Akso Health Group 6-K, filed Jan 3, 2024
Akso Health Group (AHG)
About this 6-K
Akso Health Group filed this 6-K on January 3, 2024.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE
SECURITIES EXCHANGE ACT OF 1934
For the month of January
Commission File Number:
(Translation of registrant’s name into English)
Room 8201-4-4(A), 2nd Floor, Qiantongyuan Building,
No. 44, Moscow Road, Qianwan Bonded Port Area,
Qingdao Pilot Free Trade Zone, China (Shandong)
Tel: +86 152 1005 4919
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F ☒ Form 40-F ☐
Interim Financial Statements
Akso Health Group (formerly known as Xiaobai Maimai Inc.) is furnishing this Form 6-K to provide six-month interim financial statements and incorporate such financial statements into the Company’s registration statements referenced below.
This Form 6-K is hereby incorporated by reference into the registration statements of the Company (the “Company”) on Form S-8 (Registration No. 333-223951) and on Form F-3s, as amended (Registration Nos. No. 333-250020 and 333-252434), to the extent not superseded by documents or reports subsequently filed or furnished by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.
Financial Statements and Exhibits.
Exhibits.
| Exhibit No. | Description | |
| 99.1 | Unaudited Interim Consolidated Financial Statements as of September 30, 2023 and for the Six Months Ended September 30, 2023 and 2022 | |
| 99.2 | Operating and Financial Review and Prospects in Connection with the Unaudited Interim Consolidated Financial Statements for the Six Months Ended September 30, 2023 and 2022 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
SIGNATURE
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 hereunto duly authorized.
| Dated: January 3, 2024 | Akso Health Group | ||
| By: | /s/ Yilin Wang | ||
| Name: | Yilin Wang | ||
| Title: | Chief Executive Officer | ||
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Exhibit 99.1
AKSO HEALTH GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(Expressed in U.S. dollars, except for shares)
| As of | As of | |||||||||||
| September 30, | March 31, | |||||||||||
| Notes | 2023 | 2023 | ||||||||||
| USD | USD | |||||||||||
| ASSETS | ||||||||||||
| CURRENT ASSETS: | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||
| Accounts receivable, net | 4 | |||||||||||
| Prepayments and other assets | 5 | |||||||||||
| Inventories | 6 | |||||||||||
| Current assets held for sale - discontinued operation | 3 | |||||||||||
| Loan receivable - current | 7 | |||||||||||
| TOTAL CURRENT ASSETS | ||||||||||||
| TOTAL ASSETS | $ | $ | ||||||||||
| LIABILITIES AND SHAREHOLDERS’ EQUITY | ||||||||||||
| CURRENT LIABILITIES: | ||||||||||||
| Accrued expenses and other current liabilities | 9 | |||||||||||
| Short-term loan-third parties | 10 | |||||||||||
| Contract liabilities | ||||||||||||
| Taxes payable | 12 | |||||||||||
| Amount due to related parties | 10 | |||||||||||
| Current liabilities held for sale - discontinued operation | 3 | |||||||||||
| TOTAL CURRENT LIABILITIES | ||||||||||||
| TOTAL LIABILITIES | ||||||||||||
| COMMITMENTS AND CONTINGENCIES | ||||||||||||
| SHAREHOLDERS’ EQUITY: | ||||||||||||
| Ordinary share ($ | 17 | |||||||||||
| Additional paid-in capital | ||||||||||||
| Treasury stock ( | ( | ) | ( | ) | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||||||
| Accumulated other comprehensive loss | ( | ) | ( | ) | ||||||||
| TOTAL SHAREHOLDERS’ EQUITY | ||||||||||||
| Non-controlling interest | 2 | |||||||||||
| TOTAL EQUITY | ||||||||||||
| TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY | $ | $ | ||||||||||
See notes to the unaudited condensed consolidated financial statements
AKSO HEALTH GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS)
(Expressed in U.S. dollars, except for shares)
| For the Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| REVENUES | ||||||||
| Sale of medical devices | $ | $ | ||||||
| Tax and surcharges | ( | ) | ( | ) | ||||
| Net Revenues | ||||||||
| Cost of goods sold | ||||||||
| Gross Profit | ||||||||
| OPERATING EXPENSE | ||||||||
| Sales and marketing | ||||||||
| General and administrative | ||||||||
| Total Operating Expenses | ||||||||
| LOSS FROM CONTINUING OPERATIONS | ( | ) | ( | ) | ||||
| OTHER INCOME (EXPENSE) | ||||||||
| Other income | ||||||||
| Other expense | ( | ) | ( | ) | ||||
| Exchange (loss) gain | ( | ) | ||||||
| Total Other (Expense) Income, net | ( | ) | ||||||
| (LOSS) INCOME FROM CONTINUING OPERATION BEFORE INCOME TAXES | ( | ) | ||||||
| PROVISION FOR INCOME TAXES | ||||||||
| NET (LOSS) INCOME FROM CONTINUING OPERATION | ( | ) | ||||||
| Net loss from discontinued operations, net of income taxes | ( | ) | ( | ) | ||||
| Loss from disposal of discontinued operations, net of income taxes | ( | ) | ||||||
| Total loss from discontinued operations | ( | ) | ( | ) | ||||
| NET (LOSS) INCOME | ( | ) | ||||||
| Less: net income attributable to non-controlling interest | ||||||||
| NET (LOSS) INCOME ATTRIBUTABLE TO AKSO’S SHAREHOLDERS | ( | ) | ||||||
| NET (LOSS) INCOME | ( | ) | ||||||
| OTHER COMPREHENSIVE (LOSS) INCOME | ||||||||
| Foreign currency translation adjustment | ( | ) | ( | ) | ||||
| COMPREHENSIVE (LOSS) | ( | ) | ( | ) | ||||
| Less: comprehensive (loss) income attributable to non-controlling interest | ( | ) | ||||||
| COMPREHENSIVE LOSS ATTRIBUTABLE TO AKSO’S SHAREHOLDERS | $ | ( | ) | $ | ( | ) | ||
| Net income (loss) per share | ||||||||
| Basic | $ | ( | ) | $ | ||||
| Diluted | $ | ( | ) | $ | ||||
| Weighted average shares | ||||||||
| Basic | ||||||||
| Diluted | ||||||||
See notes to the unaudited condensed consolidated financial statements
2
AKSO HEALTH GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY (DEFICIT)
(Expressed in U.S. dollars, except share data)
| Accumulated | ||||||||||||||||||||||||||||||||||||
| Other | ||||||||||||||||||||||||||||||||||||
| Ordinary Shares | Additional | Treasury stock | Retained | Comprehensive | Non- | |||||||||||||||||||||||||||||||
| Number of | Paid-in | Number of | Earnings | income(loss) | controlling | |||||||||||||||||||||||||||||||
| Shares | Amount | Capital | Shares | Amount | (Deficit) | (Loss) | interest | Total | ||||||||||||||||||||||||||||
| USD | USD | USD | USD | USD | USD | USD | ||||||||||||||||||||||||||||||
| April 1, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | ( | $ | ( | ) | $ | $ | ||||||||||||||||||||||
| Net income for the period | — | — | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| September 30, 2022 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| April 1, 2023 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
| Net (loss) income for the period | — | — | ( | ) | ( | ) | ||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| September 30, 2023 | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | $ | |||||||||||||||||||||
See notes to the unaudited condensed consolidated financial statements
3
AKSO HEALTH GROUP AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. dollars, except share data)
| For the Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
| Net income (loss) from continuing operation | $ | ( | ) | $ | ||||
| Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities: | ||||||||
| Loss from disposal of discontinued operations | ||||||||
| Provision for doubtful accounts | ||||||||
| Accounts receivable | ( | ) | ||||||
| Prepayments and other assets | ( | ) | ( | ) | ||||
| Inventories | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Contract liabilities | ||||||||
| Taxes payable | ( | ) | ( | ) | ||||
| )Net cash (used in) provided by continuing operations | ( | ) | ||||||
| Net cash provided by (used in) discontinued operations | ( | ) | ||||||
| NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | ( | ) | ||||||
| CASH FLOWS FROM INVESTING ACTIVITIES: | ||||||||
| Cash received from loan repayments | ||||||||
| Net cash provided by continuing operations | ||||||||
| Net cash provided by discontinued operations | ||||||||
| NET CASH PROVIDED BY INVESTING ACTIVITIES | ||||||||
| CASH FLOWS FROM FINANCING ACTIVITIES: | ||||||||
| Repayments of loans due to related parties | ( | ) | ||||||
| Loan from third parties | ||||||||
| Net cash provided by (used in) continuing operations | ( | ) | ||||||
| Net cash provided by (used in) discontinued operations | ||||||||
| NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | ( | ) | ||||||
| EFFECT OF EXCHANGE RATE CHANGE ON CASH | ( | ) | ||||||
| NET INCREASE(DECREASE) IN CASH | ( | ) | ||||||
| CASH AND CASH EQUIVALENTS - beginning of period | ||||||||
| CASH AND CASH EQUIVALENTS - end of period | $ | $ | ||||||
| Less: cash and cash equivalents of discontinued operations at end of period | ||||||||
| Cash and cash equivalents of continuing operations, at end of period | ||||||||
See notes to the unaudited condensed consolidated financial statements
4
AKSO HEALTH GROUP AND SUBSIDIARIES
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 – BUSINESS DESCRIPTION
Organization and description of business
Akso Health Group, formerly known as Xiaobai Maimai Inc., is a limited company incorporated under the laws of the Cayman Islands on April 25, 2016. Akso Health Group (“Akso Health”), its subsidiaries, and consolidated variable interest entities (“VIEs”) (collectively the “Company”), previously operated an online Peer to Peer (“P2P”) marketplace business and micro-lending business in the People’s Republic of China (the “PRC”). Since May 2019, the Company has ceased to issue new loans through its micro-lending business and since October 2019, the Company has ceased to conduct its P2P business. On December 30, 2020, the Company completed the disposition transaction of its P2P business.
In May 2020, the Company launched its social e-commerce platform to offer high-quality and affordable branded products through collaboration with online and offline merchants. In addition, the Company is in the process of developing a new business as a cancer therapy and radiotherapy oncology service provider with operations in the U.S. The Company plans to open 2 vaccine research centers and 100 radiation oncology centers to be located on the east coast serving cancer patients in need of varying stages of treatment, including specialized radiation therapy centers for radiotherapy (RT), personalized consultation, conventional treatment planning, and other cancer related treatment services. On December 3, 2021, the shareholders approved the Company’s plan to change its name to “Akso Health Group”. In January 2022, three centers were established in US and the Company started its business of sales of medical devices in US market. In April 2022, the Company started its sales of medical devices in China market through its subsidiary Qingdao Akso Health Management Co., Ltd. In May 2023, the Company disposed its social E-commerce business and would focus on healthcare business in the future.
| Date of | ||||||||
| incorporation / | Place of | Percentage of | ||||||
| acquisition | incorporation | legal ownership | Principal activities | |||||
| Wholly owned subsidiaries | ||||||||
| We Health Limited (“We Health”) | ||||||||
| We Healthy Limited (“We Healthy”) | ||||||||
| Akso Remote Medical Consultation Center Inc. (“Akso Remote Medical”) | ||||||||
| Akso Online MediTech Co., Ltd.(“Akso Online MediTech”) | ||||||||
| Akso First Health Treatment Center Inc. (“Akso First Health”) | ||||||||
| Qindao Akso Health Management Co., Limited (“Qingdao Akso”) |
5
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of presentation
The accompanying unaudited interim condensed consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”), regarding financial reporting, and include all normal and recurring adjustments that management of the Company considers necessary for a fair presentation of its financial position and operating results. The results of operations for the six months ended September 30, 2023 are not necessarily indicative of results to be expected for any other interim period or for the full year of 2023. Certain prior year balances in the consolidated statements of operations and comprehensive (loss) and cash flows have been reclassified to the current year’s presentation.
All consolidated financial statements and notes to the consolidated financial statements are presented in United States dollars (“US Dollar” or “US$” or “$”).
Basis of consolidation
The accompanying unaudited condensed consolidated financial statements include the financial statements of the Company, its subsidiaries, its consolidated VIEs and VIE’s subsidiaries for which the Company is the primary beneficiary. All inter-company transactions and balances have been eliminated upon consolidation.
Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented. Assets and liabilities of the social E-commerce business were reclassified separately from other assets and liabilities of the Company on the consolidated balance sheets. Refer to Note 1 and Note 3.
Consolidated VIEs
VIE arrangements
In order to comply with the PRC laws and regulations which prohibit or restrict foreign investments into companies involved in restricted businesses, the Company operates its marketplace and restricted businesses in the PRC through certain PRC domestic companies, whose equity interests are held by certain management members of the Company or onshore nominees of the Company (“Nominee Shareholders”). The Company obtained control over these PRC domestic companies by entering into a series of contractual arrangements with these PRC domestic companies and their respective Nominee Shareholders. These contractual agreements cannot be unilaterally terminated by the Nominee Shareholders or the PRC domestic companies. As a result, the Company maintains the ability to control these PRC domestic companies and is entitled to substantially all of the economic benefits from these PRC domestic companies. Management concluded that these PRC domestic companies are VIEs of the Company, of which the Company is the ultimate primary beneficiary. As such, the Company consolidated financial results of these PRC domestic companies and their subsidiaries in the Group’s consolidated financial statements. The principal terms of the agreements entered into amongst the VIEs, their respective shareholders and the WFOE are further described below.
Exclusive Business Cooperation Agreements
The Exclusive Business Cooperation
Agreements enable the WOFE to receive substantially all of the assets and business of the VIEs in the PRC.
Equity Interest Pledge Agreements
Pursuant to the Equity Interest Pledge Agreements, each Shareholder of the VIEs agreed to pledge their equity interest in the VIEs to the WOFE to secure the performance of the VIEs’ obligations under the Exclusive Business Cooperation Agreements and any such agreements to be entered into in the future. Shareholders of the VIEs agreed not to transfer, sell, pledge, dispose of or otherwise create any encumbrance on their equity interests in the VIEs without the prior written consent of the WOFE. The Pledges became effective on such date when the pledge of the Equity Interest contemplated herein were registered with the relevant administration for industry and commerce (the “AIC”) and remain effective until all contract obligations have been fully performed and all secured indebtedness has been fully paid.
6
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basis of consolidation - continued
Consolidated VIEs (Continued)
Exclusive Option Agreements
Pursuant to the Exclusive
Option Agreements, each of the Shareholders of the VIE irrevocably grant the WOFE an irrevocable and exclusive right to purchase, or designate
one or more persons (including individuals, corporations, partnerships, partners, enterprises, trusts or non-corporate organizations)
to purchase the equity interests in the VIEs then held by such Shareholder of the VIEs once or at multiple times at any time in part or
in whole at the WOFE’s sole and absolute discretion to the extent permitted by Chinese laws at the price of RMB
Loan Agreements
Pursuant to the
Power of Attorney
Each Shareholder of the VIEs, executed a Power of Attorney agreement with the WOFE and the VIEs, whereby Shareholders of the VIEs irrevocably appoint and constitute the WOFE as their attorney-in-fact to exercise on the shareholders’ behalf any and all rights that Shareholders of the VIEs have in respect of their equity interests in the VIEs. These three Power of Attorney documents remain irrevocable and continuously effective and valid as long as the original shareholders of the VIEs remain as the Shareholders of the VIEs.
Risks in relation to the VIE structure
The Company believes that the contractual arrangements with its VIEs and their respective shareholders are in compliance with the PRC laws and regulations and are legally enforceable. However, uncertainties in the PRC legal system could limit the Company’s ability to enforce the contractual arrangements. If the legal structure and contractual arrangements were found to be in violation of the PRC laws and regulations, the PRC government could:
| ● | revoke the business and operating licenses of the Company’s PRC subsidiary and VIEs; |
| ● | discontinue or restrict the operations of any related-party transactions between the Company’s PRC subsidiary and VIEs; |
| ● | limit the Company’s business expansion in the PRC by way of entering into contractual arrangements; |
| ● | impose fines or other requirements with which the Company’s PRC subsidiary and VIEs may not be able to comply; |
| ● | require the Company or the Company’s PRC subsidiary and VIEs to restructure the relevant ownership structure or operations; and/or |
| ● | restrict or prohibit the Company’s use of the proceeds of the additional public offering to finance the Company’s business and operations in the PRC. |
The Company’s ability to conduct its Online Marketplace business may be negatively affected if the PRC government were to carry out any of the aforementioned actions. As a result, the Company may not be able to consolidate its VIEs in its consolidated financial statements as it may lose the ability to exert effective control over the VIEs and their respective shareholders and it may lose the ability to receive economic benefits from the VIEs. The Company, however, does not believe such actions would result in the liquidation or dissolution of the Company, its PRC subsidiary and VIEs.
7
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Basis of consolidation - continued
Consolidated VIEs (Continued)
The interests of the shareholders of VIEs may diverge from that of the Company and that may potentially increase the risk that they would seek to act contrary to the contractual terms, for example by influencing the VIEs not to pay the service fees when required to do so. The Company cannot assure that when conflicts of interest arise, shareholders of the VIEs will act in the best interests of the Company or that conflicts of interests will be resolved in the Company’s favor. Currently, the Company does not have existing arrangements to address potential conflicts of interest the shareholders of the VIEs may encounter in their capacity as beneficial owners and directors of the VIEs, on the one hand, and as beneficial owners and directors of the Company, on the other hand. The Company believes the shareholders of VIEs will not act contrary to any of the contractual arrangements and the exclusive option agreements provide the Company with a mechanism to remove the current shareholders of the VIEs should they act to the detriment of the Company. The Company relies on certain current shareholders of the VIEs to fulfill their fiduciary duties and abide by laws of the PRC and act in the best interest of the Company. If the Company cannot resolve any conflicts of interest or disputes between the Company and the shareholders of the VIEs, the Company would have to rely on legal proceedings, which could result in disruption of its business, and there is substantial uncertainty as to the outcome of any such legal proceedings.
In May 2023, the Company completed the disposal of its social E-commerce
business, which was operated by the consolidated VIEs.
| As of | As of | |||||||
| September 30, 2023 | March 31, 2023 | |||||||
| USD | USD | |||||||
| Current Assets: | ||||||||
| Cash and cash equivalents | ||||||||
| Accounts receivable, net | ||||||||
| Prepayments and other assets | ||||||||
| Amounts due from related parties | ||||||||
| Total Current Assets | ||||||||
| Property, equipment and software, net | ||||||||
| Total Assets | ||||||||
| Current Liabilities | ||||||||
| Accrued expenses and other current liabilities | ||||||||
| Taxes payable | ( | ) | ||||||
| Total Current Liabilities | ||||||||
| Total Liabilities | ||||||||
| For the Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| Net revenues | ||||||||
| Net loss | ( | ) | ||||||
| For Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| Net cash provided by (used in) operating activities | ( | ) | ||||||
| Net cash provided by (used in) investing activities | ||||||||
| Net cash provided by (used in) financing activities | ( | ) | ||||||
8
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Uses of estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during each reporting period. Actual results could differ from such estimates. Significant accounting estimates reflected in the Company’s consolidated financial statements include estimates and judgments applied in allocation of revenue with various performance obligations, allowance for accounts receivable valuation allowance for deferred tax assets, valuation of share-based compensation and allowance for loans receivable and other receivable.
Fair value of financial instruments
Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and the market-based risk measurement or assumptions that market participants would use when pricing the asset or liability.
The Company follows the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“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 — Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
Level 2 — Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other than quoted prices that are observable, and inputs derived from or corroborated by observable market data.
Level 3 — Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.
The carrying amounts reported in the balance sheets for cash, receivables, prepayments and other assets, loan principal and interest receivable, approximate their fair value based on the short-term maturity of these instruments. The Company did not transfer any assets or liabilities in or out of level 3 during the periods ended September 30, 2023 and March 31, 2023.
Discontinued Operations
A component of a reporting entity or a group of components of a reporting entity that are disposed or meet the criteria to be classified as held for sale, such as the management, having the authority to approve the action, commits to a plan to sell the disposal group, should be reported in 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. Discontinued operations are reported when a component of an entity comprising operations and cash flows that can be clearly distinguished, operationally and for financial reporting purposes, from the rest of the entity is classified as held for disposal or has been disposed of, if the component either (1) represents a strategic shift or (2) have a major impact on an entity’s financial results and operations. Included in the consolidated statements of operations and comprehensive (loss) income, result from discontinued operations have been reported separately from the income and expenses from continuing operations and prior periods have been presented on a reclassified comparative basis. In order to present the financial effects of the continuing operations and discontinued operations, revenues and expenses arising from intra-group transactions are eliminated except for those revenues and expenses that are considered to continue after the disposal of the discontinued operations.
Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented.
9
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue recognition
In February 2022, the Company started its business in the US market for the sale of medical devices. In May 2020, the Company launched its social E-commerce platform and built collaboration with domestic mainstream E-commerce marketplaces. The Company provides recommendation services by referring certain interested users to those marketplaces for high-quality and affordable branded products. Prior to business transformation, the Company through its P2P business offered online consumer lending-related service in fiscal year 2020, which was discontinued in fiscal year 2021 and disposed on December 30, 2020. In May 2023, the Company disposed its social E-commerce business The Company presents value added taxes (“VAT”) as a reduction of revenues.
Revenues generated are accounted under Accounting Standards Update (ASU) 2014-09, “Revenue from contracts with Customers” (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, the Company applies the following steps:
Step 1: Identify the contract (s) with a customer
Step 2: Identify the performance obligations in the contract
Step 3: Determine the transaction price
Step 4: Allocate the transaction price to the performance obligations in the contract
Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation
Online marketplace services
| ● | Commission revenue |
The commission services revenue primarily consists of commission fees charged to the online E-commerce marketplace for recommending users to purchase on their marketplaces, where the Company generally is acting as an agent and its performance obligation is to provide recommendation services for purchasing specified goods or services by those third-party sellers, is not responsible for fulfilling the promise to provide the specified goods or services, and does not have the ability to control the related shipping services when utilized by the third-party sellers. Upon successful sales, the Company will charge the online E-commerce companies a negotiated amount or a fixed rate commission fee based on the sales amount. Commission services revenues are recognized on a net basis at the point of receipt of products, net of a return allowance and incentives to consumers or channels.
In order to promote its online marketplace and attract more registered
consumers, the Company at its own discretion offers incentives to consumers. Consumers are not customers of the Company, therefore incentives
offered to consumers are not considered payments to customers. Such incentives offered to consumers were as a reward for purchasing by
themselves or their sharing through our platform. Incentives provided to consumers are specific to any merchant and are recognized as
a reduction of commission service revenue. For the six months ended September 30, 2023 and 2022, the total amount of incentives was
and US$
10
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Revenue recognition - continued
| ● | Sales of medical devices |
Since February 2022, through its subsidiary Akso Online MediTech, the Company engaged in the sale of Covid-19 Antigen Rapid Tests in US market. Akso Online MediTech purchases medical devices in quantity and distributes products primarily to medical products dealers. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.
Since April 2022, through its subsidiary Qingdao Akso engaged in the sales of medical devices such as cardioverter-defibrillators and anesthesia laryngoscope in the market of China. Qingdao Akso purchased devices in quantity and distributes products primarily to medical products dealers or end-users. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start the business.
| ● | Disaggregation of revenue |
| For the Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| Revenue | ||||||||
| Revenue from medical devices | ||||||||
| Total revenues | ||||||||
| Tax and surcharges | ( | ) | ( | ) | ||||
| Net Revenues | ||||||||
Cash and cash equivalents
Cash and cash equivalents represent cash on hand, unrestricted demand deposits, and other short-term highly liquid investments placed with banks, which have original maturities of three months or less and are readily convertible to known amounts of cash.
11
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Accounts receivable and allowance for uncollectible accounts
Accounts receivable are
mainly receivables from sales of medical devices business, which are
stated at the historical carrying amount net of allowance for uncollectible accounts. The Company establishes an allowance for
uncollectible accounts receivable based on estimates, historical experience and other factors surrounding the credit risk of
specific customers. Uncollectible accounts receivables are written off when a settlement is reached for an amount that is less than
the outstanding historical balance or when the Company has determined that is not probable for the balance to be collected.
Beginning on April 1, 2020, the Company evaluates its accounts receivable for expected credit losses on a regular basis. The Company
maintains an estimated allowance for credit losses to reduce its accounts receivable to the amount that it believes will be
collected. The Company uses the length of time a balance has been outstanding, the payment history, creditworthiness and financial
conditions of the customers and industry trend as credit quality indicators to monitor the Company’s
receivables within the scope of expected credit losses model and use these as a basis to develop the Company’s
expected loss estimates. The Company adjusts the allowance percentage periodically when there are significant differences between
estimated bad debts and actual bad debts. If there is strong evidence indicating that the accounts receivable is likely to be
unrecoverable, the Company also makes a specific allowance in the period in which a loss is determined to be probable. Accounts
receivable balances are written off after all collection efforts have been exhausted. As of September 30, 2023 and March 31, 2023,
the allowance for uncollectible accounts receivable balance was US$
Inventories
Inventories are comprised of finished goods, which are defibrillators and anesthesia laryngoscope, and are stated at the lower of cost or net realizable value using first in first out (FIFO) method. Management reviews inventories for obsolescence and cost in excess of net realizable value periodically when appropriate and records a reserve against the inventory when the carrying value exceeds net realizable value. As of September 30, 2023 and March 31, 2023, the Company determined that no allowance was necessary.
Contract liabilities
Contract liabilities on uncompleted contracts represent the amounts of cash collected from clients, billings to clients on contracts in advance of work performed and revenue recognized. The majority of these amounts are expected to be earned within twelve months and are classified as current liabilities.
Impairment of long-lived assets
The carrying value of the long-lived assets are reviewed for impairment, whenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of assets to be held and used is evaluated by a comparison of the carrying amount of assets to future undiscounted net cash flows expected to be generated by the assets. Such assets are considered to be impaired if the sum of the expected undiscounted cash flows is less than carrying amount of the assets. The impairment to be recognized is measured by the amount by which the carrying amounts of the assets exceed the fair value of the assets. impairment loss was recognized for the six months ended September 30, 2023 and 2022.
Advertising and promotion expenses
The Company recognizes its advertising and promotion expenses as sales
and marketing expense. Advertising expenses represent expenses for placing advertisements on television, radio and in newspapers, as well
as on internet websites and search engines. Advertising and promotion cost are expensed as incurred. For the six months ended September
30, 2023 and 2022, the advertising and promotion expense was and US$
12
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Lease
Upon the adoption of FASB ASC 842 on April 1, 2019 using the modified retrospective method, the Company determines if an arrangement is a lease or contains a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities, in the Company’s consolidated balance sheets. The Company does not have any finance leases as of the adoption date or September 30, 2023.
ROU represents the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. When determining the lease term, the Company includes options to extend or terminate the lease when it is reasonably certain that it will exercise that option, if any. As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate, which it calculates based on the credit quality of the Company and by comparing interest rates available in the market for similar borrowings, and adjusting this amount based on the impact of collateral over the term of each lease.
For
operating lease with a term of
Warrants
The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) ASC 480 “Distinguishing Liabilities from Equity” (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, whether they meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own common stock and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent annually period end date while the warrants are outstanding.
For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of equity at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded as liabilities at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations (Note 16).
13
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Treasury stock
Treasury stock represents ordinary shares repurchased by the Company that are no longer outstanding and are held by the Company. The repurchase of ordinary shares is accounted for under the cost method whereby the entire cost of the acquired shares are recorded as treasury stock. The cost of treasury stock is transferred to “additional paid-in capital” when it is re-issued for the purpose of share options exercised and share awards.
Income taxes
The Company accounts for current income taxes in accordance with the laws of the relevant tax authorities. The charge for taxation is based on the results for the fiscal year as adjusted for items, which are non-assessable or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the balance sheet date.
The Company accounts for income tax under the asset and liability method, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of the events that have been included in the financial statements or tax returns. Under this method, deferred income taxes will be recognized if significant temporary differences between tax and financial statements occur. A valuation allowance is established against net deferred tax assets when it is more likely that some portion or all of the net deferred tax asset will not be realized. For the six months ended September 30, 2023 and 2022, the Company provided a full valuation allowance on the net deferred tax assets.
The Company may be subject to challenges from taxing authorities regarding the amounts of taxes due. These challenges may alter the timing or amount of taxable income or deductions. Management determines whether the benefits of its tax positions are more-likely-than-not of being sustained upon audit based on the technical merits of the tax position. The Company records a liability for uncertain tax positions when it is probable that a loss has been incurred and the amount can be reasonably estimated.
An uncertain tax position is recognized as a benefit only if it is “more likely than not” that the tax position would be sustained in a tax examination, with a tax examination being presumed to occur. For tax positions not meeting the “more likely than not” test, no tax benefit is recorded. Penalties and interest incurred related to underpayment of income taxes are classified as income tax expense in the period incurred. The Company evaluates each uncertain tax position (including the potential application of interest and penalties) based on the technical merits, and measures the unrecognized benefits associated with the tax positions. As of September 30, 2023 and March 31, 2023, the Company did not have any significant unrecognized uncertain tax positions. The Company does not believe that its unrecognized tax benefits will change over the next twelve months.
14
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Noncontrolling interests
Noncontrolling interest consists
of
| September 30, | March 31, | |||||||
| 2023 | 2023 | |||||||
| USD | USD | |||||||
| We Healthy | ||||||||
Earnings (loss) per share
The Company computes earnings per share (“EPS”) in accordance with FASB ASC 260, “Earnings per Share” (“ASC 260”). ASC 260 requires public companies with capital structures to present basic and diluted EPS. Basic EPS is measured as net income (loss) attributed to ordinary shareholders divided by the weighted average number of ordinary shares outstanding for the period. Diluted EPS is similar to basic EPS but presents the dilutive effect on a per share basis of potential ordinary shares (e.g., convertible securities, options and warrants) as if they had been converted at the beginning of the periods presented, or issuance date, if later. Potential ordinary 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.
Foreign currency translation
The reporting currency of the Company is the U.S. Dollar. The Company’s subsidiaries with operations in mainland China, the Hong Kong Special Administrative Region of the PRC (“Hong Kong” or “Hong Kong S.A.R.”), and the United States generally use their respective local currencies as their functional currencies. The Company’s financial statements have been translated into the reporting currency. Assets and liabilities of the Company are translated at the exchange rate at each reporting period end date. Equity is translated at historical rates. Income and expense accounts are translated at the average exchange rate during the reporting period. The resulting translation adjustments are reported under accumulated other comprehensive income (loss). Transactions denominated in currencies other than functional currency are translated into the functional currency at the exchange rates quoted by authoritative banks prevailing at the dates of the transactions. Exchange gains and losses resulting from those foreign currency transactions denominated in a currency other than the functional currency are recorded in “other income (expense)” in the consolidated statements of operations and comprehensive income. The RMB is not freely convertible into foreign currency and all foreign exchange transactions must take place through authorized institutions. No representation is made that any RMB amounts could have been, or could be, converted, realized or settled into USD at the rates used in translation.
| For the Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| US Exchange Rate | ||||||||
| Period-end RMB | ||||||||
| Period average RMB | ||||||||
15
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Significant risks and uncertainties
Foreign currency risk
RMB is not a freely convertible
currency. The State Administration for Foreign Exchange, under the authority of the People’s Bank of China, controls the conversion
of RMB into foreign currencies. The value of RMB is subject to changes in central government policies and to international economic and
political developments affecting supply and demand in the China Foreign Exchange Trading System market. The Company’s cash and cash
equivalents denominated in RMB amounted to US$
Concentration of credit risk
Financial instruments that
potentially expose the Company to significant concentration of credit risk primarily included in the financial lines of cash and cash
equivalents, accounts receivable, loan receivables, other receivables and prepayments and other assets. As of September 30, 2023, substantially
all of the Company’s cash and cash equivalents were held by major financial institutions located worldwide, including mainland China
and Unite State. According to the China Bank Deposit Insurance Ordinance, the deposits at each bank is covered by insurance with an upper
limit of RMB
Accounts receivable are typically unsecured and are derived from revenue earned from customers in the PRC. The risk with respect to accounts receivable is mitigated by credit evaluations the Company performs on its customers and its ongoing monitoring process of outstanding balances.
Customer concentration risk
For the six months ended
September 30, 2023, two customers accounted for
Vendor concentration risk
For the six months ended
September 30, 2023, one vendor accounted for
16
Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Significant risks and uncertainties – continued
Recent Accounting Pronouncements
There are no recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, consolidated statements of operations and comprehensive loss (income) and consolidated statements of cash flows.
Note 3 – DISCONTINUED OPERATION
On December 16, 2020, Beijing Hexin Yongheng Technology
Development Co., Ltd. (“Hexin Yongheng”), a wholly-owned subsidiary of the Company, Kuaishangche Automobile Leasing Co., Ltd.
(“Kuaishangche”), a company not directly associated with the Company, Hexin E-Commerce Company Limited (“Hexin E-Commerce”),
and individual shareholders of Hexin E-Commerce entered into an assignment and assumption agreement (the “Agreement”). Pursuant
to the Agreement, Hexin Yongheng agreed to assign and transfer to Kuaishangche the control over Hexin E-Commerce, in exchange for cash
consideration of RMB
On May 10, 2023, Akso Health Group (the “Company” or the
“Seller”), HX Asia Investment Limited, a British Virgin Islands company (“HX Asia”), HX China Investment Limited,
a British Virgin Islands company (“HX China”), and Hexindai Hong Kong Limited, a Hong Kong company (“Hexindai”
and together with HX Asia and HX China, the “Targets”), and Umbrella Capital Investment Co., Ltd, a British Virgin Islands
company which is not affiliate of the Company of any of its directors or officers (the “Purchaser”) entered into certain share
purchase agreement (the “Disposition SPA”). Pursuant to the Disposition SPA, the Purchaser agreed to purchase the Targets
in exchange for cash consideration of US$
The discontinued operation represents a strategic shift that has a major effect on the Company’s operations and financial results, which triggers discontinued operations accounting in accordance with FASB ASC 205-20-45. The assets and liabilities related to the discontinued operations are classified as assets/liabilities of discontinued operations as of March 31, 2023, while results of operations related to the discontinued operations for the six months ended September 30, 2023 and 2022, were reported as income (loss) from discontinued operations.
| For the six months ended September 31, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| Net Revenues | ||||||||
| Operating costs and expenses | ||||||||
| Loss from discontinued operations | ( | ) | ( | ) | ||||
| Other income (expense), net | ( | ) | ||||||
| Loss before tax | ( | ) | ( | ) | ||||
| Income tax provision | ||||||||
| Net loss from discontinued operations, net of tax | ( | ) | ( | ) | ||||
| Loss on sale of discontinued operations, net of taxes | ( | ) | ||||||
| Net loss from disposition subsidiaries | ( | ) | ( | ) | ||||
| March 31, 2023 | ||||
| USD | ||||
| Cash and cash equivalents | ||||
| Accounts receivable, net | ||||
| Prepayments and other assets | ||||
| Property, plant and equipment, net | ||||
| Current assets held for sale-discontinued operation | ||||
| Accrued expenses and other current liabilities | ||||
| Taxes | ||||
| Total liabilities of Discontinued Operations | ||||
17
Note 3 – DISCONTINUED OPERATION (Continued)
| May 19, 2023 | ||||
| US$ | ||||
| Cash and cash equivalents | ||||
| Accounts receivable, net | ||||
| Prepayments and other assets | ||||
| Property, plant and equipment, net | ||||
| Account payable | ( | ) | ||
| Accrued expenses and other current liabilities | ( | ) | ||
| Net assets | ||||
| Fair value of the consideration | ||||
| Loss on sale of discontinued operations, net of taxes | ( | ) | ||
Note 4 – ACCOUNTS RECEIVABLE, NET
| As of | As of | |||||||
| September 30, 2023 | March 31, 2023 | |||||||
| USD | USD | |||||||
| Accounts receivable | ||||||||
| Allowance for uncollectible accounts receivable | ( | ) | ( | ) | ||||
| Accounts receivable, net | ||||||||
Note 5 – PREPAYMENTS AND OTHER ASSETS
| As of | As of | |||||||
| September 30, 2023 | March 31, 2023 | |||||||
| USD | USD | |||||||
| Deposit | ||||||||
| Prepayments to suppliers and others | ||||||||
| Total prepayments and other assets | ||||||||
Note 6 – INVENTORIES
As of September 30 and
March 31, 2023, inventory consisted of finished goods, which were medical devices such as cardioverter-defibrillators and anesthesia
laryngoscope, valued at US$
Note 7 – LOAN RECEIVABLES
| As of | As of | |||||||
| September 30, 2023 | March 31, 2023 | |||||||
| USD | USD | |||||||
| Loan receivables | ||||||||
| Allowance for uncollectible loan receivables | ||||||||
| Loan receivables, net | ||||||||
| Loan receivables – current | ||||||||
| Loan receivables – non-current | ||||||||
In March 2023, the Company
lent a total of US$
18
Note 8 – RIGHT OF USE LEASE ASSETS
The Company had several operating leases for offices in the PRC. The related lease agreements do not contain any material residual value guarantees or material restrictive covenants.
Effective April 1, 2019, the Company adopted the new lease accounting
standard using a modified retrospective transition method which allowed the Company not to recast comparative periods presented in its
consolidated financial statements. In addition, the Company elected the
The Company’s operating
leases primarily include leases for office space. The current portion of operating lease liabilities and the non-current portion of operating
lease liabilities are presented on the consolidated balance sheets. For operating lease with a term of
Note 9 – ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
| As of | As of | |||||||
| September 30, 2023 | March 31, 2023 | |||||||
| USD | USD | |||||||
| Accrued payroll and benefits | ||||||||
| Professional fees and other accrued expenses | ||||||||
| Interest payable | ||||||||
19
Note 10 – SHORT-TERM LOAN – THIRD PARTIES
From April to July 2023, the Company through its subsidiary, Akso Online
Meditech Co., Ltd. entered into three loan agreements with a third party to borrow a total of US$
Note 11 – RELATED PARTY BALANCES AND TRANSACTIONS
On August 26, 2021, the Company entered into a loan agreement with
Webao Limited, the majority shareholder of the Company, for a loan of US$
On January 24, 2022, the Company entered into a loan agreement with
SOS Information Technology New York, Inc. (“SOS NY”), one of our senior management was the related party of SOS Limited, for
a loan of US$
Note 12 – EMPLOYEE BENEFITS
The Company has made the required employee benefit contributions in
accordance with relevant rules and regulations in the PRC. Such contributions include funding for retirement insurance, unemployment insurance,
medical insurance, work injury insurance and maternity insurance. The Company recorded the contributions in salary and employee charges
at specified percentages of the salaries, bonuses and certain allowances of its employees, up to a maximum amount specified by the local
government. The contributions made by the Company were US$
Note 13 – TAXES PAYABLE
| As of September 30, 2023 | As of March 31, 2023 | |||||||
| USD | USD | |||||||
| Income taxes payable | ||||||||
| Other taxes payable | ||||||||
| Total taxes payable | ||||||||
20
Note 14 – INCOME TAXES
Cayman Islands
Akso Health was incorporated in the Cayman Islands and is not subject to income taxes or capital gain under current laws of Cayman Islands.
Hong Kong
HK Hexindai and We Healthy Limited are investment holding companies registered in Hong Kong and exempted from income tax on its foreign-derived income.
United States
The Company’s subsidiaries
established in the U.S. are incorporated in the U.S. and is subject to both federal and state income taxes for its business operation
in the U.S. The applicable tax rate is
PRC
The Company’s subsidiaries
and VIEs established in the PRC are subject to the PRC statutory income tax rate of
Note 15 – EARNINGS (LOSS) PER SHARE (“EPS” or “LPS”)
Basic EPS or LPS is the amount
of net earnings available to each share of ordinary shares outstanding during the reporting period. Diluted EPS is the amount of net earnings
available to each share of ordinary shares outstanding during the reporting period adjusted to include the effect of potentially dilutive
ordinary shares.
| For the Six Months Ended September 30, | ||||||||
| 2023 | 2022 | |||||||
| USD | USD | |||||||
| Numerator: | ||||||||
| Net (loss) income attributable to Akso Health Group’s shareholders | ( | ) | ||||||
| Denominator: | ||||||||
| Weighted average number of ordinary shares outstanding-basic | ||||||||
| Weighted average number of dilutive potential ordinary shares from share options | ||||||||
| Weighted average number of ordinary shares outstanding-diluted | ||||||||
| Basic (loss) earnings per common share | ( | ) | ||||||
| Diluted (loss) earnings per common share | ( | ) | ||||||
21
Note 16 – SHAREHOLDERS’ EQUITY
Akso Health was established
under the laws of the Cayman Islands on April 25, 2016. The authorized number of ordinary shares is
Private Placement
On August 9, 2021, the Company
entered into a certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” pursuant to which
the Company agreed to sell an aggregate of
The Warrants are exercisable
immediately upon the date of issuance at an initial exercise price of $
Warrants
The Company accounts for the warrants issued in connection with the private placement in accordance with the guidance contained in ASC 815-40. The Company’s management has examined the warrants and determined that these warrants qualify for equity treatment in the Company’s financial statements.
As of September 30, 2023,
the Company had
| Warrants | Weighted Average Exercise Price | Aggregate Intrinsic Value | ||||||||||
| Warrants outstanding, as of March 31, 2023 | ||||||||||||
| Issued | $ | — | ||||||||||
| Exercised | ||||||||||||
| Expired | ||||||||||||
| Warrants outstanding, as of September 30, 2023 | $ | |||||||||||
| Warrants exercisable, as of September 30, 2023 | $ | |||||||||||
22
Note 17 – TREASURY STOCK
On December 10, 2018, the
Company announced that its board of directors authorized a share repurchase program under which the Company may repurchase up to US$
Note 18 – RESTRICTED NET ASSETS
Restricted Net Assets
As a result of the PRC laws
and regulations and the requirement that distributions by the PRC entities can only be paid out of distributable profits computed in accordance
with the PRC GAAP, the PRC entities are restricted from transferring a portion of their net assets to the Company. The restricted net
assets consist of paid in capital, capital reserve and statutory reserves of the Company’s PRC entities. As of September 30, 2023
and March 31, 2023, the restricted net assets that are not available for distribution amounted to approximately US$
Statutory Reserve
Pursuant to the Company Law
of the PRC, each of the PRC entities is required to appropriate
Note 19 – COMMITMENTS AND CONTINGENCIES
Contingencies
In the ordinary course of business, the Company may be subject to legal proceedings regarding contractual and employment relationships and a variety of other matters. The Company records contingent liabilities resulting from such claims, when a loss is assessed to be probable and the amount of the loss is reasonably estimable. As of September 30, 2023 and March 31, 2023, no such contingent liabilities are assessed as probable.
Note 20 – SUBSEQUENT EVENTS
On November 17, 2023, the Company announced its new business plan to explore online hospital and chain pharmacies segments in China. The Company plans to acquire online hospital(s) in certain cities of China which provides online medical consultations for initial diagnosis, follow-up consultations, and management of chronic diseases, providing patients with an efficient and convenient solution to manage their health online through their smartphones or computers. In addition to acquire online hospital(s), the Company also plans to acquire multiple independent pharmacies nationwide throughout China, integrating and operating the pharmacies as a chain using our extensive offline resources and IT solutions. The Company plans to build a new type of pharmacy operation and management system, as well as digital operation and sales solutions for its pharmacies, thereby enhancing its competitiveness and overcoming the current difficulties in the industry. As of the date of this report, the Company has not entered into any binding agreement nor letter of intent with regard to acquisition of online hospitals or pharmacies.
On November 16, 2023, the Company
entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”)
as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company
agreed to sell up to an aggregate of
On October 2, 2023, Akso Health
Group (the “Company”) entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S.
Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities
Act”) pursuant to which the Company agreed to sell an aggregate of
23
Exhibit 99.2
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
The information in this report contains forward-looking statements. All statements other than statements of historical fact made in this report are forward looking. In particular, the statements herein regarding industry prospects and future results of operations or financial position are forward-looking statements. These forward-looking statements can be identified by the use of words such as “believes,” “estimates,” “could,” “possibly,” “probably,” anticipates,” “projects,” “expects,” “may,” “will,” or “should” or other variations or similar words. No assurances can be given that the future results anticipated by the forward-looking statements will be achieved. Forward-looking statements reflect management’s current expectations and are inherently uncertain. Our actual results may differ significantly from management’s expectations.
The following discussion and analysis should be read in conjunction with our financial statements, included herewith. This discussion should not be construed to imply that the results discussed herein will necessarily continue into the future, or that any conclusion reached herein will necessarily be indicative of actual operating results in the future. Such discussion represents only the best present assessment of our management.
A. Operating Results
Overview
Our Business
Historically, we generated revenues primarily from our loan facilitation services, post-origination services, and other related services. On December 30, 2020, we completed the disposal of P2P Business, which historically operated our loan facilitation services, post-origination services, and other related services.
Since August 2017, the Company started its microlending business and lent funds to borrowers up to their approved credit through its consolidated VIE. Interest income from microlending business was recognized based on the contractual interest rates of the loan. Since May 2019, the Company has ceased to issue new loans. In May 2020, the Company launched its social E-commerce business as a new business line for business transition The Company cooperate with major domestic e-commerce platforms and services marketplaces to offer high-quality and affordable products to consumers in China, and earn commission from those e-commerce platforms. In May 2023, the Company disposed its social E-commerce related business, as a result, the operating results of social E-commerce business and microlending business have been retrospectively reclassified under discontinued operations for the periods ended September 30, 2022 and 2023, respectively. As of September 30, 2023, the outstanding balance of loan receivable, net of allowance was nil.
On January 4, 2022, we incorporated Akso Online Meditech Co., Ltd. (“Akso Online MediTech”) in the State of Wyoming and have begun the sale of COVID-19 Rapid Antigen test kits through Akso Online Meditech as of the date of this report. Akso Online Meditech has entered into a supply agreement to purchase “iHealth” branded COVID-19 Rapid Antigen test kits from its supplier and sells these test kits to distributers in the United States. Since the end of COVID-19 in the beginning of 2023, the Company ceased the sale of COVID-19 Rapid Antigen test kits in US market.
On January 26, 2022, we incorporated Qingdao Akso Health Management Co., Ltd. (“Qingdao Akso”) in Shandong Province, China and have begun the sales of medical devices through Qingdao Akso since April 2022. Qingdao Akso has entered into supply agreements to purchase medical devices such as defibrillators, anesthesia laryngoscope from its supplier and sells these devices to distributers or end-users in China.
Our net revenues were USD11.9 million and USD 0.9 million for the six months ended September 30, 2022 and 2023, respectively. We had net income of USD 0.8 million and net losses of USD 3.5 million for the six months ended September 30, 2022, and 2023, respectively.
The e-commerce business
We were formally known as Hexindai Inc., and used to be engaged in the business of providing online facilitation related services via our consumer lending marketplace in China, facilitating loans to meet the increasing consumption demand of the emerging middle class in China from 2017 to 2019. Hexindai Inc. was a mobile e-commerce and consumer lending platform in China until it disposed of Hexin E-Commerce in December 2020 and changed its name to Xiaobai Maimai Inc. As part of its transition into the social e-commerce platform business, in May 2020, we launched a new form of social e-commerce mobile platform, Xiaobai Maimai App, offering high-quality and affordable branded products. Xiaobai Maimai leverages its cooperation with major domestic e-commerce platforms and services marketplaces as part of its integrated buyer resources to select and source the most desirable goods and services. Xiaobai Maimai rewards customers with a small commission for every purchase, share or recommendation of a product made to friends.
In August 2020, Xiaobai Maimai underwent an upgrade to offer an even wider variety of high-quality products covering food and beverage, wine, cosmetic products, fashion and apparel, entertainment, houseware, home appliances and cost-saving promotions at petrol gas stations nationwide. On Xiaobai Maimai App, customers can easily compare superior products at competitive prices without having to change their shopping preferences or switch between different online merchants. It is also a convenient, one-stop platform for customers to not only save big on daily necessities when they shop online, but also stay informed of the latest promotions with attractive discounts, coupons and rebates on the application.
In May 2023, the Company disposed its social E-commerce business for cash consideration of US$215,000 and currently focus on healthcare equipment and products trading.
Healthcare equipment and products trading and radiation oncology service business
Sales of medical devices
Through our operating subsidiaries, Akso Online Meditech and Qingdao Akso, we are mainly specialized in the sales of medical devices both in China and the United States.
Since February 2022, Akso Online Meditech purchased “iHealth” branded COVID-19 Rapid Antigen test kits from a supplier in Hong Kong and sold these test kits to distributors in the United States. Since the end of COVID-19 in the beginning of 2023, the Company ceased the sale of COVID-19 Rapid Antigen test kits in US market.
Since April 2022, the Company has engaged in the sale of medical devices such as defibrillators and anesthesia laryngoscope through its subsidiary, Qingdao Akso, in China. Qingdao Akso purchases these medical devices in bulk from its suppliers and distributes the products to downstream distributors and end-users.
Akso Health’s radiation oncology services business
On September 24, 2021, the Board of Directors approved our new business plan to enter the radiation oncology services market in the U.S. On September 26, 2021, we signed a product purchase agreement with a third-party supplier to purchase equipment for the new cancer therapy and radiation oncology business. The total price of the equipment was approximately US$12.7 million. We prepaid 80% of the purchase price and planned to pay the balance after the equipment was received and installed. In February 2022, affected by the continuous influence of COVID-19 and the global chip shortage, we terminated the purchase agreement and the prepayment for equipment purchase has been refunded. We intend to keep pursuing business opportunities in this sector under the guidance of Dr. Yingxian Liu.
Discontinued Operations
Due to the disposal of the social E-commerce business, which represented a strategic shift and had a major effect on the Company’s results of operations, revenues, costs and expenses related to the social E-commerce business have been reclassified in the accompanying consolidated financial statements as discontinued operations for all the periods presented.
Property
All operation of the Company occurred in Qingdao Qingbao Business Secretary Co., Ltd’s facility. The facility’s address was:
Room 2022-0010 (A), 1st Floor, East Office Building, No. 45 Beijing Road, Qianwan Bonded Port Area, Qingdao Area, China (Shandong) Pilot Free Trade Zone, Qingdao City, Shandong Province, China.
Qingdao Qingbao Business Secretary Co., Ltd permits the Company to use these premises free of charge.
Key Components of Results of Operations
Revenues
Revenues generated from sales of medical devices. The following table sets forth the revenues by amounts for the periods presented:
| For the six months ended September 31, | ||||||||
| 2022 | 2023 | |||||||
| USD | USD | |||||||
| Sale of medical devices | 11,858,313 | 894,768 | ||||||
| Business and sales related taxes | (1,231 | ) | (1,185 | ) | ||||
| Net Revenues | 11,857,082 | 893,583 | ||||||
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Sale of medical devices
Since February 2022, through its subsidiary Akso Online MediTech, the Company engaged in the sale of Covid-19 Antigen Rapid Tests in U.S. market. Akso Online MediTech purchases medical devices in quantity and distributes products primarily to medical products dealers. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start of the business. Since the end of COVID-19 in the beginning of 2023, the Company ceased the sale of COVID-19 Rapid Antigen test kits in US market.
Since April 2022, through its subsidiary Qingdao Akso, the Company engaged in the sale of medical devices such as defibrillators and anesthesia laryngoscope in market of China. Qingdao Akso purchases those medical devices in quantity and distributes products to medical products dealers and ender-users. The deliveries may take one day or longer depending on the customers’ location. Revenue from sales of merchandise to non-retail customers is recognized when the merchandise is transferred to customers. There was no sales return since the start of the business.
Cost of goods sold
Cost of goods sold consist primarily of purchase price of COVID-19 Antigen Test kits, defibrillators and anesthesia laryngoscope related to the sale of medical devices.
Operating expenses
Our operating expenses primarily consist of sales and marketing expenses and general and administrative expenses. The following table sets forth a breakdown of our operating costs and expenses for the periods indicated:
| For the six months ended September 31, | ||||||||
| 2022 | 2023 | |||||||
| USD | USD | |||||||
| Operating expenses | ||||||||
| Sales and marketing | 100,255 | — | ||||||
| General and administrative | 1,245,786 | 2,354,678 | ||||||
| Total operating expenses | 1,346,041 | 2,354,678 | ||||||
Sales and marketing expenses
Sales and marketing expenses consist primarily of channel fee, expenses for building our brand recognition and salaries and benefits related to our sales and marketing team.
General and administrative expenses
General and administrative expenses consist primarily of salaries and benefits related to our management, accounting and finance, legal and human resources teams, bad debt allowance and other operating expenses.
Income Taxes
The Company accounts for income taxes under ASC Topic 740, Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.
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ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements.
| For the six months ended September 31, | ||||||||
| 2022 | 2023 | |||||||
| USD | USD | |||||||
| NET REVENUES | 11,857,082 | 893,583 | ||||||
| Cost of goods sold | 10,731,201 | 854,753 | ||||||
| Gross Profit | 1,125,881 | 38,830 | ||||||
| OPERATING EXPENSES | ||||||||
| Sales and marketing | 100,255 | — | ||||||
| General and administrative | 1,245,786 | 2,354,678 | ||||||
| Total operating costs and expenses | 1,346,041 | 2,354,678 | ||||||
| LOSS FROM CONTINUING OPERATIONS | (220,160 | ) | (2,315,848 | ) | ||||
| Total other income (loss), net | 1,878,771 | (722,820 | ) | |||||
| INCOME (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME TAXES | 1,658,611 | (3,038,668 | ) | |||||
| Provision for income tax | 11,746 | 24,869 | ||||||
| NET INCOME (LOSS) FROM CONTINUING OPERATIONS | 1,646,865 | (3,063,537 | ) | |||||
| Net loss from discontinued operations, net of income taxes | (820,429 | ) | (3,905 | ) | ||||
| Loss from disposal of discontinued operations, net of income taxes | - | (389,576 | ) | |||||
| Total loss from discontinued operations | (820,429 | ) | (393,481 | ) | ||||
| NET INCOME (LOSS) | 826,436 | (3,457,018 | ) | |||||
The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is considered an exempted Cayman Islands Company and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. Consequently, income taxes are not reflected in the Company’s financial statements.
Results of Operations
The following table sets forth a summary of our consolidated results of operations for the periods indicated, both in absolute amount and as a percentage of our net revenue This information should be read together with our unaudited condensed consolidated financial statements and related notes included elsewhere in this Form 6-K. Our historical results presented below are not necessarily indicative of the results that may be expected for any future period.
The following table sets forth our revenues breakdown for the periods indicated:
| For the six months ended September 31, | ||||||||
| 2022 | 2023 | |||||||
| USD | USD | |||||||
| Revenues(1) | ||||||||
| Sale of medical devices | 11,858,313 | 894,768 | ||||||
| Business and sales related taxes | (1,231 | ) | (1,185 | ) | ||||
| Net Revenues | 11,857,082 | 893,583 | ||||||
| (1) | Represents amounts net of VAT. |
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Six Months Ended September 30, 2023 Compared to Six Months Ended September 30, 2022
Net revenues Net revenues generated for the six months ended September 30, 2023 was US$0.9 million, representing a decrease of 92.5% from US$11.9 million for the six months ended September 30, 2022.
| ● | Sale of medical devices Revenue from medical devices was US$0.9 million, decrease from US$11.9 million for the six months ended September 30, 2022, the decrease was primarily due to decrease of revenue from sales of iHealth COVID-19 test kits in the half year of fiscal year 2022 for the end of Covid-19 in the end of 2022. |
Cost of goods sold Cost of goods sold for the six months ended September 30, 2023 were US$0.9 million, representing a decrease of 92.0% from 10.7 million for the six months ended September 30, 2022. The decrease was primarily due to the decrease of revenue.
Operating expenses Total operating costs and expenses for the six months ended September 30, 2023 were US$2.4 million, representing an increase of 74.9% from US$1.3 million for the six months ended September 30, 2022. The increase was primarily due to an increase in general and administrative expenses.
| ● | Sales and marketing expenses Sales and marketing expenses for the six months ended September 30, 2023 were nil, a decrease from US$0.1 million for the six months ended September 30, 2022. The decrease was primarily due to a decrease in advertising expenses. |
| ● | General and administrative expenses General and administrative expenses for the six months ended September 30, 2023 were US$2.4 million, an increase of 89.0% from US$1.2 million for the six months ended September 30, 2022. The increase was primarily attributable to the increase of allowance of 1.4 million for uncollectable account receivables for the six months ended September 30, 2023. |
Total other income (expense) Other expenses was US$0.7 million for the six months ended September 30, 2023, compared with other income of US$1.9 million for the six months ended September 30, 2022, the changes was primarily attributable to exchange losses.
Provision for income tax Our income tax expense was US$24,869 for the six months ended September 30, 2023, as compared to US$11,746 for the six months ended September 30, 2022.
Net (loss) income from continuing operations Net loss from continuing operations, net of income taxes, for the six months ended September 30, 2023, was US$3.1 million, compared to net income of US$1.7 million in the same prior period of six months ended September 30, 2022.
Net (loss) from discontinued operations, net of income taxes Net (loss) from discontinued operation, net of income tax, for the six months ended September 30, 2023 was US$ 3,905, a decrease of 99.5% from US$0.8 million in the same period of six months ended September 30, 2022.
(Loss) from disposal of discontinued operations, net of income taxes (Loss) from disposal of discontinued operation, net of income taxes, for the six months ended September 30, 2023 was US$0.4 million, compared to nil for the same period of six months ended September 30, 2022. The Company completed the disposal of its social E-commerce business in May 2023.
Total loss from discontinued operations Total losses from discontinued operations, net of income taxes, for the six months ended September 30, 2023, was US$0.4 million, compared to net losses of US$0.8 million in the same prior period of six months ended September 30, 2022. The Company completed the disposal of its social E-commerce in May 2023.
Net income(loss) As a result of the above factors, the Company had net losses of US$3.5 million for the six months ended September 30, 2023, compared to net income of US$0.8 million for the six months ended September 30, 2022.
Changes in Financial Position
As of September 30, 2023, our cash and cash equivalents were US$9.2 million, representing an increase of US$1.3 million from US$7.9 million as of March 31, 2023, mainly due to collection of loan receivable. For the six months ended September 30, 2023, our net cash provided by operating activities was US$0.2 million, compared to net cash used in operating activities of US$1.3 million for the six months ended September 30, 2022, our net cash provided by investing activities was US$1.5 million, compared to net cash provided by investing activities of US$20.0 million for the six months ended September 30, 2022, our net cash provided by financing activities was US$0.4 million, compared to net cash used in financing activities of US$27.5 million for the six months ended September 30, 2022.
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Recent Developments
On November 17, 2023, the Company announced its new business plan to explore online hospital and chain pharmacies segments in China. The Company plans to acquire online hospital(s) in certain cities of China which provides online medical consultations for initial diagnosis, follow-up consultations, and management of chronic diseases, providing patients with an efficient and convenient solution to manage their health online through their smartphones or computers. In addition to acquire online hospital(s), the Company also plans to acquire multiple independent pharmacies nationwide throughout China, integrating and operating the pharmacies as a chain using our extensive offline resources and IT solutions. The Company plans to build a new type of pharmacy operation and management system, as well as digital operation and sales solutions for its pharmacies, thereby enhancing its competitiveness and overcoming the current difficulties in the industry. As of the date of this report, the Company has not entered into any binding agreement nor letter of intent with regard to acquisition of online hospitals or pharmacies.
On November 16, 2023, the Company entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell up to an aggregate of 53,608,910 units (the “Units”), each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.52875, or approximately $1.59 per American depositary share of the Company (“ADS”), at a price of $0.423 per Unit, or approximately $1.27 per ADS for an aggregate purchase price of approximately $22.68 million (the “November Offering”). The net proceeds to the Company from such November Offering was approximately $22.6 million and shall be used by the Company for working capital and general corporate purposes. The November Offering closed on November 21, 2023.
On October 2, 2023, Akso Health Group (the “Company”) entered into certain securities purchase agreement (the “SPA”) with certain “non-U.S. Persons” (the “Purchasers”) as defined in Regulation S of the Securities Act of 1933, as amended (the “Securities Act”) pursuant to which the Company agreed to sell an aggregate of 35,739,270 units (the “Units”), each Unit consisting of one Ordinary Share of the Company, par value $0.0001 per share (“Share”) and a warrant to purchase one Share (“Warrant”) with an initial exercise price of $0.48875, or approximately $1.47 per American depositary share of the Company (“ADS”), at a price of $0.391 per Unit, or approximately $1.17 per ADS for an aggregate purchase price of approximately $14 million (the “October Offering”). The net proceeds to the Company from such October Offering was approximately $14 million and shall be used by the Company for working capital and general corporate purposes. The October Offering closed on October 17, 2023.
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Recent Accounting Pronouncements
Recently adopted accounting pronouncements
There are no recently issued but not yet effective accounting standards, if currently adopted, would have a material effect on the consolidated balance sheets, consolidated statements of operations and comprehensive loss (income) and consolidated statements of cash flows.
B. Liquidity and Capital Resources
We have financed our operations primarily through cash provided by operating activities, the loans from third parties and shareholder, and proceeds from private placement and short term loan from SOS Information Technology New York, Inc. We plan to finance our future operations primarily from cash generated from our operations and cash on hand. As of September 30, 2023, we had US$9.2 million in cash on hand and cash deposited with banks. As of September 30, 2023, our working capital (excluding the amount due from related parties) amounted to US$5.3 million, respectively.
We expect that substantially a majority of our future revenues will be denominated in Renminbi, and part of our revenue, expenses, cash and cash equivalents are denominated in RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars.
Substantially all of our operations are conducted in China, and all of our revenue, expenses, cash and cash equivalents are denominated in RMB. RMB is subject to the exchange control regulation in China, and, as a result, we may have difficulty distributing any dividends outside of China due to PRC exchange control regulations that restrict our ability to convert RMB into U.S. dollars.
We have limited financial obligations dominated in U.S. dollars, thus the foreign currency restrictions and regulations in the PRC on dividend distribution will not have a material impact on our liquidity, financial condition and results of operations.
Our capital expenditures consist primarily of expenditures for the purchase of property, equipment and software. We made capital expenditures of nil for the six months ended September 30, 2023.
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Holding Company Structure
We are a holding company with no material operations of our own. We conduct our operations primarily through our PRC subsidiaries, including our joint venture and our consolidated affiliated entities in China. As a result, our ability to pay dividends and to finance any debt we may incur depends upon direct and indirect dividends paid by our subsidiaries and consolidated affiliated entities. If any of our subsidiaries or consolidated affiliated entities or any newly formed subsidiaries or consolidated affiliated entities incurs debt on their own behalf in the future, the instruments governing their debt may restrict their ability to pay dividends to us. In addition, our PRC subsidiaries and consolidated entities are permitted to pay dividends only out of their respective retained earnings, if any, as determined in accordance with PRC accounting standards and regulations. Under PRC law, our PRC subsidiaries, consolidated affiliated entities and their subsidiaries, except for our joint venture, are required to set aside a portion of their respective after-tax profits each year to fund a statutory reserve. Our PRC subsidiaries and consolidated entities may also set aside a portion of their respective after-tax profits to fund the employee welfare fund at the discretion of the board of directors or the enterprise itself. Although the statutory reserves can be used, among other ways, to increase the registered capital and eliminate future losses in excess of retained earnings of the respective companies, the reserve funds are not distributable as cash dividends except in the event of liquidation of these subsidiaries or consolidated affiliated entities, as applicable.
C. Trend Information
Other than as disclosed elsewhere in this Form 6-K, we are not aware of any trends, uncertainties, demands, commitments or events for the six months ended September 30, 2023 that are reasonably likely to have a material adverse effect on our net revenues, income, profitability, liquidity or capital resources, or that would cause the disclosed financial information to be not necessarily indicative of future operating results or financial conditions.
D. Critical Accounting Estimates.
Our discussion and analysis of our financial condition and results of operations relates to our unaudited condensed consolidated financial statements, which have been prepared in accordance with United States of America generally accepted accounting principles (“U.S. GAAP”). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, costs and expenses, and related disclosures. On an on-going basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.
We consider an accounting estimate to be critical if: (1) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (2) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations. There are other items within our financial statements that require estimation but are not deemed critical, as defined above. Changes in estimates used in these and other items could have a material impact on our financial statements.
For a detailed discussion of our significant accounting policies and related judgments, please see “Note 2—Summary of Significant Accounting Policies” of our unaudited condensed consolidated financial statements included elsewhere in this Form 6-K. You should read the following description of critical accounting estimates in conjunction with our unaudited condensed consolidated financial statements and other disclosures included in this Form 6-K.
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