UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31,September 30, 2021

OR

[  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 001-37776

SHINECO, INC.

(Exact name of registrant as specified in its charter)

Delaware52-2175898

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Room 1001, Building T5, DaZu Square,3310, North Tower, Zhengda Center,

DaxingNo. 20, Jinhe East Road, Chaoyang District Beijing

Beijing, People’s Republic of China 100176

(Address of principal executive offices) (Zip Code)

(+86) 10-87227366

(Registrant’s telephone number, including area code)

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

Title of each ClassTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.001 per shareTYHT

SISI

The NasdaqStock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [  ]

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes [X] No [  ]

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[X]Smaller reporting company[X]
Emerging growth company[X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

As of May 14,November 15, 2021, there were 4,009,2889,087,277 shares of common stock, par value $0.001 per share, outstanding.

 

 

TABLE OF CONTENTS

Page Number
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements1
Condensed Consolidated Balance Sheets (unaudited)1
Condensed Consolidated Statements of Income and Comprehensive Income (unaudited)2
Condensed Consolidated Statements of Changes in Equity (unaudited)3
Condensed Consolidated Statements of Cash Flows (unaudited)54
Notes to the Condensed Consolidated Financial Statements (unaudited)65
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2837
Item 3.Quantitative and Qualitative Disclosures About Market Risk4451
Item 4.Controls and Procedures4451
PART II. OTHER INFORMATION
��
Item 1.Legal Proceedings4552
Item 1A.Risk Factors4552
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds4552
Item 3.Defaults Upon Senior Securities4552
Item 4.Mine Safety Disclosures4552
Item 5.Other Information4552
Item 6.Exhibits4552
SIGNATURES4653

i

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SHINECO, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

 March 31, June 30,  September 30, June 30, 
 2021 2020  2021 2021 
 (Unaudited)    (Unaudited)   
ASSETS                
CURRENT ASSETS:                
Cash $25,848,597  $32,371,372  $18,230,073  $16,342,911 
Accounts receivable, net  5,087,539   11,008,485   2,350,757   2,686,671 
Due from related parties  130,407   120,939   240,788   132,398 
Inventories, net  2,363,050   1,799,876   20,355,820   1,323,391 
Advances to suppliers, net  16,743,140   13,313,946   1,446,349   7,790,126 
Other current assets  5,847,512   905,380   16,899,799   1,343,338 
Current assets held for discontinued operations  -   19,659,742 
TOTAL CURRENT ASSETS  56,020,245   59,519,998   59,523,586   49,278,577 
                
Property and equipment, net  6,058,925   9,489,484   2,370,313   2,253,944 
Land use right, net of accumulated amortization  1,263,683   1,195,943 
Investments  -   4,515,124   637,352   - 
Distribution rights  1,125,603   1,043,887   -   1,142,794 
Long-term deposit and other noncurrent assets  100,343   96,280   13,373   14,550 
Right of use assets  3,022,178   3,227,895   5,716,533   3,585,703 
Non-current assets held for discontinued operations  -   5,043,031 
TOTAL ASSETS $67,590,977  $79,088,611  $68,261,157  $61,318,599 
                
LIABILITIES AND EQUITY                
                
CURRENT LIABILITIES:                
Short-term loans $1,830,249  $2,333,894 
Accounts payable  278,633   148,209  $14,643  $76,584 
Advances from customers  6,820   6,324   7,416   7,468 
Due to related parties  1,131,376   1,355,919   4,355,733   1,159,407 
Other payables and accrued expenses  7,776,146   4,018,684   5,997,274   4,109,208 
Operating lease liabilities - current  97,560   97,633   1,083,902   434,411 
Convertible note payable  16,352,339   2,933,030 
Taxes payable  3,329,182   3,386,662   1,197,541   1,208,348 
Current liabilities held for discontinued operations  -   4,866,934 
TOTAL CURRENT LIABILITIES  14,449,966   11,347,325   29,008,848   14,795,390 
                
Income tax payable - noncurrent portion  566,022   566,022   506,441   506,441 
Operating lease liabilities - non-current  449,162   401,891   1,811,273   352,863 
Deferred tax liability  281,401   260,972   285,692   285,699 
TOTAL LIABILITIES  15,746,551   12,576,210   31,612,254   15,940,393 
                
Commitments and contingencies  -   -   -   - 
                
EQUITY:                
Common stock; par value $0.001, 100,000,000 shares authorized; 4,009,288 and 3,039,943 shares issued and outstanding at March 31, 2021 and June 30, 2020*  4,009   3,040 
Common stock; par value $0.001, 100,000,000 shares authorized; 8,856,231 and 7,881,482 shares issued and outstanding at September 30, 2021 and June 30, 2021  8,856   7,881 
Additional paid-in capital  30,037,504   27,302,051   45,316,083   41,105,806 
Subscription receivable  (6,160,203)  (8,535,203)
Statutory reserve  4,198,107   4,198,107   4,198,107   4,198,107 
Retained earnings  18,522,830   40,106,518 
Retained earnings (accumulated deficit)  (5,577,261)  8,661,071 
Accumulated other comprehensive loss  (1,451,386)  (6,283,835)  (752,440)  (731,805)
Total Stockholders’ equity of Shineco, Inc.  51,311,064   65,325,881   37,033,142   44,705,857 
Non-controlling interest  533,362   1,186,520   (384,239)  672,349 
TOTAL EQUITY  51,844,426   66,512,401   36,648,903   45,378,206 
                
TOTAL LIABILITIES AND EQUITY $67,590,977  $79,088,611  $68,261,157  $61,318,599 

* Retrospectively restated for effect of stock split on August 14, 2020.

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

1

SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF LOSS AND COMPREHENSIVE LOSSINCOME (LOSS)

(UNAUDITED)(Unaudited)

        
 For the Nine Months Ended
March 31,
 For the Three Months Ended
March 31,
  For the Three Months Ended September 30, 
 2021 2020 2021 2020  2021 2020 
              
REVENUE $9,197,101  $18,649,715  $1,990,737  $3,734,322  $629,758  $1,007,977 
                        
COST OF REVENUE                        
Cost of product and services  8,563,090   14,191,705   2,261,864   3,308,857   865,061   741,290 
Stock written off due to natural disaster  3,358,716   -   729,029   -   492,987   - 
Business and sales related tax  29,100   43,004   7,160   15,341   1,255   1,049 
Total cost of revenue  11,950,906   14,234,709   2,998,053   3,324,198   1,359,303   742,339 
                        
GROSS PROFIT (LOSS)  (2,753,805)  4,415,006   (1,007,316)  410,124   (729,545)  265,638 
                        
OPERATING EXPENSES                        
General and administrative expenses  13,625,060   9,343,435   5,016,939   3,896,478   8,573,656   1,423,310 
Selling expenses  86,870   340,681   32,525   145,526   8,342   12,646 
Impairment loss of distribution rights  1,140,551   - 
Total operating expenses  13,711,930   9,684,116   5,049,464   4,042,004   9,722,549   1,435,956 
                        
LOSS FROM OPERATIONS  (16,465,735)  (5,269,110)  (6,056,780)  (3,631,880)  (10,452,094)  (1,170,318)
                        
OTHER INCOME (EXPENSE)                        
Income (loss) from equity method investments  (3,753,280)  97,528   (1,777,551)  (43,054)
Other income (expense), net  (2,066,268)  39,084   (28,076)  627 
Interest expense, net  (30,977)  (8,250)  (452)  (7,942)
Total other income (expense)  (5,850,525)  128,362   (1,806,079)  (50,369)
Loss from equity method investment  (27,920)  - 
Other income, net  970   2,788 
Amortization of debt issuance costs  (458,978)  - 
Interest income (expenses), net  (170,199)  4,225 
Total other income (loss)  (656,127)  7,013 
                        
LOSS BEFORE PROVISION FOR INCOME TAXES  (22,316,260)  (5,140,748)  (7,862,859)  (3,682,249)
LOSS BEFORE PROVISION FOR INCOME TAXES FROM CONTINUING OPERATIONS  (11,108,221)  (1,163,305)
                        
PROVISION (BENEFIT) FOR INCOME TAXES  -   274,569   (83,106)  110,177 
PROVISION FOR INCOME TAXES  -   - 
        
NET LOSS FROM CONTINUING OPERATIONS  (11,108,221)  (1,163,305)
        
DISCONTINUED OPERATIONS:        
Income from discontinued operations, net of taxes  -   110,325 
Loss on disposal of discontinued operations  (3,135,237)  - 
Net income (loss) from discontinued operations  (3,135,237)  110,325 
                        
NET LOSS  (22,316,260)  (5,415,317)  (7,779,753)  (3,792,426)  (14,243,458)  (1,052,980)
                        
Net income (loss) attributable to non-controlling interest  (732,572)  82,530   (272,488)  25,267   (5,126)  4,530 
                        
NET LOSS ATTRIBUTABLE TO SHINECO, INC. $(21,583,688) $(5,497,847) $(7,507,265) $(3,817,693) $(14,238,332) $(1,057,510)
                        
COMPREHENSIVE LOSS                
COMPREHENSIVE INCOME (LOSS)        
Net loss $(22,316,260) $(5,415,317) $(7,779,753) $(3,792,426) $(14,243,458) $(1,052,980)
Other comprehensive income (loss): foreign currency translation income (loss)  4,911,863   (2,320,277)  (164,631)  (1,209,436)
Total comprehensive income loss  (17,404,397)  (7,735,594)  (7,944,384)  (5,001,862)
Less: comprehensive income (loss) attributable to non-controlling interest  (653,158)  47,067   (273,806)  5,280 
Other comprehensive income: foreign currency translation income  570   2,667,931 
Total comprehensive income (loss)  (14,242,888)  1,614,951 
Less: comprehensive income attributable to non-controlling interest  16,079   51,442 
                        
COMPREHENSIVE LOSS ATTRIBUTABLE TO SHINECO, INC. $(16,751,239) $(7,782,661) $(7,670,578) $(5,007,142)
COMPREHENSIVE INCOME (LOSS) ATTRIBUTABLE TO SHINECO, INC. $(14,258,967) $1,563,509 
                        
Weighted average number of shares basic and diluted*  3,372,327   2,920,086   3,184,593   3,037,048   8,314,996   3,039,943 
                        
Basic and diluted loss per common share $(6.40) $(1.88) $(2.36) $(1.26) $(1.71) $(0.35)
        
Earnings (loss) per common share        
Continuing operations - Basic and Diluted  (1.71)  (0.38)
Discontinued operations - Basic and Diluted  -   0.03 
Net loss per common share - basic and diluted  (1.71)  (0.35)

* Retrospectively restated for effect of stock split on August 14, 2020.

*Retrospectively restated for effect of stock split on August 14, 2020

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

2

SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

FOR THE NINETHREE MONTHS ENDED MARCH 31,SEPTEMBER 30, 2021 AND 2020

(UNAUDITED)

            ACCUMULATED                  RETAINED ACCUMULATED      
     ADDITIONAL      OTHER NON-           ADDITIONAL    EARNINGS OTHER NON-    
 COMMON STOCK 

PAID-IN

 STATUTORY RETAINED COMPREHENSIVE CONTROLLING  TOTAL  COMMON STOCK SUBSCRIPTION PAID-IN STATUTORY (ACCUMULATED COMPREHENSIVE CONTROLLING  TOTAL 
 SHARES*  AMOUNT  CAPITAL  RESERVE  EARNINGS  LOSS  INTEREST  EQUITY  SHARES*  AMOUNT  RECEIVABLE  CAPITAL  RESERVE  DEFICIT)  LOSS  INTEREST  EQUITY 
Balance at June 30, 2019  2,541,308  $2,541  $24,779,687  $4,198,107  $46,735,190  $(4,184,024) $1,100,613   72,632,114 
                                
Stock issuance  495,740   496   2,522,367   -   -   -   -   2,522,863 
Net income (loss) for the period  -   -   -   -   (5,497,847)  -   82,530   (5,415,317)
Foreign currency translation loss  -   -   -   -   -   (2,284,814)  (35,463)  (2,320,277)
Balance at March 31, 2020  3,037,048  $3,037  $27,302,054  $4,198,107  $41,237,343  $(6,468,838) $1,147,680  $67,419,383 
                                
Balance at June 30, 2020  3,039,943  $3,040  $27,302,051  $4,198,107  $40,106,518  $(6,283,835) $1,186,520  $66,512,401   3,039,943  $3,040  $-  $27,302,051  $4,198,107  $40,106,518  $(6,283,835) $1,186,520  $66,512,401 
                                                                    
Stock issuance  969,345   969   2,735,453   -   -   -   -   2,736,422                                     
Net income loss for the period  -   -   -   -   (21,583,688)  -   (732,572)  (22,316,260)
Issuance of common shares for convertible notes redemption                                    
Issuance of common shares for convertible notes redemption, shares                                    
Disposal of Ankang                                    
Beneficial conversion feature associated with convertible notes                                    
Net income (loss) for the period  -   -   -   -   1,857   (1,059,367)  -   4,530   (1,052,980)
Foreign currency translation gain  -   -   -   -   -   4,832,449   79,414   4,911,863   -   -   -   -   -   -   2,621,019   46,912   2,667,931 
Balance at March 31, 2021  4,009,288  $4,009  $30,037,504  $4,198,107  $18,522,830  $(1,451,386) $533,362  $51,844,426 
Balance at September 30, 2020  3,039,943  $3,040  $-  $27,302,051  $4,199,964  $39,047,151  $(3,662,816) $1,237,962  $68,127,352 
                                    
Balance at June 30, 2021  7,881,482  $7,881  $(8,535,203) $41,105,806  $4,198,107  $8,661,071  $(731,805) $672,349  $45,378,206 
                                    
Stock issuance  -   -   2,375,000   -   -   -   -   -   2,375,000 
Issuance of common shares for convertible notes redemption  974,749   975   -   3,849,025   -   -   -   -   3,850,000 
Beneficial conversion feature associated with convertible notes  -   -   -   361,252   -   -   -   -   361,252 
Disposal of Ankang  -   -   -   -   -   -   -   (1,072,667)  (1,072,667)
Net loss for the period  -   -   -   -   -   (14,238,332)  -   (5,126)  (14,243,458)
Foreign currency translation gain (loss)  -   -   -   -   -   -   (20,635)  21,205   570 
Balance at September 30, 2021  8,856,231  $8,856  $(6,160,203) $45,316,083  $4,198,107  $(5,577,261) $(752,440) $(384,239) $36,648,903 

*Retrospectively restated for effect of stock split on August 14, 2020.

* Retrospectively restated for effect of stock split on August 14, 2020.

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

3

SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITYCASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2021 AND 2020(UNAUDITED)

(UNAUDITED)

         
  For the Three Months Ended September 30, 
  2021  2020 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(14,243,458) $(1,052,980)
Net income (loss) from discontinued operations, net of tax  (3,135,237)  110,325 
Net loss from continuing operations  (11,108,221)  (1,163,305)
         
Adjustments to reconcile net loss to net cash used in operating activities:        
Depreciation and amortization  129,027   97,003 
Provision for doubtful accounts  7,354,134   771,231 
Provision for inventory reserve  134,104   13,831 
Stock written off due to natural disaster  492,987   - 
Loss from equity method investments  27,920   - 
Amortization of right of use assets  258,416   111,215 
Impairment loss on distribution rights  1,140,551   - 
Amortization of debt issuance costs  458,978   - 
Accrued interest expense for convertible notes  171,584   - 
         
Changes in operating assets and liabilities:        
Accounts receivable  (625,735)  (906,078)
Advances to suppliers  515,218   (4,739,886)
Inventories  (203,336)  (2,026,713)
Other current assets  (3,206,324)  (422,989)
Accounts payable  (61,818)  (2,433)
Advances from customers  (51)  350 
Other payables  (521,064)  1,013,492 
Operating lease liabilities  (210,376)  (7,931)
Taxes payable  (10,775)  7,380 
Net cash used in operating activities from continuing operations  (5,264,781)  (7,254,833)
Net cash used in operating activities from discontinued operations  -   (1,845,195)
Net cash used in operating activities  (5,264,781)  (9,100,028)
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisitions of property and equipment  (196,693)  - 
Investment in unconsolidated entity  (500,000)  - 
Loan receivables additions  (12,700,008)  - 
Acquisition of a VIE - Guangyuan, net of cash  112,070   - 
Disposal of a VIE - Ankang, net of cash  (12,669,913)  - 
Net cash used in investing activities from continuing operations  (25,954,544)  - 
Net cash used in investing activities from discontinued operations  -   (1,228,630)
Net cash used in investing activities  (25,954,544)  (1,228,630)
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from issuance of common stock  2,375,000   - 
Proceeds from (repayments of) advances from related parties  1,061,888   (11,429)
Proceeds from issuance of convertible notes  17,000,000   - 
Net cash provided by (used in) financing activities from continuing operations  20,436,888   (11,429)
Net cash used in financing activities from discontinued operations  -   - 
Net cash provided by (used in) financing activities  20,436,888   (11,429)
         
EFFECT OF EXCHANGE RATE CHANGE ON CASH  (11,884)  1,098,821 
         
NET DECREASE IN CASH  (10,794,321)  (9,241,266)
         
CASH - Beginning of the Period  29,024,394   32,371,372 
         
CASH - End of the period  18,230,073   23,130,106 
         
Less: cash of discontinued operations - Ended of the Period  -   7,629,477 
         
Cash of continuing operations - Ended of the Period $18,230,073  $15,500,629 
         
SUPPLEMENTAL CASH FLOW DISCLOSURES:        
Cash paid for income taxes $-  $469,853 
Cash paid for interest $-  $29,622 
         
SUPPLEMENTAL NON-CASH OPERATING ACTIVITY:        
Issuance of common shares for convertible notes redemption $3,850,000  $- 
Right-of-use assets obtained in exchange for operating lease obligations $1,267,817  $- 

                 ACCUMULATED       
        ADDITIONAL        OTHER  NON-    
  COMMON STOCK  

PAID-IN
  STATUTORY  RETAINED  COMPREHENSIVE  CONTROLLING   TOTAL 
  SHARES*  AMOUNT  CAPITAL  RESERVE  EARNINGS  LOSS  INTEREST  EQUITY 
Balance at December 31, 2019  3,037,048  $3,037  $27,302,054  $4,198,107  $45,055,036  $(5,279,389) $1,142,400  $72,421,245 
                                 
Net income (loss) for the period  -   -   -   -   (3,817,693)  -   25,267   (3,792,426)
Foreign currency translation loss  -   -   -   -   -   (1,189,449)  (19,987)  (1,209,436)
Balance at March 31, 2020  3,037,048  $3,037  $27,302,054  $4,198,107  $41,237,343  $(6,468,838) $1,147,680  $67,419,383 
                                 
Balance at December 31, 2020  3,644,843  $3,645  $28,944,533  $4,198,107  $26,030,095  $(1,288,073) $807,168  $58,695,475 
                                 
Stock issuance  364,445   364   1,092,971   -   -   -   -   1,093,335 
Net loss for the period  -   -   -   -   (7,507,265)  -   (272,488)  (7,779,753)
Foreign currency translation gain (loss)  -   -   -   -   -   (163,313)  (1,318)  (164,631)
Balance at March 31, 2021  4,009,288  $4,009  $30,037,504  $4,198,107  $18,522,830  $(1,451,386) $533,362  $51,844,426 

* Retrospectively restated for effect of stock split on August 14, 2020.

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

SHINECO, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

  For the Nine Months Ended March 31, 
  2021  2020 
       
CASH FLOWS FROM OPERATING ACTIVITIES:        
Net loss $(22,316,260) $(5,415,317)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:        
Depreciation and amortization  520,005   891,727 
Loss from disposal of property and equipment  2,154,151   60,111 
Provision for doubtful accounts  11,141,211   5,748,507 
Provision for inventory reserve  216,629   242,015 
Stock written off due to natural disaster  3,358,716   - 
Deferred tax benefit  -   (202,293)
Loss (income) from equity method investments  3,753,280   (97,528)
Amortization of right of use assets  424,638   - 
Restricted shares issued for management  -   1,022,661 
         
Changes in operating assets and liabilities:        
Accounts receivable  (2,420,160)  (1,037,487)
Advances to suppliers  (4,332,686)  3,268,646 
Inventories  (3,990,001)  209,054 
Other receivables  (3,813,081)  (767,368)
Prepaid expense and other assets  4,450   441,640 
Due from related parties  -   62,570 
Right of use assets  -   (32,376)
Accounts payable  116,677   (52,865)
Advances from customers  -   (367,705)
Other payables  3,641,524   293,804 
Operating lease liabilities  (11,513)  - 
Taxes payable  (301,821)  29,733 
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES  (11,854,241)  4,297,529 
         
CASH FLOWS FROM INVESTING ACTIVITIES:        
Acquisitions of property and equipment  -   (1,497)
Proceeds from disposal of property and equipment  1,497,675   79,414 
Proceeds from withdrawal of investments  1,027,405   - 
Repayments (advances) of loans to third parties  (1,273,024)  38,377 
NET CASH PROVIDED BY INVESTING ACTIVITIES  1,252,056   116,294 
         
CASH FLOWS FROM FINANCING ACTIVITIES:        
Proceeds from short-term loans  299,535   2,352,488 
Repayment of short-term loans  (973,489)  (2,352,488)
Repayment of other short-term loans  -   (7,129)
Proceeds from issuance of common stock  2,736,422   1,500,203 
Proceeds from (repayments of) advances from related parties  (297,510)  614,526 
NET CASH PROVIDED BY FINANCING ACTIVITIES  1,764,958   2,107,600 
         
EFFECT OF EXCHANGE RATE CHANGE ON CASH  2,314,452   (1,206,310)
         
NET INCREASE (DECREASE) IN CASH  (6,522,775)  5,315,113 
         
CASH - Beginning of the Period  32,371,372   35,330,676 
         
CASH - End of the Period $25,848,597  $40,645,789 
         
SUPPLEMENTAL CASH FLOW DISCLOSURES:        
Cash paid for income taxes $619,704  $530,299 
Cash paid for interest $88,894  $84,432 
         
SUPPLEMENTAL NON-CASH OPERATING ACTIVITY:        
Right-of-use assets obtained in exchange for operating lease obligations $-  $413,955 

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

4

NOTE 1 - ORGANIZATION AND NATURE OF OPERATIONS

 

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 (the “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%100% owned subsidiary of Shineco and was officially granted the status of a wholly foreign-owned entity by Chinese authorities on July 14, 2006. This transaction was accounted for as a recapitalization. Tenet-Jove owns 90%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 an 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 VIEs.”

Pursuant to the VIE Agreements, Tenet-Jove has the exclusive right to provide to the Zhisheng VIEs 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 VIEs 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 VIEs and Ankang Longevity Group. Therefore, the Zhisheng VIEs 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 VIEs and Ankang Longevity Group, Shineco owns 100% of Tenet-Jove. Accordingly, Shineco, Tenet-Jove, and its VIEs, the Zhisheng VIEs and Ankang Longevity Group are effectively controlled by the same majority shareholders. Therefore, Shineco, Tenet-Jove, and the VIEs of Tenet-Jove are considered under common control. The consolidation of Tenet-Jove and its VIEs into Shineco was 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 unaudited condensed consolidated financial statements.

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, with the Company and Biorefinery owning 80% and 20% of the equity interests of ICAITR, respectively. Shineco invested RMB5.0RMB5.0 million (US$737,745)737,745) as the registered capital, and Biorefinery would invest a technology patent named “Steam Explosion Degumming.”

5

On September 30, 2017, Tenet-Jove established Xinjiang Shineco Taihe Agriculture Technology Ltd. (“Xinjiang Taihe”) with registered capital of RMB10.0RMB10.0 million (US$1,502,650)1,502,650). On September 30, 2017, Tenet-Jove established Xinjiang Tianyi Runze Bioengineering Co., Ltd. (“Runze”) with registered capital of RMB10.0RMB10.0 million (US$1,502,650)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%51% equity interest in Tianjin Tajite for cash consideration of RMB14,000,000RMB14,000,000 (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 and 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, 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, 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 RMB20 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 and 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 RMB10.0RMB10.0 million (US$1,502,650)1,502,650). TNB became a wholly-owned subsidiary of Tenet-Jove.

On August 22, 2019, Tenet-Jove established Shineco Zhong Hemp Group Co., Ltd. (“Zhong Hemp”) with registered capital of RMB200.0RMB200.0 million (US$28,237,022)28,237,022) and owns 60%60% interest of Zhong Hemp.

WeThe Company ceased the business operation of Xinjiang Taihe and Runze in September 2020 and October 2020, respectively.

On June 8, 2021, Tenet-Jove entered into a Restructuring Agreement with various parties. Pursuant to the terms of the Restructuring Agreement, (i) the Company transferred all of its rights and interests in Ankang Longevity to Yushe County Guangyuan Forest Development Co., Ltd. (“Guangyuan”)’s Shareholders in exchange for the control of 100% of equity interests in Guangyuan, which composes of one group of similar identifiable assets; (ii) Tenet-Jove entered a Termination Agreement with Ankang Longevity and the Ankang Shareholders; (iii) as a consideration to the Restructuring Agreement and based on a valuation report on the equity interests of Guangyuan issued by an independent third party, Tenet-Jove relinquished all of its rights and interests in Ankang Longevity and transferred those rights and interests to the Guangyuan Shareholders; and (iv) Guangyuan and the Guangyuan Shareholders entered into a series of variable interest entity agreements with Tenet-Jove. After signing of the Restructuring Agreement, the Company and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021. Afterwards, with the completion of all other follow-ups works, on August 16, 2021, the Company, through its subsidiary Tenet-Jove, completed the previously announced acquisition pursuant to the Restructuring Agreement dated June 8, 2021.

6

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 Bluish Dogbane and related products, also known in Chinese as “Luobuma,” including therapeutic clothing and textile products made from Luobuma; 2) the Zhisheng VIEs and Guanyuan are engaged in planting, processing, and distributing green agricultural produce, as well asand the Zhisheng VIEs is also providing domestic and international logistic services for agricultural products and (“Agricultural Products”); and, 3) Ankang Longevity Group, which is reclassified as discontinued operations, 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.

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 (“U.S.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, 2020,2021, which was filed on September 28, 2020.30, 2021.

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 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.

The total carrying amount of the VIEs and their subsidiaries’ consolidated assets and liabilities and income information were as follows:

SCHEDULE OF CONSOLIDATED ASSETS AND LIABILITIES AND INCOME INFORMATION

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Current assets $52,240,926  $58,350,565  $37,788,522  $44,631,744 
Plant and equipment, net  4,679,535   8,168,594   948,396   4,698,184 
Other non-current assets  4,369,823   11,054,954   4,657,465   4,894,445 
Total assets  61,290,284   77,574,113   43,394,383   54,224,373 
Total liabilities  (7,046,069)  (6,189,172)  (8,494,849)  (7,377,886)
Net assets $54,244,215  $71,384,941  $34,899,534  $46,846,487 

 2021  2020 
 For the nine months ended
March 31,
  For the three months ended
March 31,
  

For the three months ended

September 30,

 
 2021  2020  2021  2020  2021  2020 
Net sales $9,115,071  $18,565,197  $1,971,082  $3,731,867  $616,250  $4,118,768 
Gross profit (loss) $(2,562,654) $4,620,187  $(873,783) $484,907  $(601,215) $912,428 
Loss from operations $(14,234,577) $(1,054,684) $(5,119,542) $(2,805,273) $(7,751,663) $(294,564)
Net loss $(19,443,845) $(1,323,411) $(6,591,598) $(3,030,057) $(7,743,264) $(400,077)

7

The carrying amount of the VIEs and their subsidiaries’ consolidated assets and liabilities and income information held for discontinued operations were as follows:

  

September 30,

2021

  

June 30,

2021

 
       
Current assets $-  $19,659,742 
Plant and equipment, net  -   3,683,525 
Other non-current assets  -   1,359,506 
Total assets  -   24,702,773 
Total liabilities  -   (4,866,934)
Net assets $-  $19,835,839 

  2021  2020 
  

For the three months ended

September 30,

 
  2021  2020 
Net sales $-  $3,135,406 
Gross profit $-  $642,943 
Income from operations $-  $224,532 
Net income $-  $99,561 

The carrying amount of the VIEs and their subsidiaries’ consolidated assets and liabilities and income information held for continued operations were as follows:

  

September 30,

2021

  

June 30,

2021

 
       
Current assets $37,788,522  $24,972,002 
Plant and equipment, net  948,396   1,014,659 
Other non-current assets  4,657,465   3,534,939 
Total assets  43,394,383   29,521,600 
Total liabilities  (8,494,849)  (2,510,952)
Net assets $34,899,534  $27,010,648 

  2021  2020 
  

For the three months ended

September 30,

 
  2021  2020 
Net sales $616,250  $983,362 
Gross profit (loss) $(601,215) $269,485 
Loss from operations $(7,751,663) $(519,096)
Net loss $(7,743,264) $(499,638)

Non-controlling Interests

U.S. 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 of these entities are reported separately in the unaudited condensed consolidated statements of loss and comprehensive loss.income (loss).

8
 

 

Risks and Uncertainties

The operations of the Company are located in the PRC and are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic, and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political, 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 factors and believes that it is in compliance with existing laws and regulations, there is no guarantee that the Company will continue to do so in the future.

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 U.S. 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, deferred taxes, and inventory reserves. Actual results could differ from those estimates.

Revenue Recognition

The CompanyWe previously 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 CompanyWe recognized revenue when all of the following have occurred: (i) there was persuasive evidence of an arrangement with a customer; (ii) delivery had occurred or services had been rendered; (iii) the sales price was fixed or determinable; and (iv) the Company’sour collection of such fees was reasonably assured. These criteria, as related to the Company’sour revenue, were considered to have been met as follows:

Sales of products: The Company recognized revenue from the sale of products when the goods were delivered and title to the goods passed to the customer, provided that there were no uncertainties regarding customer acceptance; persuasive evidence of an arrangement existed; the sales price was fixed or determinable; and collectability was deemed probable.

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

9

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. As of March 31,September 30, 2021 and June 30, 2020,2021, the Company had no0 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.

Accounts Receivable, Net

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 March 31,September 30, 2021 and June 30, 2020,2021, the allowance for doubtful accounts from the continuing operations was US$13,539,904 6,922,563 and US$5,235,436,5,959,887, respectively. As of September 30, 2021 and June 30, 2021, the allowance for doubtful accounts from the discontinued operations was US$ nil and US$3,675,619, respectively. Accounts are written off against the allowance after efforts at collection prove unsuccessful.

Inventories, Net

Inventories, which are stated at the lower of cost or net 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. 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 net realizable value. As of March 31,September 30, 2021 and June 30, 2020,2021, the inventory reserve from the continuing operations was US$1,429,804 1,363,496 and US$1,121,408, 1,229,158, respectively. As of September 30, 2021 and June 30, 2021, the inventory reserve from the discontinued operations were both US$ nil.

Advances to Suppliers, Net

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 March 31,September 30, 2021 and June 30, 2020,2021, the Company had an allowance for uncollectible advances to suppliers from the continuing operations of US$5,629,606 14,938,755 and US$3,342,590, 9,111,566, respectively. As of September 30, 2021 and June 30, 2021, the Company had an allowance for uncollectible advances to suppliers from the discontinued operations of US$ nil and US$1,773,698, respectively.

10
 

 

Business Acquisitions

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 12 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 it not to reassess under the new standard its 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$0.5 million, with corresponding ROU assets of US$3.6 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.

11
 

 

Property and Equipment, Net

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:

SCHEDULE OF ESTIMATED USEFUL LIVES OF PROPERTY AND EQUIPMENT

Estimated

useful lives

Buildings20-5020-50 years
Machinery equipment5-105-10 years
Motor vehicles5-105-10 years
Office equipment5-105-10 years
Farmland leasehold improvements12-1812-18 years
Leasehold improvementLesser of useful life and lease term

Land Use Rights, Net

According to 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 life of the land use rights, using the straight-line method. The useful life is 50 years, based on the term of the land use rights.

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 nine and three months ended March 31,September 30, 2021 and 2020, the Company did not0t recognize any impairment of its long-lived assets.assets from the continuing operations and the discontinued operations.

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 asset or 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.

12

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 unaudited condensed 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 did not0t have any uncertain tax positions from the continuing operations and the discontinued operations at March 31,September 30, 2021 and June 30, 2020.2021. The Company had not0t provided deferred taxes for undistributed earnings of non-U.S. subsidiaries from the continuing operations and the discontinued operations at March 31,September 30, 2021, as it is the Company’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 year 2017 and thereafter. As of March 31,September 30, 2021, the tax years ended December 31, 2016 through December 31, 2020 for the Company’s PRC subsidiaries remained open for statutory examination by PRC tax authorities.

On December 22, 2017, the “Tax Cuts and Jobs Act” (“The Act”) was enacted. Under the provisions of The Act, the U.S. corporate tax rate decreased from 35%35% to 21%21%. As the Company has a June 30 fiscal year end, the lower corporate income tax rate was phased in, resulting in a U.S. statutory federal rate of approximately 28%28% for our fiscal year ended June 30, 2018, and 21%21% for subsequent fiscal years. Additionally, 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 caused the Company to re-measure its income tax liability and record an estimated income tax expense of US$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 U.S. GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of The Act. 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).

Value-Added Tax

Sales revenue represents the invoiced value of goods, net of a value-added tax (“VAT”). Before May 1, 2018, all of the Company’s products that were sold in the PRC were subject to a Chinese value-added tax at a rate of 17% of the gross sales price. After May 1, 2018, the Company was subject a tax rate of 16%, and after April 1, 2019, the tax rate was further reduced to 13% based on the new Chinese tax law. This VAT may be offset by VAT paid by the Company 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.

13
 

Foreign Currency Translation

The Company uses the United States dollar (“U.S. dollars,” “USD,” or “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 loss.

The balance sheet amounts, with the exception of equity, at March 31,September 30, 2021 and June 30, 20202021 were translated at 1 RMB to 0.15250.1548 USD and at 1 RMB to 0.14140.1549 USD, respectively. The average translation rates applied to the income and cash flow statement amounts for the ninethree months ended March 31,September 30, 2021 and 2020 were 1 RMB to 0.14980.1545 USD and 1 RMB to 0.14260.1445 USD, respectively. The average translation rates applied

Convertible Notes Payable

In accordance with ASC 470 Debt with conversion and other option, an embedded beneficial conversion feature present in a convertible instrument shall be recognized separately at issuance by allocating a portion of the proceeds equal to the intrinsic value of that feature to additional paid-in capital. Issuance costs should be allocated proportionally to the debt host and conversion feature. Deferred financing costs will be discounted and amortized subsequently, and the fair value of the convertible notes will be assessed by an independent appraiser.

Comprehensive Income (Loss)

Comprehensive income and cash flow statement amounts for the three months ended March 31, 2021 and 2020 were 1 RMB to 0.1542 USD and 1 RMB to 0.1432 USD, respectively.

Comprehensive Loss

Comprehensive loss(loss) consists of two components, net loss 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 loss and comprehensive loss.income (loss).

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%20% and 50%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.

LossEarnings (Loss) per Share

The Company computes lossearnings (loss) 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 loss 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 is no0 anti-dilutive effect for the nine and three months ended March 31,September 30, 2021 and 2020.

14
 

The following table presents a reconciliation of basic and diluted earnings (loss) per share for the three months ended September 30, 2021 and 2020:

SCHEDULE OF RECONCILIATION OF BASIC AND DILUTED EARNINGS (LOSS) PER SHARE

  2021  2020 
  

For the three months ended

September 30,

 
  2021  2020 
Net loss from continuing operations attributable to Shineco $(14,238,332) $(1,157,071)
Net income from discontinued operations attributable to Shineco  -   99,561 
Net loss attributable to Shineco  (14,238,332)  (1,057,510)
         
Weighted average shares outstanding - basic and diluted*  8,314,996   3,039,943 
         
Net loss from continuing operations per share of common share Basic and diluted $(1.71) $(0.38)
         
Net income from discontinued operations per share of common share Basic and diluted $-  $0.03 
         
Net loss per share of common share Basic and diluted $(1.71)  (0.35)

 

Reclassifications

Certain prior year balances were reclassified to conform to the current year’s presentation with consideration of reflecting the Company’s Ankang Longevity Group as discontinued operations. None of these reclassifications had an impact on reported financial position or cash flows for any of the periods presented.

New Accounting Pronouncements

In November 2019, the FASB issued ASU No. 2019-08, Compensation - Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606). The guidance identifies, evaluates, and improves areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the information provided. The amendments in that ASU expanded the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. For entities that have adopted the amendments in Update 2018-07, the updated guidance is effective for annual periods beginning after December 15, 2019, and is applicable to the Company in fiscal 2021. Early adoption is permitted. The Company adopted this ASU on July 1, 2020 and the adoption of this ASU did not have a material impact on its financial statements.

In December 2019, the FASB issued ASU No. 2019-12, Income Taxes (Topic 740) Simplifying the Accounting for Income Taxes. The FASB is issuing this Update as part of its initiative to reduce complexity in accounting standards (the “Simplification Initiative”). The objective of the Simplification Initiative is to identify, evaluate, and improve areas of 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 specific areas of potential simplification in this ASU were submitted by stakeholders as part of the Simplification Initiative. For public business entities, the amendments in this ASU are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The Company expects thatadopted this ASU on July 1, 2021 and the adoption of this ASU willdid not have a material impact on its financial statements.

15

In March 2020, the FASB issued ASU 2020-03, Codification Improvements to Financial Instruments, (“ASU 2020-03”). ASU 2020-03 improves various financial instruments topics, including the CECL Standard. ASU 2020-03 includes seven different issues that describe the areas of improvement and the related amendments to GAAP, intended to make the standards easier to understand and apply by eliminating inconsistencies and providing clarifications. The amendments related to Issue 1, Issue 2, Issue 4, and Issue 5 were effective upon issuance of ASU 2020-03. The amendments related to Issue 3, Issue 6, and Issue 7 were effective for the Company beginning on January 1, 2020. The Company adopted this ASU on July 1, 2020 and the adoption of this ASU did not have a material impact on its financial statements.

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ASU 2020-04 provides optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform. The amendments in this standard can be applied anytime between the first quarter of 2020 and the fourth quarter of 2022. The Company is currently in the process of evaluating the impact of adoption of the new rules on the Company’s financial condition, results of operations, cash flows, and disclosures.

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

NOTE 3 – ACCOUNTS RECEIVABLE, NET

The accounts receivable, net consisted of the following:

SCHEDULE OF ACCOUNTS RECEIVABLE

  

September 30,
2021

  

June 30,
2021

 
       
Accounts receivable $9,273,320  $15,795,234 
Less: allowance for doubtful accounts  (6,922,563)  (9,635,506)
Accounts receivable, net  2,350,757   6,159,728 
Less: accounts receivable, net, held for discontinued operations  -   3,473,057 
Accounts receivable, net, held for continuing operations $2,350,757  $2,686,671 

Movement of allowance for doubtful accounts is as follows:

SCHEDULE OF MOVEMENT OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

  

September 30,
2021

  

June 30,
2021

 
       
Beginning balance $9,635,506  $5,235,436 
Charge to expense  960,937   7,556,516 
Less: cessation of subsidiaries and disposal of VIE  (3,668,403)  (3,749,735)
Foreign currency translation adjustments  (5,477)  593,289 
Ending balance $6,922,563  $9,635,506 

NOTE 34INVENTORIES, NET

The inventories, net consisted of the following:

SCHEDULE OF INVENTORIES, NET

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Raw materials $298,414  $958,206  $82,988  $208,253 
Work-in-process  1,757,429   529,655   20,401,719   1,232,787 
Finished goods  1,737,011   1,433,423   1,234,609   1,392,754 
Less: inventory reserve  (1,429,804)  (1,121,408)  

(1,363,496

)  (1,229,158)
Total inventories, net $2,363,050  $1,799,876   20,355,820   1,604,636 
Less: inventories, net, held for discontinued operations  -   281,245 
Inventories, net, held for continuing operations $20,355,820  $1,323,391 

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.

The Company wrote off inventory amounted to US$ 492,987 during the three months ended September 30, 2021, due to flood disaster caused by severe typhoon weather in autumn, which resulted in the damage and death of a large number of yew trees.

 

1516
 

NOTE 5 – ADVANCES TO SUPPLIERS, NET

The advances to suppliers, net consisted of the following:

SCHEDULE OF ADVANCES TO SUPPLIERS

  

September 30,
2021

  

June 30,
2021

 
       
Advances to suppliers $16,385,104  $19,375,738 
Less: allowance for doubtful accounts  (14,938,755)  (10,885,264)
Advance to supplier, net  1,446,349   8,490,474 
Less: advance to supplier, net, held for discontinued operations  -   700,348 
Advance to supplier, net, held for continuing operations $1,446,349  $7,790,126 

Advances to suppliers consist of mainly payments to suppliers for yew trees that have not been received.

Movement of allowance for doubtful accounts is as follows:

SCHEDULE OF MOVEMENT OF ALLOWANCE FOR DOUBTFUL ACCOUNTS ON ADVANCES TO SUPPLIERS

  

September 30,
2021

  

June 30,
2021

 
       
Beginning balance $10,885,264  $3,342,590 
Charge to expense  5,816,074   9,420,385 
Less: cessation of subsidiaries and disposal of VIE  (1,770,216)  (2,374,394)
Foreign currency translation adjustments  7,633   496,683 
Ending balance $14,938,755  $10,885,264 

NOTE 6 – OTHER CURRENT ASSETS

Other current assets include loans to third parties, deposits, advances to employees, prepaid expenses and others. During the three months ended September 30, 2021, the Company entered into a series of short-term loan agreements with the Company’s external business partners in an amount of US$12,703,315 for their working capital for six months to one year, with a maturity date of February 3, 2022, March 14, 2022 and September 18, 2022, respectively. The loans bore a fixed annual interest rate of 6.0% and 10.0%. The Company periodically reviewed the loans to third parties as to whether their carrying values remain realizable. The Company believes that the risk associated with the above loans are relatively low based on the evaluation of the creditworthiness of these third-party debtors and the relationships with them.

17

Movement of allowance for doubtful accounts is as follows:

SCHEDULE OF ALLOWANCE FOR DOUBTFUL ACCOUNTS

  September 30,
2021
  June 30,
2021
 
       
Beginning balance $635,502  $452,471 
Charge to expense  577,123   158,335 
Less: cessation of subsidiaries and disposal of VIE  -   - 
Foreign currency translation adjustments  22,488   24,696 
Ending balance $1,235,113  $635,502 

NOTE 47 - PROPERTY AND EQUIPMENT, NET

Property and equipment, net consisted of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Buildings $8,157,093  $11,525,458  $3,399,755  $8,242,357 
Machinery and equipment  927,978   860,610   28,366   688,979 
Motor vehicles  62,141   57,630   63,089   63,090 
Office equipment  249,272   231,174   174,160   243,543 
Leasehold improvement  184,888   - 
Farmland leasehold improvements  3,207,353   2,974,508   3,256,268   3,256,339 
  12,603,837   15,649,380 
Property and equipment, gross  7,106,526   12,494,308 
Less: accumulated depreciation and amortization  (6,544,912)  (6,159,896)  (4,736,213)  (6,556,839)
Total property and equipment, net $6,058,925  $9,489,484   2,370,313   5,937,469 
Less: property and equipment, net, held for discontinued operations  -   3,683,525 
Property and equipment, net held for continuing operations $2,370,313  $2,253,944 

Depreciation and amortization expense charged to the continuing operations was US$446,23681,473 and US$524,23976,990 for the ninethree months ended March 31,September 30, 2021 and 2020, respectively. Depreciation and amortization expense charged to the discontinued operations was US$135,511NaN and US$104,28175,117 for the three months ended March 31,September 30, 2021 and 2020, respectively.

Farmland leasehold improvements consisted of following:

SCHEDULE OF LEASEHOLD IMPROVEMENTS

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Blueberry farmland leasehold improvements $2,464,031  $2,285,149  $2,501,609  $2,501,664 
Yew tree planting base reconstruction  276,063   256,021   280,273   280,279 
Greenhouse renovation  467,259   433,338   474,386   474,396 
Total farmland leasehold improvements $3,207,353  $2,974,508   3,256,268   3,256,339 
Less: farmland leasehold improvement, held for discontinued operations  -   - 
Total farmland leasehold improvement, held for continuing operations $3,256,268  $3,256,339 

NOTE 58 - LAND USE RIGHTS, NET

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” to use the land. The Company has the land use right to use the land for 50 years and amortizes the rights on a straight-line basis over the period of 50 years.years.

SCHEDULE OF LAND USE RIGHTS

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Land use rights $1,696,485  $1,573,325  $-  $1,722,396 
Less: accumulated amortization  (432,802)  (377,382)  -   (448,134)
Total land use rights, net $1,263,683  $1,195,943   -   1,274,262 
Less: land use rights, net, held for discontinued operations  -   1,274,262 
Land use rights, net, held for continuing operations $-  $- 

18

For the ninethree months ended March 31,September 30, 2021 and 2020, amortization expenses from the continuing operations were both US$ nil. For the three months ended September 30, 2021 and 2020, the Company recognized amortization expenses from the discontinued operations of US$28,822nil and US$27,720,9,300, respectively. For the three months ended March 31, 2021 and 2020, the Company recognized amortization expenses of US$9,840 and US$9,293, respectively.

The estimated future amortization expenses are as follows:

12 months ending March 31:   
2022 $33,930 
2023  33,930 
2024  33,930 
2025  33,930 
2026  33,930 
Thereafter  1,094,033 
Total $1,263,683 

NOTE 69 - 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 rights were identified and valued as an intangible asset in the acquisition of Tianjin Tajite. The distribution rights, which have no expiration date, have 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 March 31,During the three months ended September 30, 2021, the management performed evaluation on the impairment of distribution rights. Due to the lower than expected revenue and profit, and unfavorable business environment, the management fully recorded an impairment loss on distribution rights were evaluated at RMB7,380,000 (US$1,125,603).of Tianjin Tajite.

NOTE 710 - INVESTMENTS

In 2013, 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 RMB6.8 RMB6.8 million (approximately US$1.0 million) for a 49%49% equity interest in a pharmacy retail company called Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Retail Chain Co., Ltd. (“Sunsimiao Drugstores”), and a 49%49% equity interest in a pharmaceutical wholesale distribution company named Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. (“Shaanxi Longevity Pharmacy”). These two entities were incorporated 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 were accounted for using the equity method because Ankang Longevity Group has significant influence, but no control of these two entities. The Company’s discontinued operations, Ankang Longevity Group recorded a loss of US$3,753,280 nil and an income of US$97,528 for the nine months ended March 31, 2021 and 2020, respectively and recorded a loss of US$1,777,551 and a loss of US$43,054 15,287 for the three months ended March 31,September 30, 2021 and 2020, respectively, from the investments, which was included in “Income (loss) from equity method investments”discontinued operations, net of taxes” in the unaudited condensed consolidated statements of loss and comprehensive loss. (See Note 11.)14) On March 5, 2021, Ankang Longevity Group entered into two equity investment transfer agreements with a third-party company to sell all of its 49%49% equity interest in Sunsimiao Drugstores and its 49%49% equity interest in Shaanxi Longevity Pharmacy for a total consideration of RMB6.86 RMB6.86 million (approximately US$1.0 million), and the full amount had been received by March 31, 2021. Upon the transfer of these two equity investments, Ankang Longevity Group recorded a loss of US$1,748,459, which was included in the investment loss for the nine and three months ended March 31, 2021 as mentioned above.

In 2013, Ankang Longevity Group entered into a supplemental agreement with Shaanxi Pharmaceutical Group. According to the supplemental agreement, 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%7% of the total purchases made from Shaanxi Pharmaceutical Group. For the nine and three months ended March 31,September 30, 2021 and 2020, no0 income was recognized by Ankang Longevity Group from this supplemental agreement in addition to its 49% share of the income from the equity investment companies.

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 RMB14.5RMB14.5 million (approximately US$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%29% of Tiancang Project’s after-tax net income annually, less 30%30% statutory reserve and a 10%10 % employee welfare fund contribution. When the amount of the accumulated statutory reserve reaches 30%30% of the total investment for the Tiancang Project, no additional appropriation to the statutory reserve is required. The Company considered it unlikely to obtain any investment income in the future, and decided tothe make a full impairment on this investment during the year ended June 30, 2020.

19

Guangyuan entered into an equity investment agreement with Shanxi Pharmaceutical Group Yushe Pharmaceutical Development Co., Ltd. (“Yushe Pharmaceutical”), a Chinese pharmaceutical enterprise to invest a total of RMB 2.0 million (approximately US$ 0.3 million) for a 20% equity interest in Yushe Pharmaceutical. The investment is accounted for using the equity method because Guangyuan has significant influence, but no control of the entity. The Company recorded a loss of US$ 4,186 for the three months ended September 30, 2021 from the investment, which was included in “Loss from equity method investment” in the unaudited condensed consolidated statements of loss and comprehensive income (loss).

On August 31, 2021, the Company entered into a capital injection agreement with the other shareholders of Shanghai Gaojing Private Fund Management (“Gaojing Private Fund”), a Chinese private fund management company, to complete the injection of a total RMB 4.8 million (approximately US$ 0.74 million) for its 32% equity interest in Gaojing Private Fund. The investment is accounted for using the equity method because the Company has significant influence, but no control of the entity. As September 30, 2021, a total of US$ 0.5 million was injected by the Company and the remaining capital contribution was injected in October 2021. The Company recorded a loss of US$ 23,734 for the three months ended September 30, 2021 from the investment, which was included in “Loss from equity method investment” in the unaudited condensed consolidated statements of loss and comprehensive income (loss).

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

SCHEDULE OF INVESTMENTS IN UNCONSOLIDATED ENTITIES

  

March 31,

2021

  

June 30,

2020

 
       
Shaanxi Pharmaceutical Holding Group Longevity Pharmacy Co., Ltd. $             -  $3,690,419 
Shaanxi Pharmaceutical Sunsimiao Drugstores Ankang Chain Co., Ltd.  -   824,705 
Total investment $-  $4,515,124 
  

September 30,

2021

  

June 30,

2021

 
       
Yushe Pharmaceutical $161,086  $- 
Gaojing Private Fund  476,266   -  
Total investment  637,352   - 
Less: investment, held for discontinued operations  -   - 
Investment, held for continuing operations $637,352  $- 

Summarized financial information of unconsolidated entities from continued operations is as follows:

SCHEDULE OF FINANCIAL INFORMATION OF UNCONSOLIDATED ENTITIES

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Current assets $               -  $38,546,879  $8,745,788  $- 
Noncurrent assets  -   324,725   441,246   - 
Current liabilities  -   29,671,104   8,488,590   - 

  

For the nine months ended

March 31,

 
  2021  2020 
       
Net sales $21,199,520  $23,490,467 
Gross profit  1,748,858   2,236,670 
Income (loss) from operations  (4,065,801)  195,147 
Net income (loss)  (4,091,472)  199,037 
  2021  2020 
  

For the three months ended

September 30,

 
  2021  2020 
       
Loss from operations $(63) $- 
Loss from operations  (94,726)  - 
Net loss  (95,098)  - 

1820
 

Summarized financial information of unconsolidated entities from discontinued operations is as follows:

SCHEDULE OF FINANCIAL INFORMATION OF UNCONSOLIDATED ENTITIES

  2021  2020 
  

For the three months ended

September 30,

 
  2021  2020 
       
Net sales $-  $7,890,100 
Gross profit  -   554,304 
Income from operations  -   24,327 
Net income  -   31,198 

NOTE 811 - LEASES

Effective July 1, 2019, the Company adopted the new lease accounting standard using the optional transition method, which allowed it 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 it to not reassess whether any existing contracts contain a lease, to not reassess historical lease classification as operating or finance leases, and to not reassess initial direct costs. The Company has not elected the practical expedient to use hindsight to determine the lease term for its leases at transition. The Company has also elected the practical expedient, allowing it 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 $3,587,788$3,587,788 and $450,123,$450,123, 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.

The Company leases offices space under non-cancelable operating leases, with terms ranging from one to six years. In addition, the Zhisheng VIEs and Guangyuan 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, fast-growing bamboo willows and scenic greening trees. The lease terms vary from five5 years to 24 years. The Company considers those renewal or termination options that are reasonably certain to be exercised in the determination of the lease term and initial measurement of ROU assets and lease liabilities. Lease expenses for lease payment are recognized on a straight-line basis over the lease term. Leases with initial terms of 12 months or less are not recorded on the balance sheet.

When available, the Company uses the rate implicit in the lease to discount lease payments to present value; however, most of the Company’s leases do not provide a readily determinable implicit rate. Therefore, the Company discounts lease payments based on an estimate of its incremental borrowing rate.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

21

The table below presents the operating lease related assets and liabilities from the continuing operations recorded on the balance sheets. No operating lease related assets and liabilities from the discontinued operations.

SCHEDULE OF OPERATING LEASE RELATED ASSETS AND LIABILITIES

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
ROU lease assets $3,022,178  $3,227,895  $5,716,533  $3,585,703 
                
Operating lease liabilities – current  97,560   97,633   1,083,902   434,411 
Operating lease liabilities – non-current  449,162   401,891   1,811,273   352,863 
Total operating lease liabilities $546,722  $499,524  $2,895,175  $787,274 

The weighted average remaining lease terms and discount rates for all of operating leases were as follows as of March 31,September 30, 2021 and June 30, 2020:2021:

SCHEDULE OF WEIGHTED AVERAGE REMAINING LEASE TERMS AND DISCOUNT RATES FOR OPERATING LEASES

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Remaining lease term and discount rate:                
Weighted average remaining lease term (years)  9.21   9.26   5.78   7.25 
Weighted average discount rate  5.0   5.0   5.20%  5.00% 

Rent expenses totaled US$337,128230,548 and US$307,503113,115 from the continuing operations for the ninethree months ended March 31,September 30, 2021 and 2020, respectively. Rent expenses totaledwere both US$112,171 and US$106,175nil from the discontinued operations for the three months ended March 31,September 30, 2021 and 2020, respectively.

The following is a schedule, by years, of maturities of lease liabilities as of March 31,September 30, 2021:

SCHEDULE OF MATURITIES OF LEASE LIABILITIES

Remainder of 2021 $112,118 
    
2022 343,437  $1,156,574 
2023 341,200   1,108,222 
2024 341,200   1,099,017 
2025 341,200   600,502 
2026  271,413 
Thereafter  1,603,424   1,307,577 
Total lease payments 3,082,579   5,543,305 
Less: imputed interest (60,398)  (264,546)
Less: prepayments  (2,475,459)  (2,383,584)
Present value of lease liabilities $546,722  $2,895,175 

22

NOTE 912 - SHORT-TERM LOANS

No short-terms loan was outstanding as of September 30, 2021, as the Company disposed Ankang Group on July 5, 2021.

Short-term loans consisted of the following:

SCHEDULE OF SHORT-TERM LOANS

Lender 

March 31,

2021

 

Maturity

Date

 

Int.

Rate/Year

  

June 30,

2021

 

Maturity

Date

 

Int.

Rate/Year

 
Agricultural Bank of China-a^  1,525,208  2022/2/27  5.66%  1,548,502  2022/2/27  5.66%
Agricultural Bank of China-b  305,041  2021/9/1  5.66%
Agricultural Bank of China-b#  309,700  2022/9/1  5.66%
Total short-term loans $1,830,249         1,858,202       
Less: short-term loans, held for discontinued operations  1,858,202       
Short-term loans, held for continuing operations $-       

Lender 

June 30,

2020

  

Maturity

Date

 

Int.

Rate/Year

 
Agricultural Bank of China-b* $282,896  2020-8-22  5.60%
Agricultural Bank of China-a  636,517  2020-12-23  4.65%
Agricultural Bank of China-a  1,414,481  2021-2-24  5.66%
Total short-term loans $2,333,894       

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

a.Guaranteed by a commercial credit guaranty company unrelated to the Company and also by Jiping Chen, a stockholder 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 Xiaoyan Chen but not a shareholder of Ankang Longevity Group.
*^The Company repaid the loan in full on maturity date.
^Upon the original maturity date of February 27, 2021, the Company signed twoa loan extension agreementsagreement with Agricultural Bank of China to extend the loan repayment date to February 27, 2022 with the same interest rate of 5.66%5.66% per annum.
#Upon the original maturity date of September 1, 2021, the Company signed a loan extension agreement with Agricultural Bank of China to extend the loan repayment date to September 1, 2022 with the same interest rate of 5.66% per annum.

Interest expenses from continuing operations were both US$ nil for the three months ended September 30, 2021 and 2020, respectively. The Company recorded interest expenses from discontinued operations of US$88,894nil and US$84,43229,622 for the ninethree months ended September 30, 2021 and 2020, respectively. The annual weighted average interest rates from discontinued operations were 5.36%nil and 5.03% for the nine months ended 2021 and 2020, respectively.

The Company recorded interest expenses of US$25,627 and US$26,1665.31% for the three months ended September 30, 2021 and 2020, respectively. The annual weighted average interest rates were 5.50% and 4.53% for the three months ended 2021 and 2020, respectively.

23


NOTE 13 - ACQUISITION

NOTE 10 - ACQUISITION

Acquisition of Tianjin Taijite

On December 12, 2016, the Company entered into a merger and acquisition agreement with 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 % equity interests in Tianjin Tajite.

Pursuant to the agreement, the Company made a payment of RMB14,000,000RMB14,000,000 (approximately US$2.1 million) at the end of December 2016 as the total consideration for the acquisition of Tianjin Tajite.

On October 26, 2017, the Company completed the acquisition 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 represents 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.

The excess of the purchase price over the aggregate fair value of assets acquired was allocated to goodwill which amounted to RMB14,010,195RMB14,010,195 (approximately US$2.1 million). The results of operations of Tianjin Tajite have been included in the 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 from continuing operations are as follows:

SCHEDULE OF ESTIMATED USEFUL LIVES

  

Preliminary

Fair Value

   

Weighted Average

Useful Life

(in Years)

 
Distribution rights $1,125,603   (a) 
  

Preliminary

Fair Value

  

Weighted Average

Useful Life

(in Years)

Distribution rights $1,140,551  -(a)

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

(a) TheDuring the three months ended September 30, 2021, the management performed evaluation on the impairment of distribution rights. Due to the lower than expected revenue and profit, and unfavorable business environment, the management fully recorded an impairment loss on distribution rights with no expiration date has been determined to have an indefinite life.of Tianjin Tajite.

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 $nilUS$ nil in the nine and three months ended March 31,September 30, 2021.

2124
 

Acquisition of Guangyuan

On June 8, 2021, Tenet-Jove entered into a Restructuring Agreement with various parties. Pursuant to the terms of the Restructuring Agreement, (i) the Company transferred all of its rights and interests in Ankang Longevity to Yushe County Guangyuan Forest Development Co., Ltd. (“Guangyuan”)’s Shareholders in exchange for the control of 100% of equity interests in Guangyuan, which composes of one group of similar identifiable assets; (ii) Tenet-Jove entered a Termination Agreement with Ankang Longevity and the Ankang Shareholders; (iii) as a consideration to the Restructuring Agreement and based on a valuation report on the equity interests of Guangyuan issued by an independent third party, Tenet-Jove relinquished all of its rights and interests in Ankang Longevity and transferred those rights and interests to the Guangyuan Shareholders; and (iv) Guangyuan and the Guangyuan Shareholders entered into a series of variable interest entity agreements with Tenet-Jove. After signing of the Restructuring Agreement, the Company and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021. Afterwards, with the completion of all other follow-ups works, on August 16, 2021, the Company, through its subsidiary Tenet-Jove, completed the previously announced acquisition pursuant to the Restructuring Agreement dated June 8, 2021.

The management determined that July 5, 2021 was the acquisition date of Guangyuan. The acquisition provides a unique opportunity for the Company to enter the market of planting fast-growing bamboo willows and scenic greening trees.

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.

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

SUMMARIZES THE ALLOCATION OF ESTIMATED FAIR VALUES

     
Due from related party  108,296 
Inventory  19,439,711 
Other current assets  224,522 
Right of use assets  1,164,976 
Long-term investments and other non-current assets  166,107 
Other payables and other current assets  (4,534,328)
Operating lease liabilities  (1,047,486)
Total purchase price for acquisition, net of US$ 112,070 of cash $15,521,798 

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 three months ended September 30, 2021.

The Company has included the operating results of Guangyuan in its unaudited condensed consolidated financial statements since the Acquisition Date. US$ nil in net sales and US$ 319,905 in net loss of Tianjin Guangyuan were included in the unaudited condensed consolidated financial statements for the three months ended September 30, 2021.

25

NOTE 1114 - RELATED PARTY TRANSACTIONS

Due from Related Parties

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

As of March 31,September 30, 2021 and June 30, 2020,2021, the outstanding amounts due from related parties consisted of the following:

SCHEDULE OF OUTSTANDING AMOUNTS DUE FROM RELATED PARTIES

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Yang Bin $45,756  $42,434  $46,454  $46,454 
Beijing Huiyinansheng Asset Management Co., Ltd (a.)  22,878   21,217   23,227   23,228 
Lin Baolin  108,393   - 
Wang Qiwei  61,773   57,288   62,714   62,716 
Total due from related parties $130,407  $120,939   240,788   132,398 
Less: due from related parties, held for discontinued operations  -   - 
Due from related parties, held for continuing operations $240,788  $132,398 

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

Due to Related Parties

As of March 31,September 30, 2021 and June 30, 2020,2021, the Company had related party payables of US$1,131,376 4,355,733 and US$1,355,919,1,159,407, respectively, mainly due to the principal stockholders or certain relatives of the stockholders of the Company who lentlend funds for the Company’s operations. The payables are unsecured, non-interest bearing, and due on demand.

SCHEDULE OF DUE TO RELATED PARTIES

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Wu Yang $97,690  $90,598  $99,179  $99,183 
Wang Sai  91,293   90,629   91,433   91,433 
Chen Jiping  -   3,024 
Zhou Guocong  547,974   648,308   533,656   551,314 
Li Baolin  228,781   353,619   232,270   232,275 
Zhao Min  165,638   169,741   217,093   185,202 
Zhou Shunfang  3,182,102   - 
Total due to related parties $1,131,376  $1,355,919   4,355,733   1,159,407 
Less: due to related parties, held for discontinued operations  -   - 
Due to related parties, held for continuing operations $4,355,733  $1,159,407 

Sales to Related Parties

For the nine and three months ended March 31,September 30, 2021 theand 2020, no sales to related parties or balance of accounts receivables were from continuing operations. The Company recorded sales to Shaanxi Pharmaceutical Group from the discontinued operations, a related party (see Note 7)10), of US$1,606,448 nil and US$311,249, respectively. For the nine and three months ended March 31, 2020, the Company recorded sales to Shaanxi Pharmaceutical Group, a related party, of US$2,128,575 and US$582,726,759,366, respectively. As of March 31,September 30, 2021 and June 30, 2020,2021, the balance of accounts receivable due from Shaanxi Pharmaceutical Group from discontinued operations was US$nil and US$1,567,160,551,237, respectively.

2226
 

NOTE 1215 - TAXESCONVERTIBLE NOTES PAYABLE

On June 16, 2021, the Company entered into a Securities Purchase Agreement pursuant to which the Company issued an unsecured convertible promissory note with a one-year maturity (“the Note”) to an institutional accredited investor Streeterville Capital, LLC (“Investor”). The Note has the original principal amount of US$3,170,000 and Investor gave consideration of US$3.0 million, reflecting original issue discount of US$150,000 and Investor’s legal fee of US$20,000.

On July 16, 2021, the Company entered into a Securities Purchase Agreement (the “July Agreement”) pursuant to which the Company issued two unsecured convertible promissory notes with a one-year maturity term (the “Notes”) to the same Investor. The first convertible promissory note (“Note #1”) has an original principal amount of US$3,170,000.00 and the Investor gave consideration of US$3.0 million, reflecting original issue discount of US$150,000 and Investor’s legal fee of US$20,000. The second convertible promissory note (“Note #2”) has an original principal amount of US$4,200,000.00 and Investor gave consideration of US$4.0 million, reflecting original issue discount of US$200,000.

On August 19, 2021, the Company entered into a Securities Purchase Agreement (the “Agreement”) pursuant to which the Company issued an unsecured convertible promissory note with a one-year maturity term (the “Note”) to the same Investor. The Note has an original principal amount of US$10,520,000.00 and Investor gave consideration of US$10.0 million, reflecting original issue discount of US$500,000 and Investor’s legal fee of US$20,000.

For the above-mentioned convertible promissory notes issued, interest accrues on the outstanding balance of these notes at 6% per annum. The Investor may redeem all or any part of the outstanding balance of the note, at any time after six months from the issue date upon three trading days’ notice, in cash or converting into shares of the Company’s common stock at a price equal to 80% multiplied by the lowest daily volume weighted average price (“VWAP”) during the fifteen trading days immediately preceding the applicable redemption conversion, subject to certain adjustments and ownership limitations specified in the note. Following the receipt of a redemption notice, the Company may either ratify Investor’s proposed allocation in the applicable redemption notice or elect to change the allocation by written notice to Investor within twenty-four (24) hours of its receipt of such redemption notice, so long as the sum of the cash payments and the amount of redemption conversions equal the applicable redemption amount. As the date of this report, the Company received principal in full from the Investor. The Company anticipates using the proceeds for general working capital purposes.

As of September 30, 2021, the Company received principal in full from the Investor. For the three months ended September 30, 2021, a total of $458,978in amortization of the debt discounts was recorded on the unaudited condensed consolidated statements of loss and comprehensive income (loss). As of September 30, 2021, shares of the Company’s common stock totaling 974,749 were issued by the Company to the Investor equaling principal and interests amounted to $3,850,000, and the Notes balance was $16,352,339, with a carrying value of $17,381,584, net of deferred financing costs of $1,029,245 was recorded in the accompanying unaudited condensed consolidated balance sheets.

27

NOTE 16 - 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 are governed by the Income Tax Laws of the PRC, and are currently subject to tax at a statutory rate of 25%25% on taxable income. Two VIEs 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 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 the Company to re-measure its 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 expenses (benefits) were as follows:

SCHEDULE OF COMPONENTS OF INCOME TAX EXPENSE (BENEFITS)

  For the nine months ended
March 31,
  For the three months ended
March 31,
 
  2021  2020  2021  2020 
Current income tax provision (benefit) $-  $476,862  $(83,106) $142,960 
Deferred income tax benefit  -   (202,293)  -   (32,783)
Total $-  $274,569  $(83,106) $110,177 
  2021  2020 
  

For the three months ended

September 30,

 
  2021  2020 
Current income tax provision $-  $105,297 
Deferred income tax provision  -   - 
Total income tax expenses  -   105,297 
Less: income tax expenses, held for discontinued operations  -   105,297 
Income tax expenses, held for continuing operations $-  $- 

  

March 31,

2021

  

June 30,

2020

 
Deferred tax assets:        
Allowance for doubtful accounts $1,291,461  $428,879 
Inventory reserve  326,903   252,022 
Net operating loss carry-forwards  544,267   504,754 
Total  2,162,631   1,185,655 
Valuation allowance  (2,162,631)  (1,185,655)
Total deferred tax assets  -   - 
Deferred tax liability:        
Distribution rights  (281,401)  (260,972)
Total deferred tax liability  (281,401)  (260,972)
Deferred tax liability, net $(281,401) $(260,972 

SCHEDULE OF FINANCIAL REPORTING BASIS AND TAX BASIS OF ASSETS AND LIABILITIES

  

September 30,

2021

  

June 30,

2021

 
Deferred tax assets:        
Allowance for doubtful accounts $1,115,581  $951,136 
Inventory reserve  339,892   306,308 
Net operating loss carry-forwards  552,567   552,579 
Total  2,008,040   1,810,023 
Valuation allowance  (2,008,040)  (1,810,023)
Total deferred tax assets  -   - 
Deferred tax liability:        
Distribution rights  (285,692)  (285,699)
Total deferred tax liability  (285,692)  (285,699)
Deferred tax liability, net  (285,692)  (285,699)
Less: deferred tax liability, net, held for discontinued operations  -   - 
Deferred tax liability, net, held for continuing operations $(285,692) $(285,699)

28

Movement of the valuation allowance:

SCHEDULE OF MOVEMENT OF VALUATION ALLOWANCE

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Beginning balance $1,185,655  $519,671  $1,810,023  $1,185,655 
Current year addition  884,162   680,901 
Current year/period addition  198,057   512,028 
Exchange difference  92,814   (14,917)  (40)  112,340 
Ending balance $2,162,631  $1,185,655   2,008,040   1,810,023 
Less: valuation allowance, held for discontinued operations  -   (1,362,329)
Valuation allowance, held for continuing operations $2,008,040  $447,693 


(b) Value-Added Tax

The Company is subject to a VAT for selling merchandise. The applicable VAT rate was 17% before May 1, 2018 for products sold in the PRC and decreased to 16% thereafter, and after April 1, 2019, the tax rate was further reduced to 13% based on the new Chinese tax law. 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.

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 the penalty will be expensed in the period if and when a determination is made by the tax authorities. There were no0 assessed penalties during the nine and three months ended March 31,September 30, 2021 and 2020.

(c) Taxes Payable

Taxes payable consisted of the following:

SCHEDULE OF TAXES PAYABLE

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Income tax payable $3,326,884  $3,424,043  $1,664,149  $3,376,499 
Value added tax payable  561,854   522,615   33,395   73,390 
Business tax and other taxes payable  6,466   6,026   6,438   8,573 
Total tax payable  3,895,204   3,952,684   1,703,982   3,458,462 
Less: current portion  3,329,182   3,386,662 
Less: tax payable, held for discontinued operations  -   (1,743,673)
Tax payable, held for continuing operations $1,703,982  $1,714,789 
        
Income tax payable - current portion $1,197,541  $2,952,021 
Less: income tax payable - current portion, held for discontinued operations  -   (1,743,673)
Income tax payable - current portion, held for continuing operations $1,197,541  $1,208,348 
        
Income tax payable - noncurrent portion $566,022  $566,022  $506,441  $506,441 
Less: income tax payable - noncurrent portion, held for discontinued operations  -   - 
Income tax payable - noncurrent portion, held for continuing operations $506,441  $506,441 

29

NOTE 1317 - STOCKHOLDERS’ EQUITY

Initial Public Offering

On September 28, 2016, the Company completed its initial public offering of 190,354 shares of common stock at a price of US$40.50 per share for gross proceeds of US$7.7 million and net proceeds of approximately US$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%10% of the after-tax net income determined in accordance with PRC GAAP until the reserve is equal to 50%50% of the entities’ registered capital. Appropriations to the discretionary surplus reserve are made at the discretion of the board of directors. As of March 31,September 30, 2021 and June 30, 2020,2021, the balance of the required statutory reserves was US$4,198,107 and US$4,198,107, respectively.

On September 3, 2019, the Company granted 184,763 restricted shares of common stock to its employees as compensation cost for awards. The fair value of the restricted shares was US$1,022,660 based on the closing stock price US$5.54 at September 3, 2019. These restricted shares vested immediately on 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 310,977 shares of common stock at a purchase price of US$4.68 per Share. The Company received net proceeds of US$1,500,203.1,500,203. The 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 July 10, 2020, the Company’s stockholders approved a 1-for-9 reverse stock split of the Company’s common stock, par value $0.001$0.001 per share, with a market effective date of August 14, 2020 (the “Reverse Stock Split”). As a result of the Reverse Stock Split, each nine pre-split shares of common stock outstanding automatically combined and converted to one issued and outstanding share of common stock without any action on the part of stockholders. No fractional shares of common stock were issued to any stockholders in connection with the Reverse Stock Split. Each stockholder was entitled to receive one share of common stock in lieu of the fractional share that would have resulted from the Reverse Stock Split. The number of the Company’s authorized common stock remained at 100,000,000 shares, and the par value of the common stock following the Reverse Stock Split remained at $0.001$0.001 per share. As of August 14, 2020 (immediately prior to the effective date), there were 27,333,428 shares of common stock outstanding, and the number of common stock outstanding after the Reverse Stock Split was 3,037,048, taking into account of the effect of rounding fractional shares into whole shares. As a result of the Reverse Stock Split, the Company’s shares and per share data as reflected in the unaudited condensed consolidated financial statements were retroactively restated as if the transaction occurred at the beginning of the periods presented.

On December 10, 2020, 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 604,900 shares of common stock at a purchase price of US$2.73 per share. The Company received net proceeds of US$1,643,087.1,643,087. The 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 January 27, 2021, the Company issued 364,445 shares of common stock to three investors at a price of US$3.0 per share. The Company received net proceeds of US$1,093,355.1,093,355.

On April 10, 2021, the Company issued 3,872,194 shares of common stock to selected investors at a price of US$3.2 per share. The Company received net proceeds of US$4,845,001 and US$6,160,203 was outstanding as of September 30, 2021.

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NOTE 1418 - CONCENTRATIONS AND RISKS

The Company maintains principally all bank accounts in the PRC. The cash balance held in the PRC bank accounts from the continuing operations was US$25,831,50618,226,128 and US$32,358,25216,333,102 as of March 31,September 30, 2021 and June 30, 2020,2021, respectively. The cash balance held in the PRC bank accounts from the discontinued operations was US$ nil and US$12,676,416 as of September 30, 2021 and June 30, 2021, respectively.

During the ninethree months ended March 31,September 30, 2021 and 2020, almost 100%100% of the Company’s assets were located in the PRC and 100%100% of the Company’s revenue wasrevenues were derived from its subsidiaries and VIEs located in the PRC.

For the ninethree months ended March 31,September 30, 2021, four customers accounted for approximately 17%23%, 15%23%, 14%,19% and 10%11% of the Company’s total sales from the continuing operations, respectively. At September 30, 2021, four customers accounted for approximately 70% of the Company’s accounts receivable from the continuing operations.

For the three months ended September 30, 2020, three customers accounted for approximately 29%, 24% and 22% of the Company’s total sales from the continuing operations, respectively. For the three months ended March 31, 2021, threeSeptember 30, 2020, six customers accounted for approximately 16%24%, 13%20%, 19%, 13%, 12% and 12%12% of the Company’s total sales from the discontinued operations, respectively. At March 31,

For the three months ended September 30, 2021, five customersone vendor accounted for approximately 72% of the Company’s accounts receivable.

For the nine months ended March 31, 2020, two customers accounted for approximately 14% and 11%94% of the Company’s total sales,purchases from the continuing operations, respectively.

For the three months ended September 30, 2020, one vendor accounted for approximately 98% of the Company’s total purchases from the continuing operations, respectively. For the three months ended March 31, 2020, four customers accounted for approximately 19%, 16%, 14%, and 10% of the Company’s total sales, respectively.

For the nine months ended March 31, 2021, two vendors accounted for approximately 53% and 11% of the Company’s total purchases, respectively. For the three months ended March 31, 2021, two vendors accounted for approximately 48% and 10% of the Company’s total purchases, respectively.

For the nine months ended March 31, 2020, four vendors accounted for approximately 34%, 16%, 11%, and 10% of the Company’s total purchases, respectively. For the three months ended March 31,September 30, 2020, six vendors accounted for approximately 22%26%, 21%20%, 17%16%, 15%14%, 13%,13% and 12%11% of the Company’s total purchases from the discontinued operations, respectively.

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NOTE 1519 - COMMITMENTS AND CONTINGENCIES

Legal Contingencies

On May 16, 2017, Bonwick Capital Partners, LLC (the “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 alleged that the Company entered into an agreement with the Plaintiff, pursuant to which the Plaintiff was to provide the Company with financial advisory services in connection with the Company’s initial public offering in the United States. The Plaintiff alleged that the Company breached the Agreement and seek money damages up to US$6 million. In March 2021, the Company entered into a Settlement Agreement and Release with the Plaintiff, pursuant to which the Company paid the Plaintiff a total sum of US$47,500 as settlement payment, and upon acceptance of the settlement payment from the Company, the Plaintiff waived, released, and forever discharged the Company from all past and future claims.

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NOTE 1620 - SEGMENT REPORTING

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

The Company’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’s assessment, the Company has determined that it has three3 operating segments according to its major products and locations as follows:

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, 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 Xinjiang.

Processing 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, which are reclassified as discontinued operations, 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.

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

The operating companies of this segment, the Zhisheng VIEs, are 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 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 VIEs have newly developed over 100 acres of modern greenhouses for cultivating yew trees and other plants.

The following table presents summarized information byother operating companies of this segment, Guangyuan, is engaged in the business of landscaping, afforestation, road greening, scenic greening, garden engineering, landscaping construction, and green afforestation, especially in planting fast-growing bamboo willows and scenic greening trees. The operations of this segment are located in the North regions of Mainland China, mostly carried out in Shanxi Province, where Guangyuan has developed over 350 acres of farmland for the nine months ended March 31, 2021:cultivating bamboo willows and other plants.

  For the nine months ended March 31, 2021 
  Luobuma  Herbal  Other agricultural    
  products  products  products  Total 
Segment revenue $96,477  $6,761,663  $2,338,961  $9,197,101 
Cost of revenue and related business and sales tax  287,629   5,792,488   5,870,789   11,950,906 
Gross profit (loss)  (191,152)  969,175   (3,531,828)  (2,753,805)
Gross profit (loss) %  (198.1)%  14.3%  (151.0)%  (29.9)%
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The following table presents summarized information by segment for the nine months ended March 31, 2020:

  For the nine months ended March 31, 2020 
  Luobuma  Herbal  Other agricultural    
  products  products  products  Total 
Segment revenue $144,659  $9,661,025  $8,844,031  $18,649,715 
Cost of revenue and related business and sales tax  349,840   7,353,047   6,531,822   14,234,709 
Gross profit (loss)  (205,181)  2,307,978   2,312,209   4,415,006 
Gross profit (loss) %  (141.8)%  23.9%  26.1%  23.7%

The following table presents summarized information by segment for the three months ended March 31,September 30, 2021:

SCHEDULE OF INFORMATION BY SEGMENT

  For the three months ended March 31, 2021 
�� Luobuma  Herbal  Other agricultural    
  products  products  products  Total 
Segment revenue $23,468  $1,352,938  $614,331  $1,990,737 
Cost of revenue and related business and sales tax  157,001   1,342,583   1,498,469   2,998,053 
Gross profit (loss)  (133,533)  10,355   (884,138)  (1,007,316)
Gross profit (loss) %  (569.0)%  0.8%  (143.9)%  (50.6)%
  For the three months ended September 30, 2021 
  Continuing Operations  Discontinued Operations    
  Luobuma  Other agricultural     Herbal    
  products  products  Total  products  Total 
Segment revenue $13,508  $616,250  $629,758  $-  $629,758 
Cost of revenue and related business and sales tax  141,838   1,217,465   1,359,303   -   1,359,303 
Gross loss  (128,330)  (601,215)  (729,545)  -   (729,545)
Gross loss %  (950.0)%  (97.6)%  (115.8)%  -   (115.8)%

The following table presents summarized information by segment for the three months ended March 31,September 30, 2020:

 For the three months ended September 30, 2020 
 For the three months ended March 31, 2020  Continuing Operations  Discontinued Operations    
 Luobuma Herbal Other agricultural    Luobuma Other agricultural     Herbal    
 products  products  products  Total  products  products  Total  products  Total 
Segment revenue $5,900  $2,821,425  $906,997  $3,734,322  $24,615  $983,362  $1,007,977  $3,135,406  $4,143,383 
Cost of revenue and related business and sales tax  80,683   2,125,927   1,117,588   3,324,198   28,462   713,877   742,339   2,492,463   3,234,802 
Gross profit (loss)  (74,783)  695,498   (210,591)  410,124   (3,847)  269,485   265,638   642,943   908,581 
Gross profit (loss) %  (1,267.5)%  24.7%  (23.2)%  11.0%  (15.6)%  27.4%  26.4%  20.5%  21.9%

Total assets as of March 31,September 30, 2021 and June 30, 20202021 were as follows:

 

March 31,

2021

 

June 30,

2020

  

September 30,

2021

  

June 30,

2021

 
          
Luobuma products $5,348,926  $2,836,450  $5,343,652  $3,849,675 
Other agricultural products  62,917,505   32,766,151 
Herbal products  39,467,761   43,855,815   -   24,702,773 
Other agricultural products  22,774,290   32,396,346 
Total assets $67,590,977  $79,088,611   68,261,157   61,318,599 
Less: total assets held for discontinued operations  -   (24,702,773)
Total assets, held for continuing operations $68,261,157  $36,615,826 

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NOTE 21 - DISCONTINUED OPERATIONS

On June 8, 2021, Tenet-Jove entered into a Restructuring Agreement (the “Restructuring Agreement”) with the following parties:

Ankang Longevity, a company incorporated under the laws of the People’s Republic of China (the “PRC”);
Mr. Jiping Chen, who is a minority shareholder of the Company and holds 68.7% of the equity interests in Ankang Longevity, and Ms. Xiaoyan Chen, who holds 31.3% of the equity interests in Ankang Longevity (collectively, the “Ankang Shareholders”);
Yushe County Guangyuan Forest Development Co., Ltd., a company incorporated under the laws of the PRC (“Guangyuan”); and
Mr. Baolin Li, who is a minority shareholder of the Company and holds 90% of the equity interests in Guangyuan, and Ms. Yufeng Zhang, who holds 10% of the equity interests in Guangyuan (collectively, the “Guangyuan Shareholders”).

Pursuant to the terms of the Restructuring Agreement, (i) the Company transferred all of its rights and interests in Ankang Longevity to the Guangyuan Shareholders in exchange for the control of 100% of equity interests in Guangyuan, which composes of one group of similar identifiable assets; (ii) Tenet-Jove entered a Termination Agreement with Ankang Longevity and the Ankang Shareholders; (iii) as a consideration to the Restructuring Agreement and based on a valuation report on the equity interests of Guangyuan issued by an independent third party, Tenet-Jove relinquished all of its rights and interests in Ankang Longevity and transferred those rights and interests to the Guangyuan Shareholders; and (iv) Guangyuan and the Guangyuan Shareholders entered into a series of variable interest entity agreements with Tenet-Jove.

After signing of the Restructuring Agreement, the Company and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021. Afterwards, with the completion of all other follow-ups works, on August 16, 2021, the Company, through its subsidiary Tenet-Jove, completed the previously announced acquisition pursuant to the Restructuring Agreement dated June 8, 2021. The management determined that July 5, 2021 was the disposal date of Ankang.

In accordance with ASU No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity, a disposal of a component of an entity or a group of components of an entity is required to be reported as discontinued operations if the disposal represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results when the components of an entity meets the criteria in paragraph 205-20-45-1E to be classified as held for sale. When all of the criteria to be classified as held for sale are met, including management, having the authority to approve the action, commits to a plan to sell the entity, the major current assets, other assets, current liabilities, and noncurrent liabilities shall be reported as components of total assets and liabilities separate from those balances of the continuing operations. At the same time, the results of all discontinued operations, less applicable income taxes (benefit), shall be reported as a component of net income (loss) separate from the net income (loss) of continuing operations in accordance with ASC 205-20-45. The assets and liabilities of the entities of Ankang Longevity have been reclassified as “assets of discontinued operations” and “liabilities of discontinued operations” within current and non-current assets and liabilities, respectively, on the unaudited condensed consolidated balance sheets as of September 30, 2021 and June 30, 2021. The results of operations of Ankang Longevity have been reclassified to “net income (loss) from discontinued operations” in the unaudited condensed consolidated statements of loss and comprehensive loss for the three months ended September 30, 2021 and 2020.

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The carrying amount of the major classes of assets and liabilities of discontinued operations as of September 30, 2021 and June 30, 2021 consist of the following:

SCHEDULE OF DISCONTINUED OPERATIONS

  

September,

2021

  

June 30,

2021

 
Assets of discontinued operation:        
Current assets:        
Cash $-  $12,681,483 
Accounts receivables  -   3,473,057 
Inventories, net  -   281,245 
Advances to suppliers, net  -   700,348 
Other current assets  -   2,523,609 
Total current assets of discontinued operation  -   19,659,742 
         
Property and equipment, net  -   3,683,525 
Land use right, net of accumulated amortization  -   1,274,262 
Investments  -   - 
Long-term deposit and other noncurrent assets  -   85,244 
Total assets of discontinued operation $-  $24,702,773 
         
Liabilities of discontinued operation:        
Current liabilities:        
Short-term loans $-  $1,858,202 
Accounts payable  -   46,948 
Other payables and accrued expenses  -   1,218,111 
Taxes payable  -   1,743,673 
Total liabilities of discontinued operation $-  $4,866,934 

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The summarized operating result of discontinued operations included in the Company’s consolidated statements of operations consist of the following:

  2021  2020 
  

For the three months ended

September 30,

 
  2021  2020 
       
REVENUE $-  $3,135,406 
         
COST OF REVENUE        
Cost of product and services  -   2,481,321 
Business and sales related tax  -   11,142 
Total cost of revenue  -   2,492,463 
         
GROSS PROFIT  -   642,943 
         
OPERATING EXPENSES        
General and administrative expenses  -   397,422 
Selling expenses  -   20,989 
Total operating expenses  -   418,411 
         
INCOME FROM OPERATIONS  -   224,532 
         
OTHER INCOME (EXPENSE)        
Income from equity method investments  -   15,287 
Interest expense, net  -   (24,197)
Total other loss  -   (8,910)
         
INCOME BEFORE PROVISION FOR INCOME TAXES FROM DISCONTINUED OPERATIONS  -   215,622 
         
PROVISION FOR INCOME TAXES FROM DISCONTINUED OPERATIONS  -   105,297 
         
NET INCOME FROM DISCONTINUED OPERATIONS  -   110,325 
         
Net income attributable to non-controlling interest  -   10,764 
         
NET INCOME FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO SHINECO, INC.  -   99,561 


NOTE 1722 - SUBSEQUENT EVENTS

These unaudited condensed consolidated financial statements were approved by management and available for issuance on May 14,November 15, 2021, and the Company has evaluated subsequent events through this date. No subsequent events required adjustments to or disclosure in these unaudited condensed consolidated financial statements.

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

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws. 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,” “believe,” “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;
local, regional, national, and global Luobuma and herbal medicines price fluctuations;
statements of our plans and objectives, including those that relate to our proposed expansions and the effect such expansions may have on our revenue;
statements regarding the capabilities of our business operations;
statements of expected future economic performance;
the impact of the COVID-19 outbreak;
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 Statementfor the fiscal year ended June 30, 2021 filed with the SEC on Form S-1.September 30, 2021 (the “Annal Report”). 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, we reserve 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 Quarterly 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.

The information included in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with our unaudited condensed consolidated financial statements and the notes included in this Quarterly Report, and the audited consolidated financial statements and notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended June 30, 2020, filed with the SEC on September 28, 2020.Report. All monetary figures are presented in U.S. dollars, unless otherwise indicated.

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General Overview

Shineco, Inc. is a holding company incorporated in Delaware. As a holding company with no material operations of our own, we conduct a substantial majority of our operations through our operating entities established in the People’s Republic of China, or the PRC, primarily our variable interest entities (the “VIEs”). We do not have any equity ownership of our VIEs, instead we control and receive the economic benefits of our VIEs’ business operations through certain contractual arrangements. Our common stock that currently listed on the Nasdaq Capital Markets are ashares of our Delaware holding company that usesmaintains service agreements with the associated operating companies. The Chinese regulatory authorities could disallow our structure, which could result in a material change in our operations and the value of our securities could decline or become worthless.

We use our subsidiaries’ and variable interest entities’ (“VIEs”)VIEs’ vertically and horizontally integrated production, distribution, and sales channels to provide health and well-being focused plant-based products. Our products are only sold domestically in China. We utilize modern engineering technologies and biotechnologies to produce, among other products, Chinese herbal medicines, organic agricultural produce, and specialized textiles. Our health and well-being focused plant-based products business is divided into three major segments:

Processing and distributing traditional Chinese herbal medicine products as well as other pharmaceutical products - This segment is conducted through our VIE, Ankang Longevity Pharmaceutical (Group) Co., Ltd. (“Ankang Longevity Group”), which operates 66 cooperative retail pharmacies throughout Ankang, a city in southern Shaanxi province, China, through which we sell directly to individual customers traditional Chinese medicinal products produced by us as well as by third parties. Ankang Longevity Group also owns a factory specializing in decoction, which is the process by which solid materials are heated or boiled in order to extract liquids, and distributes decoction products to wholesalers and pharmaceutical companies around China.

On June 8, 2021, Tenet-Jove entered into a Restructuring Agreement with various parties. Pursuant to the terms of the Restructuring Agreement, (i) the Company transferred all of its rights and interests in Ankang Longevity to Yushe County Guangyuan Forest Development Co., Ltd. (“Guangyuan”)’s Shareholders in exchange for the control of 100% of equity interests in Guangyuan, which composes of one group of similar identifiable assets; (ii) Tenet-Jove entered a Termination Agreement with Ankang Longevity and the Ankang Shareholders; (iii) as a consideration to the Restructuring Agreement and based on a valuation report on the equity interests of Guangyuan issued by an independent third party, Tenet-Jove relinquished all of its rights and interests in Ankang Longevity and transferred those rights and interests to the Guangyuan Shareholders; and (iv) Guangyuan and the Guangyuan Shareholders entered into a series of variable interest entity agreements with Tenet-Jove. After signing of the Restructuring Agreement, the Company and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021. Afterwards, with the completion of all other follow-ups works, on August 16, 2021, the Company, through its subsidiary Tenet-Jove, completed the previously announced acquisition pursuant to the Restructuring Agreement dated June 8, 2021. The management determined that July 5, 2021 was the disposal date of Ankang. The assets and liabilities of the entities of Ankang Longevity have been reclassified as “assets of discontinued operations” and “liabilities of discontinued operations” within current and non-current assets and liabilities, respectively, on the unaudited condensed consolidated balance sheets as of September 30, 2021 and June 30, 2021. The results of operations of Ankang Longevity have been reclassified to “net income (loss) from discontinued operations” in the unaudited condensed consolidated statements of loss and comprehensive loss for the three months ended September 30, 2021 and 2020.

Processing and distributing green and organic agricultural produce as well as growing and cultivating yew trees (taxus media) - We currently cultivate and sell yew mainly to group and corporate customers, but do not currently process yew into Chinese or Western medicines. This segment is conducted through our VIEs: Shineco Zhisheng (Beijing) Bio-Technology Co. (“Zhisheng Bio-Tech”), Yantai Zhisheng International Freight Forwarding Co., Ltd (“Zhisheng Freight”), Yantai Zhisheng International Trade Co., Ltd (“Zhisheng Trade”), and Qingdao Zhihesheng Agricultural Produce Services, Ltd (“Qingdao Zhihesheng”) (collectively, the “Zhisheng VIEs”). Meanwhile, we entered the market of planting fast-growing bamboo willows and scenic greening trees through we newly acquired VIE, Yushe County Guangyuan Forest Development Co., Ltd. (“Guangyuan”). The operations of this segment are located in the North regions of Mainland China, mostly carried out in Shanxi Province.

38

Developing and distributing specialized fabrics, textiles, and other byproducts derived from an indigenous Chinese plant Apocynum Venetum, grown in the Xinjiang region of China, and known in Chinese as “Luobuma” or “bluish dogbane” - Our Luobuma products are specialized textile and health supplement products designed to incorporate traditional Eastern medicines with modern scientific methods. These products are predicated on centuries-old traditions of Eastern herbal remedies derived from the Luobuma raw material. This segment is channeled through our directly-owned subsidiary, Beijing Tenet-Jove Technological Development Co., Ltd. (“Tenet-Jove”), and its 90% subsidiary Tianjin Tenet Huatai Technological Development Co., Ltd. (“Tenet Huatai”).

Financing Activities

On January 27, 2021, the Company issued 364,445 shares of common stock to three investors, who are not “U.S. persons” as defined pursuant to Regulation S promulgated under the Securities Act of 1933, as amended (the “Securities Act”), at a price of US$3.0 per share. The share issuance was exempt from the registration requirements of the Securities Act pursuant to Regulation S promulgated under the Securities Act. The Company received net proceeds of US$1,093,355.

On April 14,June 16, 2021, the Company entered into certain stocka securities purchase agreements with certain investors (the “Purchasers”), who are not “U.S. persons” as defined in the stock purchase agreementsagreement pursuant to Regulation S promulgated under the Securities Act, wherebywhich the Company agreedissued an unsecured convertible promissory note with a one-year maturity term to an institutional accredited investor, Streeterville Capital, LLC (“Investor”). The note has an original principal amount of US$3,170,000 and Investor gave consideration of US$3.0 million, reflecting original issue discount of US$150,000 and sell,Investor’s legal fee of US$20,000. Interest accrues on the outstanding balance of the note at 6% per annum. The Company anticipates using the proceeds for general working capital purposes. The Company received principal in full from the Investor.

On July 16, 2021, the Company entered into another securities purchase agreement pursuant to which the Company issued two unsecured convertible promissory notes with a one-year maturity term to the same Investor. The first convertible promissory note has an original principal amount of US$3,170,000 and the Purchasers agreed to purchase, severallyInvestor gave consideration of US$3.0 million, reflecting original issue discount of US$150,000 and not jointly, an aggregateInvestor’s legal fee of 3,872,194 sharesUS$20,000. The second convertible promissory note has the original principal amount of common stock (the “Shares”)US$4,200,000 and Investor gave consideration of US$4.0 million, reflecting original issue discount of US$200,000. Interest accrues on the outstanding balance of the Notes at an aggregate purchase price of $11,005,204.40 (the “Offering”).6% per annum. The Shares to be issuedCompany received principal in the Offering are exemptfull from the registration requirementsInvestor.

On August 19, 2021, the Company entered into another securities purchase agreement pursuant to which the Company issued an unsecured convertible promissory note with a one-year maturity term to the same Investor. The note has an original principal amount of US$10,520,000 and Investor gave consideration of US$10.0 million, reflecting original issue discount of US$500,000 and Investor’s legal fee of US$20,000. Interest accrues on the outstanding balance of the Securities Act, pursuant to Regulation S promulgated undernote at 6% per annum. The Company received principal in full from the Securities Act. As ofInvestor. The Company anticipates using the date of this Quarterly Report, the Offering is in process and not yet completed.proceeds for general working capital purposes.

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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 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 QuarterlyAnnual 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.

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 addedvalue-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 stockholders.

Economic and Political Risks

Our operations are conducted primarily in the PRC and 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 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.

COVID-19 Impact

The COVID-19 outbreak has resulted in the implementation of significant governmental measures, including lockdowns, closures, quarantines, and travel bans, intended to control the spread of the virus. In accordance with the epidemic control measures imposed by the local governments related to the COVID-19, outbreak, our offices and retail stores remained closed or had limited business operations after the Chinese New Year holiday until early April 2020. In addition, the COVID-19 outbreak had caused severe disruptions in transportation, limited access to our facilities and limited support from workforce employed in our operations, and as a result, we experienced delays or the inability to delivery our products to customers on a timely basis. Further, some of our customers or suppliers experienced financial distress, delayed or defaults on payment, sharp diminishing of business, or suffer disruptions in their business due to the outbreak. Any decreased collectability of accounts receivable, delayed raw materials supply, bankruptcy of small and medium businesses, or early termination of agreements due to deterioration in economic conditions could negatively impact our results of operations. Wider-spread COVID-19 in China and globally could prolong the deterioration in economic conditions and could cause decreases in or delays in spending and reduce and/or negatively impact our short-term ability to grow our revenue.

Although we have used all reasonable efforts to adopt measures to overcome the adverse impact of the COVID-19 outbreak and resumed our normal business activities in early May 2020, our management believes the outbreak had a negative impact on our operation result during the nine and three months ended March 31, 2021. Our revenue for the nine months ended March 31, 2021 was approximately US$9.2 million, a decrease of approximately US$9.5 million, or 50.7%, from approximately US$18.6 million for the same period in 2020. Our revenue for the three months ended March 31, 2021 was approximately US$2.0 million, a decrease of approximately US$1.7 million, or 46.7%, from approximately US$3.7 million for the same period in 2020. As of the date of this Quarterly Report,report, the spread of COVID-19 outbreak in China appears to have beenslowed down and most provinces and cities have resumed business activities under relative control. Whilethe guidance and support of the local government. Although we expect this matter to negativelyresumed our operations in early April 2020 and the COVID-19 impact on our business,operating results of operations, and financial position,performance for the related financial impactthree months ended September 30, 2021 and 2020 seems to be temporary, a COVID-19 resurgence could negatively affect the execution of our sales contract and fulfillment of customer orders and the durationcollection of the payments from customers on a timely manner. We will continue to monitor and modify the operating strategies in response to the COVID-19. The extent of the future impact of COVID-19 is still highly uncertain and cannot be reasonably estimated at this time.predicted as of the date our consolidated financial statements are released.

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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 Quarterly Report.

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.

Use of Estimates

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, deferred taxes and inventory reserves. Actual results could differ from those estimates.

Accounts Receivable, Net

Accounts receivable are recorded at net realizable value consisting of the carrying amount less an allowance for uncollectible accounts, as necessary. We review 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, we consider 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 March 31,September 30, 2021 and June 30, 2020,2021, the allowance for doubtful accounts from the continuing operations was US$13,539,9046,922,563 and US$5,235,436,5,959,887, respectively. As of September 30, 2021 and June 30, 2021, the allowance for doubtful accounts from the discontinued operations was US$ nil and US$3,675,619, respectively. Accounts are written off against the allowance after efforts at collection prove unsuccessful.

Inventories, Net

Inventories, which are stated at the lower of cost or net realizable value, consist of raw materials, work-in-progress, and finished goods related to our products. Cost is determined using the first in first out method. Agricultural products that we farm 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 such as 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. We periodically evaluate our inventory and records an inventory reserve for certain inventories that may not be saleable or whose cost exceeds net realizable value. As of March 31,September 30, 2021 and June 30, 2020,2021, the inventory reserve from the continuing operations was US$1,429,8041,363,496 and US$1,121,408,1,229,158, respectively. As of September 30, 2021 and June 30, 2021, the inventory reserve from the discontinued operations were both US$ nil.

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Revenue Recognition

We previously 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. We recognized revenue when all of the following have occurred: (i) there was persuasive evidence of an arrangement with a customer; (ii) delivery had occurred or services had been rendered; (iii) the sales price was fixed or determinable; and (iv) our collection of such fees was reasonably assured. These criteria, as related to our revenue, were considered to have been met as follows:

Sales of products: We recognized revenue from the sale of products when the goods were delivered and title to the goods passed to the customer provided that there were no uncertainties regarding customer acceptance; persuasive evidence of an arrangement existed; the sales price was fixed or determinable; and collectability was deemed probable.

Revenue from provision of services: Revenue from international freight forwarding, domestic air, and overland freight forwarding services was recognized upon the performance of services as stipulated in the underlying contract or when commodities were being released from the customer’s warehouse; the service price was fixed or determinable; and collectability was 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. We adopted the new revenue standard beginning July 1, 2018, and adopted a modified retrospective approach upon adoption. We believe that our 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 our contracts. There is no significant impact upon adoption of the new guidance.

Fair Value of Financial Instruments

We follow 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 asset or 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.

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Results of Operations for the NineThree Months Ended March 31,September 30, 2021 and 2020

Overview

The following table summarizes our results of operations for the ninethree months ended March 31,September 30, 2021 and 2020:

 

Nine Months Ended

March 31,

  Variance  Three Months Ended
September 30,
  Variance 
 2021  2020  Amount  %  2021  2020  Amount  % 
Revenue $9,197,101  $18,649,715  $(9,452,614)  (50.69)% $629,758  $1,007,977  $(378,219)  (37.52)%
Cost of revenue  11,950,906   14,234,709   (2,283,803)  (16.04)%  1,359,303   742,339   616,964   83.11%
Gross profit (loss)  (2,753,805)  4,415,006   (7,168,811)  (162.37)%  (729,545)  265,638   (995,183)  (374.64)%
General and administrative expenses  13,625,060   9,343,435   4,281,625   45.82%  8,573,656   1,423,310   7,150,346   502.37%
Selling expenses  86,870   340,681   (253,811)  (74.50)%  8,342   12,646   (4,304)  (34.03)%
Impairment loss of distribution rights  1,140,551   -   1,140,551   100.00%
Loss from operations  (16,465,735)  (5,269,110)  (11,196,625)  212.50%  (10,452,094)  (1,170,318)  (9,281,776)  793.10%
Income (loss) from equity method investments  (3,753,280)  97,528   (3,850,808)  (3,948.41)%
Other income (expense), net  (2,066,268)  39,084   (2,105,352)  (5,386.74)%
Interest expense, net  (30,977)  (8,250)  (22,727)  275.48%
Loss before income tax provision  (22,316,260)  (5,140,748)  (17,175,512)  334.11%
Loss from equity method investment  (27,920)  -   (27,920)  100.00%
Other income  970   2,788   (1,818)  (65.21)%
Amortization of debt issuance costs  (458,978)  -   (458,978)  100.00%
Interest income (expenses), net  (170,199)  4,225   (174,424)  (4,128.38)%
Loss before income tax provision from continuing operations  (11,108,221)  (1,163,305)  (9,944,916)  854.88%
Provision for income taxes  -   274,569   (274,569)  (100.00)%  -   -   -   - 
Net loss from continuing operations  (11,108,221)  (1,163,305)  (9,944,916)  854.88%
Net income (loss) from discontinued operations  (3,135,237)  110,325   (3,245,562)  (2,941.82)%
Net loss $(22,316,260) $(5,415,317) $(16,900,943)  312.10% $(14,243,458) $(1,052,980) $(13,190,478)  1,252.68%
Comprehensive loss attributable to Shineco Inc. $(16,751,239) $(7,782,661) $(8,968,578)  115.24%
Comprehensive income (loss) attributable to Shineco Inc. $(14,258,967) $1,563,509  $(15,822,476)  (1,011.98)%

Revenue

Currently, we, through our PRC subsidiaries and VIEs, have threetwo revenue streams derived from our threetwo major business segments: (i)segments from continuing operations. 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,” as well as Luoboma raw materials processing, whichprocessing; this segment is channeled through our wholly owned subsidiary, Tenet-Jove; (ii)Tenet-Jove. Second, planting, processing and distributing green and organic agricultural produce, growing and cultivation of yew trees, as well as planting fast-growing bamboo willows and scenic greening trees; this segment is conducted through the Zhisheng VIEs and Guangyuan. For the business segment, that processing and distributing traditional Chinese medicinal herbal products as well as other pharmaceutical products, whichproducts; this segment is conducted via our VIE, Ankang Longevity Group and its subsidiaries;subsidiaries, which was disposed and (iii) planting, processing, and distributing green and organic agricultural producewe have reclassified it as well as growing and cultivation of yew trees, which segment is conducted through the Zhisheng VIEs.discontinued operations.

The following table sets forth the breakdown of our revenue for each of our threethe two segments from the continuing operations, for the ninethree months ended March 31,September 30, 2021 and 2020, respectively:

 Nine Months Ended March 31,  Variance  Three Months Ended
September 30,
  Variance 
 2021  %  2020  %  Amount  %  2021  %  2020  %  Amount  % 
Luobuma products $96,477   1.05% $144,659   0.78% $(48,182)  (33.31)% $13,508   2.14% $24,615   2.44% $(11,107)  (45.12)%
Chinese medicinal herbal products  6,761,663   73.52%  9,661,025   51.80%  (2,899,362)  (30.01)%
Other agricultural products  2,338,961   25.43%  8,844,031   47.42%  (6,505,070)  (73.55)%  616,250   97.86%  983,362   97.56%  (367,112)  (37.33)%
Total Amount $9,197,101   100.00% $18,649,715   100.00% $(9,452,614)  (50.69)% $629,758   100.00% $1,007,977   100.00% $(378,219)  (37.52)%

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For the ninethree months ended March 31,September 30, 2021 and 2020, revenue from sales of Luobuma products was US$96,477 13,508 and US$144,659, 24,615, respectively, which represented a decrease of US$48,182, 11,107, or 33.31%45.12%. The decrease of revenue from this segment was mainly due to the decrease in revenue from Tenet-Jove and Tenet Huatai. We did not launch any new products since last year and mainly focused on clearing off our remaining old stocks. Meanwhile, we reduced our resources and investments in our E-commerce distribution channel, which also resulted in a decrease in our online sales volume. In addition, our sales of Luobuma products were affected by the COVID-19 outbreak. As a result, our overall sales decreased during the ninethree months ended March 31,September 30, 2021 as compared to the same period in 2020.

33


For the ninethree months ended March 31, 2021 and 2020, revenue from sales of Chinese medicinal herbal products was US$6,761,663 and US$9,661,025, respectively, representing a decrease of US$2,899,362, or 30.01%. Due to the COVID-19 outbreak, people became more health conscious and started wearing masks in public area, which resulted in a reduction of the incidence of other illness. Hence, our sales of Chinese medicinal herbal products decreased during the nine months ended March 31, 2021 as compared to the same period in 2020.

For the nine months ended March 31,September 30, 2021 and 2020, revenue from sales of other agricultural products was US$2,338,961 616,250 and US$8,844,031, 983,362, respectively, representing a decrease of US$6,505,070, 367,112, or 73.55%37.33%. The decrease was mainly due to the decline of sales volume of yew trees during the ninethree months ended March 31,September 30, 2021 as compared to the same period in 2020. OurAs our sales of yew trees were adversely affected by the COVID-19 outbreak, which resultedwe modified our operating strategies in less orders from our customers during the nine months ended March 31, 2021 as comparedresponse to the same period in 2020. The decrease was also due to a shift in our business strategy as our yew trees business is adversely affected by the COVID-19 outbreak.pandemic. Instead of selling more unmatured yew trees, we are now cultivating more matured yew trees, which can be used to extract Taxol, a more valuable chemical substance which is used experimentally as a drug in the treatment of cancer.

Cost of Revenue and related taxRelated Tax

The following table sets forth the breakdown of the cost of revenue for each of our threetwo segments from the continuing operations, for the ninethree months ended March 31,September 30, 2021 and 2020, respectively:2020:

 Nine Months Ended March 31,  Variance  Three Months Ended
September 30,
  Variance 
 2021  %  2020  %  Amount  %  2021  %  2020  %  Amount  % 
Luobuma products $287,613   2.41% $349,516   2.46% $(61,903)  (17.71)% $141,838   10.44% $28,462   3.84% $113,376   398.34%
Chinese medicinal herbal products  5,767,915   48.26%  7,318,018   51.41%  (1,550,103)  (21.18)%
Other agricultural products  5,866,278   49.09%  6,524,171   45.83%  (657,893)  (10.08)%  1,216,210   89.47%  712,828   96.02%  503,382   70.62%
Business and sales related tax  29,100   0.24%  43,004   0.30%  (13,904)  (32.33)%  1,255   0.09%  1,049   0.14%  206   19.64%
Total Amount $11,950,906   100.00% $14,234,709   100.00% $(2,283,803)  (16.04)% $1,359,303   100.00% $742,339   100.00% $616,964   83.11%

For the ninethree months ended March 31,September 30, 2021 and 2020, cost of revenue from sales of our Luobuma products was US$287,613 141,838 and US$349,516, 28,462, respectively, representing a decreasean increase of US$61,903, 113,376, or 17.71%398.34%. The decreaseincrease was in line withmainly due to the decrease in sales of Luobuma products. However,increased allowance we accrued for our slow-moving inventories amounted to US$ 120,273 on our remaining old stocks during the percentage of decrease inthree months ended September 30, 2021.

For the three months ended September 30, 2021 and 2020, cost of revenue from sales of other agricultural products was less than the percentageUS$ 1,216,210 and US$ 712,828, respectively, representing an increase of decrease in sales,US$ 503,382, or 70.62%. The increase was mainly due to stock written off during the three months ended September 30, 2021. Due to flood disaster caused by severe typhoon weather in autumn, which resulted in the damage and death of a large number of yew trees, we wrote off our inventory amounted to US$ 492,987 during the three months ended September 30, 2021.

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Gross Profit (Loss)

The following table sets forth the breakdown of the gross profit (loss) for each of our two segments from the continuing operations, for the three months ended September 30, 2021 and 2020:

  Three Months Ended
September 30,
  Variance 
  2021  %  2020  %  Amount  % 
Luobuma products $(128,330)  17.59% $(3,847)  (1.45)% $(124,483)  3235.85%
Other agricultural products  (601,215)  82.41%  269,485   101.45%  (870,700)  (323.10)%
Total Amount $(729,545)  100.00% $265,638   100.00% $(995,183)  (374.64)%

Gross loss from Luobuma product sales increased by US$ 124,483, or 3235.85%, for the three months ended September 30, 2021 as compared to the same period in 2020. During the three months ended September 30, 2021, our gross loss was US$ 128,330, mainly due to the allowance we accrued for our slow-moving inventories amounting to US$ 120,273. The gross loss was also due to the reduced selling prices of our Luobuma products and we sold some of our products below their original costs, as we gave more promotion and price discounts in order to attract more customers and clear our remaining old stocks during the ninethree months ended March 31,September 30, 2021.

For the nine months ended March 31, 2021 and 2020, cost of revenue from sales of Chinese medicinal herbal products was US$5,767,915 and US$7,318,018, respectively, representing a decrease of US$1,550,103, or 21.18%. The decrease was mainly due to less Chinese medicinal herbal products sold during the nine months ended March 31, 2021 as compared to the same period in 2020 as mentioned above. However, the percentage of decrease in cost of revenue was less than the percentage of decrease in sales; please refer to the grossGross profit analysis below for more details.

For the nine months ended March 31, 2021 and 2020, cost of revenue from sales of other agricultural products was US$5,866,278 and US$6,524,171, respectively, representing a decrease of US$657,893, or 10.08%. The decrease was mainly due to less yew trees sold during the nine months ended March 31, 2021 as compared to the same period in 2020 as mentioned above. The decrease was partially offset by an inventory write-off during the nine months ended March 31, 2021. Due to the continuous impact of the Covid-19 outbreak in China and severe cold weather during the winter period this year, which resulted in the damage and death of a large number of yew trees, we wrote off our inventory in the amount of US$3,358,716 during the nine months ended March 31, 2021.

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Gross Profit (Loss)

The following table sets forth the breakdown of the gross profit (loss) for each of our three segments, for the nine months ended March 31, 2021 and 2020, respectively:

  Nine Months Ended March 31,  Variance 
  2021  %  2020  %  Amount  % 
Luobuma products $(191,152)  6.94% $(205,181)  (4.65)% $14,029   (6.84)%
Chinese medicinal herbal products  969,175   (35.19)%  2,307,978   52.28%  (1,338,803)  (58.01)%
Other agricultural products  (3,531,828)  128.25%  2,312,209   52.37%  (5,844,037)  (252.75)%
Total Amount $(2,753,805)  100.00% $4,415,006   100.00% $(7,168,811)  (162.37)%

Gross loss from Luobuma product sales decreased by US$14,029, 870,700, or 6.84%323.10%, for the ninethree months ended March 31,September 30, 2021 as compared to the same period in 2020. During the ninethree months ended March 31,September 30, 2021, our gross loss was US$191,152, mainly due to the allowance we accrued for slow-moving inventories in the amount of US$216,629. In addition, in order to reduce our old stock, we sold some of our products below their original costs during the nine months ended March 31, 2021. However, our gross loss decreased, which was mainly due to less allowance accrued for our slow-moving inventories in the amount of US$25,386 during the nine months ended March 31, 2021 as compared to the same period in 2020.

Gross profit from sales of Chinese medicinal herbal products decreased by US$1,338,803, or 58.01%, for the nine months ended March 31, 2021 as compared to the same period in 2020. However, the percentage of decrease in gross profit was more than the percentage of decrease in revenue. It was mainly due to reduced selling prices of our Chinese medicinal herbal products, as we gave more promotion and price discounts in order to attract more customers and clear our stocks when the demand for our products was impacted during the nine months ended March 31, 2021.

Gross loss from sales of other agricultural products decreased by US$5,844,037, or 252.75%, for the nine months ended March 31, 2021 as compared to the same period in 2020. During the nine months ended March 31, 2021, our gross loss was US$3,531,828, 601,215, mainly due to less yew trees sold as well as an inventory write-offa stock written off during the ninethree months ended March 31,September 30, 2021 as mentioned above. The decrease was also due to reduced selling prices of our products, as we gave more price discounts in order to get more customer orders when the demand for our products was impacted during the ninethree months ended March 31,September 30, 2021.

Expenses

The following table sets forth the breakdown of our operating expenses for the ninethree months ended March 31,September 30, 2021 and 2020, respectively:

 Nine Months Ended March 31,  Variance  Three Months Ended
September 30,
  Variance 
 2021  %  2020  %  Amount  %  2021  %  2020  %  Amount  % 
General and administrative expenses $13,625,060   99.37% $9,343,435   96.48% $4,281,625   45.82% $8,573,656   88.18% $1,423,310   99.12% $7,150,346   502.37%
Selling expenses  86,870   0.63%  340,681   3.52%  (253,811)  (74.50)%  8,342   0.09%  12,646   0.88%  (4,304)  (34.03)%
Impairment loss of distribution rights  1,140,551   11.73%  -   -   1,140,551   100.00%
Total Amount $13,711,930   100.00% $9,684,116   100.00% $4,027,814   41.59% $9,722,549   100.00% $1,435,956   100.00% $8,286,593   577.08%

General and Administrative Expenses

For the ninethree months ended March 31,September 30, 2021, our general and administrative expenses were US$13,625,060, 8,573,656, representing an increase of US$4,281,625, 7,150,346, or 45.82%502.37%, as compared to the same period in 2020. The increase was mainly due to an increase in bad debt expenses of US$5,392,704 6,582,903 during the ninethree months ended March 31,September 30, 2021. Due to the COVID-19 outbreak in China, many of our customers’ businesses were adversely affected during this period, which resulted in slow collection of our receivables and utilization of our advances to customers, and we recorded allowance according to our accounting policy based on our best estimates. Management will continue putting effort in the collection of overdue accounts receivable and utilize our advances to our customers. Meanwhile, the increase was also due to the increased general and administrative expenses from our customers. The increase was partially offset by a decrease in staff salary expenses as we issued restricted sharesnewly acquired VIE, Guangyuan during the three months ended September 30, 2021.

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Impairment Loss of Distribution Rights

For the three months ended September 30, 2021, our impairment loss of distribution right were US$ 1,140,551. We acquired distribution rights to distribute branded products of Daiso 100-yen shops through the acquisition of Tianjin Tajite. During the three months ended September 30, 2021, the management performed evaluation on the impairment of distribution rights. Due to the lower than expected revenue and profit, and unfavorable business environment, the management as compensationfully recorded an impairment loss on distribution rights of Tianjin Tajite.

Loss from Equity Method Investments

Our newly acquired VIE, Guangyuan has a 20% equity interest in Shanxi Pharmaceutical Group Yushe Pharmaceutical Development Co., Ltd. (“Yushe Pharmaceutical”). We recorded a loss of US$1,022,661 during 4,186 for the same periodthree months ended September 30, 2021 from this investment.

On August 31, 2021, we entered into a capital injection agreement with the other shareholders of Shanghai Gaojing Private Fund Management (“Gaojing Private Fund”), a Chinese private fund management company, to complete the injection of a total RMB 4.8 million (approximately US$ 0.74 million) for its 32% equity interest in 2020.Gaojing Private Fund. We recorded a loss of US$ 23,734 for the three months ended September 30, 2021 from this investment.

Selling Expenses

Amortization of Debt Issuance Costs

For the ninethree months ended March 31,September 30, 2021, our selling and distributionamortization of debt issuance costs expenses were US$86,870, 458,978, representing a decreasean increase of US$253,811, or 74.50%100.00%, as compared to the same period in 2020. The decreaseincrease in was mainly dueattributable to the decrease in promotion expenses and commission expenses for our online shops under Tenet-Jove, which was in line with the decrease in our salesamortization of debt issuance costs during the ninethree months ended March 31, 2021. The decrease was also due toSeptember 30, 2021 on the decrease in salary-related expenses as a result of a reduced number of staff members during the nine months ended March 31, 2021.

Income (Loss) from Equity Method Investments

We were 49% owners in two companies incorporated pursuant to two equity investment agreements 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 a net loss of US$3,753,280 and a net income of US$97,528 from these equity investments for the nine months ended March 31, 2021 and 2020, respectively. The increase in net loss was primarily due to the net loss in Sunsimiao Drugstores and Shaanxi Longevity Pharmacy in the current period. Shaanxi Longevity Pharmacy recorded a large amount of bad debt expenses due to slow collection of its accounts receivable, as many of its customers’ businesses were adversely affectedconvertible notes issued by the COVID-19 outbreak in China during this period. In addition, on March 5, 2021, Ankang Longevity Group entered into two equity investment transfer agreements with a third-party company to sell all of its 49% equity interest in Sunsimiao Drugstores and its 49% equity interest in Shaanxi Longevity Pharmacy for a total consideration of RMB6.86 million (approximately US$1.0 million), and the full amount had been received by March 31, 2021. Upon the transfer of these two equity investments, Ankang Longevity Group recorded a loss of US$1,748,459, which was included in the investment loss for the nine months ended March 31, 2021 as mentioned above.Company.

OtherInterest Income (Expenses), Net

For the ninethree months ended March 31,September 30, 2021, our net otherinterest expenses werewas US$2,066,268, 170,199, representing an increase of US$2,105,352, 174,424, or 5,386.74%4,128.38%, as compared to net otherinterest income of US$39,084 4,225 in the same period in 2020. The increase in net other expensesinterest expense was primarily dueattributable to a loss from disposal of property and equipment of US$2,154,151 during the nine months ended March 31, 2021.

Provision for Income Taxes

For the nine months ended March 31, 2021 and 2020, our provision for income taxes decreased by US$274,569, or 100.00%, to US$nilinterest expense incurred for the nine months ended March 31, 2021 from US$274,569 forconvertible notes issued by the nine months ended March 31, 2020. The decrease in provision for income taxes was mainly due to the decreased taxable income of Ankang Longevity Group as Ankang Longevity Group incurred loss before tax for the nine months ended March 31, 2021.Company.

Net Loss from Continuing Operations

Our net loss from continuing operations was US$22,316,260 11,108,221 for ninethree months ended March 31,September 30, 2021, an increase of US$16,900,943, 9,944,916, or 312.10%854.88%, from a net loss from continuing operations of US$5,415,317 1,163,305 for ninethree months ended March 31,September 30, 2020. The increase in net loss was primarily a result of the decrease in gross profit, the increase in general and administrative expenses, impairment loss of distribution rights and amortization of debt issuance costs.

Net Loss from Discontinued Operations

As mentioned above, after signing of the Restructuring Agreement on June 8, 2021, the Company and the shareholders of Ankang and Guangyuan actively carried out the transferring of rights and interests in Ankang and Guangyuan, and the transferring was completed subsequently on July 5, 2021, and the management determined that July 5, 2021 was the disposal date of Ankang. We had a total net loss from equity method investments,discontinued operations of US$ 3,135,237 for the three months ended September 30, 2021 as compared to a total net income from discontinued operations of US$ 110,325 for the same period in 2020.

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The summarized operating results of our discontinued operations included in our consolidated statement of loss and comprehensive income (loss) is as follows:

  Three Months Ended
September 30,
 
  2021  2020 
Revenues $-  $3,135,406 
Cost of revenues  -   2,492,463 
Gross profit  -   642,943 
Operating expenses  -   418,411 
Other expenses, net  -   (8,910)
Income before income tax  -   215,622 
Provision for income tax expense  -   105,297 
Net income from discontinued operations  -   110,325 
Loss from disposal  (3,135,237)  - 
Total net income (loss) from discontinued operations $(3,135,237) $110,325 

Net Loss

Our net other expenses.loss was US$ 14,243,458 for the three months ended September 30, 2021, an increase of US$ 13,190,478 or 1,252.68%, from a net loss of US$ 1,052,980 for the three months ended September 30, 2020. The increase in net loss was primarily a result of the decrease in gross profit, the increase in general and administrative expenses, impairment loss of distribution rights and amortization of debt issuance costs.

Comprehensive LossIncome (Loss)

The comprehensive loss was US$17,404,397 14,242,888 for the ninethree months ended March 31,September 30, 2021, an increase of US$9,668,803 15,857,839 from a comprehensive lossincome of US$7,735,594 1,614,951 for the ninethree months ended March 31,September 30, 2020. After deduction of non-controlling interest, the comprehensive loss attributable to us was US$16,751,239 14,258,967 for the ninethree months ended March 31,September 30, 2021, compared to a comprehensive lossincome attributable to us in the amount of US$7,782,661 1,563,509 for the ninethree months ended March 31,September 30, 2020. The significant increase inof comprehensive loss was due to the increase in net loss as mentioned above, which was partially offset by an increaseas well as a decrease in the recorded income of foreign currency translation where the financial statements denominated in RMB were translated to the USD denomination.

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Results of Operations for the Three Months Ended March 31, 2021 and 2020

Overview

The following table summarizes our results of operations for the three months ended March 31, 2021 and 2020:

  

Three Months Ended

March 31,

  Variance 
  2021  2020  Amount  % 
Revenue $1,990,737  $3,734,322  $(1,743,585)  (46.69)%
Cost of revenue  2,998,053   3,324,198   (326,145)  (9.81)%
Gross profit (loss)  (1,007,316)  410,124   (1,417,440)  (345.61)%
General and administrative expenses  5,016,939   3,896,478   1,120,461   28.76%
Selling expenses  32,525   145,526   (113,001)  (77.65)%
Loss from operations  (6,056,780)  (3,631,880)  (2,424,900)  66.77%
Loss from equity method investments  (1,777,551)  (43,054)  (1,734,497)  4,028.65%
Other income (expense)  (28,076)  627   (28,703)  (4,577.83)%
Interest expense, net  (452)  (7,942)  7,490   (94.31)%
Loss before income tax provision  (7,862,859)  (3,682,249)  (4,180,610)  113.53%
Provision (benefit) for income taxes  (83,106)  110,177   (193,283)  (175.43)%
Net loss $(7,779,753) $(3,792,426) $(3,987,327)  105.14%
Comprehensive loss attributable to Shineco Inc. $(7,670,578) $(5,007,142) $(2,663,436)  53.19%

Revenue

Currently, we have three revenue streams derived from our three major business segments: (i) 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,” as well as Luobuma raw materials processing, which segment is channeled through our wholly owned subsidiary, Tenet-Jove; (ii) processing and distributing traditional Chinese medicinal herbal products as well as other pharmaceutical products, which segment is conducted via our VIE, Ankang Longevity Group and its subsidiaries; and (iii) planting, processing, and distributing green and organic agricultural produce as well as growing and cultivation of yew trees, which segment is conducted through the Zhisheng VIEs.

The following table sets forth the breakdown of our revenue for each of our three segments, for the three months ended March 31, 2021 and 2020, respectively:

  Three Months Ended March 31,  Variance 
  2021  %  2020  %  Amount  % 
Luobuma products $23,468   1.18% $5,900   0.16% $17,568   297.76%
Chinese medicinal herbal products  1,352,938   67.96%  2,821,425   75.55%  (1,468,487)  (52.05)%
Other agricultural products  614,331   30.86%  906,997   24.29%  (292,666)  (32.27)%
Total Amount $1,990,737   100.00% $3,734,322   100.00% $(1,743,585)  (46.69)%

For the three months ended March 31, 2021 and 2020, revenue from sales of Luobuma products was US$23,468 and US$5,900, respectively, which represented an increase of US$17,568, or 297.76%. The increase was mainly due to increased sales volume resulting from reduced selling prices of our Luobuma products, as we gave more promotion and price discounts so that we could attract more customers orders during the three months ended March 31, 2021.

For the three months ended March 31, 2021 and 2020, revenue from sales of Chinese medicinal herbal products was US$1,352,938 and US$2,821,425, respectively, representing a decrease of US$1,468,487 or 52.05%. Due to the COVID-19 outbreak, people became more health conscious and started to wear masks in public area, which resulted in a reduction of the incidence of other illness. Hence, our sales of Chinese medicinal herbal products decreased during the three months ended March 31, 2021 as compared to the same period in 2020.

For the three months ended March 31, 2021 and 2020, revenue from sales of other agricultural products was US$614,331 and US$906,997, respectively, representing a decrease of US$292,666 or 32.27%. The decrease was mainly due to the decline of sales volume of yew trees during the three months ended March 31, 2021 as compared to the same period in 2020. The decrease in sales volume was mainly due to a shift in our business strategy as our yew trees business is adversely affected by the COVID-19. Instead of selling more unmatured yew trees, we are now cultivating more matured yew trees, which can be used to extract Taxol, a more valuable chemical substance which is used experimentally as a drug in the treatment of cancer.

Cost of Revenue and related tax

The following table sets forth the breakdown of the cost of revenue for each of our three segments, for the three months ended March 31, 2021 and 2020, respectively:

  Three Months Ended March 31,  Variance 
  2021  %  2020  %  Amount  % 
Luobuma products $157,001   5.24% $80,680   2.42% $76,321   94.60%
Chinese medicinal herbal products  1,336,937   44.59%  2,114,211   63.60%  (777,274)  (36.76)%
Other agricultural products  1,496,955   49.93%  1,113,966   33.51%  382,989   34.38%
Business and sales related tax  7,160   0.24%  15,341   0.47%  (8,181)  (53.33)%
Total Amount $2,998,053   100.00% $3,324,198   100.00% $(326,145)  (9.81)%

For the three months ended March 31, 2021 and 2020, cost of revenue from sales of our Luobuma products was US$157,001 and US$80,680, respectively, representing an increase of US$76,321, or 94.60%. The increase was mainly due to the increased allowance we accrued for slow-moving inventories as well as increase in cost of revenue as we sold more Luobuma products, which was in line with the increase in sales during the three months ended March 31, 2021.

For the three months ended March 31, 2021 and 2020, cost of revenue from sales of Chinese medicinal herbal products was US$1,336,937 and US$2,114,211, respectively, representing a decrease of US$777,274, or 36.76%. The decrease was mainly due to less Chinese medicinal herbal products sold during the three months ended March 31, 2021 as compared to the same period in 2020 as mentioned above. However, the percentage of decrease in cost of revenue was less than the percentage of decrease in sales; please refer to the gross profit analysis below for more details.

For the three months ended March 31, 2021 and 2020, cost of revenue from sales of other agricultural products was US$1,496,955 and US$1,113,966, respectively, representing an increase of US$382,989, or 34.38%. The increase was mainly due to an inventory write-off during the three months ended March 31, 2021. Due to the continuous impact of the Covid-19 outbreak in China and severe cold weather during the winter period this year, which resulted in the damage and death of a large number of yew trees, we wrote off our inventory in the amount of US$729,029 during the three months ended March 31, 2021. The increase was partially offset by the decrease in cost of revenue as we sold less yew trees during the three months ended March 31, 2021 as compared to the same period in 2020 as mentioned above.

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Gross Profit (Loss)

The following table sets forth the breakdown of the gross profit (loss) for each of our three segments, for the three months ended March 31, 2021 and 2020, respectively:

  Three Months Ended March 31,  Variance 
  2021  %  2020  %  Amount  % 
Luobuma products $(133,533)  13.26% $(74,783)  (18.23)% $(58,750)  78.56%
Chinese medicinal herbal products  10,355   (1.03)%  695,498   169.58%  (685,143)  (98.51)%
Other agricultural products  (884,138)  87.77%  (210,591)  (51.35)%  (673,547)  319.84%
Total Amount $(1,007,316)  100.00% $410,124   100.00% $(1,417,440)  (345.61)%

Gross loss from Luobuma product sales increased by US$58,750, or 78.56%, for the three months ended March 31, 2021 as compared to the same period in 2020. During the three months ended March 31, 2021, our gross loss was US$133,533, mainly due to the allowance we accrued for slow-moving inventories in the amount of US$58,388. In addition, in order to reduce our old stock, we sold some of our products below their original costs during the six months ended December 31, 2020, resulting in a gross loss during the six months ended December 31, 2020.

Gross profit from sales of Chinese medicinal herbal products decreased by US$685,143, or 98.51%, for the three months ended March 31, 2021 as compared to the same period in 2020. However, the percentage of decrease in gross profit was more than the percentage of decrease in revenue. It was mainly due to reduced selling prices of our Chinese medicinal herbal products, as we gave more promotion and price discounts in order to attract more customers and clear our stocks when the demand for our products was impacted during the three months ended March 31, 2021.

Gross loss from sales of other agricultural products increased by US$673,547, or 319.84%, for the three months ended March 31, 2021 as compared to the same period in 2020. During the three months ended March 31, 2021, our gross loss was US$884,138, mainly due to less yew trees sold as well as an inventory write off during the three months ended March 31, 2021 as mentioned above. The decrease was also due to reduced selling prices of our products, as we gave more price discounts in order to get more customer orders when the demand for our products was impacted during the three months ended March 31, 2021.

Expenses

The following table sets forth the breakdown of our operating expenses for the three months ended March 31, 2021 and 2020, respectively:

  Three Months Ended March 31,  Variance 
  2021  %  2020  %  Amount  % 
General and administrative expenses $5,016,939   99.36% $3,896,478   96.40% $1,120,461   28.76%
Selling expenses  32,525   0.64%  145,526   3.60%  (113,001)  (77.65)%
Total Amount $5,049,464   100.00% $4,042,004   100.00% $1,007,460   24.92%

General and Administrative Expenses

For the three months ended March 31, 2021, our general and administrative expenses were US$5,016,939, representing an increase of US$1,120,461, or 28.76%, as compared to the same period in 2020. The increase was mainly due to an increase in bad debt expenses of US$889,605 during the three months ended March 31, 2021. Due to the COVID-19 outbreak in China, many of our customers’ businesses were adversely affected during this period, which resulted in slow collection of our receivables, and we recorded allowance according to our accounting policy based on our best estimates. Management will continue putting effort in the collection of overdue accounts receivable from our customers.

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Selling Expenses

For the three months ended March 31, 2021, our selling and distribution expenses were US$32,525, representing a decrease of US$113,001, or 77.65%, as compared to the same period in 2020. The decrease was mainly due to the decrease in promotion expenses and commission expenses for our online shops under Tenet-Jove, which was in line with the decrease in our sales during the three months ended March 31, 2021. The decrease was also due to a decrease in salary related expenses as a result of a reduced number of staff members during the three months ended March 31, 2021.

Loss from Equity Method Investments

We were 49% owners in two companies incorporated pursuant to two equity investment agreements with Shaanxi Pharmaceutical Group: Sunsimiao Drugstores and Shaanxi Longevity Pharmacy. We recorded a net loss of US$1,777,551 and a net loss of US$43,054 from these equity investments for the three months ended March 31, 2021 and 2020, respectively. The increase in net loss was primarily due to the net loss in Sunsimiao Drugstores and Shaanxi Longevity Pharmacy in the current period. Shaanxi Longevity Pharmacy recorded a large amount of bad debt expenses due to slow collection of its accounts receivable, as many of its customers’ businesses were adversely affected by the COVID-19 outbreak during this period. In addition, on March 5, 2021, Ankang Longevity Group entered into two equity investment transfer agreements with a third-party company to sell all of its 49% equity interest in Sunsimiao Drugstores and its 49% equity interest in Shaanxi Longevity Pharmacy for a total consideration of RMB6.86 million (approximately US$1.0 million), and the full amount had been received by March 31, 2021. Upon the transfer of these two equity investments, Ankang Longevity Group recorded a loss of US$1,748,459, which was included in the investment loss for the three months ended March 31, 2021 as mentioned above.

Provision (Benefit) for Income Taxes

For the three months ended March 31, 2021 and 2020, our provision for income taxes decreased by US$193,283, or 175.43%, to an income tax benefit of US$83,106 for the three months ended March 31, 2021 from an income tax provision of US$110,177 for the three months ended March 31, 2020. The decrease in provision for income taxes was mainly due to the decreased taxable income of Ankang Longevity Group as Ankang Longevity Group incurred loss before tax for the three months ended March 31, 2021.

Net Loss

Our net loss was US$7,779,753 for three months ended March 31, 2021, an increase of US$3,987,327, or 105.14%, from net loss of US$3,792,426 for three months ended March 31, 2020. The increase in net loss was primarily a result of the decrease in gross profit, the increase in loss from equity method investments, and the increase in general and administrative expenses.

Comprehensive Loss

The comprehensive loss was US$7,944,384 for the three months ended March 31, 2021, an increase of US$2,942,522 from comprehensive loss of US$5,001,862 for the three months ended March 31, 2020. After deduction of non-controlling interest, the comprehensive loss attributable to us was US$7,670,578 for the three months ended March 31, 2021, compared to comprehensive loss attributable to us of US$5,007,142 for the three months ended March 31, 2020. The increase of comprehensive loss was due to the increase in net loss as mentioned above, which was partially offset by a decrease in the recorded loss of foreign currency translation, where the financial statements denominated in RMB were translated to the USD denomination.

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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.

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(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, 2020September 30, 2021 and June 30, 2020,2021, except the above-mentioned convertible note, we did not engage in any foreign currency borrowings or loan contracts.

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, convertible notes and the sale of our common stock. 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 December 10, 2020, we entered into a securities purchase agreement with select investors whereby we sold purchase, up to 604,900 shares of common stock at a purchase price of US$2.73 per share. The net proceeds that we received was US$1.6 million.

On January 27, 2021, we issued 364,445 shares of common stock to threetwo investors at a price of US$3.0 per share. The net proceeds that we received was US$1.1 million.

On April 10, 2021, we issued 3,872,194 shares of common stock to selected investors at a price of US $3.2 per share. We received net proceeds of US$ 4,845,001 and US$ 6,160,203 was outstanding as of September 30, 2021.

On June 16, 2021, we entered into a securities purchase agreement pursuant to which we issued an unsecured convertible promissory note with a one-year maturity term to an institutional accredited investor Streeterville Capital, LLC (“Investor”). The convertible promissory note has the original principal amount of US$ 3,170,000 and Investor gave consideration of US$ 3.0 million, reflecting original issue discount of US$ 150,000 and Investor’s legal fee of US$ 20,000. We received principal in full from the Investor. On July 16, 2021, we entered into a securities purchase agreement pursuant to which we issued two unsecured convertible promissory notes with a one-year maturity term to the same investor. The first convertible promissory note has an original principal amount of US$3,170,000.00 and the Investor gave consideration of US$3.0 million, reflecting original issue discount of US$150,000 and Investor’s legal fee of US$20,000. The second convertible promissory note has an original principal amount of US$4,200,000.00 and the Investor gave consideration of US$4.0 million, reflecting original issue discount of US$200,000. On August 19, 2021, we entered into a securities purchase agreement pursuant to which we issued an unsecured convertible promissory note with a one-year maturity term to the same investor. The Note has the original principal amount of US$10,520,000.00 and Investor gave consideration of US$10.0 million, reflecting original issue discount of US$500,000 and Investor’s legal fee of US$20,000. We received principal in full from the Investor and we anticipate using the proceeds for general working capital purposes. As of March 31, 2021, we had US$1,830,249 bank loans outstanding. We expect that we will be ableSeptember 30, 2019, a total of 974,749 shares of our common stock were issued by us to renew our existing bank loans upon their maturity based on past experiencethe Investor equaling principal and our good credit history.interests amounted to $3,850,000, and the convertible note balance was $16,352,339, with a carrying value of $17,381,584, net of deferred financing costs of $1,029,245.

Management believes that our current cash, cash flows from 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.

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Working Capital

The following table provides the information about our working capital at March 31,September 30, 2021 and June 30, 2020:2021:

 March 31, 2021  June 30, 2020  

September 30,

2021

  

June 30,

2021

 
          
Current Assets $56,020,245  $59,519,998  $59,523,586  $49,278,577 
Current Liabilities  14,449,966   11,347,325   29,008,848   14,795,390 
Working Capital $41,570,279  $48,172,673  $30,514,738  $34,483,187 

The working capital decreased by US$6,602,394, 3,968,449, or 13.7%11.5%, as of March 31,September 30, 2021 from June 30, 2020,2021, primarily as a result of a decrease in cashcurrent assets held for discontinued operations and accounts receivable,advances to suppliers, and an increase in other payables and accrued expenses, partially offset by increased advances to suppliers and other current assets during the nine months ended March 31, 2021.

As of March 31, 2021 and June 30, 2020, the other major component of our working capital was accounts receivable. The accounts receivableconvertible note payable as of March 31, 2021 were US$5,087,539, a decrease of approximately 53.8% from US$11,008,485 as of JuneSeptember 30, 2020 as a result of increased provision for doubtful accounts. Due to the COVID-19 outbreak in China, many of our customers’ businesses were adversely affected during this period, which resulted in slow collection of our receivables, and we recorded allowance according to our accounting policy based on our best estimates. Management will continue putting effort in the collection of overdue account receivables from our customers.2021.

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 March 31,September 30, 2021 and June 30, 2020,2021, we had no material capital commitments or contingent liabilities.

Off-Balance Sheet Commitments and Arrangements

We have not entered into any other financial guarantees or other commitments to guarantee the payment obligations of any third parties. In addition, we have not entered into any derivative contracts that are indexed to our own common stock and classified as stockholders’ equity, or that are not reflected in our consolidated financial statements.

Cash Flows

The following table provides detailed information about our net cash flows for the ninethree months ended March 31,September 30, 2021 and 2020.

  

For the nine months ended

March 31

 
  2021  2020 
       
Net cash provided by (used in) operating activities $(11,854,241) $4,297,529 
Net cash provided by investing activities  1,252,056   116,294 
Net cash provided by financing activities  1,764,958   2,107,600 
Effect of exchange rate changes on cash  2,314,452   (1,206,310)
Net increase (decrease) in cash  (6,522,775)  5,315,113 
Cash, beginning of period  32,371,372   35,330,676 
Cash, end of period $25,848,597  $40,645,789 
  Three Months Ended September 30, 
  2021  2020 
       
Net cash used in operating activities $(5,264,781) $(9,100,028)
Net cash used in investing activities  (25,954,544)  (1,228,630)
Net cash provided by (used in) financing activities  20,436,888  (11,429)
Effect of exchange rate changes on cash  (11,884)  1,098,821 
Net decrease in cash  (10,794,321)  (9,241,266)
Cash, beginning of the period  29,024,394   32,371,372 
Cash, end of the period $18,230,073  $23,130,106 
Less: cash of discontinued operations - ended of the period  -   7,629,477 
Cash of continuing operations - ended of the period  18,230,073   15,500,629 

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Operating Activities

Net cash used in operating activities during the ninethree months ended March 31,September 30, 2021 was approximately US$11.9 5.3 million, consisting of a net loss from continuing operations of US$22.3 11.1 million, bad debt expenses of US$11.1 7.4 million, an inventory write-off due to natural disastersimpairment loss on distribution rights of US$3.4 1.1 million, aand net changes in our operating assets and liabilities, which mainly included an increase in other current assets of US$ 3.2 million, partially offset by the decreased in advances to suppliers and increased in other payable. Net cash used in operating activities during the three months ended September 30, 2020 was approximately US$ 9.1 million, consisting of net loss from disposalcontinuing operations of property and equipmentUS$ 1.2 million, bad debt expenses of US$2.2 million, a loss from equity method investments of US$3.8 0.8 million, and net changes in our operating assets and liabilities, which mainly included an increase in advances to suppliers of US$4.3 4.7 million and inventories of US$4.0 million, other receivables of US$3.8 2.0 million, and accounts receivables of US$2.4 million, partially offset by the increase in other payable of US$3.6 million. Netnet cash provided by operating activities duringfrom discontinued operations of US$ 1.8 million.

Investing Activities

For the ninethree months ended March 31, 2020 was approximately US$4.3 million, consisting of a net loss of US$5.4 million, bad debt expenses of US$5.7 million, restricted shares issued to management of US$1.0 million, and net changes in our operating assets and liabilities, which mainly included a decrease in advances to suppliers of US$3.3 million, partially offset by the increase in other receivables of US$0.8 million.

Investing Activities

For the nine months ended March 31,September 30, 2021, net cash provided byused in investing activities was US$1.3 26.0 million, primarily due to the proceeds from disposal of property and equipmentAnkang of US$1.5 12.7 million, payment for other current assets of US$ 12.7 million and proceeds from withdrawalinvestment in unconsolidated entity of investments of 1.0 million, partially offset by advances of loan to a third party of US$1.3 million during the nine months ended March 31, 2021. 0.5 million. For the nine months ended March 31, 2020, net cash provided by investing activities was approximately US$116,294, primarily due to the proceeds from disposal of property and equipment of US$79,414, as well as a repayment of loans to third parties of US$38,377 during the three months ended March 31, 2020.September 30, 2020, net cash used in investing activities was US$ 1.2 million due to the net cash used in investing activities from discontinued operations.

Financing Activities

For the ninethree months ended March 31,September 30, 2021, net cash provided financing activities amounted to approximately US$1.8 20.4 million, primarily due to the proceeds from issuance of common stock of US$2.7 2.4 million, and proceeds from short-term loansissuance of US$0.3 million, partially offset by the repaymentconvertible note of short-term loans of US$1.0 17.0 million. For the ninethree months ended March 31,September 30, 2020, net cash provided byused in financing activities amounted to approximately US$2.1 million, primarily 11,429 due to the proceeds from issuance of common stock of US$1.5 million, and proceeds from short-term loans of US$2.4 million, partially offset by the repayment of short-term loans of US$2.4 million.advances from related parties.

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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 our disclosure controls and procedures were not effective at the reasonable assurance level as of the end of the period covered by this Quarterly Report due to following material weaknesses:

a lack of full-time U.S. GAAP personnel in the accounting department to monitor the recording of the transactions; and
a 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 has taken 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;
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.

We are 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 were 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 the fiscal quarter ended March 31,September 30, 2021. 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.

Other than ordinary routine litigation (of which 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 our company except as set forth below:

On May 16, 2017, the Plaintiff commenced a lawsuit (Case No. 1:17-cv-03681-PGG) against us in the United States District Court for the Southern District of New York. Plaintiff alleged that we entered into an agreement with the Plaintiff, pursuant to which the Plaintiff was to provide us with financial advisory services in connection with our initial public offering in the United States. The Plaintiff alleged that we breached the Agreement and seek money damages up to US$6 million. In March 2021, we entered into a Settlement Agreement and Release with the Plaintiff, pursuant to which we paid the Plaintiff a total sum of US$ 47,500 as settlement payment, and upon acceptance of the settlement payment from us, the Plaintiff waived, released and forever discharged us from all past and future claims.

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.

See “Part I—Financial Information—Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Financing Activities.”

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

Exhibit   

Incorporated by Reference

(Unless Otherwise Indicated)

Number Exhibit Title Form File Exhibit Filing Date
3.1 Certificate of Incorporation S-1 333-202803 3.1 July 1, 2015
           
3.2 Amended and Restated Bylaws S-1 333-202803 3.2 July 1, 2015
           
4.1 Specimen Common Stock Share Certificate S-1 333-202803 4.1 January 27, 2016
           
10.1 Form of Stock Purchase Agreement by and between the Company and the Purchasers 8-K 001-37776 10.1 April 19, 2021
           
10.2 English Translation of Equity Transfer Agreement dated March 5, 2021 by and between Ankang Longevity Group and Ankang Huazhuo Health Management Co., Ltd.    Filed herewith
           
10.3 English Translation of Equity Transfer Agreement dated March 5, 2021 by and between Ankang Longevity Group and Ankang Huazhuo Health Management Co., Ltd.    Filed herewith
           
10.4 English Translation of Loan Extension Agreement dated February 26, 2021 by and among Ankang Longevity Group, Agricultural Bank of China, and Ankang Caixin Financing Guarantee Co., Ltd.    Filed herewith
           
10.5 English Translation of Loan Extension Agreement dated February 26, 2021 by and among Ankang Longevity Group, Agricultural Bank of China, and Jiping Chen    Filed herewith
           
10.6 Form of Stock Purchase Agreement between the Company and each investor, as currently in effect, and a schedule of all executed Stock Purchase Agreements adopting the same form    Filed herewith
           
31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
           
31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    Filed herewith
           
32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Furnished herewith
           
32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    Furnished herewith
           
101.INS XBRL Instance Document       Filed herewith
           
101.SCH XBRL Taxonomy Extension Schema Linkbase       Filed herewith
           
101.CAL XBRL Taxonomy Extension Calculation Linkbase       Filed herewith
           
101.DEF XBRL Taxonomy Extension Definition Linkbase       Filed herewith
           
101.LAB XBRL Taxonomy Extension Label Linkbase       Filed herewith
           
101.PRE XBRL Taxonomy Extension Presentation Linkbase       Filed herewith

*Exhibit
Number
In accordance with Item 601(b)(32)(ii)Description
31.1Certification of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 herewith are deemedPrincipal Executive Officer pursuant to accompany this Form 10-Q and will not be deemed filed for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filingsRule 13a-14(a)/15d-14(a) under the Securities Exchange Act orof 1934
31.2Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a) under the Securities Exchange Act.Act of 1934
32.1Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. § 1350, as Adopted Pursuant to § 906 of the Sarbanes-Oxley Act of 2002
101.INSInline XBRL Instance Document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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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: May 14,November 15, 2021By:/s/ Ou YangJennifer Zhan
Ou YangJennifer Zhan
Chief Executive Officer
(Principal Executive Officer)
Dated: May 14,November 15, 2021By:/s/ Sai (Sam) Wang
Sai (Sam) Wang
Chief Financial Officer
(Principal Financial and Accounting Officer)

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