.

In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash (ASU 2016-18), which requires companies to include amounts generally described as restricted cash and restricted cash equivalents in cash and cash equivalents when reconciling beginning-of-period and end-of-period total amounts shown on the statement of cash flows. This guidance is effective for fiscal year beginning after December 31, 2018 and early adoption is permitted. The Company does not expect the adoption of ASU 2016-18 to have a material impact on the Company’s financial statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying the definition of a business. The amendments in this ASU is to clarify the definition of a business with the objective of adding guidance to assist entities with evaluating whether transactions should be accounted for as acquisitions (or disposals) of assets or businesses. The definition of a business affects many areas of accounting including acquisitions, disposals, goodwill, and consolidation. The amendments are effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. For all other entities, the amendments in this ASU are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The adoption of this ASU did not have a material effect on the Company’s financial statements.

F-13

In May 2017, the FASB issued ASU 2017-09, Scope of Modification Accounting, which amends the scope of modification accounting for share-based payment arrangements and provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting under ASC 718. For all entities, this ASU is effective for annual reporting periods, including interim periods within those annual reporting periods, beginning after December 15, 2017. Early adoption is permitted, including adoption in any interim period. The adoption of this ASU is not expected to have a material effect on the Company’s financial statements.

In July 2017, the FASB issued ASU 2017-11, “Earnings Per Share (Topic 260)”, Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). The amendments in Part I of this Update change the classification analysis of certain equity-linked financial instruments (or embedded features) with down round features. When determining whether certain financial instruments should be classified as liabilities or equity instruments, a down round feature no longer precludes equity classification when assessing whether the instrument is indexed to an entity’s own stock. The amendments also clarify existing disclosure requirements for equity-classified instruments. The amendments in Part II of this Update recharacterize the indefinite deferral of certain provisions of Topic 480 that now are presented as pending content in the Codification, to a scope exception. Those amendments do not have an accounting effect. For public business entities, the amendments in Part I of this Update are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted for all entities, including adoption in an interim period. If an entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. The Company believess that the adoption of this ASU will not have a material impact on its unaudited condensed financial statements.

 

In September 2017, the FASB issued ASU 2017-13, Revenue from Contracts with Customers (Topic 606) and Leases (Topic 842). The main objective of this pronouncement is to clarify the effective date of the adoption of ASC Topic 606 and ASC Topic 842 and the definition of public business entity as stipulated in ASU 2014-09 and ASU 2016-02. ASU 2014-09 provides that a public business entity and certain other specified entities adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2017, including interim reporting periods within that reporting period. All other entities are required to adopt ASC Topic 606 for annual reporting periods beginning after December 15, 2018, and interim reporting periods within annual reporting periods beginning after December 15, 2019. ASU 2016-12 requires that “a public business entity and certain other specified entities adopt ASC Topic 842 for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. All other entities are required to adopt ASC Topic 842 for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020”. ASU 2017-13 clarifies that the SEC would not object to certain public business entities electing to use the non-public business entities effective dates for applying ASC 606 and ASC 842. ASU 2017-13, however, limits such election to certain public business entities that “otherwise would not meet the definition of a public business entity except for a requirement to include or inclusion of its financial statements or financial information in another entity’s filings with the SEC”. The Company expects that the adoption of this ASU wouldwill not have a material impact on its unaudited condensedfinancial statements.


In February 2018, the FASB issued ASU 2018-02, Income Statement—Reporting Comprehensive Income (Topic 220). The amendments in this update allow a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. Consequently, the amendments eliminate the stranded tax effects resulting from the Tax Cuts and Jobs Act and will improve the usefulness of information reported to financial statement users. However, because the amendments only relate to the reclassification of the income tax effects of the Tax Cuts and Jobs Act, the underlying guidance that requires that the effect of a change in tax laws or rates be included in income from continuing operations is not affected. The amendments in this update also require certain disclosures about stranded tax effects. The guidance is effective for fiscal years beginning after December 15, 2018 with early adoption permitted, including interim periods within those years. The Company expects that the adoption of this ASU will not have a material impact on its financial statements.

 

In June 2018, the FASB issued ASU No. 2018-07, “Compensation – Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting,” or ASU 2018-07. ASU 2018-07 simplifies the accounting for share-based payments made to nonemployees so the accounting for such payments is substantially the same as those made to employees. Under this ASU, share based awards to nonemployees will be measured at fair value on the grant date of the awards, entities will need to assess the probability of satisfying performance conditions if any are present, and awards will continue to be classified according to Accounting Standards Codification (“ASC”) 718 upon vesting which eliminates the need to reassess classification upon vesting, consistent with awards granted to employees. This ASU is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The Company expects that the adoption of this ASU will not have a material impact on its financial statements.

In July 2018, the FASB issued ASU No. 2018-10, “Codification Improvements to Topic 842, Leases,” which clarifies how to apply certain aspects of the new leases standard. This ASU addresses the rate implicit in the lease, impairment of the net investment in the lease, lessee reassessment of lease classification, lessor reassessment of lease term and purchase options, variable payments that depend on an index or rate and certain transition adjustments. This ASU has the same effective date and transition requirements as the new leases standard, which is effective for annual periods beginning after December 15, 2018. The Company expects that the adoption of this ASU will have a material impact on its financial statements.

In July 2018, the FASB issued ASU No. 2018-11, “Leases (Topic 842): Targeted Improvements” which provides a new transition method and a practical expedient for separating components of a contract. This ASU is intended to reduce costs and ease the implementation of the new leasing standard for financial statement preparers. The effective date and transition requirements for the amendments related to separating components of a contract are the same as the effective date and transition requirements in ASU 2016-02. In December 2018 FASB issued ASU 2018-20, Leases (Topic) 842: Narrow-scope Improvements for Lessors which provides for certain policy elections and changes lessor accounting for sales and similar taxes and certain lessor costs. In March 2019 the FASB issued ASU 2019-01, Leases Codification Improvements Codification improvements to Topic 842 (leases), which provides narrow amendments to clarify how to apply certain aspects of the new lease standard. The Company has evaluated the impact of the new standard on its unaudited condensed consolidated financial statements and the guidance does not have a material impact on the Company. The Company expects that the adoption of this ASU will not have a material impact on its financial statements.  

In August 2018, the FASB issued ASU No. 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” to improve the effectiveness of disclosures in the notes to financial statements related to recurring or nonrecurring fair value measurements by removing amounts and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy, policies for timing of transfers between different levels for fair value measurements, and the valuation processes for Level 3 fair value measurements. The new standard requires disclosure of the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. The amendments in this update are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The Company expects that the adoption of this ASU will not have a material impact on its financial statements. 

In August 2018, the FASB issued ASU No. 2018-15, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract,” (ASU 2018-15), to align the requirements for capitalizing implementation costs in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs relating to internal-use software. The update requires entities in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset and which costs to expense. ASU 2018-15 is effective for the Corporation on January 1, 2020 and may be applied using either the retrospective or prospective approach. Early adoption is permitted. The Company expects that the adoption of this ASU will have a material impact on its financial statements. 

In October 2018, the FASB issued ASU No. 2018-17, “Consolidation (Topic 810): Targeted Improvements to Related Party Guidance for Variable Interest Entities”. The new standard changes how entities evaluate decision-making fees under the variable interest entity guidance. The new standard is effective for fiscal years beginning after December 15, 2019, and interim periods within those fiscal years. Early adoption is permitted in any interim period after issuance. The standard should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained earnings at the beginning of the period of adoption. The Company expects that the adoption of this ASU will not have a material impact on its financial statements. 

In November 2018, the FASB issued ASU No. 2018-19, “Codification Improvements to Topic 326, Financial Instruments-Credit Losses.” ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of Subtopic 326-20. Instead, impairment of receivables arising from operating leases should be accounted for in accordance with Accounting Standard Codification (“ASC”) 842, Leases. The Company expects that the adoption of this ASU will not have a material impact on its financial statements.

The Company believes that other recent accounting pronouncement updates will not have a material effect on the Company’s condensed unaudited consolidated financial statements.

14

NOTE 3-3 - INVENTORIES

 

The inventories consist of the following:

 

  December 31, 2017  June 30, 2017 
       
Raw materials $848,609  $1,167,553 
Work-in-process  763,041   672,966 
Finished goods  1,917,212   1,346,437 
Less: inventory reserve  (1,026,666)  (840,683)
Total $2,502,196  $2,346,273 

F-14

  September 30,
2019
  June 30,
2019
 
Raw materials $777,744  $974,639 
Work-in-process  540,057   651,769 
Finished goods  1,753,374   1,533,318 
Less: inventory reserve for raw materials  (1,082,425)  (944,167)
Total $1,988,750  $2,215,559 

 

Work-in-process includes direct costs such as seed selection, fertilizer, labor cost and subcontractor fees that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of the prepayment of the farmland lease fees and farmland development costs. All the costs are accumulated until the time of harvest and then allocated to harvested crop costs when they are sold.

  

NOTE 4-4 - PROPERTY AND EQUIPMENT NET

 

Property and equipment consist of the following:

 

 December 31, 2017  June 30, 2017 
      September 30,
2019
 June 30,
2019
 
Buildings $11,490,519  $10,516,245  $11,414,743  $11,994,407 
Building improvements  53,946   51,797   -   79,628 
Machinery and equipment  922,644   474,888   852,343   930,109 
Motor vehicles  109,861   48,651   46,191   81,541 
Construction in progress  614,688   442,646   75,425   78,407 
Office equipment  188,219   153,836   232,293   219,605 
Farmland leasehold improvements  3,231,563   3,102,803   2,945,934   3,062,410 
  16,611,440   14,790,866   15,566,929   16,446,107 
Less: accumulated depreciation and amortization  (4,940,550)  (4,470,470)  (5,615,813)  (5,778,377)
Property, plant and equipment, net $11,670,890  $10,320,396 
Property and equipment, net $9,951,116  $10,667,730 

 

Depreciation and amortization expense charged to operations was $276,438US$ 178,215 and $281,924 for the six months ended December 31, 2017 and 2016, respectively. Depreciation and amortization expense charged to operations was $139,456 and $134,557US$ 186,852 for the three months ended December 31, 2017September 30, 2019 and 2016,2018, respectively.

 

Farmland leasehold improvements consist of following:

  

 December 31, 2017  June 30, 2017  September 30,
2019
 June 30,
2019
 
     
Blueberry farmland leasehold reconstruction $2,482,630  $2,383,711 
Blueberry farmland leasehold improvements $2,263,197  $2,352,679 
Yew tree planting base reconstruction  278,146   267,064   253,562   263,587 
Greenhouse renovation  470,787   452,028   429,175   446,144 
Total farmland leasehold improvements $3,231,563  $3,102,803  $2,945,934  $3,062,410 

 


NOTE 5-5 - LAND USE RIGHTS

 

Land use rights are recognized at cost less accumulated amortization. According to the Chinese laws and regulations regarding land use rights, land in urban districts is owned by the State, while land in the rural areas and suburban areas, except otherwise provided for by the State, is collectively owned by individuals designated as resident farmers by the State. However, in accordance with the legal principle that land ownership is separate from the right to the use of the land, the government grants the user a “land use right” (the “Right”) to use the land. The Company has the Right to use the land for 50 years and amortizes the rights on a straight-line basis over the period of 50 years.

  

  December 31, 2017  June 30, 2017 
       
Land use rights $1,709,290  $1,641,181 
Less: accumulated amortization  (323,869)  (294,550)
Land use rights, net $1,385,421  $1,346,631 

F-15

  September 30,
2019
  June 30,
2019
 
Land use rights $1,558,211  $1,619,820 
Less: accumulated amortization  (349,907)  (355,511)
Land use rights, net $1,208,304  $1,264,309 

 

For the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, the Company recognized amortization expense of $19,394US$ 9,214 and $15,045, respectively. For the three months ended December 31, 2017 and 2016, the Company recognized amortization expense of $9,749 and $6,703,US$ 9,638, respectively.

 

The estimated future amortization expenses are as follows:

 

Twelve months ending December 31:   
Twelve months ending September 30:   
      
2018 $34,186 
2019  34,186  $31,164 
2020  34,186   31,164 
2021  34,186   31,164 
2022  34,186   31,164 
2023  31,164 
Thereafter  1,214,491   1,052,484 
Total $1,385,421  $1,208,304 

 

NOTE 6 - DISTRIBUTION RIGHTS

 

The Company acquired distribution rights to distribute branded products of Daiso 100-yen shops through the acquisition of Tianjin Tajite. As this distribution right is difficult to acquire and will contribute significant revenue to Tianjin Tajite, such distribution rightrights were identified and valued as an intangible asset in the acquisition of Tianjin Tajite. The distribution rights, withwhich have no expiration date, hashave been determined to have an indefinite life. Since the distribution rights have an indefinite life, the Company will evaluate them for impairment at least annually or earlier if determined necessary. As of November 1, 2017,September 30, 2019, the distribution right wasrights were evaluated at RMB 7,380,000 ($1,134,099)(US$ 1,033,860).

 


NOTE 7 - INVESTMENTS

 

Ankang Longevity Group entered into two equity investment agreements with Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”), a Chinese state-owned pharmaceutical enterprise to invest a total of RMB 6.8 million (approximately $1.0US$ 1.0 million) to formfor a 49% equity investmentinterest in a pharmacy retail company called Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Retail Chain Co., Ltd. (“Sunsimiao Drugstores”), and a 49% equity investmentinterest in a pharmaceutical wholesale distribution company named Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (“Shaanxi Longevity Pharmacy”). Ankang Longevity Group obtained 49% interest in each of these two new 49% equity investment companies. These two 49% equity investment companiesinvestments were formed as new business entities to collaborate with Shaanxi Pharmaceutical Group to expand sales to regional hospitals and clinics and to establish the presence of retail pharmacies under the Brand name “Sunsimiao”. The investments are accounted for using the equity method because Ankang Longevity Group has significant influence, but no control of these two entities. Ankang Longevity Group recorded income of $350,652US$ 69,899 and $401,768 for the six months ended December 31, 2017 and 2016, respectively and recorded income of $202,194 and $240,586US$ 143,135 for the three months ended December 31, 2017September 30, 2019 and 2016,2018, respectively, from the investments, which was included in “Income from equity method investments” in the unaudited condensed consolidated statements of income and comprehensive income (see Note 12)11).

 

Ankang Longevity Group entered into a supplemental agreement with Shaanxi Pharmaceutical Group. According to the supplemental agreement, the new 49% equity investment companies established by Shaanxi Pharmaceutical Group and Ankang Longevity Group are required to exclusively purchase certain raw materials and drug products from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed to compensate Ankang Longevity Group with a purchase rebate of 7% of the total purchases made from Shaanxi Pharmaceutical Group. For the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, a total of $779,935US$ Nil and $592,628US$ 292,439 was recognized by Ankang Longevity Group from this supplemental agreement in addition to its 49% share of the income from the equity investment companies, respectively. For the three months ended December 31, 2017, total income of $411,132 was recognized by Ankang Longevity Group from this supplemental agreement, compared to $352,638 in the same period in 2016.

F-16

 

On October 21, 2013, the Company, through its controlled subsidiaries, Zhisheng Freight and Zhisheng Agricultural, entered into an agreement with an unrelated third party, Zhejiang Zhen’Ai Network Warehousing Services Co., Ltd. (“Zhen’Ai Network”), and invested RMB 14.5 million (approximately $2.2US$ 2.2 million) into Tiancang Systematic Warehousing project (“Tiancang Project”) operated by Zhen’Ai Network. The Tiancang Project is an online platform established to provide comprehensive warehousing and logistic solutions to companies involved in E-commerce. The Company is entitled to 29% of Tiancang Project’s after-tax net income annually, less 30% statutory reserve and 10%a 10 % employee welfare fund.fund contribution. When the amount of the accumulated statutory reserve reaches 30% of the total investment for the Tiancang Project, no additional appropriation ofto the statutory reserve is required. For the six and three months ended December 31, 2017September 30, 2019 and 2016,2018, the Company did not record investment income from this investment.

 

On November 21, 2016, the Company (the “Investor”) entered into an agreement with Original Lab Inc., a California corporation (the “Investee”), and made a payment of $200,000US$ 200,000 in exchange for the right to acquire certain shares of the Investee’s common stock and preferred stock. For the six and three months ended December 31, 2017 and 2016, theThe Company did not recordconsidered it’s unlikely to obtain any investment income fromin the near future, and decided the make a fully impairment on this investment.investment during the year ended June 30, 2019. 

 

The Company’s investments in unconsolidated entities consist of the following:

 

 December 31, 2017  June 30, 2017 
      September 30,
2019
 June 30,
2019
 
Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (Ankang Longevity Pharmacy) $3,155,550  $2,744,391  $3,627,582  $3,717,277 
Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Chain Co., Ltd.  697,205   611,228   807,807   822,058 
Zhejiang Zhen’Ai Network Warehousing Services Co., Ltd.  2,228,244   2,139,461   2,031,296   2,111,609 
Original Lab Inc.  200,000   200,000 
Total $6,280,999  $5,695,080  $6,466,685  $6,650,944 

 


Summarized financial information of unconsolidated entities is as follows:

 

 December 31, 2017  June 30, 2017 
      September 30,
2019
 June 30,
2019
 
Current assets $37,175,436  $32,880,168  $37,362,920  $35,675,858 
Noncurrent assets  274,606   281,162   218,073   241,580 
Current liabilities  29,603,101   26,328,322   28,543,605   26,668,485 

 

 For the six months ended December 31, 
 2017  2016  For the three months ended
September 30,
 
      2019 2018 
Net sales $18,018,250  $14,651,055  $7,540,520  $7,438,062 
Gross profit  2,353,334   1,947,737   764,612   1,013,655 
Income from operations  816,023   815,437   138,891   292,670 
Net income  715,617   819,935   144,590   292,113 

 

NOTE 8 - DEPOSIT FOR BUSINESS ACQUISITIONLEASES 

 

On November 16, 2017, Xinjiang Taihe entered into a Strategic Cooperation Agreement (the "Agreement") with Western Xinjiang Tiansheng Agricultural Development Co., Ltd.("Xinjiang Tiansheng"), a leading nursery and agricultural company with extensive industry experience in Xinjiang, China. Pursuant to the Agreement, Xinjiang Taihe intends to acquire 51% equity interest in Xinjiang Tiansheng, in exchange for a combination of 14% equity ownership in Xinjiang Taihe and for cash consideration of RMB 23.8 million (approximately $3,657,000). On December 20, 2017,Effective July 1, 2019, the Company paid RMB 810,000 ($124,474)adopted the new lease accounting standard using the optional transition method which allowed us to continue to apply the guidance under the lease standard in effect at the time in the comparative periods presented. In addition, the Company elected the package of practical expedients, which allowed us to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the depositpractical expedient to secureuse hindsight to determine the deal.

F-17

NOTE 9 - PREPAID LEASESlease term for its leases at transition. The Company has also elected the practical expedient allowing us to not separate the lease and non-lease components for all classes of underlying assets. Adoption of this standard resulted in the recording of operating lease ROU assets and corresponding operating lease liabilities of $3,241,426 and $431,883, respectively, as of July 1, 2019 with no impact on accumulated deficit. Financial position for reporting periods beginning on or after July 1, 2019, are presented under the new guidance, while prior period amounts are not adjusted and continue to be reported in accordance with previous guidance.

 

OneThe Company leases offices space under non-cancelable operating leases, with terms ranging from one to three years. In addition, one of the Company’s controlled subsidiaries, Zhisheng Group entered into several farmland lease contracts with farmer cooperatives to lease farmland in order to plant and grow organic vegetables, fruit and Chinese yew trees. The lease terms vary from 5 years to 24 years. The aggregate prepaid lease payments on these leases was approximately RMB 36.7 million (approximately $5.6 million). Zhisheng Group was requiredCompany considers those renewal or termination options that are reasonably certain to prepay lease amount plus transfer fees atbe exercised in the beginningdetermination of the lease.

These leases are accountedlease term and initial measurement of right of use assets and lease liabilities. Lease expense for as operating leases and will be amortized each yearlease payment is recognized on a straight-line basis over the lease terms. The amortization expense is initiallyterm. Leases with initial term of 12 months or less are not recorded as work in processon the balance sheet. 

When available, the Company uses the rate implicit in the inventory account duringlease to discount lease payments to present value; however, most of the growing period and then transferred to harvested crops costs atCompany’s leases do not provide a readily determinable implicit rate. Therefore, the timeCompany discount lease payments based on an estimate of harvest and then allocated to cost of sales when they are sold.its incremental borrowing rate.

 

Future amortization expense will be recognized as follows:The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.


The table below presents the operating lease related assets and liabilities recorded on the balance sheets.  

 

Twelve months ending December 31:   
    
2018 $485,309 
2019  485,309 
2020  331,125 
2021  220,993 
2022  220,993 
Thereafter  1,955,200 
Total $3,698,929 
  September 30,
2019
 
Rights of use lease assets $3,241,426 
    
Operating lease liabilities – current $428,863 
Operating lease liabilities – non-current  3,020 
Total operating lease liabilities $431,883 

The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of September 30, 2019:

September 30,

2019

Remaining lease term and discount rate:
Weighted average remaining lease term (years)9.77
Weighted average discount rate5.0%

Rent expense totaled US$ 92,325 and US$ 159,351 for the three months ended September 30, 2019 and 2018, respectively.

The following is a schedule, by years, of maturities of lease liabilities as of September 30, 2019:

2020 $860,742 
2021  644,227 
2022  426,331 
2023  204,173 
2024  204,173 
Thereafter  913,740 
Total lease payments  3,253,386 
Less: imputed interest  (11,960)
Less: prepayments  (2,809,543)
Present value of lease liabilities $431,883 

19

 

NOTE 109 - SHORT-TERM LOANS

 

Short-term loans consist of the following:

 

Lender December 31, 2017  

Maturity

Date

 

Int.

Rate/Year

 
MY Bank-a  128,060  2018-10-20  11.84%
Agricultural Bank of China-d  307,344  2018-7-3  5.22%
Agricultural Bank of China-d  768,360  2018-10-12  5.66%
 Total $1,203,764       
Lender September 30,
2019
  Maturity
Date
 Int.
Rate/Year
 
Agricultural Bank of China-b  630,402  2019/11/13*  3.92%
Agricultural Bank of China-c  1,400,894  2020/2/25  5.66%
Agricultural Bank of China-c  280,179  2020/8/26  5.60%
Total $2,311,475       

 

Lender June 30, 2017  

Maturity

Date

  

Int.

Rate/Year

  June 30,
2019
 Maturity
Date
 Int.
Rate/Year
 
Wanxiang Trust Co., Ltd-a  7,746  2017-9-9 * 13.48%
MY Bank-a  7,282  2019-8-29*  15.80%
Agricultural Bank of China-b  291,256  2019-8-12*  5.66%
Agricultural Bank of China-b  295,098  2017-10-16 * 5.22%  655,327  2019-11-13*  3.92%
Agricultural Bank of China-c  737,745  2017-8-17 * 5.66%  1,456,282  2020-2-25  5.66%
Agricultural Bank of China-d  1,180,392  2017-12-7 * 5.22%
Agricultural Bank of China-e  442,647  2017-11-15 * 5.22%
Total $2,663,628        $2,410,147     

 

The loans outstanding were guaranteed by the following properties, entities or individuals: 

 

a. Not collateralized or guaranteed.

a.F-18Not collateralized or guaranteed.

 

b.Guaranteed by a commercial credit guaranty company, unrelated to the Company and also by Jiping Chen, a shareholder of the Company.

 

b. Collateralized by the building owned by Xiaoyan Chen and Jing Chen, who are both related parties of the Company. Xiaoyan Chen is one of the shareholders of Ankang Longevity Group. Jing Chen is the sister of the Xiaoyan Chen but not a shareholder of Ankang Longevity Group.

c.Collateralized by the building owned by Xiaoyan Chen and Jing Chen, who are both related parties of the Company. Xiaoyan Chen is one of the shareholders of Ankang Longevity Group. Jing Chen is the sister of the Xiaoyan Chen but not a shareholder of Ankang Longevity Group.

 

c. Guaranteed by commercial credit guaranty companies unrelated to the Company.

d. Guaranteed by a commercial credit guaranty company, unrelated to the Company and also by Jiping Chen, a shareholder of the Company.

e. Guaranteed by a third-party company and also by Jiping Chen, a shareholder of the Company.

* The Company repaid the loans in full on maturity date.

*The Company repaid the loan in full on maturity date.

 

The Company recorded interest expense of $69,498US$ 30,277 and $71,586US$ 31,372 for the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, respectively. The annual weighted average interest rates are 5.58%5.31% and 5.46% for the six months ended December 31, 2017 and 2016, respectively.

The Company recorded interest expense of $33,470 and $32,2835.83% for the three months ended December 31, 2017September 30, 2019 and 2016, respectively. The annual weighted average interest rates are 5.83% and 5.43% for the three months ended December 31, 2017 and 2016,2018, respectively.

   

Note 11 –10 - ACQUISITION

 

On December 12, 2016, the Company entered into a merger and acquisition agreement with Tianjin Tajite E-Commerce Co., Ltd. (“Tianjin Tajite”), a professional e-commerce company distributing Luobuma fabric commodities and branded products of Daiso 100-yen shops, based in Tianjin, China, to acquire 51%a 51 % equity interest of Tianjin Tajite.

 

Pursuant to the agreement, the Company made a payment of RMB 14,000,000 (approximately $2.03US$ 2.1 million) inat the end of December, 2016 as the total consideration for the acquisition of Tianjin Tajite.

 

On October 26, 2017, the Company completed the acquisitionsacquisition of Tianjin Tajite. The acquisition provides a unique opportunity for the Company to enter the market of Luobuma fabric commodities and branded products of Daiso 100-yen shops.

 


The transaction was accounted for in accordance with the provisions of ASC 805-10, Business Combinations. The Company retained independent appraisers to advise management in the determination of the fair value of the various assets acquired and liabilities assumed. The values assigned in these financial statements represent management’s best estimate of fair values as of the Acquisition Date.

 

As required by ASC 805-20, Business Combinations—Identifiable Assets and Liabilities, and Any Noncontrolling Interest, management conducted a review to reassess whether they identified all the assets acquired and all the liabilities assumed, and followed ASC 805-20’s measurement procedures for recognition of the fair value of net assets acquired.

F-19

 

The following table summarizes the allocation of estimated fair values of net assets acquired and liabilities assumed:

 

Accounts receivable, net  28,521   26,000 
Inventory  61,329   55,909 
Other current assets  194,943   177,712 
Distribution rights  1,134,099   1,033,860 
Property, plant and equipment  14,846   13,534 
Advance from customers  (82,586)  (75,287)
Tax payable  (17,826)  (16,251)
Deferred tax liabilities  (283,525)  (258,465)
Salary payable  (26,508)  (24,165)
Accrued liabilities and other current liabilities  (1,049,667)  (956,890)
Non-controlling interest  1,505   1,372 
Goodwill  2,152,975   1,962,680 
Total purchase price for acquisition, net of $23,301 of cash $2,128,106 
Total purchase price for acquisition, net of US$ 22,076 of cash $1,940,009 

 

The excess of the purchase price over the aggregate fair value of assets acquired was allocated to goodwill. The results of operations of Tianjin Tajite have been included in the unaudited condensed consolidated statements of operations from the date of acquisition.

 

In June 2018, the management performed evaluation on the impairment of goodwill. Due to the lower than expected revenue and profit, and unfavorable business environment, the management fully recorded an impairment loss on goodwill of Tianjin Tajite. 

The fair value of distribution rights and its estimated useful lives is as follows:

 

   Preliminary
Fair Value
    Weighted Average
Useful Life (in Years) 
 
Distribution rights $1,134,099   (a)
  Preliminary
Fair Value
  Weighted
Average
Useful Life
(in Years)
Distribution rights $1,033,860  (a)

 

(a) The distribution rights with no expiration date has been determined to have an indefinite life.

(a)The distribution rights with no expiration date has been determined to have an indefinite life.

 

Under ASC 805-10, acquisition-related costs (i.e., advisory, legal, valuation and other professional fees) are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred. Acquisition-related costs were nil in the six months ended December 31, 2017.

The Company has included the operating results of Tianjin Tajite in its unaudited condensed consolidated financial statements since the Acquisition Date, which includes $80,368 in net sales and $125,178 in net loss of Tianjin Tajite.

The following unaudited pro forma condensed financial information presents the combined results of operations for the six and three months ended December 31, 2017 and 2016 of Shineco, Inc and Tianjin Tajite as if the acquisition had occurred as of the beginning of each period presented (in thousands except per share amounts):September 30, 2019.

 

  

Pro Forma Combined

Six Months Ended
December 31,

  

Pro Forma Combined

Three Months Ended

December 31,

 
  2017  2016  2017  2016 
Net sales $22,099  $17,591  $14,194  $11,224 
Net income  4,644   3,833   3,553   2,749 
Net income per common share, basic and diluted $0.22  $0.21  $0.17  $0.14 
Shares outstanding, basic and diluted  21,034   20,205   21,034   21,034 

F-20

The unaudited pro forma condensed financial information is not intended to represent or be indicative of the consolidated results of operations of the Company that would have been reported had the acquisition been completed as of the beginning of the period presented, and should not be taken as being representative of the future consolidated results of operations of the Company.

NOTE 1211 - RELATED PARTY TRANSACTIONS 

 

DUE FROM RELATED PARTIES

 

The Company had previously made temporary advances to certain shareholders of the Company and to other entities that are either owned by family members of those shareholders or to other entities that the Company has investments in. Those advances are due on demand, non-interest bearing.

 

As of December 31, 2017September 30, 2019 and June 30, 2017,2019, the outstanding amounts due from related parties consist of the following:

 

  December 31, 2017  June 30, 2017 
       
Yang Bin $153,672  $147,550 
Zhang Xin  95,277   91,480 
Chang Song  76,068   73,037 
Zhang Xinyu  64,116   61,441 
Zhang Hua  52,248   28,034 
Beijing Huiyinansheng Asset Management Co., Ltd  23,051   22,132 
Zhang Yuying  -   15,567 
Wang Qiwei  62,239   8,117 
Tian Shuangpeng  -   1,475 
Zhao Min  3,145   - 
  $529,816  $448,833 
  September 30,
2019
  June 30,
2019
 
Yang Bin $42,027  $43,688 
Beijing Huiyinansheng Asset Management Co., Ltd (a.)  21,041   21,873 
Beijing Shengguang Tianyi Clothing Co., Ltd (b.)  2,948   63,911 
Wang Qiwei  56,737   58,981 
  $122,753  $188,453 

a. This Company is wholly owned by one of the Company’s senior management.

b. This Company is wholly owned by one of the Company’s shareholders.

22

 

DUE TO RELATED PARTIES

 

As of December 31, 2017September 30, 2019 and June 30, 2017,2019, the Company had related party payables of $343,655US$ 287,066 and $257,880,US$ 234,500, respectively, mainly due to the principal shareholders or certain relatives of the shareholders of the Company who lend funds for the Company’s operations. The payables are unsecured, non-interest bearing and due on demand.

  

 December 31, 2017  June 30, 2017 
      September 30,
2019
 June 30,
2019
 
Wu Yang  98,427   94,505  $89,727  $93,275 
Wang Sai  150,000   71,942   8,405   8,738 
Chen Jiping  952   989 
Zhang Yuying 0  2,913 
Zhao Min  95,228   91,433   187,982   128,585 
 $343,655  $257,880  $287,066  $234,500 

 

SALES TO RELATED PARTIES

 

For the six and three months ended December 31, 2017,September 30, 2019 and 2018, the Company recorded sales to Shaanxi Pharmaceutical Group, a related party (see Note 7), of $1,601,634US$ 795,548 and $830,180, respectively. For the six and three months ended December 31, 2016, the Company recorded sales to Shaanxi Pharmaceutical Group, a related party, of $1,682,604 and $882,405,US$ 802,910, respectively. As of December 31, 2017September 30, 2019 and June 30, 2017,2019, the balance of accounts receivable due from Shaanxi Pharmaceutical Group was $2,307,320US$ 2,285,268 and $2,205,453,US$ 2,706,111, respectively.

F-21

 

NOTE 1312 - TAXES

 

(a)Corporate Income Taxes

 

The Company is subject to income taxes on an entity basis on income arising in or derived from the location in which each entity is domiciled.

 

Shineco is incorporated in the United States and has no operating activities. Tenet-Jove and its VIEs entities are governed by the Income Tax Laws of the PRC, and are currently subject to tax at a statutory rate of 25% on taxable income. Two VIE entities and Xinjiang Taihe receive a full income tax exemption from the local tax authority of the PRC as agricultural enterprises as long as the favorable tax policy remains unchanged.

 

On December 22, 2017, the “Tax Cuts and Jobs Act” (“The Act”) was enacted, The Act imposes a one-time transition tax on deemed repatriation of historical earnings of foreign subsidiaries, and future foreign earnings are subject to U.S. taxation. The change in rate has caused us to re-measure the Company’s income tax liability and record an estimated income tax expense of US$ 744,766 for the year ended June 30, 2018. In accordance with SAB 118, additional work is necessary to do a more detailed analysis of the Act as well as potential correlative adjustments. Any subsequent adjustment to these amounts will be recorded to current tax expense in fiscal 2019 when the analysis is complete. The Company elects to pay the transition tax over an eight year period using specified percentages (eight percent per year for the first five years, 15 percent in year six, 20 percent in year seven, and 25 percent in year eight).

i)The components of the income tax expense are as follows:

 

 For the six months ended
December 31,
  For the three months ended
December 31,
  For the three months ended
September 30,
 
 2017 2016 2017 2016  2019 2018 
Current income tax provision $636,558  $548,811  $327,222  $343,292  $140,841  $217,156 
Deferred income tax benefit  (41,523)  (43,424)  (15,044)  (39,541)
Deferred income tax provision (benefit)  (145,624)  1,627 
Total $595,035  $505,387  $312,178  $303,751  $(4,783) $218,783 

 


ii)The following table summarizes deferred tax assets resulting from differences between the financial reporting basis and tax basis of assets and liabilities:

 

 December 31, 2017  June 30, 2017  September 30,
2019
 June 30,
2019
 
     
Deferred tax assets:     
Allowance for doubtful accounts $28,882  $24,598  $290,270  $197,962 
Inventory reserve  257,035   209,236   263,485   228,893 
Net operating loss carry-forwards  116,525   111,882   499,906   519,671 
Total  402,442   345,716   1,053,661   946,526 
Valuation allowance  (116,525)  (111,882)  (499,906)  (519,671)
Deferred tax assets, net $285,917  $233,834 
Total deferred tax assets  553,755   426,855 
Deferred tax liability:        
Distribution rights  (258,464)  (268,684)
Total deferred tax liability  (258,464)  (268,684)
Deferred tax liability, net $295,291  $158,171 

 

Movement of the valuation allowance:

 

 December 31, 2017  June 30, 2017 
      September 30,
2019
 June 30,
2018
 
Beginning balance $111,882  $114,122  $519,671  $539,061 
Current year addition  -   - 
Exchange difference  4,643   (2,240)  (19,765)  (19,390)
Ending balance $116,525  $111,882  $499,906  $519,671 

(b) Value Added Tax

(b)Value Added Tax

 

The Company is subject to a value added tax (“VAT”) for selling merchandise. The applicable VAT rate is 17% before May 1, 2018 for products sold in the PRC.PRC and decreased to 16% thereafter. The amount of VAT liability is determined by applying the applicable tax rate to the invoiced amount of goods sold (output VAT) less VAT paid on purchases made with the relevant supporting invoices (input VAT). Under commercial practice in the PRC, the Company pays VAT based on tax invoices issued. The tax invoices may be issued subsequent to the date on which revenue is recognized, and there may be a considerable delay between the date on which the revenue is recognized and the date on which the tax invoice is issued.

F-22

 

In the event that the PRC tax authorities dispute the date on which revenue is recognized for tax purposes, the PRC tax office has the right to assess a penalty based on the amount of the taxes which are determined to be late or deficient, and will be expensed in the period if and when a determination is made by the tax authorities. There were no assessed penalties during the six and three months ended December 31, 2017September 30, 2019 and 2016.2018.

 

(c) Taxes Payable


(c)Taxes Payable

 

Taxes payable consists of the following:

 

 December 31, 2017  June 30, 2017 
      September 30,
2019
 June 30,
2019
 
Income tax payable $1,752,850  $1,541,548  $3,295,635  $3,425,080 
Value added tax payable  258,680   60,685   531,351   536,486 
Business tax and other taxes payable  13,238   6,693   7,816   5,909 
 $2,024,768  $1,608,926 
Total  3,833,807   3,967,475 
Less: current portion  3,208,204   3,341,872 
Income tax payable - noncurrent portion $625,603  $625,603 

 

NOTE 14 –13 - SHAREHOLDERS’ EQUITY

 

Initial Public Offering

 

On September 28, 2016, the Company completed its initial public offering of 1,713,190 shares of common stock at a price of $4.50US$ 4.50 per share for gross proceeds of $7.7US$ 7.7 million and net proceeds of approximately $5.4US$ 5.4 million. The Company’s common shares began trading on September 28, 2016 on the NASDAQ Capital Market under the symbol “TYHT.”

  

Statutory Reserve

 

The Company is required to make appropriations to reserve funds, comprising the statutory surplus reserve and discretionary surplus reserve, based on after-tax net income determined in accordance with generally accepted accounting principles of the PRC (“PRC GAAP”).

 

Appropriations to the statutory surplus reserve are required to be at least 10% of the after taxafter-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50% of the entities’ registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the Board of Directors. As of December 31, 2017September 30, 2019 and June 30, 2017,2019, the balance of the required statutory reservereserves was $3,727,672US$ 4,198,107 and $3,484,449,US$ 4,198,107, respectively.

On January 23, 2018, Shineco, Inc. entered into a Common Stock Purchase Agreement (“Purchase Agreement”) with IFG Opportunity Fund LLC (“IFG Fund”) whereby, upon the terms and subject to the conditions and limitations set forth therein, the Company had the right, from time to time in its sole discretion during the 24-month term of the Purchase Agreement, to direct IFG Fund to purchase up to a total of US$ 15,000,000 worth of shares of common stock. As consideration for IFG Fund to enter into the Purchase Agreement, the Company agreed to issue 200,000 shares of the Company’s Common Stock (the “Commitment Shares”) to IFG Fund. The Purchase Shares are being offered in an indirect primary offering consisting of an equity line of credit, in accordance with the terms and conditions of the Purchase Agreement. The total number of Purchase Shares shall not exceed 4,000,000. On January 23, 2018, the Company issued the Commitment Shares to IFG Fund. On July 3, 2018, the Company and IFG Fund entered into a termination agreement, dated July 3, 2018 (the “Termination Agreement”) effective as of July 3, 2018, to terminate the Purchase Agreement and the Registration Rights Agreement. IFG retained the 200,000 commitment shares which were valued at US$ 434,000 and written off during the three months ended September 30, 2018.

On September 27, 2018, the Company entered into a securities purchase agreement with selected investors whereby the Company agreed to sell up to 1,637,700 of common stock at a purchase price of US$ 1 per share , for gross proceeds to the Company of approximately US$ 1,637,700 (the “2018 Offering”). After deducting the offering cost, the net proceeds the Company received was US$ 1,589,892. The 2018 Offering closed on September 28, 2018. The 2018 Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-221711) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder.

On May 8, 2019, TNB, filed with the United States Securities and Exchange Commission a Notice of Exempt Offering of Securities on Form D regarding an offering (“Offering”) of tokens that Tenet-Jove plans to raise up to US$ 20,000,000 in the Offering, and up to an additional US$ 20,000,000 in an offering under Regulation S of the Securities Act. Tenet-Jove intends to use the net proceeds from sales of the tokens to develop land and facilities for cultivating industrial hemp in China under a newly formed wholly owned subsidiary (the “Operations”). The tokens represent shares of preferred stock of Tenet-Jove. On an annual basis, Tenet-Jove will distribute to token holders the greater of (A) 5% of the total amount of proceeds raised by Tenet-Jove in the offerings, or (B) 40% of net profits generated from the Operations. The Company will guarantee Tenet-Jove’s obligations to distribute such amount. Token holders shall also have the option to convert the tokens into shares of common stock of the Company. As the date of this report, the Offering of tokens is in process, and none of the tokens has been sold.


On September 3, 2019, the Company granted 1,662,864 restricted shares to its employees as compensation cost for awards. The fair value of the restricted shares was US$ 1,022,661 based on the closing stock price US$ 0.615 at September 3, 2019. These restricted shares were vested immediately from the grant date. 

On September 5, 2019, the Company entered into a securities purchase agreement with select investors whereby the Company agreed to sell, and the investors agreed to purchase, up to 2,798,792 shares of common stock (the “Shares”) at a purchase price of US$ 0.52 per Share. The net proceeds that the Company received was US$ 1,500,203. The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-221711) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder.

 

NOTE 1514 - CONCENTRATIONS AND RISKS

 

The Company maintains principally all bank accounts in the PRC for which there is no insurance.PRC. The cash balance held in the PRC bank accounts was $29,242,123US$ 37,591,678 and $23,112,124US$ 35,311,106 as of December 31, 2017September 30, 2019 and June 30, 2017,2019, respectively.

 

During the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, almost 100% of the Company'sCompany’s assets were located in the PRC and 100% of the Company'sCompany’s revenues were derived from its subsidiaries and VIEs located in the PRC.

 

For the sixthree months ended December 31, 2017, threeSeptember 30, 2019, five customers accounted for approximately 16%14%, 13%12%, 11%, 10% and 10% of the Company’s total sales, respectively. At September 30, 2019, two customers accounted for approximately 39% of the Company’s accounts receivable. 

For the three months ended September 30, 2018, five customers accounted for approximately 14%, 14%, 14%, 12% and 11% of the Company’s total sales, respectively. For the three months ended December 31, 2017, two customers accounted for approximately 26% and 20% of the Company’s total sales, respectively. At December 31, 2017, five customers accounted for approximately 65% of the Company’s accounts receivable.

For the six months ended December 31, 2016, one customer accounted for approximately 16% of the Company’s total sales, respectively. For the three months ended December 31, 2016, three customers accounted for approximately 13%, 12%, and 11% of the Company’s total sales, respectively.

F-23

For the six months ended December 31, 2017, four vendors accounted for approximately 40%, 10%, 10%, and 10% of the Company’s total purchases, respectively. For the six months ended December 31, 2016, three vendors accounted for approximately 17%, 15%, and 13% of the Company’s total purchases, respectively.

 

For the three months ended December 31, 2017, twoSeptember 30, 2019, three vendors accounted for approximately 54%36%, 16% and 15%12% of the Company’s total purchases, respectively. For the three months ended December 31, 2016, fourSeptember 30, 2018, three vendors accounted for approximately 25%38%, 20%, 13%14% and 10%11% of the Company’s total purchases, respectively.

 

NOTE 1615 - COMMITMENTS AND CONTINGENCIESCONTIGENCIES

 

Lease Commitments

 

The Company leases four main office spaces under non-cancelable operating lease agreements through December 10, 2020. The Company also leases farmland under a non-cancelable operating lease agreement through April 26, 2041. Most of those operating lease payments are scheduled on a quarterly basis.  The future minimum rental payments are as follows:

Twelve months ending December 31:   
    
2018 $566,962 
2019  435,075 
2020  260,134 
2021  216,816 
2022  216,816 
Thereafter  3,974,959 
Total $5,670,762 

Rent expense totaled $269,022 and $324,173 for the six months ended December 31, 2017 and 2016, respectively.

Rent expense totaled $140,566 and $159,271 for the three months ended December 31, 2017 and 2016, respectively.

In addition, the Company sublets the above-mentioned farmland to a third party under a non-cancelable operating lease agreement through May 31, 2020. The future minimum sublease rental income to be received is as follows:

 

Twelve months ending December 31:   
    
2018 $210,793 
2019  210,793 
2020  90,340 
Total $511,926 
Twelve months ending September 30:   
    
2020  136,824 
Total $136,824 

 

Sublease rental income totaled $108,408US$ 51,309 and $106,673 for the six months ended December 31, 2017 and 2016, respectively.

Sublease rental income totaled $54,437 and $53,337US$ 52,904 for the three months ended December 31, 2017September 30, 2019 and 2016,2018, respectively.


F-24


Legal Contingencies

 

On May 16, 2017, Bonwick Capital Partners, LLC (“Plaintiff”) commenced a lawsuit (Case No. 1:17-cv-03681-PGG) against the Company in the United States District Court for the Southern District of New York. Plaintiff alleges that the Company entered into an agreement with Plaintiff (the “Agreement”), pursuant to which Plaintiff was to provide the Company with financial advisory services in connection with the Company’s initial public offering in the United States. Plaintiff alleges that the Company breached the Agreement and seeks money damages up to $6US$ 6 million. The Company believes that these claims are without merit and intends to vigorously defend itself.its position.

 

NOTE 1716 - SEGMENT REPORTING

 

ASC 280, “Segment Reporting”, establishes standards for reporting information about operating segments on a basis consistent with the Group'sGroup’s internal organizational management structure as well as information about geographical areas, business segments and major customers in financial statements for details on the Group'sGroup’s business segments.

 

The Company'sCompany’s chief operating decision maker has been identified as the Chief Executive Officer who reviews the financial information of separate operating segments when making decisions about allocating resources and assessing performance of the Group. Based on management'smanagement’s assessment, the Company has determined that it has three operating segments according to its major products and locations as follows:

 

Ø

Developing, manufacturing and distributing of specialized fabrics, textile products and other by-products derived from an indigenous Chinese plant called Apocynum Venetum, commonly known as “Bluish Dogbane” or known in Chinese as “Luobuma” (referred to herein as Luobuma):

 

The operating companies of this segment, namely Tenet-Jove and Tenet Huatai, specialize in Luobuma growing, development and manufacturing of relevant products.products, as well as purchasing Luobuma raw materials processing.

 

This segment’s operations are focused in the north region of Mainland China, mostly carried out in Beijing, Tianjin and TianjinXinjiang City.

 

ØProcessing and distributing of traditional Chinese medicinal herbal products as well as other pharmaceutical products (“Herbal products”):

 

The operating companies of this segment, namely AnKang Longevity Group and its subsidiaries, process more than 600 kinds of Chinese medicinal herbal products with an established domestic sales and distribution network.

 

Ankang Longevity Group is also engaged in the retail pharmacy business and the operating revenue, which is not material, is also included in this segment.

 

ØPlanting, processing and distributing of green and organic agricultural produce as well as growing and cultivating of Chinese Yew trees (“AgriculturalOther agricultural products”):

 

The operating companies of this segment, the Zhisheng Group, is engaged in the business of growing and distributing green and organic vegetables and fruits as well as providing logistics services for distributing agricultural products. This segment has been focusing its efforts on the growing and cultivating of Chinese yew trees (formally known as “taxus media”), a small evergreen tree whose branches can be used for the production of medications believed to be anti-cancer medications and the tree itself can be used as an ornamental indoor bonsai tree, which are known to have the effect of purifying air quality.

 

The operations of this segment are located in the East and North regions of Mainland China, mostly carried out in Shandong Province and in Beijing where the Zhisheng Group has newly developed over 100 acres of modern greenhouses for cultivating yew trees and other plants.

F-25

 


The following table presents summarized information by segment for the sixthree months ended December 31, 2017:September 30, 2019: 

 

  For the six months ended December 31, 2017 
  Bluish  Herbal  Agricultural    
  dogbane  products  products  Total 
Segment revenue $4,934,073  $6,928,139  $10,079,484  $21,941,696 
Cost of goods  2,449,556   5,330,648   7,214,008   14,994,212 
Business and sales related tax  13,429   27,908   -   41,337 
Gross profit  2,471,088   1,569,583   2,865,476   6,906,147 
Gross profit contribution %  35.8%  22.7%  41.5%  100.0%

The following table presents summarized information by segment for the six months ended December 31, 2016:

  For the six months ended December 31, 2016 
  Bluish  Herbal  Agricultural    
  dogbane  products  products  Total 
Segment revenue $1,647,959  $6,676,290  $9,265,481  $17,589,730 
Cost of goods  808,338   4,915,064   5,963,904   11,687,306 
Business and sales related tax  8,472   25,492   -   33,964 
Gross profit  831,149   1,735,734   3,301,577   5,868,460 
Gross profit contribution %  14.1%  29.6%  56.3%  100.0%
  For the three months ended September 30, 2019 
  Luobuma  Herbal  Other agricultural    
  products  products  products  Total 
Segment revenue $65,519  $3,300,321  $3,680,941  $7,046,781 
Cost of revenue and related business and sales tax  231,504   2,599,404   2,575,978   5,406,886 
Gross profit  (165,985)  700,917   1,104,963   1,639,895 
Gross profit %  (253.3)%  21.2%  30.0%  23.3%

 

The following table presents summarized information by segment for the three months ended December 31, 2017:September 30, 2018:

 

  For the three months ended December 31, 2017 
  Bluish  Herbal  Agricultural    
  dogbane  products  products  Total 
Segment revenue $3,887,776  $3,662,246  $6,582,180  $14,132,202 
Cost of goods  1,868,265   2,745,585   4,674,851   9,288,701 
Business and sales related tax  8,957   16,767   -   25,724 
Gross profit  2,010,554   899,894   1,907,329   4,817,777 
Gross profit contribution %  41.7%  18.7%  39.6%  100.0%

The following table presents summarized information by segment for the three months ended December 31, 2016:

  For the three months ended December 31, 2016 
  Bluish  Herbal  Agricultural    
  dogbane  products  products  Total 
Segment revenue $910,498  $3,495,919  $6,816,649  $11,223,066 
Cost of goods  441,118   2,477,351   4,332,665   7,251,134 
Business and sales related tax  4,868   13,551   -   18,419 
Gross profit  464,512   1,005,017   2,483,984   3,953,513 
Gross profit contribution %  11.7%  25.4%  62.9%  100.0%
  For the three months ended September 30, 2018 
  Luobuma  Herbal  Other agricultural    
  products  products  products  Total 
Segment revenue $166,185  $3,298,323  $4,124,573  $7,589,081 
Cost of revenue and related business and sales tax  54,429   2,574,266   2,849,459   5,478,154 
Gross profit  111,756   724,057   1,275,114   2,110,927 
Gross profit %  67.2%  22.0%  30.9%  27.8%
                 

 

Total Assets as of

 

  December 31, 2017  June 30, 2017 
       
Bluish Dogbane or “Luobuma” $12,487,570  $6,983,551 
Herbal products  38,823,053   35,222,278 
Agricultural products  27,573,550   26,079,141 
  $78,884,173  $68,284,970 

F-26

  September 30,
2019
  June 30,
2019
 
Luobuma products $5,625,159  $6,268,974 
Herbal products  43,900,775   45,095,019 
Other agricultural products  31,189,846   32,375,480 
  $80,715,780  $83,739,473 

  

NOTE 18 –17 - SUBSEQUENT EVENTS

On January 23, 2018, Shineco, Inc. entered into a Common Stock Purchase Agreement with IFG OPPORTUNITY FUND LLC (“IFG Fund”) whereby, upon the terms

These unaudited condensed consolidated financial statements were approved by management and subject to the conditionsavailable for issuance on November 14, 2019, and limitations set forth therein, the Company has the right, from timeevaluated subsequent events through this date. No subsequent events required adjustments to timeor disclosure in its sole discretion during the 24-month term of the Purchase Agreement, to direct IFG Fund to purchase up to a total of $15,000,000 of shares of common stock. The Shares are being offered in an indirect primary offering consisting of an equity line of credit, in accordance with the terms and conditions of the Purchase Agreement. The total number of shares of Common Stock that may be issued under this Agreement, excluding the Commitment Shares shall be limited to 4,000,000 shares of Common Stock.these unaudited condensed consolidated financial statements.

 

F-27

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

This document contains certain statements of a forward-looking nature. Forward-looking statements involve risks and uncertainties, such as statements about our plans, objectives, expectations, assumptions or future events. In some cases, you can identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,” “we believe,” “we intend,” “may,” “should,” “will,” “could” and similar expressions denoting uncertainty or an action that may, will or is expected to occur in the future. These statements involve estimates, assumptions, known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from any future results, performances or achievements expressed or implied by the forward-looking statements.

 

Examples of forward-looking statements include:

 

 the timing of the development of future products;

 

 projections of revenue, earnings, capital structure and other financial items;

 

 statements of our plans and objectives, including those that relate to our proposed expansions and the effect such expansions may have on our revenues;

 

 statements regarding the capabilities of our business operations;

 

 statements of expected future economic performance;

 

 statements regarding competition in our market; and

 

 assumptions underlying statements regarding us or our business.

 

The ultimate correctness of these forward-looking statements depends upon a number of known and unknown risks and events. We discuss our known material risks under the heading “Risk Factors” in our annual report on Form 10-K and Registration Statement on Form S-1. Many factors could cause our actual results to differ materially from those expressed or implied in our forward-looking statements. Consequently, you should not place undue reliance on these forward-looking statements.

 

The forward-looking statements speak only as of the date on which they are made, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Nonetheless, the Company reserves the right to make such updates from time to time by press release, periodic report or other method of public disclosure without the need for specific reference to this Report. No such update shall be deemed to indicate that other statements not addressed by such update is incorrect or create an obligation to provide any other updates.

 


ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS

 

The following discussion and analysis of the results of our operations and financial condition for the six months and three months ended December 31, 2017September 30, 2019 and 20162018 should be read in conjunction with our unaudited condensed consolidated financial statements, and the notes to those unaudited condensed consolidated financial statements that are included elsewhere in this Report and our annual report on Form 10-K for the twelve months ended June 30, 20172019 and 2016,2018, including the consolidated financial statements and notes thereto. All monetary figures are presented in U.S. dollars, unless otherwise indicated.

Forward-Looking Statements

 

The statements in this discussion that are not historical facts are “forward-looking statements.”statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and are subject to the “safe harbor” created by those sections The words “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” “continue,” the negative forms thereof, or similar expressions, are intended to identify forward-looking statements, although not all forward-looking statements are identified by those words or expressions. Forward-looking statements by their nature involve substantial risks and uncertainties, certain of which are beyond our control. Actual results, performance or achievements may differ materially from those expressed or implied by forward-looking statements depending on a variety of important factors, including, but not limited to, weather, local, regional, national and global Luobuma and herbal medicines price fluctuations, availability of financing and interest rates, competition, changes in, or failure to comply with, government regulations, costs, uncertainties and other effects of legal and other administrative proceedings, and other risks and uncertainties. . Actual results and the timing of the events may differ materially from those contained in these forward looking statements due to many factors, including those discussed in the “Forward-Looking Statements” set forth elsewhere in this quarterly report on Form 10-Q. We are not undertaking to update or revise any forward-looking statement, whether as a result of new information, future events or circumstances or otherwise.

 

Business Overview and Corporate Structure

Shineco, Inc. (the “Company”, “we”, “us” and “our”) was incorporated in the State of Delaware on August 20, 1997. On December 30, 2004, the Company acquired all of the issued and outstanding shares of Beijing Tenet-Jove Technological Development Co., Ltd. (“Tenet-Jove”), a PRC company, in exchange for our restricted shares of common stock. Consequently, Tenet-Jove became our 100% owned subsidiary and its operating business became that of the Company. Tenet-Jove was incorporated on December 15, 2003 under the laws of China and was officially granted the status of a Wholly Foreign-Owned Entity (“WFOE”) by Chinese authorities on July 14, 2006. This transaction was accounted for as a recapitalization. Tenet-Jove owns a 90% interest of Tianjin Tenet Huatai Technological Development Co., Ltd. (“Tenet Huatai”).

 

On December 31, 2008, June 11, 2011 and May 24, 2012, Tenet-Jove entered into a series of contractual agreements including an Executive Business Cooperation Agreement, a Timely Reporting Agreement, an Equity Interest Pledge Agreement and Executive Option Agreement (collectively, the “VIE Agreements”), with each one of the following entities, Ankang Longevity Pharmaceutical (Group) Co., Ltd. (“Ankang Longevity Group”), Yantai Zhisheng International Freight Forwarding Co., Ltd. (“Zhisheng Freight”), Yantai Zhisheng International Trade Co., Ltd. (“Zhisheng Trade”), Yantai Mouping District Zhisheng Agricultural Produce Cooperative (“Zhisheng Agricultural”) and Qingdao Zhihesheng Agricultural Produce Services., Ltd. (“Qingdao Zhihesheng”).

On February 24, 2014, Tenet-Jove entered into the same series of contractual agreements with Shineco Zhisheng (Beijing) Bio-Technology Co., Ltd. (“Zhisheng Bio-Tech”), which was incorporated in 2014.

Zhisheng Bio-Tech, Zhisheng Freight, Zhisheng Trade, Zhisheng Agricultural, and Qingdao Zhihesheng are collectively referred to herein as the “Zhisheng Group.”  Zhisheng Agricultural has not had any significant business activities and thus we have deregistered it in 2017. We have transferred all assets, rights and liabilities to an affiliated entity, Zhisheng Freight. 


Pursuant to the VIE Agreements, Tenet-Jove has the exclusive right to provide to each of the Zhisheng Group entities and Ankang Longevity Group consulting services related to their business operations and management. All these contractual agreements obligate Tenet-Jove to absorb a majority of the risk of loss from each of the Zhisheng Group entities and Ankang Longevity Group’s activities and entitle Tenet-Jove to receive a majority of their residual returns. In essence, Tenet-Jove has gained effective control over each of the Zhisheng Group and Ankang Longevity Group. Based on these contractual arrangements, the Zhisheng Group and Ankang Longevity Group are treated as Variable Interest Entities (“VIEs”) under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 810 “Consolidation”. Accordingly, the accounts of each of the Zhisheng Group entities and Ankang Longevity Group are consolidated with those of Tenet-Jove. Ankang Longevity Group has several subsidiaries. We carry out all of our business in China through our PRC subsidiaries, our VIEs and their subsidiaries.

 

1

On April 19, 2017, Tenet-Jove established Xinjiang Tiankunrunze Biological Engineering Co., Ltd. (“Tiankunrunze”) with registered capital of RMB 50.0 million ($(US$ 7,262,000) and ownedowns 65% interest of Tiankunrunze. On April 28, 2017, Tiankunrunze established Xinjiang Tianzhuo Technology Development Co., Ltd. (“Tianzhuo”) with registered capital of RMB 10.0 million ($(US$ 1,450,233). On May 22, 2017, Tiankunrunze established Xinjiang Tianhuihechuang Agriculture Development Co., Ltd. (“Tianhuihechuang”) with registered capital of RMB 10.0 million ($(US$ 1,452,294). On May 23, 2017, Tiankunrunze established Xinjiang Tianxintongye Biotechnology Development Co., Ltd. (“Tianxintongye”) with registered capital of RMB 10.0 million ($(US$ 1,451,615). Tiankunrunze is a subsidiary of Tenet-Jove, andTherefore, Tenet-Jove controls Tianzhuo, TianhuihechuangTiankunrunze and Tianxintongye via Tiankunrunze.its wholly owned subsidiaries.

 

On May 2, 2017, the Company entered into a Strategic Cooperation Agreement with Beijing Zhongke Biorefinery Engineering Technology Co., Ltd. (“Biorefinery”), a leading high-tech biomass refining company financially backed by the Chinese Academy of Sciences Institute of Process Engineering, to establish the Institute of Chinese Apocynum Industrial Technology Research (“ICAITR”). Pursuant to the Strategic Cooperation Agreement the two parties agreed to establish the ICAITR, the Company and each willBiorefinery own 80% and 20%  of the equity interests of ICAITR, respectively. Shineco will investinvested RMB 5.0 million ($(US$ 737,745) as the registered capital, and Biorefinery will invest a technology such as the patent for “Steam Explosion Degumming” as well as other resources..

2

 

On September 21, 2017, the Company, through its wholly owned subsidiary Tenet-Jove, entered into a Strategic Cooperation Agreement (the “Agreement”) with Mr. Jianjun Wang, who is experienced in apocynum planting, manufacturing and knowledgeable in apocynum market and administration procedures with relevant authorities in apocynum industry in China, to establish an Apocynum Industrial Park in Xinjiang, China. Pursuant to the Agreement entered into on September 21, 2017, both parties have agreed to establish a new company, namely, Xinjiang Shineco Taihe Agriculture Technology Ltd. (“Xinjiang Taihe”) to hold and operate the Apocynum Industrial Park, with a total investment of RMB 50 million (approximately $7.57 million USD)US$ 7.57 million), of which the Company will invest RMB 47.5 million and Mr. Wang will invest RMB 2.5 million. Upon the closing of the Agreement, Shineco will ownowns 95% of the equity interest of Xinjiang Taihe.

 

On September 30, 2017, Tenet-Jove established Xinjiang Shineco Taihe Agriculture Technology Ltd. (“Xinjiang Taihe”) with registered capital of RMB 10.0 million ($(US$ 1,502,650). On September 30, 2017, Tenet-Jove established Xinjiang Tianyi Runze Bioengineering Co., Ltd. (“Runze”) with registered capital of RMB 10.0 million ($(US$ 1,502,650). Xinjiang Taihe and Runze became wholly-owned subsidiaries of Tenet-Jove.

On October 27, 2017, the Company, through its subsidiary Tianjin Tajite E-Commerce Co., Ltd. (“Tianjin Tajite”), obtained contractual rights to distribute branded products of Daiso Industries Co., Ltd. (“Daiso”), a large franchise of 100-yen shops founded in Japan, via JD.com (“JD”), the largest e-commerce company and largest retailer in China. On November 3, 2017, the Company further developed the cooperation with Daiso by entering into a supply and purchase agreement (the “Daiso Agreement”) for the purpose of establishing a continuous supply and sale of Daiso’s products in China. Pursuant to the Daiso Agreement, the Company shall purchase Daiso Products in the amount of approximate RMB 20 million no later than April 30, 2018 and add orders as circumstance requires. The term of the Daiso Agreement is for one year, and it renews for an additional one-year at the end of each term unless terminated by written notice by either Tianjin Tajite or Daiso.

On November 1, 2017, the Company established an Apocynum Industrial Park in Xinjiang, China.

 

On December 10, 2016, Tenet-Jove entered into a purchase agreement with Tianjin Tajite, an online e-commerce company based in Tianjin, China, specializing in distributing Luobuma related products and branded products of Daiso 100-yen shops, pursuant to which Tenet-Jove would acquire a 51% equity interest in Tianjin Tajite E-Commerce Co., Ltd. (“Tianjin Tajite”), a professional e-commerce company distributing Luobuma fabric commodities and branded products of Daiso 100-yen shops, based in Tianjin, China, for cash consideration of RMB 14,000,000 (approximately $2.1US$ 2.1 million). On December 25, 2016, the Company paid the full amount as the deposit to secure the deal. In May, 2017, the Company amended the agreement that requiresrequired Tianjin Tajite to satisfy certain preconditions related to product introductions into China. On October 26, 2017, the Company completed the acquisition for 51% of the equity interest in Tianjin Tajite.


On October 27, 2017, the Company, through its subsidiary Tianjin Tajite E-Commerce Co., Ltd. (“Tianjin Tajite”), obtained contractual rights to distribute branded products of Daiso Industries Co., Ltd. (“Daiso”), a large franchise of 100-yen shops founded in Japan, via JD.com (“JD”), one of the largest e-commerce companies and one of the largest retailers in China. On November 3, 2017, the Company further developed the cooperation with Daiso by entering into a supply and purchase agreement (the “Daiso Agreement”) for the purpose of establishing a continuous supply and sale of Daiso’s products in China. Pursuant to the Daiso Agreement, the Company planned to purchase Daiso Products in the amount of approximately RMB 20 million by August, 2018 and add orders as circumstance requires. The term of the Daiso Agreement is for one year , and it renews for an additional one-year at the end of each term unless terminated by written notice by either Tianjin Tajite or Daiso. Due to the policy of China Customs, many of the bestselling products of Daiso are not allowed to be imported through the general form of trade model, but only through cross-border e-commence business model. As a result, the Company and Daiso agreed to suspend the cooperation temporarily and waits for the opening of the China-Japan-South Korea Free Trade Zone.

On November 1, 2017, the Company established the Apocynum Industrial Park in Xinjiang, China.

We ceased the business operation of Tenet-Jove Xuzhou branch in November 2017.

On March 13, 2019, Tenet-Jove established Beijing Tenjove Newhemp Biotechnology Co., Ltd. (“TNB”) with registered capital of RMB 10.0 million (US$ 1,502,650). TNB became wholly-owned subsidiaries of the Company. 

We ceased the business operation of Tiankunrunze and its wholly owned subsidiaries in July 2019. 

On August 22, 2019, Tenet-Jove established Shineco Zhong Hemp Group Co., Ltd. (“Zhong Hemp”) with registered capital of RMB 200.0 million (US$ 28,237,022) and owns 60% interest of Zhong Hemp.

 

The Company, through its subsidiary, Xinjiang Taihe has entered into a definitive Share Exchange and Acquisition Agreement (the “Xinjiang Tiansheng Agreement”) with Western Xinjiang Tiansheng Agricultural Development Co., Ltd ("(“Xinjiang Tiansheng"Tiansheng”). Pursuant to the Xinjiang Tiansheng Agreement, Xinjiang Taihe will receive 51% equity ownership in Xinjiang Tiansheng for further investment in apocynum business expansion in Xinjiang, China, in exchange for a combination of 14% equity ownership in Xinjiang Taihe and cash payments in three separate installments (the “Acquisition Consideration”). The first installment in the amount of RMB 810,000 (approximately US$ 117,933) was paid to Xinjiang Tiansheng (the “Xinjiang Tiansheng Deposit”). The Acquisition Consideration in the aggregate is valued at RMB 23.8 million (approximately US$ 3.5 million) contingent upon certain milestones in the next years. The Company and Xinjiang Tiansheng terminated the Xinjiang Tiansheng Agreement on July 10, 2018 and Xinjiang Tiansheng returned the full Xinjiang Tiansheng Deposit following such termination by the end of July 2018. 

 

Currently, we have three main business segments: (i) Tenet-Jove is engaged in thedeveloping, manufacturing and selling of Bluish Dogbane and related products, also known in Chinese as “Luobuma,” including therapeutic clothing and textile products made from Luobuma;Luobuma, as well as purchasing Luoboma raw materials processing; (ii) Zhisheng Group is engaged in the business of planting, processing and distributing of green agricultural produce as well as providing domestic and international logistic services for agricultural products (“Agricultural Products”); and, (iii) Ankang Longevity manufactures traditional Chinese medicinal herbal products as well as other retail pharmaceutical products. These different business activities and products can potentially be integrated and benefit from one another.

Financing Activities

On January 23, 2018, the Company entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with IFG OPPORTUNITY FUND LLC (“IFG Fund”) whereby, the Company had  the right, from time to time in its sole discretion during the 24-month term of the Purchase Agreement, to direct IFG Fund to purchase up to a total of US$  15,000,000 of shares of Common Stock and other.an additional 200,000 shares of Common Stock (the “Commitment Shares”) as consideration for IFG to enter into the Purchase Agreement. The Company and IFG Fund, on January 23, 2018, entered into a Registration Rights Agreement for certain registration rights in connection with the Purchase Agreement (the “Registration Rights Agreement”). The IFG Fund offering was made pursuant to a prospectus supplement dated and filed with the Securities and Exchange Commission (“SEC”) on January 26, 2018 (the “Prospectus Supplement”) and an accompanying prospectus dated November 21, 2017, under the Company’s shelf registration statement on Form S-3 declared effective by the SEC on December 19, 2017 (File No. 333-221711) (the “Registration Statement”). On January 23, 2018, the Company issued the Commitment Shares to IFG Fund. On July 3, 2018, the Company and IFG Fund entered into a termination agreement, dated July 3, 2018 (the “Termination Agreement”) effective as of July 3, 2018, to terminate the Purchase Agreement and the Registration Rights Agreement. IFG retained the 200,000 commitment shares which were valued at US$ 434,000 and written off during the three months ended September 30, 2018.


On September 27, 2018, the Company entered into a securities purchase agreement with selected investors whereby the Company agreed to sell up to 1,637,700 of common stock at a purchase price of US$ 1 per share, for gross proceeds to the Company of approximately US$ 1,637,700 (the “2018 Offering”). After deducting the offering cost, the net proceeds the Company received was US$ 1,589,892. The 2018 Offering closed on September 28, 2018. The 2018 Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-221711) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder.

On May 8, 2019, TNB, filed with the United States Securities and Exchange Commission a Notice of Exempt Offering of Securities on Form D regarding an offering (“Offering”) of tokens that Tenet-Jove plans to raise up to US$ 20,000,000 in the Offering, and up to an additional US$ 20,000,000 in an offering under Regulation S of the Securities Act. Tenet-Jove intends to use the net proceeds from sales of the tokens to develop land and facilities for cultivating industrial hemp in China under a newly formed wholly owned subsidiary (the “Operations”). The tokens represent shares of preferred stock of Tenet-Jove. On an annual basis, Tenet-Jove will distribute to token holders the greater of (A) 5% of the total amount of proceeds raised by Tenet-Jove in the offerings, or (B) 40% of net profits generated from the Operations. The Company will guarantee Tenet-Jove’s obligations to distribute such amount. Token holders shall also have the option to convert the tokens into shares of common stock of the Company. As the date of this report, the Offering of tokens is in process, and none of the tokens has been sold. 

On September 5, 2019, the Company entered into a securities purchase agreement with select investors whereby the Company agreed to sell, and the investors agreed to purchase, up to 2,798,792 shares of common stock (the “Shares”) at a purchase price of US$ 0.52 per Share. The net proceeds that the Company received was US$ 1,500,203. The offering is being made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-221711) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder. 

 

Factors Affecting Financial Performance

 

We believe that the following factors will affect our financial performance:

 

Increasing demand for our products - The increasing demand for our Chinese medicinal herbal products and our agricultural products will have a positive impact on our financial position. We plan to develop new products and expand our distribution network as well as to grow our business through possible mergers and acquisitions of similar or synergetic businesses, all aimed at increasing awareness of our brand, developing customer loyalty, meeting customer demands in various markets and providing solid foundations for our continuous growth. As of the date of this Report however, we do not have any agreements, undertakings or understandings to acquire any such entities and there can be no guarantee that we ever will.

 

3

Expansion of our sources of supply, production capacity and sales network -To meet the increasing demand for our products, we need to expand our sources of supply and production capacity. We plan to make capital improvements in our existing production facilities which would improve both their efficiency and capacity. In the short-run, we intend to increase our investment in our reliable supply network, personnel training, information technology applications and logistic system upgrades. We also participate in two non-equity investment opportunities through a VIE, both of which we expect to provide us with new networks and platforms.

 

Maintaining effective control of our costs and expenses -Successful cost control depends upon our ability to obtain and maintain adequate material supplies as required by our operations at competitive prices. We will focus on improving our long-term cost control strategies including establishing long-term alliances with certain suppliers to ensure adequate supply is maintained. We will carry forward the economies of scale and advantages from our nationwide distribution network and diversified offerings. Moreover, we will step up our efforts in higher value added products of Luobuma by using an exclusive and patented technology, to optimize quality management, procurement processes and cost control, and give full play to the strong production capacity and trustworthy sales teams to maximize our profit and bring better long-term return for our shareholders.

  

Economic and Political Risks

 

Our operations are conducted primarily in the PRC. Accordingly, our business, financial conditions and results may be influenced by the political, economic and legal environment in the PRC, and by the general state of the PRC economy.

 

Our operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks with, among others, the political, economic and legal environment and foreign currency exchange. Our Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti-inflationary measures, currency conversions, remittances abroad, and rates and methods of taxation, among other things.

 

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Critical Accounting Policies and Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period. Critical accounting policies are those accounting policies that may be material due to the levels of subjectivity and judgment necessary to account for highly uncertain matters or the susceptibility of such matters to change, and that have a material impact on financial condition or operating performance. While we base our estimates and judgments on our experience and on various other factors that we believe to be reasonable under the circumstances, actual results may differ from these estimates under different assumptions or conditions. We believe the following critical accounting policies used in the preparation of our unaudited condensed consolidated financial statements require significant judgments and estimates. For additional information relating to these and other accounting policies, see Note 2 to our unaudited condensed consolidated financial statements included elsewhere in this Report.

 

Consolidation of Variable Interest Entities

 

In accordance with accounting standards regarding consolidation of VIEs, VIEs are generally entities that lack sufficient equity to finance their activities without additional financial support from other parties or whose equity holders lack adequate decision-makingdecision making ability. All VIEs and their subsidiaries with which the Company is involved must be evaluated to determine the primary beneficiary of the risks and rewards of the VIE. The primary beneficiary is required to consolidate the VIE for financial reporting purposes.

 

Use of Estimates

 

The preparation of the consolidated financial statements in conformity with U.S.US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements as well as the reported amounts of revenue and expenses during the reporting period.periods. Significant estimates required to be made by management include, but are not limited to, useful lives of property, plant, and equipment, and intangible assets, the recoverability of long-lived assets and the valuation of accounts receivable, accrued expenses anddeferred taxes payable and inventory reserves. Actual results could differ from those estimates.

4

 

Accounts Receivable

 

Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as necessary. The Company reviews the accounts receivable on a periodic basis and makes general and specific allowances when there is doubt as to the collectability of individual balances. In evaluating the collectability of individual receivable balances, the Company considers many factors, including the age of the balance, the customers’ historical payment history, their current credit-worthiness and current economic trends. The fair value of long-term receivables is determined using a present value technique by discounting the future expected contractual cash flows using current rates at which similar instruments would be issued at the measurement date. As of September 30, 2019 and June 30, 2019, the allowance for doubtful accounts was US$ 4,577,770 and US$ 4,323,141, respectively. Accounts are written off against the allowance after efforts at collection prove unsuccessful.

 

Inventories

 

Inventories, which are stated at the lower of cost or current marketnet realizable value, consist of raw materials, work-in-progress, and finished goods related to the Company’s products. Cost is determined using the first in first out (“FIFO”) method. Market value is the lower of replacement cost or net realizable value. Agricultural products that the Company farms are recorded at cost, which includes direct costs such as seed selection, fertilizer, labor cost and contract fees that are spent in growing agricultural products on the leased farmland, and indirect costs which include amortization of prepayments of farmland leases and farmland development cost.costs. All the costs are accumulated until the time of harvest and then allocated to the harvested crops costs when they are sold. The Company periodically evaluates its inventory and records an inventory reserve for certain inventories that may not be saleable or whose cost exceeds market prices.net realizable value. 

 

5

34

 

 

Revenue Recognition

 

The Company recognizespreviously recognized revenue from sales of Luobuma products, Chinese medicinal herbal products and agricultural products, as well as providing logistic serviceservices and other processing services to external customers. The Company recognizesrecognized revenue when all of the following have occurred: (i) there iswas persuasive evidence of an arrangement with a customer,customer; (ii) delivery hashad occurred or services havehad been rendered,rendered; (iii) the sales price iswas fixed or determinable,determinable; and (iv) the Company’s collection of such fees iswas reasonably assured. These criteria, as related to the Company’s revenue, arewere considered to have been met as follows:

 

Sales of products: theThe Company recognizesrecognized revenue from the sale of products when the goods arewere delivered and title to the goods passespassed to the customer provided that there arewere no uncertainties regarding customer acceptance; persuasive evidence of an arrangement exists;existed; the sales price iswas fixed or determinable; and collectability iswas deemed probable.

 

Revenue from the rendering of services: Revenue from international freight forwarding, domestic air and overland freight forwarding services iswas recognized upon the performance of services as stipulated in the underlying contract or when commodities arewere being released from the customer’s warehouse; the service price iswas fixed or determinable; and collectability iswas deemed probable.

With the adoption of ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when all of the following five steps are met: (i) identify the contract(s) with the customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations; (v) recognize revenue when (or as) each performance obligation is satisfied. The Company adopted the new revenue standard beginning July 1, 2018, and adopted a modified retrospective approach upon adoption. The Company believes that its previous revenue recognition policies are generally consistent with the new revenue recognition standards set forth in ASC 606. Potential adjustments to input measures are not expected to be pervasive to the majority of the Company's contracts. There is no significant impact upon adoption of the new guidance.

 

Fair Value of Financial Instruments

 

The Company follows the provisions of ASC 820, “Fair Value Measurements and Disclosures.” ASC 820 clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

 

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

 

Level 2 applies to assets or liabilities for which there are inputs, other than quoted prices in level, that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

 

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assetsasset or liabilities.liability.

 

The carrying value of financial instruments included in current assets and liabilities approximate their fair values because of the short-term nature of these instruments.

 


Results of Operations for the SixThree Months Ended December 31, 2017September 30, 2019 and 20162018

 

Overview

 

The following table summarizes our results of operations for the sixthree months ended December 31, 2017September 30, 2019 and 2016:2018:

 

  

Six Months Ended

December 31,

  Variance 
  2017  2016  Amount  % 
Revenue $21,941,696  $17,589,730  $4,351,966   24.74%
Cost of revenue  15,035,549   11,721,270   3,314,279   28.28%
Gross profit  6,906,147   5,868,460   1,037,687   17.68%
General and administrative expenses  1,863,924   1,398,341   465,583   33.30%
Selling expenses  845,219   882,354   (37,135)  (4.21)%
Income from operations  4,197,004   3,587,765   609,239   16.98%
Income from equity method investments  350,652   401,768   (51,116)  (12.72)%
Purchase rebate income  779,935   592,628   187,307   31.61%
Other income  139,975   159,308   (19,333)  (12.14)%
Interest income (expense)  (31,324)  40,538   (71,862)  (177.27)%
Income before income tax provision  5,436,242   4,782,007   654,235   13.68%
Provision for income taxes  595,035   505,387   89,648   17.74%
Net income $4,841,207  $4,276,620  $564,587   13.20%
Comprehensive income attributable to Shineco Inc. $7,839,593  $1,726,004  $6,113,589   354.20%

6

  Three Months Ended
September 30,
  Variance 
  2019  2018  Amount  % 
Revenue $7,046,781  $7,589,081  $(542,300)  (7.15)%
Cost of revenue  5,406,886   5,478,154   (71,268)  (1.30)%
Gross profit  1,639,895   2,110,927   (471,032)  (22.31)%
General and administrative expenses  3,354,643   1,527,186   1,827,457   119.66%
Selling expenses  121,886   197,335   (75,449)  (38.23)%
Income from operations  (1,836,634)  386,406   (2,223,040)  (575.31)%
Income from equity method investments  69,899   143,135   (73,236)  (51.17)%
Purchase rebate income  -   292,439   (292,439)  (100.00)%
Other income  ((9,754)  52,569   (62,323)  (118.55)%
Interest expense, net  (3,126)  (7,774)  4,648   (59.79)%
Income before income tax provision  (1,779,615)  866,775   (2,646,390)  (305.31)%
Provision for income taxes  (4,783)  218,783   (223,566)  (102.19)%
Net income $(1,774,832) $647,992  $(2,422,824)  (373.90)%
Comprehensive income (loss) attributable to Shineco Inc. $(4,609,009) $(1,987,712) $(2,621,297)  131.88%

 

Revenue

 

Currently, we have three revenue streams derived from our three major business segments. First, developing, manufacturing and distributing specialized fabrics, textiles and other by-products derived from an indigenous Chinese plant Apocynum Venetum, known in Chinese as “Luobuma” or “Bluish Dogbane;”Dogbane”, as well as Luoboma raw materials processing, this segment is channeled through our wholly owned subsidiary, Tenet-Jove. Second, processing and distributing traditional Chinese medicinal herbal products as well as other pharmaceutical products; this segment is conducted via our VIE, Ankang Longevity Group and its subsidiaries. Third, planting, processing and distributing green and organic agricultural produce as well as growing and cultivation of yew trees; this segment is conducted through our VIEs, the Zhisheng Group.

 

The following table sets forth the breakdown of our revenue for each of our three segments, for the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, respectively:

 

  Six Months Ended December 31,  Variance 
  2017  %  2016  %  Amount  % 
Sales of Luobuma products $4,934,073   22.49% $1,647,959   9.37% $3,286,114   199.41%
Sales of Chinese medicinal herbal products  6,928,139   31.58%  6,676,290   37.96%  251,849   3.77%
Sales of other agricultural products  10,079,484   45.93%  9,265,481   52.67%  814,003   8.79%
Total Amount $21,941,696   100.00% $17,589,730   100.00% $4,351,966   24.74%
  Three Months Ended September 30,  Variance 
  2019  %  2018  %  Amount  % 
Luobuma products $65,519   2.12% $166,185   2.19% $(100,666)  (60.57)%
Chinese medicinal herbal products  3,300,321   43.91%  3,298,323   43.46%  1,998   0.06%
Other agricultural products  3,680,941   53.97%  4,124,573   54.35%  (443,632)  (10.76)%
Total Amount $7,046,781   100.00% $7,589,081   100.00% $(542,300)  (7.15)%

 


For the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, revenue from sales of Luobuma products was $4,934,073US$ 65,519 and $1,647,959,US$ 166,185, respectively, which represented an increasea decrease of $3,286,114US$ 100,666 or 199.41%60.57%. The significant increasedecrease of revenue from this segment was mainly due to the decrease in revenue generated byfrom Tenet-Jove of US$ 81,617. Since the beginning of the year, we did not launch new products, and we mainly focused on clearing off our old stocks, as a new subsidiary, Xinjiang Taihe, of $2,934,428 forresult, sales decreased during the sixthree months ended December 31, 2017. Moreover,September 30, 2019 as compared to the increasesame period of revenue from this segment was due to increased sales volume of our health awareness related products. The Company also enhanced online sales promotions during the six months ended December 31, 2017, which contributed to more sales revenue overall.2018. 

 

For the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, revenue from sales of Chinese medicinal herbal products was $6,928,139US$ 3,300,321 and $6,676,290,US$ 3,298,323, respectively, representing a slight increase of $251,849US$ 1,998 or 3.77%0.06%. The increase was mainly due to more fulfilled sales orders from customers forof Chinese medicinal herbal products were comparatively stable during the sixthree months ended December 31, 2017 thanSeptember 30, 2019 as compared to the same period in 2016.2018.

 

For the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, revenue from sales of other agricultural products was $10,079,484US$ 3,680,941 and $9,265,481,US$ 4,124,573, respectively, representing an increasea decrease of $814,003US$ 443,632 or 8.79%10.76%. The increasedecrease was mainly due to the increasedecrease in sales volume of yew trees sincefor the public realizedthree months ended September 30, 2019 as compared to the air purification functionsame period in 2018. The growth of our yew trees was impacted by the unfavorable local weather, and it took longer than usual for our yew trees.tree to mature. As a result, we sold less yew trees during the three months ended September 30, 2019.

 

Cost of Revenue and related tax

 

The following table sets forth the breakdown of the Company’s cost of revenue for each of our three segments, for the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, respectively:

 

  Six Months Ended December 31,  Variance 
  2017  %  2016  %  Amount  % 
Sales of Luobuma products $2,449,556   16.29% $808,338   6.90% $1,641,218   203.04%
Sales of Chinese medicinal herbal products  5,330,648   35.45%  4,915,064   41.93%  415,584   8.46%
Sales of other agricultural products  7,214,008   47.99%  5,963,904   50.88%  1,250,104   20.96%
Business and sales related tax  41,337   0.27%  33,964   0.29%  7,373   21.71%
Total Amount $15,035,549   100.00% $11,721,270   100.00% $3,314,279   28.28%
  Three Months Ended September 30,  Variance 
  2019  %  2018  %  Amount  % 
Luobuma products $231,381   4.28% $53,595   0.98% $177,786   331.72%
Chinese medicinal herbal products  2,589,930   47.90%  2,564,506   46.81%  25,424   0.99%
Other agricultural products  2,573,112   47.59%  2,846,363   51.96%  (273,251  (9.60)%
Business and sales related tax  12,463   0.23%  13,690   0.25%  (1,227)  (8.96)%
Total Amount $5,406,886   100.00% $5,478,154   100.00% $(71,268)  (1.30)%

 

For the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, cost of revenue from sales of our Luobuma products was $2,449,556US$ 231,381 and $808,338,US$ 53,595, respectively, representing an increase of US$ 177,786 or 331.72%. The increase was mainly due to the increased allowance we accrued for our slow-moving inventories amounted to US$ 176,203 during the three months ended September 30, 2019.

For the three months ended September 30, 2019 and 2018, cost of revenue from sales of Chinese medicinal herbal products was US$ 2,589,930 and US$ 2,564,506, respectively, representing a significantslight increase of $1,641,218US$ 25,424 or 203.04%0.99%. The percentage of increase in cost of revenue was proportional to the percentage of the increase in sales.

 

For the sixthree months ended December 31, 2017September 30, 2019 and 2016, cost of revenue from sales of Chinese medicinal herbal products was $5,330,648 and $4,915,064, respectively, representing an increase of $415,584 or 8.46%. The increase was mainly due to increased sales orders for the six months ended December 31, 2017 compared to the same period in 2016. The percentage of the increase in cost of revenue was higher than the increase in sales during this period, primarily due to the higher raw material and labor costs we incurred in the six months ended December 31, 2017 as compared with those in the corresponding period in 2016.

7

For the six months ended December 31, 2017 and 2016,2018, cost of revenue from sales of other agricultural products was $7,214,008US$ 2,573,112 and $5,963,904,US$ 2,846,363, respectively, representing an increasea decrease of $1,250,104US$ 273,251 or 20.96%9.60%. The increasedecrease was mainly due to the increase in freight cost ofwe sold less yew trees since we sold more yew trees infor the sixthree months ended December 31, 2017,September 30, 2019, as compared to the same period in 2016. Additionally, beginning2018. The percentage of decrease in the first quarter of fiscal year 2017, we started offering storage services, which has higher cost of revenue.revenue was proportional to the percentage of the decrease in sales.

 

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Gross Profit

 

The following table sets forth the breakdown of the Company’s gross profit for each of our three segments, for the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, respectively:

 

  Six Months Ended December 31,  Variance 
  2017  %  2016  %  Amount   %   
Sales of Luobuma products $2,471,088   35.78% $831,149   14.16% $1,639,939   197.31%
Sales of Chinese medicinal herbal products  1,569,583   22.73%  1,735,734   29.58%  (166,151)  (9.57)%
Sales of other agricultural products  2,865,476   41.49%  3,301,577   56.26%  (436,101)  (13.21)%
Total Amount $6,906,147   100.00% $5,868,460   100.00% $1,037,687   17.68%
  Three Months Ended September 30,  Variance 
  2019  %  2018  %  Amount  % 
Luobuma products $(165,985)  (10.12)% $111,756   5.29% $(277,741)  (248.52)%
Chinese medicinal herbal products  700,917   42.74%  724,057   34.30%  (23,140)  (3.20)%
Other agricultural products  1,104,963   67.38%  1,275,114   60.41%  (170,151)  (13.34)%
Total Amount $1,639,895   100.00% $2,110,927   100.00% $(471,032)  (22.31)%

 

Gross profit from Luobuma product sales increaseddecreased by $1,639,939US$ 277,741 and gross profit contribution percentage increaseddecreased by 197.31%248.52% for the sixthree months ended December 31, 2017September 30, 2019 as compared to the same period of 2016. The increase in 2018. During the three months ended September 30, 2019, our negative gross profit was primarilyUS$ 165,985, it was mainly due to an increasethe increased allowance we accrued for our slow-moving inventories amounted to US$ 176,203. In addition, in order to reduce our old stocks, we sold some of our products below their original costs during the three months ended September 30, 2019.

Gross profit from sales resulting from revenues generatedof Chinese medicinal herbal products decreased slightly by US$ 23,140 or 3.20% for the new subsidiary Xinjiang Taihe,three months ended September 30, 2019 as mentioned above.compared to the same period in 2018. The percentage of the increasevariance in gross profit was proportional to the percentage of the increasevariance in salesrevenue due to the stable gross margin of our products.

 

Gross profit from sales of Chinese medicinal herbalother agricultural products decreased by $166,151US$ 170,151 or 9.57%13.34% for the sixthree months ended December 31, 2017September 30, 2019 as compared to the same period in 2018. As mentioned above, the decrease was mainly due to the decrease in sales volume of 2016. The decrease mainly resulted from higher raw material and labor costs we incurred inyew trees for the sixthree months ended December 31, 2017 as compared with those in the corresponding period in 2016.

Gross profit from sales of other agricultural products decreased by $436,101 or 13.21% for the six months ended December 31, 2017September 30, 2019 as compared to the same period in 2018. The percentage of 2016. The decreasethe variance in gross profit was mainlyproportional to the percentage of the variance in revenue due to that we started new storage services with lowerthe stable gross margin in the first quarter of fiscal year 2017, as compared to our traditional freight services provided in 2016.products.

 

Expenses

 

The following table sets forth the breakdown of our operating expenses for the sixthree months ended December 31, 2017September 30, 2019 and 2016,2018, respectively:

 

 Six Months Ended December 31,  Variance  Three Months Ended September 30,  Variance 
 2017  %  2016  %  Amount  %  2019  %  2018  %  Amount  % 
General and administrative expenses $1,863,924   68.80% $1,398,341   61.31% $465,583   33.30% $3,354,643   96.49% $1,527,186   88.56% $1,827,457   119.66%
Selling expenses  845,219   31.20%  882,354   38.69%  (37,135)  (4.21)%  121,886   3.51%  197,335   11.44%  (75,449)  (38.23)%
Total Amount $2,709,143   100.00% $2,280,695   100.00% $428,448   18.79% $3,476,529   100.00% $1,724,521   100.00% $1,752,008   101.59%

General and Administrative Expenses

 

For the sixthree months ended December 31, 2017,September 30, 2019, our general and administrative expenses were $1,863,924,US$ 3,354,643, representing an increase of $465,583US$ 1,827,457 or 33.30%119.66%, as compared to the same period of 2016. The increase was primarily due to the incorporation of new subsidiaries, Tiankunrunze, Xinjiang Taihe and Tajite in 2017.2018. The increase in general and administrative expenses was also a resultmainly due to an increase in bad debt expense of US$ 1,121,216, an increase in staff salary due to issuance of restricted shares to the management as compensation of US$ 1,022,661, as well as an increased professional service fees, such as attorney’s fees, consulting feesgeneral and auditing fees.administrative expenses of US$ 130,259 for our newly established entity TNB. The increase was partially offset by the decreased offering cost write-off of US$ 434,000. The US$ 434,000 was the valuation of the Commitment Shares retained by IFG Fund upon termination of the Purchase Agreement and Registration Rights Agreement in the three months ended September 30, 2018.

 


Selling Expenses

 

For the sixthree months ended December 31, 2017,September 30, 2019, our selling and distribution expenses were $845,219,US$ 121,886, representing a decrease of $37,135,US$ 75,449, or 4.21%38.23%, as compared to the same period of 2016.in 2018. The decrease was primarilymainly due to decreased rent expensethe decrease in advertising expenses of warehouses, salary expenses, and service feesTenet-Jove of e-commerce websites, partially offset by increased promotion expensesUS$ 59,095 as less advertising activities were carried out during the sixthree months ended December 31, 2017September 30, 2019 as compared to the same period of 2016.2018.

8

 

Income from Equity Method Investments

  

We are 49% participantsowners in two equity investment companies with Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”): Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Retail Chain Co., Ltd. (“Sunsimiao Drugstores”), and Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (“Shaanxi Longevity Pharmacy”). We recorded net income of $350,652US$ 69,899 and $401,768US$ 143,135 from these equity method investments for the sixfor the three months ended December 31, 2017September 30, 2019 and 2016,2018, respectively. The decrease in net income was primarily due to lower net profit in the two 49% equity investment companies in the current period.

 

We invested RMB 14.5 million (approximately $2.2 million) into Tiancang Systematic Warehousing project (“Tiancang Project”) operated by Zhen’Ai Network. The Tiancang Project is currently operational. For the six months ended December 31, 2017 and 2016, we did not record investment income from Zhen’Ai Network.

On November 21, 2016, the Company entered into an agreement with Original Lab Inc., a California corporation (the “Investee”), pursuant to which the Company made a payment of $200,000 to Original Lab in exchange for the right to acquire certain shares of its common stock and preferred stock. For the six months ended December 31, 2017, the Company did not record investment income from this investment.

Purchase Rebate Income

We are party to a supplemental agreement with Shaanxi Pharmaceutical Group. According to the supplemental agreement, the participants in the 49% equity investment companies established by Shaanxi Pharmaceutical Group and Ankang Longevity Group are required to purchase certain raw materials and drug products exclusively from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed to compensate Ankang Longevity Group with a purchase rebate of 7% of the total purchases made from Shaanxi Pharmaceutical Group. For the six months ended December 31, 2017, total income of $779,935 was recognized by Ankang Longevity Group from this supplemental agreement, compared to $592,628 in the same period in 2016 due to the increase in purchases in the current period.

Interest Income (Expense), net

For the six months ended December 31, 2017, our net interest expense was $31,324 as compared to interest income of $40,538 in the same period of 2016. The decrease in net interest income was primarily due to decreased interest income on the loan to Xinyang Yifangyuan Garden Technology Co., Ltd. (“Xinyang Yifangyuan”). Xinyang Yifangyuan paid off the loan of RMB 3,000,000 in December, 2016. Interest income of nil and $87,220 was recognized on the loans for the six months ended December 31, 2017 and 2016, respectively.

Provision for Income Taxes

For the six months ended December 31, 2017 and 2016, the Company’s provision for income taxes increased by $89,648 or 17.74 % to $595,035 for the six months ended December 31, 2017 from $505,387 for the six months ended December 31, 2016. The increase in the Company’s provision for income taxes was primarily due to increased taxable income of Tenet-Jove and Ankang Longevity Group for the period indicated.

Net Income

Our net income increased by $564,587 or 13.20% for the six months ended December 31, 2017 as compared to the same period of 2016. The increase in net income was primarily a result of the increase in gross profit, partially offset by the increase in general and administrative expenses.

Comprehensive Income

The comprehensive income was $7,871,988 for the six months ended December 31, 2017, an increase of $6,109,543 from comprehensive income of $1,762,445 for the six months ended December 31, 2016. After deduction of non-controlling interest, the comprehensive income attributable to the Company was $7,839,593 for the six months ended December 31, 2017, compared to comprehensive income of $1,726,004 for the six months ended December 31, 2016. The reason of the significant increase of comprehensive income was due to the increase in both net income as mentioned above and other comprehensive income due to the increase in the recorded gains of foreign currency translation where the financial statements denominated in RMB were translated to the USD denomination.

9

Results of Operations for the Three Months Ended December 31, 2017 and 2016

Overview

The following table summarizes our results of operations for the three months ended December 31, 2017 and 2016:

  

Three Months Ended

December 31,

  Variance 
  2017  2016  Amount  % 
Revenue $14,132,202  $11,223,066  $2,909,136   25.92%
Cost of revenue  9,314,425   7,269,553   2,044,872   28.13%
Gross profit  4,817,777   3,953,513   864,264   21.86%
General and administrative expenses  1,028,373   924,577   103,796   11.23%
Selling expenses  550,283   502,036   48,247   9.61%
Income from operations  3,239,121   2,526,900   712,221   28.19%
Income from equity method investments  202,194   240,586   (38,392)  (15.96)%
Purchase rebate income  411,132   352,638   58,494   16.59%
Other income  54,356   73,407   (19,051)  (25.95)%
Interest income (expense)  (12,139)  7,785   (19,924)  (255.93)%
Income before income tax provision  3,894,664   3,201,316   693,348   21.66%
Provision for income taxes  312,178   303,751   8,427   2.77%
Net income $3,582,486  $2,897,565  $684,921   23.64%
Comprehensive income attributable to Shineco Inc. $5,134,315  $570,256  $4,564,059   800.35%

Revenue

The following table sets forth the breakdown of our revenue for each of our three segments, for the three months ended December 31, 2017 and 2016, respectively:

  Three Months Ended December 31,  Variance 
  2017  %  2016  %  Amount  % 
Sales of Luobuma products $3,887,776   27.51% $910,498   8.11% $2,977,278   326.99%
Sales of Chinese medicinal herbal products  3,662,246   25.91%  3,495,919   31.15%  166,327   4.76%
Sales of other agricultural products  6,582,180   46.58%  6,816,649   60.74%  (234,469)  (3.44)%
Total Amount $14,132,202   100.00% $11,223,066   100.00% $2,909,136   25.92%

For the three months ended December 31, 2017 and 2016, revenue from sales of Luobuma products was $3,887,776 and $910,498, respectively, which represented an increase of $2,977,278 or 326.99%. The increase of revenue from this segment was due to establishment of new subsidiary, Xinjiang Taihe, which generated revenue of $2,934,428 for the three months ended December 31, 2017, respectively.

For the three months ended December 31, 2017 and 2016, revenue from sales of Chinese medicinal herbal products was $3,662,246 and $3,495,919, respectively, representing a slight increase of $166,327 or 4.76%. The increase was mainly due to more fulfilled sales orders from customers for the three months ended December 31, 2017 than the same period in 2016.

For the three months ended December 31, 2017 and 2016, revenue from sales of other agricultural products was $6,582,180 and $6,816,649, respectively, representing a decrease of $234,469 or 3.44%. During the three months ended December 31, 2017, sales of other agricultural products were mainly derived from sales of yew trees and our storage services. Our customers would rather sell more inventories than keep them in storage during year-end thus decreased our revenue of storage services. This decrease was partially offset by the increased sales of yew trees.

10

Cost of Revenue

The following table sets forth the breakdown of the Company’s cost of revenue for each of our three segments, for the three months ended December 31, 2017 and 2016, respectively:

  Three Months Ended December 31,  Variance 
  2017  %  2016  %  Amount  % 
Sales of Luobuma products $1,868,265   20.06% $441,118   6.07% $1,427,147   323.53%
Sales of Chinese medicinal herbal products  2,745,585   29.48%  2,477,351   34.08%  268,234   10.83%
Sales of other agricultural products  4,674,851   50.18%  4,332,665   59.60%  342,186   7.90%
Business and sales related tax  25,724   0.28%  18,419   0.25%  7,305   39.66%
Total Amount $9,314,425   100.00% $7,269,553   100.00% $2,044,872   28.13%

For the three months ended December 31, 2017 and 2016, cost of revenue from sales of our Luobuma products was $1,868,265 and $441,118, respectively, representing an increase of $1,427,147 or 323.53%. The percentage of increase in cost of revenue was proportional to the percentage of the increase in sales.

For the three months ended December 31, 2017 and 2016, cost of revenue from sales of Chinese medicinal herbal products was $2,745,585 and $2,477,351, respectively, representing an increase of $268,234 or 10.83%. The increase was mainly due to increased sales orders for the three months ended December 31, 2017 compared to the same period in 2016. The percentage of the increase in cost of revenue was higher than the increase in sales during this period, primarily due to the higher raw material and labor costs we incurred in the three months ended December 31, 2017, as compared with those in the corresponding period in 2016.

For the three months ended December 31, 2017 and 2016, cost of revenue from sales of other agricultural products was $4,674,851 and $4,332,665, respectively, representing an increase of $342,186 or 7.90%. The increase was mainly due to the increase in freight cost of yew trees since we sold more yew trees in the three months ended December 31, 2017 as compared to the same period in 2016. Meanwhile, in the first quarter of fiscal year 2017, we started offering storage services, which has a relatively high cost of revenue as compared to the rest of cost of revenue from sales of other agricultural products.

Gross Profit

The following table sets forth the breakdown of the Company’s gross profit for each of our three segments, for the three months ended December 31, 2017 and 2016, respectively:    

  Three Months Ended December 31,  Variance 
  2017  %  2016  %  Amount   %   
Sales of Luobuma products $2,010,554   41.73% $464,512   11.75% $1,546,042   332.83%
Sales of Chinese medicinal herbal products  899,894   18.68%  1,005,017   25.42%  (105,123)  (10.46)%
Sales of other agricultural products  1,907,329   39.59%  2,483,984   62.83%  (576,655)  (23.21)%
Total Amount $4,817,777   100.00% $3,953,513   100.00% $864,264   21.86%

Gross profit from Luobuma product sales increased by $1,546,042 and gross profit contribution percentage increased by 332.83% for the three months ended December 31, 2017 as compared to the same period of 2016. The increase in gross profit was primarily due to an increase in revenues from the Company’s new subsidiary Xinjiang Taihe, as mentioned above. The percentage of the increase in gross profit was proportional to the percentage of the increase in sales due to the stable gross margin of our products.

Gross profit from sales of Chinese medicinal herbal products decreased by $105,123 or 10.46% for the three months ended December 31, 2017, as compared to the same period of 2016. The decrease mainly resulted from higher raw material and labor costs we incurred in the three months ended December 31, 2017 as compared with those in the corresponding period in 2016.

Gross profit from sales of other agricultural products decreased by $576,655 or 23.21% for the three months ended December 31, 2017, as compared to the same period of 2016. The decrease was mainly due to that we started new storage services which has a relatively lower gross margin as compared to the rest of cost of revenue from sales of other agricultural products such as our traditional freight services provided in 2016.

11

Expenses

The following table sets forth the breakdown of our operating expenses for the three months ended December 31, 2017 and 2016, respectively:

  Three Months Ended December 31,  Variance 
  2017  %  2016  %  Amount  % 
General and administrative expenses $1,028,373   65.14% $924,577   64.81% $103,796   11.23%
Selling expenses  550,283   34.86%  502,036   35.19%  48,247   9.61%
Total Amount $1,578,656   100.00% $1,426,613   100.00% $152,043   10.66%

General and Administrative Expenses

For the three months ended December 31, 2017, our general and administrative expenses were $1,028,373, representing an increase of $103,796 or 11.23%, as compared to the same period of 2016. The increase in general and administrative expenses for the three months ended December 31, 2017 compared to the same period of 2016 was primarily due to the incorporation of new subsidiaries, Tiankunrunze, Xinjiang Taihe and Tajite in 2017.

Selling Expenses

For the three months ended December 31, 2017, our selling and distribution expenses were $550,283, representing an increase of $48,247, or 9.61%, as compared to the same period of 2016. The increase was primarily due to the acquisition of a new subsidiary, Tajite, in October 2017, and increased promotion expenses, partly offset by decreased rent expense of warehouses and service fees of e-commerce websites during the three months ended December 31, 2017 compared to the same period of 2016.

Incomefrom Equity Method Investments

We are 49% participants in two equity investment companies with Shaanxi Pharmaceutical Group Pai’ang Medicine Co. Ltd. (“Shaanxi Pharmaceutical Group”): Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Retail Chain Co., Ltd. (“Sunsimiao Drugstores”), and Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (“Shaanxi Longevity Pharmacy”). We recorded net income of $202,194 and $240,586 from these equity method investments for the three months ended December 31, 2017 and 2016, respectively. The decrease in net income was primarily due to lower net profit in the two 49% equity investment in the current period.

We invested RMB 14.5 million (approximately $2.2US$ 2.2 million) into Tiancang Systematic Warehousing project (“Tiancang Project”) operated by Zhen’Ai Network. The Tiancang Project is currently operational. For the three months ended December 31, 2017September 30, 2019 and 2016,2018, we did not record investment income from Zhen’Ai Network.

On November 21, 2016, the Company entered into an agreement with Original Lab Inc., a California corporation, pursuant to which the Company made a payment of $200,000 to Original Lab in exchange for the right to acquire certain shares of its common stock and preferred stock. For the three months ended December 31, 2017, the Company did not record investment income from this investment.

 

Purchase Rebate Income

 

We are party to a supplemental agreement with Shaanxi Pharmaceutical Group. According to the supplemental agreement, the participants in the 49% equity investment companies established by Shaanxi Pharmaceutical Group and Ankang Longevity Group are required to purchase certain raw materials and drug products exclusively from Shaanxi Pharmaceutical Group. In return, Shaanxi Pharmaceutical Group has agreed to compensate Ankang Longevity Group with a purchase rebate of 7% of the total purchases made from Shaanxi Pharmaceutical Group. For the three months ended December 31, 2017, totalSeptember 30, 2019, no income of $411,132 was recognized by Ankang Longevity Group from this supplemental agreement, compared to $352,638US$ 292,439 in the same period in 20162018. The management assessed the collectability of the accounts receivable due from Shaanxi Pharmaceutical Group, and determined that the collection could not be reasonably assured. As of September 30, 2019, provision for bad debt was amounted to US$ 1,077,694. Therefore, on a prudent basis, the increasemanagement did not record any purchase rebate income during the three months ended September 30, 2019. Management will continue putting effort in purchases in the period covered by this Report.collection of overdue account receivables from Shaanxi Pharmaceutical Group.

 

Interest Income (Expense), net

 

For the three months ended December 31, 2017,September 30, 2019, our net interestother expense was $12,139US$ 9,754, representing an increase of US$ 62,323, or 118.55%, as compared to interestother income of $7,785US$ 52,569 in the same period of 2016.in 2018. The decreaseincrease in net interest incomeother expense was primarily due to decreased interest income on the loan to Xinyang Yifangyuan Garden Technology Co., Ltd. (“Xinyang Yifangyuan”). Xinyang Yifangyuan paid off the loanloss from disposal of RMB 3,000,000 in December, 2016. Interest incomeproperty and equipment of nil and $30,972 was recognized on the loans forUS$ 61,098 during the three months ended December 31, 2017September 30, 2019.

Other Income

For the three months ended September 30, 2019, our other expense was US$ 9,754, representing an increase of US$ 62,323, or 118.55%, as compared to other income of US$ 52,569 in the same period in 2018. The increase in other expense was primarily due to loss from disposal of property and 2016, respectively.equipment of US$ 61,098 during the three months ended September 30, 2019. 

12

 


Provision for Income Taxes

 

For the three months ended December 31, 2017September 30, 2019 and 2016,2018, the Company’s provision for income taxes increaseddecreased by $8,427US$ 223,566 or 2.77%102.19% to $312,178an income tax benefit of US$ 4,783 for the three months ended December 31, 2017September 30, 2019 from $303,751an income tax provision of US$ 218,783 for the three months ended December 31, 2016.September 30, 2018. The increasedecrease in the Company’s provision for income taxes was primarilymainly due to increaseddecreased taxable income of Ankang Longevity Group and increased deferred income tax benefit of Tenet-Jove and Tenet Huatai for the period indicated.three months ended September 30, 2019.

 

Net Income

 

Our net loss was US$ 1,774,832 for three months ended September 30, 2019, an increase of US$ 2,422,824 or 373.90% from net income increased by $684,921 or 23.64%of US$ 647,992 for the three months ended December 31, 2017, as compared to the same period of 2016.September 30, 2018. The increasedecrease in net income was primarily a result of the increasedecrease in gross profit partially offset byand purchase rebate income, and the increase in general and administrative expenses.expenses, offset by the decrease in provision for income taxes.

Comprehensive Income (loss)

The comprehensive incomeloss was $5,143,857US$ 4,633,369 for the three months ended December 31, 2017,September 30, 2019, an increase of $4,563,786US$ 2,624,029 from comprehensive incomeloss of $580,071US$ 2,009,340 for the three months ended December 31, 2016.September 30, 2018. After deduction of non-controlling interest, the comprehensive incomeloss attributable to the Company was $5,134,315US$ 4,609,009 for the three months ended December 31, 2017,September 30, 2019, compared to comprehensive incomeloss attributable to the Company of $570,256US$ 1,987,712 for the three months ended December 31, 2016.September 30, 2018. The reason of the significant increase of comprehensive incomeloss was due to increasesthe decrease in both net income as mentioned above and other comprehensive income due to the increase in the recorded gains of foreign currency translation where the financial statements denominated in RMB were translated to the USD denomination.above.

 

Treasury Policies

 

We have established treasury policies with the objectives of achieving effective control of treasury operations and of lowering cost of funds. Therefore, funding for all operations and foreign exchange exposure have been centrally reviewed and monitored from the top level. To manage our exposure to fluctuations in exchange rates and interest rates on specific transactions and foreign currency borrowings, currency structured instruments and other appropriate financial instruments will be used to hedge material exposure, if any.

 

Our policy precludes us from entering into any derivative contracts purely for speculative activities. Through our treasury policies, we aim to:

 

(a) Minimize interest risk

 

This is accomplished by loan re-financing and negotiation. We will continue to closely monitor the total loan portfolio and compare the loan margin spread under our existing agreements against the current borrowing interest rates under different currencies and new offers from banks.

 

(b) Minimize currency risk

 

In view of the current volatile currency market, we will closely monitor the foreign currency borrowings at the company level. As of December 31, 2017September 30, 2019 and June 30, 2017,2019, we do not engage in any foreign currency borrowings or loan contracts.

 

13

40

 

Liquidity and Capital Resources

 

We currently finance our business operations primarily through cash flows from operations and proceeds from our initial public offering, as well as from short-term loans. Our current cash primarily consists of cash on hand and cash in bank, which is unrestricted as to withdrawal and use and is deposited with banks in China.

 

On September 28, 2016, we completed the initial public offering of 1,713,190 shares of the Company’s common stock at a price of $4.50US$ 4.50 per share for gross proceeds of $7.7US$ 7.7 million and net proceeds of approximately $5.4US$ 5.4 million.

On September 27, 2018, we entered into a securities purchase agreement with selected investors whereby the Company agreed to sell up to 1,637,700 of common stock at a purchase price of US$ 1 per share, for gross proceeds of US$ 1.6 million and net proceeds of approximately US$ 1.6 million.

On September 5, 2019, we entered into a securities purchase agreement with select investors whereby the Company sold 2,798,792 shares of common stock at a purchase price of US$ 0.52 per share, for the net proceeds of approximately US$ 1.5 million.

 

Management believes that our current cash, cash flows from current and future operations, and access to loans will be sufficient to meet our working capital needs for at least the next 12 months. We intend to continue to carefully execute our growth plans and manage market risk.   risk

 

Working Capital

The following table provides the information about our working capital at December 31, 2017September 30, 2019 and June 30, 2017:2019:

 

 December 31, 2017  June 30, 2017 
      September 30,
2019
  June 30,
2019
 
Current Assets $52,033,836  $44,725,927  $58,852,207  $60,962,375 
Current Liabilities  7,759,724   5,031,048   9,997,431   10,481,756 
Working Capital $44,274,112  $39,694,879  $48,854,776  $50,480,619 

  

The working capital increaseddecreased by $4,579,233US$ 1,625,843 or 11.5% at December 31, 20173.2% as of September 30, 2019 from June 30, 2017,2019, primarily as a result of ana decrease in advances to suppliers, partially offset by the increase in cash due to better operating results during the sixthree months ended December 31, 2017.September 30, 2019. We believe that we currently have sufficient working capital to operate our business.

 

As of December 31, 2017September 30, 2019 and June 30, 2017,2019, the other major component of our working capital is accounts receivable.

The accounts receivable as of December 31, 2017September 30, 2019 were $15,068,392, an increaseUS$ 9,426,046, a decrease of approximately 4.1%2.7% from $14,480,004US$ 9,683,074 as of June 30, 2017,2019, mainly due to an increase ofthe decreased revenue receivable from Xinjiang Taihe of $1,787,674, partly offset a decrease of account receivable from Qingdao Zhihesheng of $1,273,469. In January 2017,generated during the Company entered into two accounts receivable repayment plans with two major customers, Qingdao Ship Owners Association and Shaanxi Pharmaceutical Group, who each agreed to pay RMB 2.0 million ($307,344 as of December 31, 2017) per month starting from March 2017, and the balance of accounts receivable from them as of December 31, 2016 was paid off before December 31, 2017. As date of this Report, the balance of the account receivables from these two major customers have been collected under the repayment plan. In the meanwhile, the Company continues to make sales transactions with these two customers.three months ended September 30, 2019.

 


Capital Commitments and Contingencies

Capital commitments refer to the allocation of funds for the possible purchase in the near future for fixed assets or investment. Contingency refers to a condition that arises from past transactions or events, the outcome of which will be confirmed only by the occurrence or non-occurrence of uncertain futures events.

 

As of December 31, 2017September 30, 2019 and June 30, 2017,2019, we had no material capital commitments or contingent liabilities.

 

Cash Flows

 

The following table provides detailed information about our net cash flows for the sixthree months ended December 31, 2017September 30, 2019 and 2016.2018, respectively:

 

  For the six months ended December 31, 
  2017  2016 
       
Net cash provided by (used in) operating activities $7,780,232  $(146,663)
Net cash (used in) investing activities  (488,142)  (2,784,496)
Net cash (used in) provided by financing activities  (1,465,110)  5,787,781 
Effect of exchange rate changes on cash  370,082   (1,122,302)
Net increase in cash  6,197,062   1,734,320 
Cash, beginning of period  23,154,551   22,009,374 
Cash, end of period $29,351,613  $23,743,694 
  For the three months ended
September 30,
 
  2019  2018 
Net cash (used in) provided by operating activities $2,145,875  $(496,015)
Net cash (used in) provided by  investing activities  18,780   (220,047)
Net cash provided by (used in) financing activities  1,555,631   1,593,594 
Effect of exchange rate changes on cash  (1,438,380)  (1,128,739)
Net (decrease) increase in cash  2,281,906   (251,207)
Cash, beginning of period  35,330,676   31,487,053 
Cash, end of period $37,612,582  $31,235,846 

 

Operating Activities

 

Net cash provided by operating activities during the sixthree months ended December 31, 2017September 30, 2019 was approximately $7.8US$ 2.1 million, consisting of net incomeloss of $4.8US$ 1.8 million, bad debt expenses of US$ 1.3 million, restricted shares issued for management of US$ 1.0 million, and net changes in our operating assets and liabilities, which mainly included ana decrease in advances to suppliers of US$ 3.0 million, partially offset by the increase in other payablereceivables of $1.6 million and an increase in accounts payable of $1.5US$ 0.9 million. Net cash used in operating activities during the sixthree months ended December 31, 2016September 30, 2018 was approximately $0.1US$ 0.5 million, consisting of net income of $4.3US$ 0.6 million, income fromvalue of shares issued to IFG Fund for equity, method investmentswe subsequently cancelled of $1.0US$ 0.4 million as reconciled and net changes in our operating assets and liabilities, which mainly included a decrease in accounts payable of US$ 1.7 million and an increase in accounts receivableaccount receivables of $5.6US$ 1.0 million, reductionpartially offset by an increase in inventoryadvances from customers of $2.5 million and repayment in other payables of $0.8US$ 0.3 million.

14

 

Investing Activities

 

For the sixthree months ended December 31, 2017,September 30, 2019, net cash used inprovided by investing activities was approximately $0.5 millionUS$ 18,780 as compared to net cash used in investing activities of $2.8 millionUS$ 220,047 for the same period of 2016.2018. The decreaseincrease in net cash used inprovided by investing activities was primarily due to athe proceeds from disposal of property and equipment of US$ 79,387, partially offset by the decrease in payments of deposit for business acquisition of $2.0 million and a decrease in paymentsadvance of loans to third parties of $1.0 million, partially offset by an increase in payment of construction in progress of $0.6 millionUS$ 164,501 for the sixthree months ended December 31, 2017,September 30, 2019, as compared to the same period in 2016.2018. 

 

Financing Activities

 

For the sixthree months ended December 31, 2017, net cash used in financing activities amounted to $1.5 million, as opposed toSeptember 30, 2019, net cash provided by financing activities amounted to US$ 1.6 million, primarily due to the proceeds from issuance of $5.8common stock of US$ 1.5 million, forand proceeds from short-term loans of US$ 0.3 million, partially offset by the same periodrepayment of 2016. The decreaseshort-term loans of $7.3 million inUS$ 0.3 million. For the three months ended September 30, 2018, net cash provided by financing activities wasamounted to US$ 1.6 million, primarily due to a decrease inthe proceeds from issuance of common stock of US$ 1.6 million, and proceeds from short-term loans of $1.5US$ 0.3 million, and absencepartially offset by the repayment of proceeds from our initial public offering for the six months ended December 31, 2017, since we completed our initial public offering in 2016, as compared to the same period in 2016.short-term loans of US$ 0.3 million. 

 

15

Subsequent Events

 

Management has evaluated subsequent events for recognition and disclosure through the date these financial statements were filed with the United States Securities and Exchange Commission and concluded that no subsequent event or transactions have occurred that required recognition or disclosure in our consolidated financial statements.

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

As a small reporting company, we are not required to provide the information required by this item.

 

ITEM 4. CONTROLS AND PROCEDURES

 

 (a)Evaluation of Controls and Procedures

 

We maintain disclosure controls and procedures designed to provide reasonable assurance that material information required to be disclosed by us in the reports filed or submitted under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that the information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Based on our review, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this report due to following material weaknesses:

 

·Lack of full-time U.S. GAAP personnel in the accounting department to monitor the recording of the transactions;

Lack of full-time U.S. GAAP personnel in the accounting department to monitor the recording of the transactions;

 

·Lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries.

Lack of segregation of duties for accounting personnel who prepared and reviewed the journal entries.

  

In order to address the above material weaknesses, our management plans to take the following steps:

 

·Recruiting sufficient qualified professionals with appropriate levels of knowledge and experience to assist in reviewing and resolving accounting issues in routine or complex transactions. To mitigate the reporting risks, we engaged an outside professional consulting firm to supplement our efforts to improve our internal control over financial reporting;

Recruiting sufficient qualified professionals with appropriate levels of knowledge and experience to assist in reviewing and resolving accounting issues in routine or complex transactions. To mitigate the reporting risks, we engaged an outside professional consulting firm to supplement our efforts to improve our internal control over financial reporting;

 

·Improving the communication between management, board of directors and the Chief Financial Officer; and

Improving the communication between management, board of directors and the Chief Financial Officer; and

 

·Obtaining proper approval for other significant and non-routine transactions from the Board of Directors.

Obtaining proper approval for other significant and non-routine transactions from the Board of Directors.

 

The Company believes the foregoing measures will remediate the identified material weaknesses in future periods. The Company is committed to monitoring the effectiveness of these measures and making any changes that are necessary and appropriate.

 

 (b)Changes in Internal Control over Financial Reporting

 

There have been no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during our secondfirst fiscal quarter of 2018.2019. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable assurance and may not prevent or detect misstatements. Further, because of changes in conditions, effectiveness of internal controls over financial reporting may vary over time. Our system contains self-monitoring mechanisms, and actions are taken to correct deficiencies as they are identified.

 

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PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

  

From time to time,Other than ordinary routine litigation (of which we may be subject to legal proceedings and claims in the ordinary course of business. We are not currently involved), we know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation, and there are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder, is an adverse party or has a material interest adverse to any litigationour company except as set forth below:

On May 16, 2017, Bonwick Capital Partners, LLC (“Plaintiff”) commenced a lawsuit (Case No. 1:17-cv-03681-PGG) against the outcome of which, if determined adversely to us, would individually orCompany in the aggregate be reasonably expectedUnited States District Court for the Southern District of New York. Plaintiff alleges that the Company entered into an agreement with Plaintiff (the “Agreement”), pursuant to have a material adverse effect on our business, operating results, cash flows orwhich Plaintiff was to provide the Company with financial condition.advisory services in connection with the Company’s initial public offering in the United States. Plaintiff alleges that the Company breached the Agreement and seeks money damages up to $6 million. The Company believes that these claims are without merit and intends to vigorously defend itself.

 

ITEM 1A. RISK FACTORS.

 

As a smaller reporting company, we are not required to provide the information otherwise required by this Item.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.There have been no unregistered sale of equity securities during the three months ended September 30, 2019.

On September 3, 2019, the Company entered into a securities purchase agreement with selected investors whereby the Company agreed to sell up to 2,798,792 of common stock at a purchase price of US$0.52 per share, for gross proceeds to the Company of approximately US$1,455,371 (the “2019 Offering”). After deducting the offering cost, the net proceeds the Company received was US$1,420,371. The 2019 Offering closed on September 3, 2019. The 2019 Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration Statement No. 333-221711) previously filed with the Securities and Exchange Commission and a prospectus supplement thereunder. The net proceeds of the 2019 Offering have been used for general corporate purposes, which include working capital, capital expenditures, and research and development expenditures.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.


ITEM 6. EXHIBITS

 

Exhibit
Number
 DescriptionExhibit
3.110.1 Certificate of Incorporation ofStrategic Cooperation Agreement between Shineco, Inc.(1) and Heilongjiang Harbin Beima Technology Development Co., Ltd
3.2 Amended and Restated Bylaws of Shineco, Inc.(1)
4.1Specimen Common Stock Share Certificate(2)
31.131.1* Certification pursuantof Chief Executive Officer (Principal Executive Officer) Pursuant to RuleRules 13a-14(a) orand 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuantAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
31.2
31.2* Certification pursuantof Chief Financial Officer (Principal Financial and Accounting Officer) Pursuant to RuleRules 13a-14(a) orand 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuantAdopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. *
32.1
32.1** Certification pursuantof Chief Executive Officer (Principal Executive Officer) Pursuant to 18 U.S.C. Section 1350 of Title 18, as adopted pursuantAdopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
32.2
32.2** Certification pursuantof Chief Financial Officer (Principal Financial Officer) Pursuant to 18 U.S.C. Section 1350 of Title 18, as adopted pursuantAdopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. *
   
101. INS101.INS* XBRL Instance Document *
101. SCH
101.SCH* XBRL Taxonomy Extension Schema Document *
101. CAL
101.CAL* XBRL Taxonomy Extension Calculation Linkbase Document*Document
101. DEF
101.DEF* XBRL Taxonomy Extension Definition Linkbase Document*Document
101. LAB
101.LAB* XBRL Taxonomy Extension Label Linkbase Document*Document
101. PRE
101.PRE* XBRL Taxonomy Extension Presentation Linkbase Document*Document

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* Filed herewith.

 

*(1)Incorporated by reference to the Amendment No. 1 to Registration Statement on Form S-1 filed by the Company with the Securities and Exchange Commission on July 1, 2015.Filed herewith.

 

(2)Incorporated by reference to the Amendment No. 5 to Registration Statement on Form S-1 filed by the Company with the SEC on January 27, 2016.

18

45

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 SHINECO, INC.
   
Dated: February 12, 2018November 14, 2019By:/s/ Yuying Zhang
  Yuying Zhang
  Chief Executive Officer
  (Principal Executive Officer)
   
Dated: February 12, 2018November 14, 2019By:/s/ SamSai (Sam) Wang
  SamSai (Sam) Wang
  Chief Financial Officer
  (Principal Financial and Accounting Officer)

 

46

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